- -------------------------------------------------------------------------------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10
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.
TORQUE MERGER SUB, INC.
<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 PERROTTI UNDER THE JOHN J. PERROTTI AS CUSTODIAN FOR CHRISTINE J. PERROTTI UNDER
NEW YORK UNIFORM GIFT TO MINORS ACT THE NEW YORK UNIFORM GIFT TO MINORS ACT
(NAME OF PERSON(S) FILING STATEMENT)
</TABLE>
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.
|_| 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. 10 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"), Torque Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Acquisition Company ("Merger Subsidiary"),
and certain stockholders of the Company in connection with a joint offer by
the Company and Acquisition Company (the "Offer") 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. The Company, Acquisition
Company, Merger Subsidiary, 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 10. INTEREST IN SECURITIES OF ISSUER.
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 11. 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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 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., attached as Exhibit
(c)(26) to the Schedule 14D-1 and incorporated herein by reference.
(g)(15) Press Release, dated February 18, 2000, attached as
Exhibit (g)(15) to the Schedule 14D-1 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: February 18, 2000
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
TORQUE MERGER SUB, INC.
By: /s/ SANDER M. LEVY
-------------------------------------------
Name: Sander M. Levy
Title: President
EXHIBIT INDEX
EXHIBIT NO. 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., attached as Exhibit (c)(26) to the Schedule
14D-1 and incorporated herein by reference.
(g)(15) Press Release, dated February 18, 2000, attached as Exhibit
(g)(15) to the Schedule 14D-1 and incorporated herein by
reference.
