SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
(X) Preliminary proxy statement
( ) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Gleason Corporation
(Name of Registrant as Specified in Its Charter)
Ralph E. Harper
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregrate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(1):
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state
how it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
PRELIMINARY COPY
Gleason Corporation
1000 University Avenue
P.O. Box 22970
Rochester, New York 14692-2970
March 29, 1996
Dear Stockholder:
You are cordially invited to attend the Annual
Meeting of Gleason Corporation Stockholders to be held on
Tuesday, May 7, at the Company's offices at 1000 University
Avenue, Rochester, New York. Your Board of Directors looks
forward to greeting personally those stockholders able to
attend. Enclosed you will find a postcard to be returned to
Gleason Corporation which will reserve a seat for you at the
Annual Meeting. When we receive your card, tickets for
attendance will be mailed to you. Stockholders must have a
ticket to attend the Annual Meeting.
At the meeting, in addition to electing three
directors and appointing independent auditors, you are being
asked to approve an amendment to the Company's Certificate
of Incorporation to increase the number of shares of Common
Stock the Company is authorized to issue from 8,750,000
shares to 20,000,000 shares.
It is important that your shares be represented
and voted at the Annual Meeting whether or not you plan to
attend. Accordingly, you are requested to sign, date and
mail the enclosed proxy at your earliest convenience.
Thank you for your cooperation.
On Behalf of the Board of Directors
Sincerely,
James S. Gleason
James S. Gleason
Chairman and President
<PAGE>
<PAGE>
PRELIMINARY COPY
GLEASON CORPORATION
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Gleason
Corporation will be held at the Company's offices at
1000 University Avenue, Rochester, New York on Tuesday, May
7, 1996 at 10:00 A.M. for the following purposes:
(1) To elect three directors for three-year terms;
(2) To approve an amendment to the Company's
Certificate of Incorporation to increase the
number of shares of Common Stock that the
Company is authorized to issue from 8,750,000,
par value $1.00 per share, to 20,000,000 shares,
par value $1.00 per share;
(3) To appoint Ernst & Young LLP as independent
auditors for 1996;
(4) To transact such other business as may properly
come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business
on March 14, 1996 as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
RALPH E. HARPER, Secretary
Rochester, New York
March 29, 1996
_______________________________________________________________
Please complete, sign and date the enclosed proxy and return it
promptly in the enclosed return envelope, which will require no
postage if mailed in the United States.
_______________________________________________________________
Gleason Corporation, 1000 University Avenue, P.O. Box 22970,
Rochester, New York 14692-2970
<PAGE>
<PAGE>
PRELIMINARY COPY
PROXY STATEMENT
This Proxy Statement is furnished in connection with
solicitation of the enclosed proxy on behalf of the Board of
Directors of Gleason Corporation in connection with the Annual
Meeting of Stockholders of the Company to be held on May 7, 1996.
The principal executive offices of the Company are
located at 1000 University Avenue, Rochester, New York 14692-
2970. The approximate date on which this proxy statement and
the enclosed proxy are being sent to stockholders is March 29,
1996.
The close of business on March 14, 1996 has been fixed
as the record date for determination of the stockholders
entitled to notice of, and to vote at, the meeting. On that
date there were outstanding and entitled to vote 5,182,674
shares of Common Stock, each of which is entitled to one vote
on each matter at the meeting.
The enclosed proxy, if properly completed, signed and
returned prior to the meeting, will be voted at the meeting in
accordance with the choices specified thereon and, if no
choices are specified, will be voted for the election as
directors of the persons nominated by the Board of Directors,
for the proposal to amend the Company's Certificate of
Incorporation to increase the number of shares of Common Stock
that the Company is authorized to issue, and for the
appointment of Ernst & Young LLP as independent auditors for
1996. A stockholder giving a proxy has the right to revoke it
at any time before it has been voted by (i) giving written
notice to that effect to the Secretary of the Company, (ii)
executing and delivering a proxy bearing a later date which is
voted at the Annual Meeting, or (iii) attending and voting in
person at the Annual Meeting.
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION
OF THE NOMINEES.
The Company's Board of Directors is divided into
three classes, one of which is elected at each Annual Meeting
for a term of three years and until their successors have been
elected and have qualified. The terms of Julian W. Atwater,
Robert W. Bjork, and Donald D. Lennox expire this year and the
Board of Directors has nominated each of them to serve as a
director for a three-year term. The Board of Directors believes that
the nominees will be available and able to serve as directors but,
if for any reason any of them should not be, the persons named
in the proxy may exercise discretionary authority to vote for a
substitute proposed by the Board of Directors.
