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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
TO
SCHEDULE 14D-1
FINAL AMENDMENT
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
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE:
TRANSACTION VALUATION** Amount of Filing Fee
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$193,509,856 $38,702
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** 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.
<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
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</TABLE>
(Continued on following pages)
14D-1
CUSIP No. 377339106 Page 2 of 3 Pages
1 NAME OF REPORTING PERSONS
Torque Acquisition Co., L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,862,749(1)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
|_|
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
56%(1)
10 TYPE OF REPORTING PERSON
OO
(1) Torque Acquisition Co., L.L.C. owns such shares through its
wholly-owned subsidiary, Torque Merger Sub., Inc. See Items 6 and 7.
This Amendment No. 9 to the Tender Offer Statement on Schedule 14D-1
constitutes the final Amendment amending and supplementing 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Acquisition Company and the Company have accepted for purchase and
payment, pursuant to the Offer, all Shares which were validly tendered and
not withdrawn as of the expiration of the Offer at 12:00 midnight, New York
City time, on February 17, 2000. Based on information provided by
ChaseMellon Shareholder Services, L.L.C., the depositary for the Offer,
5,771,399 Shares (including 37,232 Shares tendered pursuant to notices of
guaranteed delivery), or approximately 71.5% of the public Shares available
to be tendered, were validly tendered pursuant to the Offer and not
withdrawn. The press release announcing the acceptance of Shares for
purchase and payment is attached hereto as Exhibit (g)(15).
Pursuant to Amendment No. 1 to the Agreement and Plan of Merger by
and among the Company, Acquisition Company and Merger Subsidiary,
Acquisition Company purchased 4,862,749 Shares through Merger Subsidiary,
its wholly-owned subsidiary, and the Company purchased 908,650 Shares.
The Offer will be followed by the Merger between the Company and
Merger Subsidiary. Pursuant to the Merger, the public stockholders of the
Company who did not tender their Shares in the Offer and who do not seek
appraisal of their Shares pursuant to the applicable provisions of Delaware
law will have their Shares converted into the right to receive the same
$23.00 per Share. A special meeting of the Company's shareholders to vote
upon the Merger is expected to be held in late March 2000. As a result of
the purchase of Shares in the Offer, and the agreements entered into by
certain members of management and the Gleason Foundation to vote their
Shares in favor of the Offer and the Merger, a favorable vote on the Merger
is assured.
ITEM 7. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
In connection with the Offer, Acquisition Company and Merger
Subsidiary have entered into an Assignment and Assumption Agreement dated
February 17, 2000 (the "Assignment and Assumption Agreement"), pursuant to
which Acquisition Company assigned to Merger Subsidiary, and Merger
Subsidiary assumed, all of Acquisition Company's rights and obligations to
purchase all Shares Acquisition Company was obligated to purchase pursuant
to the Offer. Acquisition Company has made a capital contribution to Merger
Subsidiary in order to enable Merger Subsidiary to purchase the Shares
Acquisition Company had planned to purchase. A copy of the Assignment and
Assumption Agreement is attached hereto as Exhibit (c)(26).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the
addition of the following exhibits thereto:
(c)(26) Assignment and Assumption Agreement, dated as of February 17, 2000,
by and among Gleason Corporation, Torque Acquisition Co., L.L.C.
and Torque Merger Sub, Inc.
(g)(15) Press Release, dated February 18, 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 18, 2000
TORQUE ACQUISITION CO., L.L.C.
By: /s/ SANDER M. LEVY
-------------------
Name: Sander M. Levy
Title: President
EXHIBIT INDEX
EXHIBITS DESCRIPTION
-------- -----------
(c)(26) Assignment and Assumption Agreement, dated as of February 17,
2000, by and among Gleason Corporation, Torque Acquisition
Co., L.L.C. and Torque Merger Sub, Inc.
(g)(15) Press Release, dated February 18, 2000.
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of
February 17, 2000 (this "Agreement"), by and among Gleason Corporation, a
Delaware corporation (the "Company"), Torque Acquisition Co., L.L.C., a
Delaware limited liability company and a wholly owned subsidiary of Vestar
Capital Partners IV, L.P. ("Acquisition Company"), and Torque Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Acquisition
Company ("Merger Subsidiary").
W I T N E S S E T H:
-------------------
WHEREAS, Acquisition Company, Merger Subsidiary and the
Company, have entered into an Agreement and Plan of Merger, dated as of
Decem ber 8, 1999, as amended by Amendment No. 1 thereto, dated as of
February 3, 2000 (the "Merger Agreement");
WHEREAS, Acquisition Company, Merger Subsidiary and
certain subsidiaries of the Company have entered into a revised commitment
letter (the "Revised Bank Commitment Letter") with Bankers Trust Company
(the "Bank") pursuant to which the Bank has committed, subject to certain
conditions, to provide the debt financing for the Offer and the Merger;
WHEREAS, pursuant to the Merger Agreement and the Offer
Documents, in the event that more than 4,862,749 Shares but less than
6,135,061 Shares are validly tendered and not withdrawn pursuant to the
Offer, Acquisition Company shall pay for and purchase the first 4,862,749
Shares tendered pursuant to the Offer and the Company shall pay for and
purchase all Shares tendered in excess of the 4,862,749 Shares paid for and
purchased by Acquisition Company;
WHEREAS, in accordance with the Merger Agreement and the
Revised Commitment Letter, Acquisition Company hereby desires to assign to
Merger Subsidiary its right under the Merger Agreement and the Offer
Documents to purchase Shares in the event that more than 4,862,749 Shares
but less than 6,135,061 Shares are tendered in the Offer, and Merger
Subsidiary hereby desires to assume such purchase obligations;
WHEREAS, the Company has consented in the Merger
Agreement to such assignment by Acquisition Company and assumption by
Merger Subsidiary; and
WHEREAS, capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing
premises and the mutual obligations, covenants, agreements and conditions
contained herein, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Assignment and Assumption. In accordance with Section
1.1(c) of the Merger Agreement, Acquisition Company hereby assigns to
Merger Subsidiary, and Merger Subsidiary hereby assumes, all of Acquisition
Company's rights and obligations to purchase all Shares it is obligated to
purchase pursuant to the Offer, as permitted and required under the Offer
Documents, in the event that more than 4,862,749 Shares but less than
6,135,061 Shares are validly tendered and not withdrawn pursuant to the
Offer.
