UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
____________________
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 14, 1997
COMMISSION FILE NUMBER: 1-8782
GLEASON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1224655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 University Avenue, Rochester, New York 14692
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 473-1000
____________________
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Item 2. Acquisition of Assets
No change.
Item 5. Other Events
The registrant is filing this Amendment No. 3 to its Form 8-K
dated August 14, 1997 for the purpose of filing financial
statements of Hermann Pfauter GmbH & Co which will enable the
registrant to comply with Rule 3-19 of Regulation S-X in
connection with two registration statements filed with the
Commission pursuant to the Securities Act of 1933, as amended,
on Form S-3 (registration nos. 333-37083 and 333-37085).
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
No change.
(b) Pro forma financial information
No change.
(c) Exhibits
(2) Plan of Acquisition
No change.
(10) Material Contracts
No change.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GLEASON CORPORATION
Registrant
DATE: November 26, 1997 By:/s/ John J. Perrotti
John J. Perrotti
Vice President-Finance
(Chief Financial Officer)
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Index To Interim Financial Statements of
Hermann Pfauter GmbH & Co
Description Page
----------- ----
Consolidated Balance Sheet as of July 31, 1997 1
Consolidated Income Statements for the Seven Months
Ended July 31, 1997 and Nine Months Ended September 1996 3
Consolidated Statements of Cash Flow for the Seven Months
Ended July 31, 1997 and Nine Months Ended September 1996 4
Supplemental Cash Flow Information 5
Notes to the Interim Consolidated Financial Statements 6
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Hermann Pfauter GmbH & Co
Consolidated Balance Sheet as of July 31, 1997
- ----------------------------------------------------------------------------
(amounts shown in thousands)
July 31, 1997
DM
-------------
ASSETS
A. FIXED ASSETS
I. Intangible Assets
1. License rights and goodwill 11,715
-------
11,715
II. Property, plant and equipment
1. Land and buildings 17,286
2. Technical equipment and machinery 24,295
3. Other property, plant and equipment 6,361
4. Deposits and construction in process 711
-------
48,653
III. Financial assets
Investments in affiliates 781
-------
61,149
B. CURRENT ASSETS
I. Inventory
1. Raw materials and supplies 19,283
2. Work in process parts and machines 43,827
3. Finished parts and products 7,495
4. Deposits paid to suppliers 145
5. Deposits received from customers -14,163
-------
56,587
II. Receivables and other
1. Trade accounts receivable 59,570
2. Receivables from affiliates 1,013
3. Other assets 1,470
-------
62,053
III. Cash and banks 11.433
C. PREPAID EXPENSES 3,767
-------
194,989
=======
(The accompanying notes are an integral part of these consolidated financial
statements)
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Hermann Pfauter GmbH & Co
Consolidated Balance Sheet as of July 31, 1997
- -----------------------------------------------------------------------------
(amounts shown in thousands)
July 31, 1997
DM
-------------
PARTNERS' CAPITAL AND LIABILITIES
A. PARTNERS' CAPITAL
I. Registered capital 20,001
II. Partner accounts -9,309
III. Capital reserves -346
IV. Retained deficit -11,935
V. Cumulative translation adjustment 689
-------
-900
VI. MINORITY INTEREST 2,389
-------
1,489
B. SPECIAL ACCOUNT CONTAINING CAPITAL RESERVE 206
C. ACCRUALS
1. Pension and other post-employment benefit
obligations 32,554
2. Tax accruals 935
3. Other accruals 21,896
-------
55,385
D. LIABILITIES
1. Liabilities to financial institutions 97,591
2. Trade accounts payable 22,323
3. Liabilities from bills of exchange 4,385
4. Liabilities to affiliated companies 8
5. Other liabilities 11,592
-------
135,899
E. DEFERRED INCOME 2,010
-------
194,989
=======
(The accompanying notes are an integral part of these consolidated financial
statements)
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Hermann Pfauter GmbH & Co
Consolidated Income Statements
for the Seven Months Ended July 31, 1997 and Nine Months Ended September 1996
- -----------------------------------------------------------------------------
(amounts shown in thousands)
For the Periods Ended
---------------------------------
July 31, 1997 September 30, 1996
DM DM
------------- ------------------
1. Sales 143,833 173,106
2. Cost of Sales -112,459 -135,596
------- --------
3. Gross margin 31,374 37,510
4. Other operating income 1,906 1,175
5. Selling and marketing expenses 17,730 24,892
6. General and administrative
expenses 9,183 9,233
7. Other operating expenses 1,007 596