Directors are elected by a plurality of the votes
cast by stockholders entitled to vote in the election. Validly
submitted proxies indicating abstentions and broker non-votes
are counted for quorum purposes but are not counted for or
against the election of directors. The Company's by-laws
govern the methods for counting votes and, subject thereto,
vest this responsibility in the inspectors of election
appointed to perform this function.
The Board of Directors of the Company has an Audit
Committee, a Nominating Committee, and an Executive
Compensation Committee.
The members of the Audit Committee are Robert W.
Bjork, Chairman, Martin L. Anderson, J. David Cartwright, John
W. Guffey, Jr., Donald D. Lennox and Robert A. Sherman. This
Committee is responsible for evaluating audits and the
independence of the Company's auditors and also reviews
accounting principles, internal controls and compliance with
certain Company policies. In 1995 this Committee held two
meetings.
The members of the Nominating Committee are Donald D.
Lennox, Chairman, Martin L. Anderson, Julian W. Atwater, Robert
W. Bjork, J. David Cartwright, John W. Guffey, Jr. and Robert
A. Sherman. This Committee is responsible for identifying,
considering, and recommending to the Board of Directors
nominees for election as directors. This Committee held three
meetings in 1995.
The members of the Executive Compensation Committee
are Robert A. Sherman, Chairman, Martin L. Anderson, Julian W.
Atwater, J. David Cartwright, John W. Guffey, Jr. and Donald D.
Lennox. This Committee, which held four meetings in 1995,
reviews executive compensation and approves compensation for
senior executives, adopts compensation plans other than those
providing for the issuance of stock, authorizes executive
employment arrangements and administers the Company's incentive
compensation plans.
Directors who are employees of the Company receive no
additional compensation for service as directors. Directors
who are not employees of the Company receive an annual fee of
$9,000 for service as directors plus $1,000 for each Board
meeting attended and $750 for each committee meeting attended,
but only $450 per meeting in excess of one per day. Committee
chairmen receive an additional $300 for each committee meeting
which they chair. Each director who is not an employee of the
Company is required to defer at least fifty percent (50%) of
all directors' fees earned into the Stock Account of the
Company Plan for Deferral of Directors' Fees. This Plan
provides that deferred fees are credited to a hypothetical
Stock Account as if used to purchase shares of the Company's
Common Stock. The Plan also permits deferral of fees that are
not applied to the Stock Account into an account that earns
interest at the prime rate. Under the Company's 1992 Stock
Plan, each year each director who is not an employee of the
Company receives an option to purchase 1,000 shares of the
Company's Common Stock. These options are exercisable at the
fair market value per share on the date of the grant and are
fully exercisable six months after the date of the grant for a
term expiring ten years from the date of grant,
subject to earlier expiration if the grantee ceases to serve as a
director.
During 1995 the Board of Directors held seven meetings. In
1995 all the directors attended at least 75% of the total
number of meetings of the Board of Directors and of Board committees
on which they served.
The following table sets forth information about the
nominees and those directors whose terms of office will continue
after the Annual Meeting.
<PAGE>
PRINCIPAL OCCUPATIONS AND
DIRECTOR TERM OTHER DIRECTORSHIPS
NAME AND AGE SINCE EXPIRES HELD IN PUBLIC COMPANIES
Nominees:
Julian W. 1976 1996 Julian W. Atwater, P.C.
