- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLEASON CORPORATION
(Name of Subject Company (Issuer))
TORQUE ACQUISITION CO., L.L.C.
(Bidder)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
377339106
(CUSIP Number of Class of Securities)
GLEASON CORPORATION
ATTN: EDWARD J. PELTA, ESQ.
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
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 Bidder)
COPY TO:
BLAINE V. FOGG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
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.
|_| 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.
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
- -----------------------------------------------------------------------------
(Continued on following pages)
This Amendment No. 8 to the Tender Offer Statement on
Schedule 14D-1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed on December 15, 1999 (the "Schedule 14D-1")
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., relating to the joint tender offer by Acquisition
Company and 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 (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, the
supplement thereto, dated February 4, 2000, 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. Acquisition Company hereby
amends and supplements the Schedule 14D-1 as follows:
ITEM 10. ADDITIONAL INFORMATION.
On February 9, 2000, the Company issued an earnings press
release, a copy of which is attached hereto as Exhibit (g)(14) and is
incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition
of the following exhibits thereto:
(g)(14) Press Release, dated February 9, 2000.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 9, 2000
TORQUE ACQUISITION CO., L.L.C.
By: /s/ SANDER M. LEVY
-------------------
Name: Sander M. Levy
Title: President
EXHIBIT INDEX
Exhibits Description
-------- -----------
(g)(14) Press Release, dated February 9, 2000.
NEWS FROM For Further Information, Contact:
GLEASON 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 REPORTS FOURTH QUARTER
AND FULL YEAR RESULTS
<TABLE>
<CAPTION>
(Dollars in millions, Summary Results
except per share amounts)
Fourth Quarter Year
Ended Ended
December 31, December 31,
------------ ------------
% %
1999 1998 Change 1999 1998 Change
---- ---- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Sales $ 99.1 $ 108.9 (9%) $ 345.7 $ 409.3 (16%)
Net Income $ 4.2 $ 8.4 (49%) $ 13.2 $ 26.1 (49%)
Earnings per share:
Basic $ 0.4 $ 0.84 (48%) $ 1.37 $ 2.52 (46%)
Diluted $ 0.4 $ 0.81 (47%) $ 1.33 $ 2.43 (45%)
</TABLE>
ROCHESTER, NEW YORK, February 9, 2000. Gleason Corporation
(NYSE-GLE) today reported that net income for the fourth quarter ended
December 31, 1999, was $4.2 million, or $.43 per diluted share, compared to
$8.4 million, or $.81 per diluted share, for the 1998 fourth quarter.
For the 1999 full year, net income was $13.2 million, or $1.33 per
diluted share, which included special items which, in the aggregate,
amounted to a net after-tax charge of $1.3 million, or $.13 per diluted
share. The special items in the 1999 full-year results included
restructuring costs totaling $1.8 million after-tax, or $.18 per share, and
an after-tax gain on the sale of real estate of $.5 million, or $.05 per
share. Net income for the 1998 full year was $26.1 million, or $2.43 per
diluted share, which included a non-cash, after-tax charge of $1.2 million,
or $.11 per diluted share, related to the settlement of a pension plan.
Sales for the 1999 fourth quarter and full year decreased 9% and
16%, respectively, versus the comparable prior year periods. Sales for the
1999 fourth quarter and full year decreased primarily due to lower
shipments of gear production machines to the North and South American
markets.
Net orders for the 1999 fourth quarter were $106.9 million
compared to $94.4 million in the 1998 fourth quarter. For the 1999 full
year, net order levels were $369.2 million compared to $364.1 million in
1998. Order levels for the fourth quarter improved compared to the prior
year quarter due to increased demand for bevel gear equipment from U.S.
vehicle producers. Backlog increased to $163.3 million at December 31, 1999
, including backlog of $7.4 million acquired with the purchase of OGA
Corporation in the 1999 first quarter, compared to $132.5 million at
December 31, 1998.
James S. Gleason, Chairman and Chief Executive Officer, said, "Our
order levels over the past two years have been hurt by lower capital
spending by vehicle producers for factory equipment and slumping economic
conditions in major geographic regions including Asia and South America.
The increase in orders experienced in the fourth quarter was bolstered by
higher demand for many of the Company's new product offerings introduced
over the past year.
"In addition to the lower sales created by sluggish demand in many
of our markets, our operating performance was negatively impacted by
certain spending initiatives and increased competitive pressures. In 1999,
the Company embarked on a global implementation of a new enterprise
resource planning (ERP) information system and incurred legal costs related
to its patent infringement suit. The Company's margins were also reduced by
the unfavorable coverage of fixed operating costs given the lower
production volumes and increased price competition for many of the
Company's products exacerbated by the stronger U.S. dollar versus the major
European currencies."
Commenting on the outlook for 2000, Mr. Gleason said, "Our net
income for the first quarter will be significantly lower than in the 1999
first quarter. We currently estimate that first quarter sales will be in a
range of $75 million to $80 million compared to $85.7 in the 1999 first
quarter. We expect diluted earnings per share will be in a range of $.05 to
$.10 per share (excluding any one time charges related to the pending
merger transaction) compared to $.41 per share (excluding a $.05
non-recurring gain) in the 1999 quarter.
"First quarter sales will be lower because of certain machine
shipments that were scheduled for delivery in the first quarter being
delayed until the second quarter due to various commercial or technical
issues. Operating margins in the first quarter will be lower compared to
last year's quarter due to start-up costs on new machines being introduced
to the market, a less favorable product mix and higher costs associated
with the Company's on-going implementation of its new ERP information
systems."
