SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
AMENDMENT NO. 2
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GLEASON CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
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+ (Title of Class of Securities)
377339106
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(CUSIP Number)
James S. Gleason Torque Acquisition Co., L.L.C.
Gleason Corporation c/o Vestar Capital Partners IV, L.P.
1000 University Avenue 245 Park Avenue, 41st Floor
Rochester, New York 14692 New York, New York 10167
(716) 473-1000 (212) 351-1600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Blaine V. Fogg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 14, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d- 1(f) or 13d-1(g), check
the following box o.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
This Amendment No. 2 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D (the "Schedule 13D")
originally filed on December 9, 1999 by Torque Acquisition Co., L.L.C.
("Acquisition Company"), a wholly owned subsidiary of Vestar Capital
Partners IV, L.P. ("Vestar"), James S. Gleason, Janis F. Gleason, David J.
Burns, John J. Perrotti, John J. Perrotti, as Custodian for Jason Perrotti
under the New York Uniform Gift to Minors Act, John J. Perrotti, as
Custodian for Christine J. Perrotti under the New York Uniform Gift to
Minors Act, Edward J. Pelta, John W. Pysnack, Gary J. Kimmet, the GST
Exempt Trust for the benefit of James S. Gleason, and the Non Exempt Trust
for the benefit of James S. Gleason, relating to the joint third-party
tender offer by Acquisition Company and a self-tender offer by Gleason
Corporation, a Delaware corporation (the "Company"), 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 issued pursuant to a Rights Agreement, dated as of May 4,
1999, as amended, between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights" and, together with the Common Stock,
the "Shares"), tendered pursuant to the Offer, 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 tendered in excess of such 2,318,126 Shares paid
for and purchased by Acquisition Company, at $23.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 15, 1999, and
in the related Letter of Transmittal (which, as they may be amended or
supplemented from time to time, together constitute the "Offer").
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Schedule 13D. Acquisition Company, James S.
Gleason, Janis F. Gleason, David J. Burns, John J. Perrotti, John J.
Perrotti, as Custodian for Jason Perrotti under the New York Uniform Gift
to Minors Act, John J. Perrotti, as Custodian for Christine J. Perrotti
under the New York Uniform Gift to Minors Act, Edward J. Pelta, John W.
Pysnack, Gary J. Kimmet, the GST Exempt Trust for the benefit of James
S. Gleason, and the Non Exempt Trust for the benefit of James S. Gleason,
hereby amend and supplement the Schedule 13D as follows:
ITEM 4. PURPOSE OF THE TRANSACTION.
On December 14, 1999, two purported class action lawsuits, each
by a stockholder of the Company against the Company, Vestar Capital
Partners and each of the Company's directors, were filed in the Court of
Chancery of the State of Delaware in and for New Castle County, under the
captions Jaroslawicz v. Gleason Corporation, et al, C.A. No. 17663NC and
Rapkin v. Nichols, et al, C.A. No. 17672NC (collectively, the
"Complaints"). The Complaints, which are substantially similar to each
other, allege, among other things, that (i) the Merger represents an
improper attempt to eliminate the public stockholders of the Company to
permit the defendants to retain for themselves the Company's valuable
business and assets, (ii) the $23.00 per share price offered for the Common
Stock pursuant to the Transactions is grossly unfair and inadequate,
provides value below the fair value of the Company and was not the result
of arm's-length negotiations, (iii) the directors of the Company breached
their fiduciary duties to the stockholders of the Company and (iv) Vestar
Capital Partners knowingly aided and abetted the breaches of such fiduciary
duties. The Complaints seek, among other things, an order (i) certifying
that the lawsuits may be maintained as class actions, (ii) preliminarily
and permanently enjoining the consummation of the Merger, (iii) rescinding
the Merger, in the event the Merger is consummated, (iv) awarding to the
members of the purported class all damages caused to them, including as a
result of any profits or special benefits obtained by the defendants and
(v) awarding the named plaintiffs their costs, including counsel and expert
fees. The Company, the defendant directors and Acquisition Company believe
the Complaints are without merit and intend to defend the lawsuits
vigorously.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
38. Class Action Complaint filed by David Jaroslawicz on December 14,
1999, in the action entitled Jaroslawicz v. Gleason Corporation, et
al, C.A. No. 17663NC (Court of Chancery of New Castle County,
Delaware), incorporated herein by reference to Exhibit (g)(8) of
Amendment No. 1 to the Schedule 14D-1 filed December 17, 1999.
39. Class Action Complaint filed by Isadore Rapkin on December 14, 1999,
in the action entitled Rapkin v. Nichols, et al, C.A. No. 17672NC
(Court of Chancery of New Castle County, Delaware), incorporated herein
by reference to Exhibit (g)(9) of Amendment No. 1 to the Schedule 14D-1
filed December 17, 1999.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 20, 1999
/s/ James S. Gleason
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James S. Gleason
/s/ Janis F. Gleason
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Janis F. Gleason
/s/ David J. Burns
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David J. Burns
/s/ John J. Perrotti
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John J. Perrotti
/s/ John J. Perrotti
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John J. Perrotti,
as Custodian for Jason Perrotti under
the New York Uniform Gift to Minors Act
/s/ John J. Perrotti
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John J. Perrotti,
as Custodian for Christine J. Perrotti
under the New York Uniform Gift to Minors
Act
/s/ Edward J. Pelta
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Edward J. Pelta
/s/ John W. Pysnack
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John W. Pysnack
/s/ Gary J. Kimmet
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Gary J. Kimmet
The GST Exempt Trust for the
benefit of James S. Gleason under
Article Third (E) of the Trust
Under Agreement dated March 8, 1989,
with Lawrence C. Gleason
/s/ Tracy R. Gleason
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Tracy R. Gleason, Successor Trustee
The Non Exempt Trust for the benefit of
James S. Gleason under Article Third (F)
of the Trust Under Agreement dated March 8,
1989, with Lawrence C. Gleason
/s/ Tracy R. Gleason
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Tracy R. Gleason, Successor Trustee
TORQUE ACQUISITION CO., L.L.C.
By:/s/ Sander M. Levy
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Name: Sander M. Levy
Title: President
EXHIBIT INDEX
38. Class Action Complaint filed by David Jaroslawicz on
December 14, 1999, in the action entitled Jaroslawicz v. Gleason
Corporation, et al, C.A. No. 17663NC (Court of Chancery of New
Castle County, Delaware), incorporated herein by reference to
Exhibit (g)(8) of Amendment No. 1 to the Schedule 14D-1 filed
December 17, 1999.
39. Class Action Complaint filed by Isadore Rapkin on December 14,
1999, in the action entitled Rapkin v. Nichols, et al, C.A. No.
17672NC (Court of Chancery of New Castle County, Delaware),
incorporated herein by reference to Exhibit (g)(9) of Amendment
No. 1 to the Schedule 14D-1 filed December 17, 1999.