8. Interest and related income 766 1,388
9. Write-downs of investment and
loans 726 591
10. Expense from profit sharing
agreement 0 0
11. Income from profit sharing
agreement 0 0
12. Interest and related expenses 4,138 5,803
------- -------
13. Operating income/(loss) 1,262 -1,042
14. Income taxes 641 281
15. Other taxes 127 104
------- -------
16. Income/(loss) before minority
interest 494 -1,427
17. Minority interest in income 1,769 1,022
------- -------
18. Net income/(loss) -1,275 -2,449
======= =======
(The accompanying notes are an integral part of these consolidated financial
statements)
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Hermann Pfauter GmbH & Co
Consolidated Statements of Cash Flow
for the Seven Months Ended July 31, 1997 and Nine Months Ended September 1996
- -----------------------------------------------------------------------------
(amounts shown in thousands)
For the Periods Ended
---------------------------------
July 31, 1997 September 30, 1996
DM DM
------------- ------------------
Cash Flows from Operating Activities: 9,569 11,893
Cash Flows from Investing Activities:
Purchases of property, plant and
equipment and intangible assets -4,828 -10,612
Other, net 89 1,706
------- -------
-4,739 -8,906
Cash Flows from Financing Activities:
Increase (decrease) in short
term debts and liabilities
from bills of exchange 4,806 15,051
Proceeds from long-term debt 0 4,000
Repayments of long-term debt -2,091 -3,512
Partnership distributions -3,426 -3,533
Redemption of shareholder
interest 0 -15,825
------- -------
-711 -3,819
Effect of exchange rate changes
on cash 494 722
Cash and cash equivalents at beginning
of period 6,820 5,521
------- -------
Cash and Cash Equivalents at
End of Period 11,433 5,411
======= =======
(The accompanying notes are an integral part of these consolidated financial
statements)
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Supplemental cash flow information:
(amounts shown in thousands)
1997 1996
DM DM
------ ------
Cash paid during the applicable periods for:
Interest 3,940 4,850
Income taxes - net of refunds 487 366
(The accompanying notes are an integral part of these consolidated financial
statements)
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Notes to the Interim Consolidated Financial Statements of
Hermann Pfauter GmbH & Co Ludwigsburg/Germany
1. Basis of presentation
The interim consolidated balance sheet as of July 31, 1997 and income
statements for the seven month and nine month periods ended July 31, 1997
and September 30, 1996 respectively of Hermann Pfauter GmbH & Co were
prepared according to the statutory accounting requirements of the German
commercial code.
The profit and loss account was prepared on the basis of the cost of
sales model.
For further information, refer to the Group`s consolidated financial
statements and notes as of and for the year ended December 31, 1996.
2. Interim Reporting Considerations
These interim consolidated financial statements have been prepared for
purposes of meeting certain public filing requirements of Gleason
Corporation, the new parent company of the group from July 31, 1997, and
do not constitute a full set of financial statements meeting the normal
disclosure requirements of the German commercial code.
Cost of sales figures for the nine months ended September 30, 1996 have
been derived using estimated gross profit rates for Hermann Pfauter GmbH
& Co, Ludwigsburg, Germany as well as for its subsidiary, Pfauter Italia
S.p.A. Villanova diCastenaso, Italy.
The results of operations for the seven month period ended July 31, 1997
are not necessarily indicative of the results that may be achieved for
the full year.
The Group has historically not prepared consolidated financial statements
on an interim basis. As such, a comparative income statement for the
seven month period ended July 31, 1996 is not available. An income
statement and condensed statement of cash flows for the nine month period
ended September 30, 1996 is alternatively presented. For comparative
purposes, consolidated sales for the Group for the two month period of
August and September 1996 totaled TDM 43,717.
Sales for the Group fluctuate significantly from month to month depending
primarily upon delivery schedules for machine products being manufactured
for specific customer orders. As such, gross profits and net income for
the Group can fluctuate in relationship to the sales and operating
volumes. Except for the effect on net income of sales and operating
volume differences, there were no material transactions or events that
occurred during the two month period of August and September which would
result in a significant comparability difference.
3. Income taxes
German foreign income taxes concerning partnerships within the
consolidated group are borne by the individual partners.