Atwater (64) is a partner in Nixon,
Hargrave, Devans & Doyle LLP,
attorneys
Robert W. 1968 1996 Personal investments and
Bjork (69) private consulting with
Jefferson Financial Corp. since
1995; prior thereto Vice
President of Schaenen Wood &
Associates, Inc., an investment
management firm (1992-1995);
prior thereto Managing Director
of Weatherly Capital
Corporation, an investment
management firm
Donald D. 1987 1996 Chairman of International
Lennox (77) Imaging Materials, Inc., a
manufacturer of thermal
transfer ribbons for office
equipment, since 1990; prior
thereto Chairman and Chief
Executive Officer of Schlegel
Corporation (1987-1989); prior
thereto Chairman, President
and Chief Executive Officer
of Navistar International
Corporation; Director:
Navistar International
Corporation, Prudential
Mutual Fund Management
Corporation
Other Directors:
J. David
Cartwright (57) 1993 1997 President of Cooper
Hand Tools, a division of
Cooper Industries, Inc.,
since 1994; prior thereto
President, Champion Spark
Plug Company, (1992-1994);
prior thereto President of
Cooper Power Tools Division
(1988-1992)
<PAGE>
<PAGE>
PRINCIPAL OCCUPATIONS AND
DIRECTOR TERM OTHER DIRECTORSHIPS
NAME AND AGE SINCE EXPIRES HELD IN PUBLIC COMPANIES
James S. 1965 1997 Chairman, Chief Executive
Gleason (61) Officer and President of the
Company
Martin L. 1995 1998 Associate Director of the
Anderson (47) International Motor Vehicle Program,
Massachusetts Institute of
Technology since 1993; prior
thereto Vice President of
Gemini Consulting (1986-
1993)
John W. 1995 1998 Chairman, President and Chief
Guffey, Jr. (57) Executive Officer of Coltec
Industries since 1995; prior
thereto President and Chief
Operating Officer of Coltec
Industries (1991-1994);
Group President of Coltec
Industries (1987-1991);
Director: Giddings & Lewis,
Inc.
Robert A. 1979 1998 Former Chairman and Managing
Sherman (77) Director of Bausch & Lomb Ireland
Limited (1984-1989); prior
thereto Senior Vice
President-Finance and
Administration of Eastman
Kodak Company
<PAGE>
<PAGE>
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
PROPOSAL.
The Board of Directors has adopted a resolution declaring
it advisable to amend the Company's Certificate of Incorporation
to increase the number of shares of Common Stock that the
Company is authorized to issue from Eight Million Seven Hundred
and Fifty Thousand (8,750,000) shares, par value One Dollar ($1.00)
per share, to Twenty Million (20,000,000) shares, par value One
Dollar ($1.00) per share.
On March 14, 1996 there were 5,182,674 shares of Common
Stock of the Company issued and outstanding, and 620,807 shares
reserved for issuance, or transfer from the Company's treasury,
upon exercise of options or grant of restricted stock under the
Company's 1981 and 1992 Stock Plans, or for distributions of
shares pursuant to deferrals under the Directors' Fees Deferral
Plan. Accordingly, there are available for issuance, or held
in the Company's treasury, other than for purposes of those
Plans, only 2,946,519 shares of Common Stock.
The Company's Certificate of Incorporation also
authorizes the issuance of 500,000 shares of Preferred Stock,
par value $1.00 per share, with such designations, powers,
preferences and relative, participating, optional or other
special rights or qualifications, limitations or restrictions
thereof, as the Board of Directors shall determine. No such
shares have been issued, but 87,500 shares have been designated
by the Board as Series A Junior Participating Preferred Stock
and reserved for issuance upon exercise of Rights under the
Company's Shareholder Rights Plan adopted in June 1989.
The Board of Directors believes it advisable and
desirable that the Company have additional shares available for
issuance. The additional shares could be used for various
corporate purposes, such as distributions in the nature of
stock dividends or splits, acquisitions, or public or private
sale to raise additional capital, as approved by the Board.
Such issuance would not require any further shareholder
authorization. Company shareholders do not have preemptive
rights and would not have such rights with respect to the newly
authorized shares.
The Board of Directors does not have any present plans
for issuance of the Company's presently available authorized
unissued shares, or the additional shares for which
authorization is sought. The price of the Company's stock, or
other conditions, could, however, be such that the Board would
conclude that it would be desirable to make a distribution of
stock in the nature of a stock dividend or split, or sell
additional shares, or such shares might be utilized in
effecting one or more desirable mergers or acquisitions.
Authorization of the additional shares will provide greater
capacity and flexibility to take advantage of such
opportunities if they arise.
While the Board does not have any intention at this time
of using the additional shares for "anti-takeover" purposes,
they could potentially be used for such purposes. For example,
they might be issued under circumstances which could make it
more difficult for any person or entity to acquire or gain
control of the Company. The Board is not, however,
recommending the increase as part of any "anti-takeover"
strategy, and neither it nor management of the Company has
knowledge of any pending or threatened effort by anyone to
acquire control of the Company.
