SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Amendment No. 2
to
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
---------------
GLEASON CORPORATION
(Name of Subject Company)
GLEASON CORPORATION
(Name of Person(s) Filing Statement)
---------------
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
377339 10 6
(CUSIP Number of Class of Securities)
---------------
Edward J. Pelta, Esq.
Vice President, General Counsel and Secretary
Gleason Corporation
1000 University Avenue
Rochester, New York 14692-2970
(716) 473-1000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing this statement)
With a copy to:
David L. Finkelman, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
(212) 806-5400
<PAGE>
This Amendment No. 2 to the Solicitation and Recommendation Statement
on Schedule 14D-9 amends and supplements the Solicitation and Recommendation
Statement on Schedule 14D-9 originally filed on December 15, 1999 (the "Schedule
14D-9") by Gleason Corporation, a Delaware corporation (the "Company"), relating
to the joint tender offer by Torque Acquisition Co., L.L.C. ("Acquisition
Company"), a Delaware limited liability company and a wholly owned subsidiary of
Vestar Capital Partners IV, L.P. ("Vestar"), and 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 (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,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated December 15, 1999, and the related Letter of
Transmittal. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-9.
The Company hereby amends and supplements the Schedule 14D-9 as
follows:
Item 8. Additional Information.
Item 8 is hereby amended and supplemented as follows:
On December 16, 1999, Plaintiff Melissa Marotta served her complaint,
Marotta v. Nichols, et al, C.A. No. 17643NC, upon the Company, Vestar, and each
of the Company's directors. Defendants were served plaintiff's first request for
production of documents on December 29, 1999. On December 29, 1999, the Company,
Vestar, and the directors moved to dismiss this action for failure to state a
claim upon which relief can be granted. Along with this motion, the Company,
Vestar, and the directors filed a motion to stay discovery. These motions are
presently before the Court of Chancery of the State of Delaware, in and for New
Castle County. The Court has not yet scheduled a hearing date for these motions
or entered any orders related to the motions.
A copy of the motion to dismiss is filed herewith as Exhibit (c)(35)
of this Schedule 14D-9 and is incorporated herein by reference.
Item 9. Material to be filed as Exhibits.
Item 9 is hereby amended and supplemented by the addition of the
following exhibit hereto:
(c)(35) Defendants' Notice of Motion, Motion to Dismiss and Opening Brief in
Support thereof, filed December 29, 1999, in the matter of Marotta v.
Nichols, et al, C.A. No. 17643NC, (Court of Chancery of New Castle
County, Delaware).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 30, 1999
GLEASON CORPORATION
By: /s/ Edward J. Pelta
-------------------------
Name: Edward J. Pelta
Title: Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(c)(35) Defendants' Notice of Motion, Motion to Dismiss and
Opening Brief in Support thereof, filed December 29,
1999, in the matter of Marotta v. Nichols, et al, C.A.
No. 17643NC, (Court of Chancery of New Castle County,
Delaware).
Exhibit (c)(35)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MELISSA MAROTTA, )
)
Plaintiff, )
)
v. ) C.A. No. 17643-NC
)
SILAS L. NICHOLS, ROBERT L. SMIALEK, )
DAVID J. BURNS, J. DAVID CARTWRIGHT, )
JAMES S. GLEASON, MARTIN L. ANDERSON, )
JOHN W. GUFFEY, JR., WILLIAM P. )
MONTAGUE, GLEASON CORPORATION )
And VESTAR CAPITAL PARTNERS, )
)
Defendants. )
NOTICE OF MOTION
TO: Carmella P. Keener
Rosenthal, Monhait, Gross & Goddess, P.A.
919 N. Market Street
Suite 1401
Mellon Bank Center
Wilmington, DE 19801
Edward P. Welch
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, DE 19801
PLEASE TAKE NOTICE that the within Motion to Dismiss will be presented
to the Court at a time convenient to the Court and counsel.
