SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GLEASON CORPORATION
(NAME OF SUBJECT COMPANY)
GLEASON CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
377339 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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
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<PAGE>
This Amendment No. 1 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., 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 14, 1999, two additional 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 Offer 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.
Copies of the Complaints are filed herewith as Exhibits (c)(33) and
(c)(34) of this Schedule 14D-9 and are incorporated herein by reference.
Item 8 is further amended and supplemented as follows:
The definitive copy of the Offer to Purchase which was mailed to the
Company's stockholders and filed with the Securities and Exchange Commission on
December 16, 1999 as Exhibit 21 to Amendment No. 1 to the Schedule 13D
originally filed on December 9, 1999 (the "Schedule 13D") by 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, the Non Exempt Trust for the
benefit of James S. Gleason and Acquisition Company, contained an additional
Precedent M&A Transaction in the section of the Offer to Purchase captioned
"SPECIAL FACTORS-Opinion of the Special Committee's Financial Advisor-Precedent
M&A Transactions Analysis."
A copy of such Offer to Purchase is filed herewith as Exhibit (a)(1)
and supersedes prior Exhibit (a)(1) to the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated December 15, 1999 (supersedes prior Exhibit
(a)(1) to the Schedule 14D-9) (incorporated by reference to Exhibit 21
to Amendment No. 1 to the Schedule 13D filed on December 16, 1999).
(c)(33) 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 by reference to Exhibit (g)(8) of Amendment 1
to the Schedule 14D-1 originally filed by Acquisition Company with
respect to the Shares on December 15, 1999 (the "Schedule 14D-1")).
(c)(34) 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 by
reference to Exhibit (g)(9) of Amendment 1 to the Schedule 14D-1).
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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 20, 1999
GLEASON CORPORATION
By: /s/ Edward J. Pelta
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Name: Edward J. Pelta
Title: Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1) Offer to Purchase dated December 15, 1999 (supersedes prior
Exhibit (a)(1) to the Schedule 14D-9) (incorporated by reference
to Exhibit 21 to Amendment No. 1 to the Schedule 13D filed on
December 16, 1999).
(c)(33) 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 by reference to Exhibit
(g)(8) of Amendment 1 to the Schedule 14D-1).
(c)(34) 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 by reference to Exhibit (g)(9) of Amendment 1 to
the Schedule 14D-1).