The proposed amendment would amend the first sentence of
Article FOURTH of the Company's Restated Certificate of
Incorporation to read as follows:
FOURTH: The total number of shares of all classes
of stock which the Corporation shall have authority to
issue is Twenty Million Five Hundred Thousand
(20,500,000) shares of which Twenty Million (20,000,000)
shares shall be Common Stock with a par value of One
Dollar ($1.00) per share and Five Hundred Thousand
(500,000) shares shall be Preferred Stock with a par value
of One Dollar ($1.00) per share.
The affirmative vote of holders of a majority of the
outstanding shares of Common Stock of the Company will be
necessary to approve the amendment.
AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF ERNST & YOUNG LLP.
The Board of Directors has recommended that Ernst &
Young LLP be appointed as auditors of the Company for 1996. A
representative of that firm will be present at the Annual
Meeting with the opportunity to make a statement and will be
available to respond to appropriate questions.
<PAGE>
<PAGE>
STOCK OWNERSHIP
The following table sets forth information, based upon
reports filed by such persons with the Securities and Exchange
Commission, with respect to the persons believed by the Company
to be the beneficial owners of more than 5% of its outstanding
Common Stock.
Number of Percent
Name and Address Shares of Class
Gleason Foundation 679,563<F1> 13.1%
1000 University Avenue
Rochester, New York 14692
The Retirement Plan 385,052<F1> 7.4%
of The Gleason Works
1000 University Avenue
Rochester, New York 14692
FMR Corp. and 353,200<F2> 6.8%
Edward C. Johnson 3d
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors, Inc. 312,100<F3> 6.0%
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401
[FN]
<F1> Sole dispositive and voting powers. See also
Note 6 to the following table.
<F2> Sole dispositive power and, with respect to
42,300 shares, sole voting power.
<F3> Sole dispositive and, with respect to 174,100
shares, sole voting power. Officers of Dimensional
Fund Advisors Inc. vote an additional 116,700 shares
as officers of the DFA Investment Trust Company and
an additional 21,300 shares as officers of DFA
Investment Dimensions Group Inc.
<PAGE>
<PAGE>
The following table sets forth information, as of March 1,
1996, with respect to the beneficial ownership of the Company's
Common Stock by (a) each of the directors of the Company, (b)
the Company's Chief Executive Officer and its four other most
highly compensated executive officers as of December 31, 1995,
and (c) all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Common Stock <F1> of Class
<S> <C> <C>
Martin L. Anderson 1,969<F2><F3> *
Julian W. Atwater 11,086<F2><F3> *
Robert W. Bjork 10,561<F2><F3> *
J. David Cartwright 4,852<F2><F3> *
John W. Guffey, Jr. 3,959<F2><F3> *
Donald D. Lennox 14,737<F2><F3> *
Robert A. Sherman 24,250<F2><F3> *
James S. Gleason 208,144<F2><F4><F5> 3.8%
David J. Burns 21,456<F2><F5> *
Ralph E. Harper 22,333<F2><F5> *
Richard Johnstone 18,500<F2><F5> *
John B. Kodweis 33,603<F2><F5> *
All directors and 1,490,341<F2><F3><F4><F5><F6> 27.4%
officers as a
group (16 persons)
______________________
* Less than 1% of the outstanding shares of Common Stock.
<FN>
<F1> Except as indicated in Notes 2 and 3, for all shares
listed the person possesses sole voting power and,
except as indicated in Notes 3, 4 and 5, sole
investment power.
<F2> Includes stock options which are exercisable prior to
May 1, 1996: Messrs. Atwater, Bjork, Lennox and
Sherman - 8,000 shares each; Messrs. Anderson,
Cartwright, Guffey, Gleason, Burns, Harper, Johnstone
and Kodweis - 1,000, 2,000, 1,000, 128,900, 16,011,
16,500, 11,000 and 25,545 shares respectively; and all
directors and officers as a group - 265,701 shares.
<F3> Includes 969, 586, 561, 2,852, 959, 6,237 and 9,349
hypothetical shares (without voting power) credited to
the accounts of Messrs. Anderson, Atwater,
Bjork, Cartwright, Guffey, Lennox and Sherman,
respectively, pursuant to the Directors Fees Deferral Plan.
<F4> Includes 32,855 shares held in a trust of which
Mr. Gleason is an income beneficiary, the trustee of
which has agreed to vote and dispose of the shares only
as specified by him.