<PAGE>
POTTER ANDERSON & CORROON LLP
By:
------------------------
Michael D. Goldman
OF COUNSEL: Stephen C. Norman
1313 N. Market Street
STROOCK & STROOCK & LAVAN LLP Hercules Plaza
Bruce H. Schneider P. O. Box 951
180 Maiden Lane Wilmington, DE 19801
New York, NY 10038-4982 (302) 984-6000
(212) 806-5636 Attorneys for Defendants, Silas L. Nichols,
Robert L. Smialek, J. David Cartwright,
Martin L. Anderson, John W. Guffey, Jr.,
Dated: December 29, 1999 William P. Montague and Gleason Corporation
<PAGE>
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MELISSA MAROTTA, )
)
Plaintiff, )
)
v. ) C.A. No. 17643-NC
)
SILAS L. NICHOLS, ROBERT L. SMIALEK, )
DAVID J. BURNS, J. DAVID CARTWRIGHT, )
JAMES S. GLEASON, MARTIN L. ANDERSON, )
JOHN W. GUFFEY, JR., WILLIAM P. )
MONTAGUE, GLEASON CORPORATION )
And VESTAR CAPITAL PARTNERS, )
)
Defendants. )
MOTION TO DISMISS
Defendants, Silas L. Nichols, Robert L. Smialek, J. David Cartwright,
Martin L. Anderson, John W. Guffey, Jr., William P. Montague and Gleason
Corporation, by and through its undersigned counsel, hereby move to dismiss the
class action complaint on the ground that it fails to state a claim upon which
relief can be granted.
POTTER ANDERSON & CORROON LLP
By:
-------------------------------
Michael D. Goldman
OF COUNSEL: Stephen C. Norman
1313 N. Market Street
STROOCK & STROOCK & LAVAN LLP Hercules Plaza
Bruce H. Schneider P. O. Box 951
180 Maiden Lane Wilmington, DE 19801
New York, NY 10038-4982 (302) 984-6000
(212) 806-5636 Attorneys for Defendants, Silas L. Nichols,
Robert L. Smialek, J. David Cartwright,
Martin L. Anderson, John W. Guffey, Jr.,
William P. Montague and Gleason Corporation
Dated: December 29, 1999
<PAGE>
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MELISSA MAROTTA, )
)
Plaintiff, )
)
v. ) C.A. No. 17643-NC
)
SILAS L. NICHOLS, ROBERT L. SMIALEK, )
DAVID J. BURNS, J. DAVID CARTWRIGHT, )
JAMES S. GLEASON, MARTIN L. ANDERSON, )
JOHN W. GUFFEY, JR., WILLIAM P. )
MONTAGUE, GLEASON CORPORATION )
And VESTAR CAPITAL PARTNERS, )
)
Defendants. )
DEFENDANTS' OPENING BRIEF IN SUPPORT
OF THEIR MOTION TO DISMISS THE COMPLAINT
Michael D. Goldman
Stephen C. Norman
POTTER ANDERSON & CORROON LLP
Hercules Plaza, 1313 N. Market Street
P. O. Box 951
Wilmington, DE 19801
(302) 984-6000
Bruce H. Schneider
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane New York, NY 10038-4982
(212) 806-5636
Dated: December 29, 1999
<PAGE>
TABLE OF CONTENTS
STATEMENT OF FACTS......................................................1
ARGUMENT................................................................7
I. THE CONCLUSORY ALLEGATIONS OF THE COMPLAINT
FAIL TO STATE A CLAIM.......................................7
II. PLAINTIFF HAS FAILED TO ALLEGE FACTS WHICH WOULD
REBUT THE BUSINESS JUDGMENT RULE PRESUMPTION
TO WHICH THE INDEPENDENT DIRECTORS ARE ENTITLED.............9
III. THE CLAIM FOR DAMAGES AGAINST THE DIRECTOR
DEFENDANTS IS BARRED BY GLEASON'S CERTIFICATE OF
INCORPORATION...............................................8
CONCLUSION.............................................................10
<PAGE>
TABLE OF AUTHORITIES
Arnold v. Society for Savings Bancorp, Inc.,
650 A.2d 1270 (1994).................................................8
Aronson v. Lewis,
473 A.2d 805 (Del. 1984).............................................5
Budget Rent-A-Car Corp. Shareholders Litigation,
[1991 Transfer Binder] Fed. Sec. L. Rep. (CCH) P 96 (Del. Ch. 1991)..7
Canal Capital Corp. v. French,
