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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
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May 4, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
Gleason Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-8782 16-1224655
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1000 University Avenue
Rochester, New York 14692
(Address of principal executive
offices)
(718) 473-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 4, 1999, the registrant announced in the press release
(the "Press Release") attached hereto as Exhibit 99, that its Board of
Directors had approved the adoption of a Stockholder Rights Plan as
described in the Press Release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Listed below are all Exhibits filed as a part of this current
report.
Exhibit Description
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99 Press Release, dated May 4, 1999.
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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 behalf of
the undersigned hereunto duly authorized.
Dated: May 12, 1999.
GLEASON CORPORATION
By: /s/ Edward J. Pelta
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Name: Edward J. Pelta
Title: Vice President,
General Counsel
& Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 Press Release, dated May 4, 1999.
NEWS FROM For Further Information, Contact:
[GRAPHIC OMITTED]
JOHN J. PERROTTI
Vice President - Finance & Treasurer
(716) 461-8105
Gleason Corporation
1000 University Avenue
P.O. Box 22970
Rochester, New York USA 14692-2970
FOR IMMEDIATE RELEASE
GLEASON CORPORATION HOLDS ANNUAL MEETING,
DECLARES REGULAR QUARTERLY DIVIDEND AND
ADOPTS STOCKHOLDER RIGHTS PLAN TO REPLACE EXPIRING PLAN
ROCHESTER, NEW YORK, May 4, 1999. At Gleason Corporation's (NYSE-GLE)
Annual Meeting held today, stockholders elected Silas L. Nichols and Robert
L. Smialek as directors; and appointed Ernst & Young LLP as independent
auditors for 1999.
The Company's Board of Directors also declared a regular quarterly
dividend of $.0625 per share, payable on May 28, 1999 to stockholders of
record on May 18, 1999.
The Company also announced today that its Board has authorized the
adoption of a new Stockholder Rights Plan to be effective at the close of
business on June 15, 1999 and declared a dividend of one Right to purchase
a fraction of a share of a newly created class of preferred stock for each
share of common stock held by stockholders of record as of June 15, 1999.
The new rights plan will replace the Company's existing rights plan that
will expire at the close of business on June 15, 1999.
The new plan, as was the case with respect to the expiring plan, is
designed to provide protection for the Company's stockholders against
coercive or unfair takeover tactics and is consistent with the Company's
goal of maximizing value for its stockholders. The plan is also designed to
prevent an acquirer from gaining control of the Company without offering a
fair price to all stockholders. Similar stockholder rights plans have been
adopted by more than 2,300 public companies in the U.S., including the
majority of companies in the S&P 500. The new plan was not adopted in
response to any specific proposal or inquiry to acquire control of the
Company.
The Rights, which expire at the close of business June 12, 2009, may
be exercised only if a person or group acquires 15 percent or more of the
Company's common stock or announces a tender offer, the consummation of
which would result in the acquisition of 15 percent or more of the
Company's common stock. The new plan authorizes the Gleason Foundation, in
view of its existing large position in the Company's stock, to acquire up
to 19.9% of the Company's Common Stock.
Once exercisable, and in some cases if certain additional conditions
are met, the new plan allows the Company's stockholders (other than the
acquirer) to purchase common stock in the Company or in the acquirer at a
substantial discount. The rights will trade with the Company's common
stock, unless and until they are separated upon the occurrence of certain
future events. The rights distribution is not taxable to the Company's
stockholders.
The Board has the right to redeem outstanding rights at any time
before a person or group has acquired 15 percent or more of the Company's
common stock or the final expiration of the rights, at a price of $.01 per
right. The terms of the new plan may be amended by the Board in certain
circumstances. A complete description of the new plan will be filed with
the Securities and Exchange Commission, and further details regarding the
new plan will be provided to stockholders in a forthcoming letter.
Gleason Corporation is a world leader in the manufacture of machines
and tooling used in the production of all forms of gears.
More information about Gleason Corporation is
available on the World Wide Web at http://www.gleason.com
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