<F5> Includes the following number of shares which at March
1, 1996 were subject to restrictions on disposition:
Messrs. Gleason, Burns, Harper, Johnstone and Kodweis
7,412, 4,418, 1,438, 100 and 3,275 shares respectively;
and all directors and officers as a group - 29,607
shares.
<F6> Includes 385,052 shares owned by The Retirement Plan of
The Gleason Works, the powers to vote and dispose of
which are vested in a committee comprised of
Messrs. Gleason, Harper and Kodweis, and 679,563 shares
owned by Gleason Foundation, a not-for-profit
corporation, of which Messrs. Gleason, Harper and
Kodweis are directors and/or officers. The
stockholdings of these entities are not included above
in those individuals' stockholdings.
</TABLE>
<PAGE>
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION COMMITTEE REPORT
Principles of Executive Compensation
The Company's Executive Compensation policy, which
applies to the CEO and all other executive officers, is
intended to align executive compensation with the long-term
interests of Company stockholders. In applying this policy
the Executive Compensation Committee of the Board of Directors
(the "Committee") has followed a program to:
* Establish salary and bonus opportunities to
attract, motivate and retain executive talent
necessary for the long-term success of the Company.
* Integrate cash and equity based compensation so as
to reward executives for performance that enhances
the long-term value of shareholder equity.
Executive Compensation Program
The program consists of both cash and equity based
compensation. Cash compensation consists of a base salary and
an opportunity for an annual bonus under the Annual Management
Incentive Compensation Plan ("AMICP"). The Company
participates in compensation surveys both on a regional and
national level, and retains Ernst & Young LLP to help insure
that the Company's executive compensation program is
competitive within its industry and size. The Committee
determines salary ranges for key executives, and reviews, at
least annually, the performance of executive officers and
approves any adjustment in their base compensation. In
addition, the Committee annually considers awards under the
AMICP. Eligibility for a bonus award is determined by the
Company's and the executive's business unit's (if applicable)
return achieved on operating capital versus a targeted return,
and by the executive's personal performance. The targeted
return on operating capital is based on the Company's weighted
average cost of capital as calculated each year and approved by
the Committee.
Long-term incentives are provided through the Stock
Plan approved by the stockholders at the 1992 Annual Meeting.
Under the Plan, the Committee has the authority to determine
the individuals to whom stock options and shares of restricted
stock are awarded, the number of shares awarded, and the terms
of the grant. The amounts of option grants are based on
industry comparisons and position levels. Awards under the
Plan achieve the objective of aligning the long-range interests
of the executive officers with those of stockholders by
providing executive officers an opportunity to have a financial
stake in the Company that should increase as stock prices reflect
improved Company performance.
Chief Executive Officer Compensation
The Committee met in September 1994 to determine 1995
base compensation for the Company's Chief Executive Officer,
James S. Gleason. It took note of the Company's return to
profitability in 1994, continued attention to managing costs,
reduced development cycles for new product introductions, and
the implementation of a Total Quality System. The Committee
concluded, however, as recommended by Mr. Gleason, that there
be no increase in his base salary for 1995. Furthermore, no
bonus for 1994 was awarded to him, since target financial
returns for the Company had not been met, largely because of
continued depressed sales during the first nine months of 1994.
As a longterm incentive, however, stock options totaling 18,000
shares were granted to him in December 1994.
The Committee met in December 1995 to determine Mr.
Gleason's compensation for 1996. It took note of the
significant improvement in the Company's sales and financial
performance in 1995, reflecting accelerated development of new
products and continuing improved productivity in manufacturing
and overhead operations, as well as greater strength in markets
the Company serves. In addition, recognition was given to the
strategic acquisition in 1995 of the Hurth Company, which had
an immediate positive contribution to Company results, and
longer term greatly augments the Company's ability to serve the
cylindrical gear products market. In view of these and other
factors, the Committee increased Mr. Gleason's base salary by
$25,000 for 1996 to $330,000. Also, as a long-term incentive,
stock options totaling 12,000 shares were granted to him at
that time.
In February 1996 the Committee met to consider bonus
awards for 1995 under the AMICP. An award of $63,168 was made
to Mr. Gleason as a result of the Company having exceeded the
threshold targeted financial returns under the Plan in 1995.
EXECUTIVE COMPENSATION COMMITTEE
Robert A. Sherman, Chairman
Martin L. Anderson
Julian W. Atwater
J. David Cartwright
John W. Guffey, Jr.