Del. Ch., C.A. No. 11764, Berger, V.C. (1992)........................7
Cede & Co. v. Technicolor, Inc.,
634 A.2d 345 (Del. 1993)............................................5
Grimes v. Donald,
Del. Supr., 673 A.2d 1207 (1996).....................................3
Grobow v. Perot,
Del. Supr., 539 A.2d 180 (1988)......................................3
International Equity Capital Growth Fund L.P. v. Clegg,
Del. Ch., C.A. No. 14995, Allen, C. (1997)...........................6
John Hancock Capital Growth Management, Inc. v. Aris Corp.,
Del. Ch., C.A. No. 9920, Jacobs, V.C. (1990).........................9
Lewis v. Leaseway Transportation Corp,
Del. Ch., C.A. No. 8720, Chandler, V.C. (1990).......................5
Nebenzahl v. Miller,
Del. Ch., C.A. No. 13206, Steele, V.C. (1996)........................6, 7
Porter v. Texas Commerce Bancshares, Inc.,
Del. Ch., C.A. No. 9114, Allen, C. (1989)............................5
Rabkin v. Philip A. Hunt Chemical Corporation,
Del. Supr., 498 A.2d 1099 (1985).....................................3
Revlon Inc. v. McAndrew & Forbes Holdings, Inc.,
506 A.2d 173 (Del. 1986).............................................5
Shearin v. E.F. Hutton Group, Inc.,
Del. Ch., 652 A.2d 578 (1994)........................................5
Solomon v. Pathe Communications Corp.,
Del Ch., 1995 Del. Ch. LEXIS 46, Allen, C. (April 21, 1995)
aff'd, Del. Supr., 672 A.2d 35 (1996)................................3, 4
Rules and Statutes
Section 102(b)(7) DGCL..................................................8
<PAGE>
STATEMENT OF FACTS
This action purports to challenge a merger negotiated at arms-length
by a special committee of independent directors of Gleason Corporation
("Gleason" or the "Company") and an acquiring group that includes certain
members of Gleason's management. This action was filed within hours of Gleason
announcing the proposed merger, and days before the Offer to Purchase was sent
to stockholders of Gleason.
On December 9, 1999, Gleason announced that it had signed a definitive
merger agreement (the "Agreement") with Vestar Capital Partners ("Vestar"), an
investment firm specializing in management buy-outs and growth capital
investments. Because Vestar's proposal had called for the participation by
members of Gleason's senior management, the board of directors formed a special
commitee of non-management independent directors composed of defendants John W.
Guffey, Jr., William P. Montague and Robert L. Smialek (the "Special Committee")
to consider and negotiate any potential transaction proposed by Vestar and the
Company's senior management. To assist it in evaluating and negotiating any
proposal, the Special Committee engaged Stroock & Stroock & Lavan LLP as its
counsel and Bear Stearns & Co. Inc. as its financial advisor.
The Agreement which resulted from this negotiation provided that a
newly formed company controlled by Vestar and the Company would commence a joint
tender offer to purchase all of Gleason's outstanding common shares for $23.00
per share in cash (the "Offer"). James S. Gleason, David J. Burns, and certain
other members of Gleason's management (together with Vestar, the "Group") and
the Gleason Foundation ( the "Foundation") will not tender their shares. The
Offer is conditioned on the tender of a sufficient number of shares to give the
Group ownership of two-thirds of the outstanding shares. In other words, it is a
condition of the Offer that approximately 80% of the shares held by public
stockholders be tendered.