"Notwithstanding the Company's weak first quarter, management
believes that, based upon the Company's current backlog and expected
improvement in market demand for its products, operating results for the
year should meet the earnings projections included in the public filings
previously made in connection with the Company's pending merger transaction
(net income of approximately $15.7 million, or $1.59 per diluted share),"
Mr. Gleason said.
As previously reported, the Company has a pending merger
transaction, unanimously approved by the Company's Board of Directors, for
the leveraged recapitalization of the Company for $23.00 per share in cash.
The agreement is subject to the satisfaction of a condition that a minimum
number of shares be tendered under an amended tender offer that expires on
February 17, 2000. Approximately 64.4% of the public shares available were
validly tendered and not withdrawn at the expiration of the initial tender
period, as previously reported. The number of such shares tendered was in
excess of the revised minimum condition as set forth in the amended
Agreement and Plan of Merger with Torque Acquisition Co., L.L.C.
Gleason Corporation's principal business activity is the
development, manufacture and sale of gear production machinery and related
equipment. The gears produced by the Company's machines are used in drive
trains of automobiles, sport utility vehicles, trucks, buses, aircraft and
marine vessels and in industrial, agricultural and construction machinery.
The Company has manufacturing operations in Rochester, New York; Rockford,
Illinois; Plymouth, England; Munich and Ludwigsburg, Germany; Bangalore,
India; and Biel, Switzerland, and has sales and service offices throughout
the United States and Europe and in the Asia-Pacific region.
MORE INFORMATION ABOUT GLEASON CORPORATION IS
AVAILABLE ON THE WORLD WIDE WEB AT
HTTP://WWW.GLEASON.COM.
This press release includes forward-looking statements related to sales and
earnings for the 2000 first quarter and 2000 full year. Forward-looking
statements are subject to a number of factors that could cause actual
results to differ materially from those expected. Factors which may affect
estimated sales and earnings include, but are not limited to, economic
conditions in the markets the Company serves, currency fluctuations, the
success of new product introductions, competitors' actions and the
Company's ability to complete the manufacture of products scheduled to
ship, obtain customer cooperation to provide necessary commercial and
production information to satisfy contractual requirements for shipment,
manage costs and expenses in line with budgets and properly estimate
revenues and costs for future periods.
# # # # #
(Tables follow)
<TABLE>
<CAPTION>
Comparative results are as follows:
(Dollar amounts in thousands, except per share amounts)
Fourth Quarter
Ended Year Ended
December 31, December 31
---------------------------------- ---------------------------------
1999 1998 1999 1998
-------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
Sales $ 99,113 $ 108,879 $ 345,724 $ 409,326
Cost of Sales 68,623 72,838 237,532 280,109
------------- ------------ ------------ -----------
Gross margin 30,490 36,041 108,192 129,217
Selling, general & administrative expenses 20,684 19,443 74,867 72,761
Research & development expenses 2,213 2,783 8,806 10,558
Other expense (income)--net 90 (40) (1,197) (384)
------------- ------------ ------------ -----------
Operating income 7,503 13,855 25,716 46,282
Interest expense--net 317 200 979 979
Restructuring costs -- -- 1,200 --
Other cost-reduction activities* -- -- 900 --
Loss on settlement of pension plan -- -- -- 2,031
------------- ------------ ------------ -----------
Income before taxes 7,186 13,655 22,637 43,272
Tax provision 2,947 5,288 9,412 17,155
------------- ------------ ------------ -----------
Net income $ 4,239 $ 8,367 $ 13,225 $ 26,117
============= ============ ============ ===========
Earnings per common share:
Basic $ 0.44 $ 0.84 $ 1.37 $ 2.52
Diluted $ 0.43 $ 0.81 $ 1.33 $ 2.43
Weighted average number of
common shares outstanding:
Basic 9,587,424 9,992,549 9,662,090 10,358,854
Diluted 9,875,982 10,290,580 9,923,980 10,737,697
Cash dividends declared $ 0.0625 $ 0.0625 $ 0.25 $ 0.25
================== ================= =============== ==============
* Classified in selling, general and administrative expenses in the
Company's previous Form 10-Q filings.
</TABLE>
<TABLE>
<CAPTION>
Condensed Balance Sheet December 31, December 31,
(Dollar amounts in thousands) 1999 1998
--------------- ------------
<S> <C> <C>
Cash and equivalents $ 8,690 $ 13,229
Trade accounts receivable 82,947 89,095
Inventories 59,021 58,614
Other current assets 19,926 16,094
----------- -----------
Total current assets 170,584 177,032
Total assets $ 327,551 $ 340,496
----------- -----------
Total current liabilities $ 105,320 $ 104,557
Long-term debt 21,051 28,906
Other liabilities 68,701 79,035
----------- -----------
Total liabilities 195,072 212,498
Total stockholders' equity 132,479 127,971
----------- -----------
Total liabilities and stockholders' equity $ 327,551 $ 340,469
=========== ===========
(Dollar amounts in thousands) Fourth Quarter Ended Year Ended
December 31 December 31,
1999 1998 1999 1998
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Supplemental Information: $ 9,394 $ 7,919 $ 25,096 $ 25,754
Capital Expenditures 5,230 4,944 22,434 20,948
Depreciation/Amortization
</TABLE>