Donald D. Lennox
<PAGE>
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares cumulative total return on the Company's
Common Stock, the S&P 500 Index and a peer group index* over the last five
fiscal years. The comparison assumes $100 was invested on January 1, 1991
in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
<TABLE>
GLEASON CORPORATION
Comparison of Five Year Cumulative Total Return
vs. S&P 500 and 8 Company Peer Group Index*
Value of Investment ($)
<CAPTION>
Company/Index Name 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
<S> <C> <C> <C> <C> <C> <C>
Gleason Corporation 100 96.39 102.10 104.20 104.64 235.22
S&P 500 100 130.47 140.41 154.56 156.60 215.45
Peer Group Index* 100 129.63 187.83 207.84 171.55 202.40
</TABLE>
(The above table represents the data points of the Stock Performance
Graph)
* Includes Acme-Cleveland Corp., Brown & Sharpe Manufacturing Company,
Cincinnati Milacron Inc., DeVlieg-Bullard, Inc., Giddings & Lewis, Inc.,
Hurco Companies, Inc., Monarch Machine Tool Company and Newcor, Inc.
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
Set forth below is certain compensation information for periods during which
the named persons served as executive officers of the Company.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Securities
Other Restricted Underlying All Other
Name and Annual Stock Options/ Compensa-
Principal Salary Bonus Compensation Awards<F1> SARS tion<F7>
Position Year ($) ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
James S. 1995 308,733 63,168 - -<F2> 12,000 13,930
Gleason 1994 299,139 - - - 18,000 10,570
President and 1993 293,273 - - - 19,000 14,757
Chief
Executive
Officer
David J. 1995 138,338 33,466 - 48,750<F3> 7,000 7,234
Burns 1994 111,317 - - 7,575 6,000 5,888
Executive 1993 100,962 - - - 4,500 2,257
Vice President
Ralph E. 1995 127,836 22,350 - - <F4> 2,500 9,086
Harper 1994 117,641 - 12,103 - 4,500 7,060
Vice President 1993 111,542 - - - 5,000 6,337
Secretary &
Treasurer
Richard 1995 127,008 22,350 - - <F5> - 9,032
Johnstone 1994 120,549 - - - 4,000 7,264
Vice President- 1993 116,658 - - 45,375 3,500 7,049
Technology
The Gleason
Works
John B. 1995 126,417 22,350 - 13,000<F6> 2,500 7,406
Kodweis 1994 115,808 - - - 4,500 6,955
Vice President- 1993 110,060 - - - 5,000 6,535
Administration
and Human
Resources
<FN>
<F1> Holders of restricted stock are entitled to vote and receive dividends
thereon.
<F2> Mr. Gleason holds an aggregate of 7,412 shares of restricted stock
valued, as of fiscal year end, at $240,890.
<F3> Mr. Burns holds an aggregate of 4,418 shares of restricted stock valued
as of fiscal year end at $143,585. The 1995 award was 1,500 shares, 60
of which become unrestricted on each anniversary after the award.
The 1994 award was 500 shares, 19 of which become unrestricted on
each anniversary of the award.
<F4> Mr. Harper holds an aggregate of 1,438 shares of restricted stock
valued, as of fiscal year end, at $46,735.
<F5> Mr. Johnstone holds an aggregate of 100 shares of restricted stock
valued, as of fiscal year end, at $3,250. The 1993 award was 3,000
shares.
<F6> Mr. Kodweis holds an aggregate of 3,275 shares of restricted stock
valued, as of fiscal year end, at $106,438. The 1995 award was 400
shares which become unrestricted on the second anniverary of the award.
<F7> Includes for 1995: $6,000, $5,534, $5,114, $5,080 and $5,057 in defined
contribution retirement plan awards on behalf of Messrs. Gleason, Burns,
Harper, Johnstone and Kodweis, respectively, and $1,500, $1,300, $1,276,
$1,270 and $1,260 in contributions to the Company's 401(k) plan for
their benefit, respectively, and $6,430, $400, $2,696, $2,682, and
$1,089 in group term life insurance premiums, respectively.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Securities Exercise Value at Assumed
Underlying % of Total or Base Annual Rate of Stock
Options Options Price Price Appreciation for
Granted<F1> Granted to ($ per Expiration Option Term<F2>
Name (#) Employees Share) Date 5%($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
James S. Gleason 12,000 35.8 34.8125 12/11/05 262,720 665,789
David J. Burns 7,000 20.9 34.8125 12/11/05 153,253 388,377
Ralph E. Harper 2,500 7.5 34.8125 12/11/05 54,733 138,706
John B. Kodweis 2,500 7.5 34.8125 12/11/05 54,733 138,706
All Employees 33,500 100.0 733,426 1,858,652
All Stockholders 113,464,136 287,540,397
All Employee Gains
as % of all
Stockholder Gains .65% .65%
<FN>
<F1> All options are exercisable at market value (average of high and low
stock prices for the Company's Common Stock) at the date of grant. The
exercise price may be paid by cash or by delivery of shares of the
Company's Common Stock already owned by the executive officer.