2. Continuing Liability of Acquisition Company.
Notwithstanding Section 1 hereof, no assignment by Acquisition Company
hereunder shall relieve Acquisition Company of its obligations under the
Merger Agreement and the Offer Documents in the event that Merger
Subsidiary, as assignee, does not perform such obligations.
3. Third Party Beneficiary. The provisions of this
Agreement are intended for the benefit of, and to be enforceable by, the
Company.
4. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally, telecopied (which is confirmed) or sent by an overnight courier
service, such as Federal Express, to the parties at the following addresses
(or at such other address for a party as shall be specified by like
notice):
(a) if to Acquisition Company or Merger Subsidiary, to:
c/o Vestar Capital Partners IV, L.P.
245 Park Avenue, 41st Floor
New York, New York 10167
Telephone No.: (212) 351-1600
Telecopy No.: (212) 808-4922
Attention: Sander M. Levy
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone No.: (212) 735-3000
Telecopy No.: (212) 735-2000
Attention: Blaine V. Fogg, Esq.
(b) if to the Company, to:
Gleason Corporation
1000 University Avenue
P.O. Box 22970
Rochester, New York 14692
Telephone No.: (716) 473-1000
Telecopy No.: (716) 461-4092
Attention: Secretary
with a copy to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Telephone No.: (212) 806-5400
Telecopy No.: (212) 806-6006
Attention: David L. Finkelman, Esq.
5. Amendment. This Agreement may be amended,
modified, or supplemented only by an instrument in writing signed on behalf
of each of the parties hereto.
6. Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have
been signed by each of the parties hereto and delivered to the other
parties hereto.
7. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of Delaware, without giving
effect to principles of conflict of laws thereof.
8. Assignment. Except as set forth in this Agreement,
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the
other parties hereto. Subject to the preceding sentence, this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective permitted successors and assigns.
9. Headings. Headings of the articles and sections
of this Agreement are for convenience of the parties hereto only and shall
be given no substantive or interpretative effect whatsoever.
10. Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of any breach of this Agreement,
each non- breaching party would be irreparably and immediately harmed and
could not be made whole by monetary damages. It is accordingly agreed that
the parties hereto (i) shall waive, in any action for specific performance,
the defense of adequacy of a remedy at law and (ii) shall be entitled, in
addition to any other remedy to which they may be entitled at law or in
equity, to compel specific performance of this Agreement in any action
instituted in a court of competent jurisdiction.
IN WITNESS WHEREOF, each of the following parties has
caused this Agreement to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
GLEASON CORPORATION
By: /s/ Edward J. Pelta
-------------------
Name: Edward J. Pelta
Title: Vice President
TORQUE ACQUISITION CO., L.L.C.
By: /s/ Sander M. Levy
------------------
Name: Sander M. Levy
Title: President
TORQUE MERGER SUB, INC.
By: /s/ Sander M. Levy
------------------
Name: Sander M. Levy
Title: President
For Further Information, Contact:
SANDER M. LEVY
Vestar Capital Partners
(212) 351-1610
[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 AND TORQUE ACQUISITION CO., L.L.C.
ANNOUNCE ACCEPTANCE FOR PURCHASE AND
PAYMENT OF SHARES OF GLEASON CORPORATION
ROCHESTER, NY, FEBRUARY 18, 2000 - Torque Acquisition Co., L.L.C.
("Acquisition Company"), a wholly owned subsidiary of Vestar Capital
Partners IV, L.P., and Gleason Corporation (NYSE: GLE) (the "Company" and,
together with Acquisition Company, the "Purchasers") announced today that
they have accepted for purchase and payment pursuant to their joint tender
offer to purchase all of the outstanding shares of common stock, par value
$1.00 per share, together with the associated preferred share purchase
rights, of the Company, at a purchase price of $23.00 per share, all shares
of the Company which were validly tendered and not withdrawn as of the
expiration of the tender offer at 12:00 midnight, New York City time, on
February 17, 2000. Based on information provided by ChaseMellon Shareholder
Services, L.L.C., the depositary for the offer, 5,771,399 shares (including
37,232 shares tendered pursuant to notices of guaranteed delivery), or
approximately 71.5% of the public shares available to be tendered, were
validly tendered pursuant to the tender offer and not withdrawn.
The tender offer will be followed by a merger between the Company
and Torque Merger Sub, Inc., a wholly owned subsidiary of Acquisition
Company. Pursuant to the merger, the public stockholders of the Company who
did not tender their shares in the offer and who do not seek appraisal of
their shares pursuant to the applicable provisions of Delaware law will
have their shares converted into the right to receive the same $23.00 per
share. A special meeting of the Company's shareholders to vote upon the
merger is expected to be held in late March 2000. As a result of the
purchase of shares in the offer, a favorable vote on the merger is assured.
The Company'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,
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
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