This complaint was filed before stockholders were provided with the
information provided in the Offer to Purchase regarding the Special Committee's
and Board of Directors' deliberations, and information upon which Bear Stearns
based its opinion that the $23.00 per share offer price was fair, from a
financial point of view, to the Company's stockholders other than the Group and
the Foundation. Plaintiff's complaint was then virtually copied by other
plaintiff stockholders; but this was the only complaint that was served. As will
be seen, this complaint alleges nothing more than that the $23.00 cash price is
"inadequate" and that the director defendants have breached their fiduciary
duties, albeit in some unspecified manner. In reality, however, the $23.00 cash
price represented a premium of approximately 27.8% over the $18.00 per share
closing price on the last full trading day before the Agreement was publicly
announced, and approximately 10.5% over the 52-week closing high of $20.81 per
share.
Defendants Silas L. Nichols, Robert L. Smialek, J. David Cartwright,
Martin L. Anderson, John W, Guffey, Jr. and William P. Montague (collectively,
the "Independent Director Defendants"), all independent non-management directors
of Gleason, and the Company submit this opening brief in support of their motion
to dismiss the complaint.
<PAGE>
ARGUMENT
I. THE CONCLUSORY ALLEGATIONS OF THE COMPLAINT
FAIL TO STATE A CLAIM
It is a familiar principle that, on a motion to dismiss the complaint,
while the factual allegations of the complaint must be taken as true, conclusory
allegations are not accepted as true. See, e.g., Grobow v. Perot, Del. Supr.,
539 A.2d 180, 187 n.6 (1988); Grimes v. Donald, Del. Supr., 673 A.2d 1207, 1213
(1996). "[A] plaintiff's mere allegation of `unfair dealing', without more,
cannot survive a motion to dismiss." Rabkin v. Philip A. Hunt Chemical
Corporation, Del. Supr., 498 A.2d 1099, 1105 (1985).
In the context of shareholder litigation, the scrupulous application
of these pleading requirements addresses a genuine public policy concern. Former
Chancellor Allen encapsulated the reason for requiring a shareholder challenging
a transaction to allege a sufficient factual basis for his claim.
It is a fact evident to all of those who are familiar with shareholder
litigation that surviving a motion to dismiss means, as a practical
matter, that economical rational defendants ... will settle such
claims .... This fact causes one to apply the pleading test under Rule
12 with special care in such suits. The court cannot be satisfied with
mere conclusions, as it might, for example, in an auto-accident case,
because in this sort of litigation the risk of strike suits means that
too much turns on the mere survival of the complaint.
Solomon v. Pathe Communications Corp., Del Ch., 1995 Del. Ch. LEXIS 46 at *13,
Allen, C. (April 21, 1995), aff'd, Del. Supr., 672 A.2d 35, 38 (1996) (Exhibit G
hereto).
Here, plaintiff alleges nothing more than that the Independent
Directors agreed to a price that plaintiff (and her counsel) believe to be
"unconscionable, unfair and grossly inadequate consideration" for such
boilerplate reasons as "the intrinsic value of the stock ... is materially in
excess of" the offer price "giving due consideration to the possibilities of
[its] growth and profitability ... in light of its business, earnings and
earnings power, present and future" and the offer price "is inadequate and
offers an inadequate premium." (Complaint P. 15). As a result, plaintiffs make
the predictable bald assertion:
By reason of the foregoing, the individual defendants have violated
their fiduciary duties to plaintiff and the Class.
(Complaint P. 17).
The Offer is the first step in a contemplated merger transaction. The
same $23.00 cash consideration is offered in the Offer and as consideration in
the subsequent merger; hence, there is nothing coercive about this proposal. See
generally Solomon v. Pathe Communications Corp., 1995 Del. Ch. LEXIS 46 at *15
("the adequacy of the price in a tender offer does not raise a triable issue
unless price is connected to valid claims of breach of fiduciary duty ... [s]o
long as a free choice to accept or reject a tender offer is present"). A
stockholder, not satisfied with the price being offered, is at liberty to retain
his shares. If enough stockholders agree with his assessment and refuse to
tender, the minimum tender requirement will not be satisfied. Moreover, even if
that requirement were satisfied and the transaction proceeded to the second-step
merger, those shareholders dissatisfied with the offering price would be
entitled to appraisal. The Offer to Purchase specifically advises shareholders
of their ultimate appraisal rights and cautions that "stockholders who intend to
exercise their appraisal rights should not tender their Shares pursuant to the
Offer." (Offer to Purchase, p.42).