<F2> Gains are reported net of the option exercise price but before taxes
associated with exercise. These amounts represent certain assumed rates
of appreciation only. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Common Stock and overall
stock market conditions, as well as the optionholders' continued
employment through the term of the option. The amounts reflected in this
table may not necessarily be achieved.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND
YEAR END OPTION VALUES
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-The-Money- Options
Aggregate Option Exercises Year End at Fiscal Year End<F2>
(#) ($)
Shares
Acquired Value
On Exercise Realized
Name (#) ($)<F1> Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James S. Gleason 10,000 116,563 128,900 12,000 2,244,401 0
David J. Burns 989 10,654 16,011 7,000 279,858 0
Ralph E. Harper 1,500 25,875 17,500 2,500 304,121 0
Richard Johnstone - - 11,000 - 193,530 0
John B. Kodweis 4,303 20,124 26,000 2,500 438,497 0
<FN>
<F1> Based on the difference between the option exercise prices and the
average prices in New York Stock Exchange composite transactions of
the Company's common stock on the dates of exercise.
<F2> Based on the difference between the option exercise prices and $32.50,
the closing price in New York Stock Exchange composite transactions
of the Company's common stock on December 29, 1995.
</TABLE>
<PAGE>
<PAGE>
PENSION PLAN AND EXECUTIVE AGREEMENTS
To enhance its ability to attract key employees whose
retirement benefits would be limited by their length of service,
the Company has adopted a Supplemental Retirement Plan ("SRP"),
an unfunded defined benefit plan which, when combined with
benefits from other Company retirement plans in which
participants participate, social security benefits and certain
other sources of retirement income, provides participants a
minimum level of total retirement income, up to a maximum of
55% of final average earnings. Also, the SRP supplements the
pension benefits of SRP participants by direct payment of
amounts by which the participant's benefits under the
Retirement Plan are limited by the Internal Revenue Code.
Under the SRP, final average earnings are determined by reference
to the three years in which the participant was most highly paid
in the five years preceding retirement. SRP participants, who
include all the persons named in the preceding Summary Compensation Table
except Mr. Johnstone, are selected by the Executive Compensation
Committee of the Board of Directors. The following table illustrates
the annual retirement benefits payable under the SRP, together with
the other retirement plans in which executive officers participate,
without regard to the Internal Revenue Code limitations, calculated
on a single life annuity basis. These hypothetical benefit amounts
are reduced by certain other sources of retirement income, including
reductions for social security benefits, other retirement
income payable to the employee by prior employers and employer
contributions to the employee's account in the Company's
Savings Plan that apply to the SRP.
<TABLE>
<CAPTION>
Final 10 years 20 years 30 years 40 years
Average of Credited of Credited of Credited of Credited
Earnings Service Service Service Service
<S> <C> <C> <C> <C>
$100,000 $ 30,000 $ 40,000 $ 50,000 $ 55,000
$150,000 $ 45,000 $ 60,000 $ 75,000 $ 82,500
$200,000 $ 60,000 $ 80,000 $100,000 $110,000
$250,000 $ 75,000 $100,000 $125,000 $137,506
$300,000 $ 90,000 $120,000 $150,000 $165,000
$350,000 $105,000 $140,000 $175,000 $192,500
</TABLE>
NOTE: As of December 31, 1995, the number of credited full
years of service for those persons named in the
preceding compensation table are as follows:
Mr. Gleason: 36; Mr. Burns: 17; Mr. Harper: 23; and
Mr. Kodweis: 16.
The Company has agreed that, if Mr. Johnstone was
employed by it through the end of 1995, it will provide him
retirement benefits equivalent to those he would have received
had he remained with his former employer, less the value of
such benefits he is entitled to from that employer and less the
value of certain other benefits he received from the Company. Mr.
