SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 6) (FINAL AMENDMENT)
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
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
MARCH 29, 2000
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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
for other parties to whom copies are to be sent.
This Amendment No. 6 (Final Amendment) 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., 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"), 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 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
On March 29, 2000, pursuant to the terms and conditions of the
Merger Agreement, Merger Subsidiary was merged with and into the Company in
accordance with the General Corporation Law of the State of Delaware, with
the Company continuing as the Surviving Corporation.
At the Effective Time, each issued and outstanding share of
Common Stock, other than Shares held in the Company's treasury and other
than Dissenting Shares, was treated as follows: (a) except as otherwise
provided in clauses (b), (c) and (d) below, each Share outstanding at the
Effective Time was converted, by virtue of the Merger, into the right to
receive $23.00 per Share; (b) each Share held by the Continuing
Stockholders who entered into the Stockholders' Agreement (except Mr.
Gleason) and 138,455 Shares held by Mr. Gleason each were converted into
the right to retain one fully paid and nonassessable share (a "Retained
Share") of common stock, par value $1.00 per share, of the Surviving
Corporation (the "Surviving Corporation Common Stock"); (c) each Share held
by Merger Subsidiary was automatically cancelled and ceased to exist, and
no consideration was delivered in exchange therefor; and (d) the Shares
held by the Foundation were treated as follows: (i) 202,000 Shares were not
affected by the Merger and remain outstanding and owned by the Foundation,
(ii) 545,000 Shares each were converted into the right to receive one share
of Series A Preferred and one Warrant to acquire shares of Surviving
Corporation Common Stock at $23.00 per Share, and (iii) 450,346 Shares each
were converted into the right to receive the Merger Consideration. In
addition, at the Effective Time, the common stock, par value $0.01 per
share, of Merger Subsidiary was converted into 484,334 Retained Shares and
1,833,792 shares of Series A Preferred and Warrants to acquire 1,833,792
shares of Common Stock.
A Form 15 has been filed with the Commission in order to
deregister the Common Stock and the Rights. A press release relating to
the foregoing is attached hereto as Exhibit 53 and is incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented as follows:
53 Text of Press Release of Gleason Corporation, dated March 29,
2000.
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: March 29, 2000
/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
TORQUE MERGER SUB, INC.
By: /s/ Sander M. Levy
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Name: Sander M. Levy
Title: President
EXHIBIT INDEX
53 Text of Press Release of Gleason Corporation, dated March 29,
2000.
GLEASON
For Further Information, Contact:
SANDER M. LEVY
Vestar Capital Partners
(212) 351-1610
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 COMPLETES SECOND STEP MERGER
ROCHESTER, NY, MARCH 29, 2000 - Gleason Corporation (NYSE:
GLE) (the "Company") announced today that, at a special meeting held on
March 29, 2000, the Company's stockholders approved an Agreement and Plan
of Merger, dated as of December 8, 1999, as amended, by and among the
Company, Torque Acquisition Co., L.L.C. ("Acquisition Company"), a wholly
owned subsidiary of Vestar Capital Partners IV, L.P., and Torque Merger
Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Acquisition Company.
Following the special meeting, Merger Sub was merged with and into the
Company.
The merger was the second and final step in a leveraged
recapitalization of the Company. The first step, a joint cash tender offer
by the Company and Acquisition Company to purchase all of the Company's
outstanding shares of common stock at a purchase price of $23.00 per share,
was completed on February 17, 2000.
Pursuant to the merger, the public stockholders of the
Company who did not tender their shares in the offer and who did not seek
appraisal of their shares pursuant to the applicable provisions of Delaware
law had their shares converted into the right to receive $23.00 per share,
upon presentation to ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon") of appropriate documentation by the holder of any such
shares of Company common stock. Within the next few days, ChaseMellon will
mail to non-tendering stockholders materials to be used to exchange Company
stock certificates for such payment.
Upon consummation of the merger, the Company became a
privately held corporation, and the shares of Company common stock will no
longer be quoted on the New York Stock Exchange.
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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