SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 8, 1999
Date of Report (Date of Earliest Event Reported)
GLEASON CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-8782 16-122465582
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State or Other Jurisdiction of (Commission File (IRS Employer)
Incorporation or Organization) Number) Identification No.)
1000 UNIVERSITY AVENUE, P.O. BOX 22970, ROCHESTER, NEW YORK 14692
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(Address of Principal Executive Office) (Zip Code)
(716) 473-1000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On December 15, 1999, Gleason Corporation, a Delaware
corporation (the "Company"), and Torque Acquisition Co., L.L.C., a newly
formed Delaware limited liability company and a wholly owned subsidiary of
Vestar Capital Partners IV, L.P. ("Acquisition Company"), commenced a joint
offer (the "Offer") to purchase all of the outstanding shares of common
stock, par value $1.00 per share, of the Company (the "Common Stock"),
together with the associated preferred share purchase rights (the "Rights"
and, together with the Common Stock, the "Shares"), at a purchase price of
$23.00 per Share, net to the seller in cash (such amount, or any greater
amount per Share paid pursuant to the Offer, being referred to herein as
the "Offer Price"), without interest thereon, with Acquisition Company
agreeing to pay for and purchase the first 2,318,126 Shares tendered
pursuant to the Offer and the Company agreeing to pay for and purchase all
Shares in excess of such 2,318,126 Shares paid for and purchased by
Acquisition Company.
The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of December 8, 1999 (the "Merger Agreement"), by and among
the Company, Acquisition Company and Torque Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Acquisition Company ("Merger
Subsidiary"). Pursuant to the Merger Agreement, following the completion of
the Offer and the satisfaction or waiver of certain other conditions,
Merger Subsidiary will be merged with and into the Company (the "Merger")
with the Company being the surviving corporation. In the Merger, each
outstanding Share (other than (i) Shares held by the Company or its
subsidiaries, (ii) Shares held by Acquisition Company or Merger Subsidiary
or their affiliates, (iii) certain Shares held by the Gleason Foundation,
(iv) certain Shares held by James S. Gleason, Chairman and Chief Executive
Officer of the Company, (v) Shares held by certain other stockholders of
the Company and (vi) Dissenting Shares (as defined in the Merger Agreement)
will be converted into the right to receive the Offer Price without
interest thereon.
A copy of each of the Merger Agreement and the press release
announcing the transaction are filed herewith as Exhibits 2.1 and 99.1,
respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
No. Description
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2.1 Agreement and Plan of Merger, dated as of December 8,
1999, by and among Gleason Corporation, Torque
Acquisition Co., L.L.C. and Torque Merger Sub, Inc.
(attached as Exhibit III to the Offer to Purchase
attached as Exhibit (a)(1) to the Schedule 14D-1 of
Torque Acquisition Co., L.L.C. filed on December 15, 1999
and incorporated herein by reference).
99.1 Text of Press Release of Gleason Corporation, dated
December 9, 1999 (attached as Exhibit (a)(8) to the
Schedule 14D-1 of Torque Acquisition Co., L.L.C. filed on
December 15, 1999 and incorporated herein by reference).
SIGNATURE
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 hereunto duly authorized.
Date: December 17, 1999
GLEASON CORPORATION
By: /s/ EDWARD J. PELTA
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Name: Edward J. Pelta
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of December 8,
1999, by and among Gleason Corporation, Torque
Acquisition Co., L.L.C. and Torque Merger Sub, Inc.
(attached as Exhibit III to the Offer to Purchase
attached as Exhibit (a)(1) to the Schedule 14D-1 of
Torque Acquisition Co., L.L.C. filed on December 15, 1999
and incorporated herein by reference).
99.1 Text of Press Release of Gleason Corporation, dated
December 9, 1999 (attached as Exhibit (a)(8) to the
Schedule 14D-1 of Torque Acquisition Co., L.L.C. filed on
December 15, 1999 and incorporated herein by reference).
