SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
GLEASON CORPORATION
(Name of Issuer)
GLEASON CORPORATION
TORQUE ACQUISITION CO., L.L.C.
<TABLE>
<S> <C>
JAMES S. GLEASON EDWARD J. PELTA
DAVID J. BURNS JOHN W. PYSNACK
JOHN J. PERROTTI GARY J. KIMMET
JOHN J. PERROTTI AS CUSTODIAN FOR JASON JOHN J. PERROTTI AS CUSTODIAN FOR
PERROTTI UNDER THE CHRISTINE J. PERROTTI UNDER
NEW YORK UNIFORM GIFT TO MINORS ACT THE NEW YORK UNIFORM GIFT TO MINORS ACT
</TABLE>
(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 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
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of 1933.
c. |X| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. |_|
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.
<TABLE>
<S> <C>
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
</TABLE>
- -------------------------------------------------------------------------------
===============================================================================
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 amends and supplements the Rule 13e-3 Transaction Statement
on Schedule 13E-3 (the "Schedule 13E-3") originally filed on December 15,
1999 by Gleason Corporation, a Delaware corporation (the "Company"), the
issuer of the equity securities which are the subject of a Rule 13e-3
transaction, Torque Acquisition Co., L.L.C., a Delaware limited liability
company and wholly owned subsidiary of Vestar Capital Partners IV, L.P.
("Acquisition Company"), and certain stockholders of the Company in
connection with a joint offer by the Company and Acquisition 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-1. The
Company, Acquisition Company, James S. 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 and Gary J. Kimmet hereby amend and supplement
the Schedule 13E-3 as follows:
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented as follows:
On December 14, 1999, two 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
Transactions 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, filed as Exhibits (g)(8) and (g)(9) to
Amendment No. 1 to the Schedule 14D-1 filed on December 17, 1999, are
incorporated herein by reference.
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 17, 1999 as Exhibit (a)(9) to Amendment No. 1 to the
Schedule 14D-1 originally filed on December 15, 1999 by 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 incorporated in its entirety
herein by reference to Exhibit 21 of Amendment No. 1 to the Schedule 13D
filed on December 16, 1999.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(d)(1) Offer to Purchase, dated December 15, 1999, attached as Exhibit
21 to Amendment No. 1 to the Schedule 13D filed on December 16,
1999 and incorporated herein by reference in response to Item
9(a) of the Schedule 13E-4 (supersedes prior Exhibit (d)(1) to
the Schedule 13E-3).
(g)(8) 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), attached as Exhibit (g)(8) to Amendment
No. 1 to the Schedule 14D-1 filed on December 17, 1999 and
incorporated herein by reference.
(g)(9) 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),
attached as Exhibit (g)(9) to Amendment No. 1 to the Schedule
14D-1 filed on December 17, 1999 and incorporated herein by
reference.
SIGNATURE
After due 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 17, 1999
GLEASON CORPORATION
By: /s/ Edward J. Pelta
Name: Edward J. Pelta
Title: Vice President, General Counsel
and Secretary
/s/ James S. Gleason
James S. Gleason
/s/ David J. Burns
David J. Burns
/s/ John J. Perrotti
John J. Perrotti
/s/ John J. Perrotti
John J. Perrotti,
as Custodian for Jason Perrotti
under the New York Uniform Gift to Minors Act
/s/ John J. Perrotti
John J. Perrotti,
as Custodian for Christine J. Perrotti
under the New York Uniform Gift to Minors Act
/s/ Edward J. Pelta
Edward J. Pelta
/s/ John W. Pysnack
John W. Pysnack
/s/ Gary J. Kimmet
Gary J. Kimmet
TORQUE ACQUISITION CO., L.L.C.
By: /s/ SANDER M. LEVY
Name: Sander M. Levy
Title: President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(d)(1) Offer to Purchase, dated December 15, 1999, attached as
Exhibit 21 to Amendment No. 1 to the Schedule 13D filed on
December 16, 1999 and incorporated herein by reference
(supersedes prior Exhibit (d)(1) to the Schedule 13E-3).
(g)(8) 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), attached as
Exhibit (g)(8) to Amendment No. 1 to the Schedule 14D-1
filed on December 17, 1999 and incorporated herein by
reference.
(g)(9) 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), attached as Exhibit (g)(9) to Amendment
No. 1 to the Schedule 14D-1 filed on December 17, 1999 and
incorporated herein by reference.