This Court has routinely dismissed similar claims based upon
allegations of an inadequate price, finding that appraisal is the sole remedy.
See, e.g., Lewis v. Leaseway Transportation Corp, Del. Ch., C. A. No. 8720,
Chandler, V.C. (1990) (Exhibit D hereto); Porter v. Texas Commerce Bancshares,
Inc., Del. Ch., C.A. No. 9114, Allen, C. 1989) (Exhibit F hereto); Shearin v.
E.F. Hutton Group, Inc., 652 A.2d 578, 592 (Del. Ch. 1994). Here, stripped of
conclusory boilerplate accusations, all that plaintiff has alleged is that the
offer price is inadequate. Plaintiff's complaint fails to state a claim for
relief, and her remedy, if need be, lies in an appraisal proceeding at the
appropriate time.
II. PLAINTIFF HAS FAILED TO ALLEGE FACTS
WHICH WOULD REBUT THE BUSINESS
JUDGMENT RULE PRESUMPTION TO WHICH
THE INDEPENDENT DIRECTORS ARE ENTITLED
Where applicable, the business judgment rule creates a presumption
that directors, in approving a transaction, acted in good faith, on an informed
basis, and in the best interest of the corporation. See, e.g., Aronson v. Lewis,
473 A.2d 805, 812 (Del. 1984). Consequently, the business judgment rule shields
the directors from personal liability and their decisions from judicial
scrutiny. See, e.g., Revlon Inc. v. McAndrew & Forbes Holdings, Inc., 506 A.2d
173, 180 n.10 (Del. 1986).
[A] shareholder plaintiff challenging a board decision has the burden
at the outset to rebut the rule's presumption....To rebut the rule, a
shareholder plaintiff assumes the burden of providing evidence that
directors, in reaching their challenged decision, breached any one of
the triads of their fiduciary duty - good faith, loyalty or due care.
Cede & Co. v. Technicolor, Inc., 634 A.2d 345, 361 (Del. 1993). "A plaintiff has
the burden of rebutting this presumption....The plaintiff must show the
directors breached their duty of loyalty or duty of due care in reaching the
allegedly improper decision." Nebenzahl v. Miller, Del. Ch., C.A. No. 13206,
Steele, V.C. (1996) (citations omitted) (Exhibit E hereto).
In order to rebut the threshold presumptions created by the business
judgment rule, a plaintiff may not rely upon conclusory allegations but "must
plead specific 'facts' showing a reasonable doubt as to the applicability of the
business judgment presumption." International Equity Capital Growth Fund L.P. v.
Clegg, Del. Ch., C.A. No. 14995, Allen, C. (1997) (Exhibit B hereto. Here,
plaintiff has not alleged any facts that would even remotely suggest that the
Independent Directors are not entitled to the protection of the business
judgment rule. Plaintiff does not claim that the Independent Directors have any
interest in this transaction, nor could she. Plaintiff also does not plead any
facts that would suggest that the Independent Directors failed to discharge
properly their duty of care, nor could plaintiff make any such allegations.
The board of directors is independent, and plaintiff does not claim
otherwise. The transaction was reviewed and negotiated by a Special Committee of
those independent directors, who were advised by counsel and a financial advisor
of their own choosing. The Special Committee received an opinion from its
financial advisor that the $23.00 price was fair to the public stockholders of
the Company. To further ensure the fairness of the transaction, the Special
Committee negotiated for an extended period for the Offer - 49 days after the
transaction had been publicly announced. The Special Committee also demanded,
and obtained, the right to negotiate with and provide information in response to
written acquisition proposals from third parties interested in a possible
acquisition of the Company.
