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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
GLEASON CORPORATION
(Name of Issuer)
(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
P.O. BOX 22970
ROCHESTER, NEW YORK 14692
TELEPHONE: (716) 473-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
COPY TO: and to:
BLAINE V. FOGG, ESQ. DAVID L. FINKELMAN, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP Stroock & Stroock & Lavan LLP
919 Third Avenue 180 Maiden Lane
New York, New York 10022 New York, New York 10038
Telephone: (212) 735-3000 Telephone: (212) 806-5400
DECEMBER 15, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$193,509,856 $38,702
* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of 8,413,472 shares of common
stock, par value $1.00 per share (the "Shares"), of Gleason
Corporation, a Delaware corporation (the "Company"), at a price of
$23.00 per Share in cash. As of November 30, 1999, there were
9,589,195 Shares issued and outstanding. Certain stockholders of the
Company, owning in the aggregate (1) 1,458,983 Shares and (2) 472,322
unexercised options to acquire Shares under various employee stock
option plans of the Company as of November 30, 1999, have agreed not
to tender their Shares (which in the aggregate total 1,931,305 Shares,
including Shares underlying options) pursuant to the Offer. Based on
the foregoing, the maximum number of Shares available to be tendered
pursuant to the Offer is 8,413,472 Shares, which is equal to the
number of Shares outstanding on a fully diluted basis as of November
30, 1999 less the aggregate number of Shares and options to acquire
Shares owned by the non-tendering stockholders. The amount of the
filing fee calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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Amount previously paid: $38,702 Filing party: Torque Acquisition Co., L.L.C.
Form or registration no.: Schedule 14D-1 Date filed: December 15, 1999
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INTRODUCTION
This Amendment No. 2 to an Issuer Tender Offer Statement on Schedule
13E-4 (the "Statement") amends and supplements the Statement originally
filed on December 15, 1999 by Gleason Corporation (the "Company") relating
to the joint third-party tender offer by Torque Acquisition Co., L.L.C.
("Acquisition Company" and, together with the Company, the "Purchasers"), a
wholly owned subsidiary of Vestar Capital Partners IV, L.P. ("Vestar"), and
a self-tender offer by 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"), of
the Company tendered pursuant to the Offer, 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-1.
The Company hereby amends and supplements the Schedule 13E-4 as
follows:
ITEM 8. ADDITIONAL INFORMATION.
Item 8(d) is hereby amended and supplemented as follows:
(d) 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(g)(10 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 due 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
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(g)(10) 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.
