SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
AMENDMENT NO. 3
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 29, 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 | |.
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.
(Page 1 of 6 pages)
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This Amendment No. 3 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.
Item 4 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 Capital Partners 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented as follows:
40. 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), attached
as Exhibit (g)(10) to the Schedule 14D-1 and incorporated
herein by reference.
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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 30, 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
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EXHIBIT INDEX
40. 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), attached as Exhibit (g)(10) to the Schedule 14D-1
and incorporated herein by reference.