Johnstone was employed by the Company through the end of 1995
and accordingly has qualified for such benefit.
The Company has entered into agreements with Messrs.
Gleason, Burns, Harper, Johnstone, and Kodweis providing for
severance benefits under certain circumstances ("Executive
Agreements"). The terms "change of control," "cause,"
"disability" and "good reason" are used in the following
description as defined in the Executive Agreements. If, while
there is pending or within two years after a change in control,
the Company terminates the executive's employment other than
for cause or due to death or disability, or if the executive
terminates his employment for good reason, the executive is
entitled to receive: (1) salary through the termination date;
(2) normal severance pay plus a cash payment of two times his
highest annual compensation (including base salary and
incentive compensation) for the three preceding years; (3) a
cash payment to compensate for the additional pension benefits
he would have received had he remained employed by the Company
for two additional years; (4) a cash payment equal to two times
the annual cost of his employee benefits, other than retirement
and stock option plans; and (5) a cash payment of the present
value of his accrued benefit under SRP, including credit for
two additional years of service. Payments are limited to an
amount which will not be subject to the excise tax imposed by
Sections 2806 and 4999 of the Internal Revenue Code.
<PAGE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated previously, the members of the Executive
Compensation Committee are Robert A. Sherman, Chairman, Martin
L. Anderson, Julian W. Atwater, J. David Cartwright, John W.
Guffey, Jr. and Donald D. Lennox. Julian W. Atwater, P.C. is a partner
in the law firm of Nixon, Hargrave, Devans & Doyle LLP, the
Company's general counsel.
PROPOSALS OF STOCKHOLDERS
In order to be eligible for inclusion in the
Company's proxy statement and form of proxy for next year's
Annual Meeting, stockholder proposals that action be taken at
the meeting must be received at the Company's principal
executive offices by November 28, 1996.
OTHER MATTERS
The Board of Directors of the Company knows of no
other matters to be presented at the meeting. However, if any
other matters properly come before the meeting, the persons
named in the enclosed proxy will vote on such matters in
accordance with their best judgment.
The cost of solicitation of proxies will be borne by
the Company. In addition to solicitation by mail, some
officers and regular employees of the Company may, without
extra compensation, solicit proxies personally or by telephone
or telegraph and the Company will request brokerage houses,
nominees, custodians and fiduciaries to forward proxy materials
to beneficial owners and will reimburse their expenses.
STOCKHOLDERS MAY RECEIVE A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WITHOUT CHARGE ON REQUEST TO THE SECRETARY,
GLEASON CORPORATION, P.O. BOX 22970, ROCHESTER, NEW YORK 14692-
2970.
March 29, 1996
<PAGE>
<PAGE>
PRELIMINARY COPY
GLEASON CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Gleason and
Ralph E. Harper, and either of them, with full power of
substitution, attorneys and proxies to represent the
undersigned at the Annual Meeting of Stockholders of Gleason
Corporation to be held on May 7, 1996, and at any adjournment
or adjournments thereof, with all the power which the
undersigned would possess if personally present, and to vote
all shares of stock which the undersigned may be entitled to
vote at said meeting, hereby revoking any earlier proxy for
said meeting.
(To be Signed on Reverse Side)
<PAGE>
<PAGE>
The Board of Directors recommends a vote FOR the
Election of Directors and FOR Proposals (2) and (3).
1. ELECTION OF DIRECTORS.
( ) FOR
( ) WITHHELD
Nominees: Julian W. Atwater, Robert W. Bjork and
Donald D. Lennox
FOR, except vote withheld from the following nominee(s):
____________________________________________________
2. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
THAT THE COMPANY IS AUTHORIZED TO ISSUE TO 20,000,000 SHARES, PAR
VALUE $1.00 PER SHARE.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. PROPOSAL TO APPOINT ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR 1996.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. In accordance with their judgment in connection with the
transaction of such other business, if any, as may
properly come before the meeting.
IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED BY THIS PROXY
SHALL BE VOTED IN THE ELECTION OF DIRECTORS AND FOR PROPOSALS
(2) AND (3).
_______________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE
Signature(s) __________________________ Date _____________,1996
NOTE: Name of stockholder should be signed exactly as it
appears on this proxy. When shares are held jointly,
both should sign.