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4. Subsequent events
On July 31, 1997 Gleason Corporation purchased all of the general and
limited partnership interests of Hermann Pfauter GmbH & Co. and
subsidiaries.
5. Accounting Principles Generally Accepted in the United States
a. Pensions and Anniversary Awards:
According to Financial Accounting Standard ("FAS") 87, "Employers'
Accounting for Pensions", future salary increases, inflation and other
factors must be taken into account for computation of the projected
benefit obligation using the projected unit credit method. The computed
German provision for Hermann Pfauter GmbH & Co pension obligations is not
adjusted for future salary increases and has been computed using the
entry age normal method. In addition, certain pension obligations of
Hermann Pfauter GmbH & Co have not been recorded as pension liabilities
in the consolidated financial statements, as allowed under German
accounting law. Such pension obligations are required to be recorded
according to FAS 87.
US GAAP also requires anniversary award obligations to be recorded for
using a computation method similar to that for pensions as noted above.
Certain anniversary award commitments of Hermann Pfauter GmbH & Co have
not been recorded in the consolidated financial statements.
b. Depreciation of Buildings:
US GAAP requires property, plant and equipment to be systematically
depreciated over the economic useful lives of the assets. However, in the
consolidated financial statements, depreciation on certain buildings
belonging to Hermann Pfauter GmbH & Co includes additional special
depreciation charges allowed for tax purposes which are not a part of
normal depreciation.
c. Provisions for Trade Accounts Receivable:
In the consolidated financial statements, certain adjustments have been
made to establish additional general bad debt and other provisions for
subsidiaries in the United States and other foreign subsidiaries which
would be in excess of amounts allowed under US GAAP.
d. Foreign Currency Hedge Contracts:
Hermann Pfauter GmbH & Co sells to group companies in US Dollar and
Italian Lire denominated invoices. In order to hedge the related
receivables and firm sales commitments, the Company enters into foreign
exchange forward contracts. Receivables from such group companies are
recorded by Hermann Pfauter GmbH & Co at the forward contract rate. As
the subsidiary payable balances are translated at the year end rate in
consolidation, differences arise in eliminating intercompany balances
which are recorded directly into retained earnings.
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Under US GAAP, the foreign currency denominated receivables would be
remeasured at the year end rate and the hedge contracts would be recorded
in the balance sheet at market values effectively offsetting the
receivable remeasurement gains and losses.
e. Special Reserves:
Under tax law, the Company has deferred a portion of the gain on assets
sold in years prior to 1994 and has reflected this deferral as a "special
account containing capital reserves" in the balance sheet. Under US GAAP,
such gains should be recognized at the time of sale.
f. Minority Interest:
Minority interest is considered a part of partners' capital under German
accounting rules whereby under US GAAP minority interest is to be shown
separately outside of the partner capital balances.
Net Income and Partners' Capital:
The application of US GAAP, as described above, would have the following
effects on consolidated net income and partners' capital.
Net Income:
(amounts shown in millions)
For the Periods Ended
----------------------------------
July 31, 1997 September 30, 1996
DM DM
------------- ------------------
Net income (loss) as reported -1.3 -2.4
Items increasing (decreasing)
reported net income:
a. Pensions and anniversary awards -0.6 -0.5
b. Building depreciation 0.0 0.1
c. Provisions for accounts receivable -0.1 -0.3
d. Foreign exchange 0.1 0.0
---- ----
Net income (loss) in accordance with US GAAP -1.9 -3.1
==== ====
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Partners' capital:
(amounts shown in millions)
July 31, 1997
DM
-------------
Partners' capital as reported 1.5
Items increasing (decreasing) reported
partners' capital:
a. Pensions and anniversary awards -12.7
b. Building depreciation 1.1
c. Provisions for accounts receivable 0.3
d. Foreign exchange contracts -0.3
e. Special reserves 0.2
f. Minority interest -2.4
-----
Partners' capital (deficit) in accordance
with US GAAP -12.3
=====
Below is summarized balance sheet data in conformity with US GAAP.
Summarized consolidated balance sheet data:
(amounts shown in millions)
July 31, 1997
DM
-------------
Assets:
Current assets 148.3
Goodwill 6.4
Property, plant and equipment 49.8
Other long-term assets 6.1
-----
Total assets 210.6
=====
Liabilities and partners' capital
Current liabilities 123.5
Long-term liabilities 97.0
Minority interest 2.4
Partners' capital -12.3
-----
Total liabilities and partners' capital 210.6
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