Furthermore, the Offer is conditioned upon the tender of a sufficient
number of shares to give the Group and the Foundation two-thirds of the
outstanding public shares because a two-thirds vote is required by the Company's
certificate of incorporation for the contemplated back-end merger. To attain
this, approximately 80% of the shares held by the public will have to be
tendered.
Courts have not hesitated to apply the business judgment rule to
dismiss deficient complaints at the pleading stage. See, e.g., Nebenzahl v.
Miller, 1996 Del. Ch. LEXIS at *8-9 (dismissing a class action challenge to a
merger where the claims of director self-interest and unfair price alleged only
conclusions and not specific facts); Canal Capital Corp. v. French, Del. Ch.,
C.A. No. 11764, Berger, V.C. (1992) (Exhibit A hereto) (motion to dismiss
granted on breach of fiduciary duty claims where complaint failed to provide
"factual support" for its conclusory allegations of self-interest by directors
which would overcome the business judgment rule); In re Budget Rent-A-Car Corp.
Shareholders Litigation, [1991 Transfer Binder] Fed. Sec. L. Rep. (CCH) P 96,120
(Del. Ch. 1991). Since the complaint does not allege any facts that would rebut
the Independent Directors' protection under the business judgment rule, the
complaint should be dismissed. III.
<PAGE>
III. THE CLAIM FOR DAMAGES AGAINST THE
DIRECTOR DEFENDANTS IS BARRED BY
GLEASON'S CERTIFICATE OF INCORPORATION
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
allows a corporation to include in its certificate of incorporation
[a] provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under ss. 174 of this title; or (iv) for any
transaction from which the director derived an improper personal
benefit.
Pursuant to that statutory authority, in 1987, Gleason's stockholders approved
the Restated Certificate of Incorporation which eliminates director liability to
the full extent permitted by ss. 102(b)(7). See Article Tenth of Gleason's
Restated Certificate of Incorporation (Ex. A to the Opening Brief of defendants
Vestar, Gleason and Burns).
The complaint does not plead any facts that would support a finding
that any of the exceptions to ss. 102(b)(7) or Gleason's certificate of
incorporation would apply here. There are no facts alleged that any of the
Independent Directors breached his duty of loyalty, engaged in any act of
intentional misconduct or knowing violation of the law, or acted in bad faith.
As demonstrated, there are no allegations that would support a claim
of a breach of the duty of care by the Independent Directors. However, to the
extent that the complaint can be read as stating such a claim, any claim for
damages is barred by DGCL ss. 102(b)(7) and Gleason's certificate of
incorporation, and should be dismissed. See, e.g., Arnold v. Society for Savings
Bancorp, Inc., 650 A.2d 1270, 1287 (1994); John Hancock Capital Growth
Management, Inc. v. Aris Corp., Del. Ch., C.A. No. 9920, Jacobs, V.C. (1990)
(Exhibit C hereto).
<PAGE>
CONCLUSION
For the foregoing reasons, the claims against defendants Silas L.
Nichols, Robert L. Smialek, J. David Cartwright, Martin L. Anderson, John W,
Guffey, Jr., William P. Montague and Gleason Corporation should be dismissed.
POTTER ANDERSON & CORROON LLP
By
-------------------------------
Michael Goldman
Stephen Norman
Hercules Plaza
1313 North Market Street
P.O. Box 951
Wilmington, Delaware 19899
(302) 984-6000
Attorneys for Defendants
Silas L. Nichols, Robert L. Smialek,
J. David Cartwright, Martin L. Anderson,
John W. Guffey, Jr., William P.
Montague and Gleason Corporation
OF COUNSEL:
Bruce H. Schneider
STROOCK & STROOCK & LAVAN LLP 180 Mauden Lane New York, New York 10038-4982
(212) 806-5400
December 29, 1999
