SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
Gleason Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
377339106
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(CUSIP)
Andrew A. Ziegler
1000 North Water Street, #1770
Milwaukee, WI 53202
414-390-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [x]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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CUSIP NO 377339106
This Amendment No. 2 to the Statement on Schedule 13D amends the Statement
on Schedule 13D originally filed on December 23, 1999 and Amendment No. 1 filed
on January 24, 2000 by Artisan Partners Limited Partnership ("Artisan
Partners"), Artisan Investment Corporation ("Artisan Corp."), Andrew A. Ziegler,
and Carlene Murphy Ziegler (collectively, the "Reporting Persons"), relating to
the joint third-party tender offer by Torque Acquisition Co., L.L.C.
("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"), tendered pursuant to the Offer,
with Acquisition Company agreeing to pay for and purchase the first 2,318,126
Shares tendered pursuant to the Offer and the Company agreeing to pay for and
purchase all Shares tendered in excess of such 2,318,126 Shares paid for and
purchased by Acquisition Company, at $23.00 per Share, net to seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 15, 1999, and in the related Letter of
Transmittal (which, as they may be amended or supplemented from time to time,
together constitute the "Offer").
ITEM 4. PURPOSE OF TRANSACTION
The following paragraph is added as paragraph 5:
On February 4, 2000 Acquisition Company and the Company announced in a
press release that they amended the Merger Agreement to reduce the minimum
number of Shares required to be tendered in their Offer (attached as Exhibit 1).
Artisan Partners on February 7, 2000 issued a press release in response,
reiterating that it would not tender Shares in the Offer (attached as Exhibit
2).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Press Release by Gleason Corporation and Torque Acquisition Co.,
L.L.C. on February 4, 2000
Exhibit 2 - Press Release by Artisan Partners on February 7, 2000
Exhibit 3 - Joint Filing Agreement Dated as of February 7, 2000 by and among the
Reporting Persons
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CUSIP NO 377339106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 7, 2000
ARTISAN INVESTMENT CORPORATION
for itself and as general partner of
ARTISAN PARTNERS LIMITED
PARTNERSHIP
By: /s/ Lawrence Totsky
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Lawrence A. Totsky
Chief Financial Officer
CUSIP NO 377339106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 7, 2000
ANDREW A. ZIEGLER
/s/ Andrew A. Ziegler
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CUSIP NO 377339106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 7, 2000
CARLENE MURPHY ZIEGLER
/s/ Carlene Murphy Ziegler
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CUSIP NO 377339106
EXHIBIT 1
ROCHESTER, N.Y.--(BUSINESS WIRE)--Feb. 4, 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-news; the "Company", and together
with Acquisition Company, the "Purchasers") announced today that they have
amended their Merger Agreement to reduce the minimum number of shares required
to be tendered in their $23 per share joint tender offer for all outstanding
shares of Gleason Corporation to 4,862,749 shares.
The Purchasers have also extended the offer until 12:00 midnight, New York City
time, on February 17, 2000. The offer had previously been scheduled to expire at
midnight on February 10, 2000.
Pursuant to the amended Merger Agreement, Acquisition Company has agreed to
purchase the first 4,862,749 shares tendered pursuant to the offer, and the
Company has agreed to purchase all shares tendered in excess of 4,862,749
shares. However, if 6,135,061 or more shares are tendered pursuant to the offer,
Acquisition Company will purchase the first 2,318,126 shares tendered, and the
Company will purchase all shares tendered in excess of 2,318,126 shares. The
Purchasers have received a revised bank commitment letter from Bankers Trust
Company to provide the debt financing necessary to complete the offer and the
merger.
According to ChaseMellon Shareholder Services, L.L.C., the depositary for the
offer, as of midnight on February 3, 2000, 4,897,987 shares had been validly
tendered and not withdrawn pursuant to the offer.
The new minimum number of shares, together with the shares owned by the Gleason
Foundation and management, will represent two-thirds of the outstanding shares,
thereby assuring a favorable vote on the second-step merger. The reduction in
the minimum number of shares required to be tendered was made in order to
facilitate the completion of the offer in light of Acquisition Company's
willingness to forego the benefits of recapitalization accounting treatment,
which initially had necessitated a higher minimum condition.
The amendment to the Merger Agreement was unanimously approved by the Gleason
Board following the unanimous recommendation of the independent Special
Committee of the Board. The Board, based on the unanimous recommendation of the
Special Committee, continues to recommend that the Company's stockholders accept
the offer and tender their shares.
Acquisition Company stated that it does not intend to further extend the offer
if the reduced minimum condition is not satisfied.
The Company and Acquisition Company intend to disseminate to the Company's
shareholders a supplement to the Offer to Purchase commencing later today.
Stockholders who have previously tendered their shares need not take any further
action in order to accept the offer.
Questions and requests for assistance with respect to the offer may be directed
to Georgeson Shareholder Communications Inc., the Information Agent for the
offer, at (212) 440-9800 (banks and brokers call collect) or (800) 223-2064 (all
other callers).
<PAGE>
CUSIP NO 377339106
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.gleasoncom.
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Contact:
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Vestar Capital Partners, New York
Sander M. Levy, (212) 351-1610
or
Gleason Corporation, Rochester
John J. Perrotti, (716) 461-8105
CUSIP NO 377339106
EXHIBIT 2
FOR IMMEDIATE RELEASE
CONTACT: Karen Guy
Artisan Partners Limited Partnership
(414) 390-6100
ARTISAN PARTNERS OBJECTS TO GLEASON'S AMENDED TENDER OFFER
MILWAUKEE, WISCONSIN. FEBRUARY 7, 2000. Artisan Partners Limited Partnership
reiterated today that it would not tender the shares they beneficially own
pursuant to the recently revised offer by a management-led investment group to
purchase the outstanding shares of Gleason Corp. (NYSE:GLE) common stock.
Artisan Partners is Gleason's largest institutional shareholder, beneficially
owning 1,165,200 common shares or approximately 12.15% of Gleason on behalf of
its institutional clients and the Artisan Small Cap Value Fund.
The second extension of the tender offer, set to expire on February 17, 2000, is
still priced at $23.00 per share. "Not only do we continue to believe that the
offer price is inadequate, but the results of the tender offer that expired on
January 27 indicate that many other Gleason shareholders hold the same belief,"
said Scott Satterwhite, portfolio manager of the Artisan Small Cap Value Fund.
The tender offer, originally scheduled to expire on January 27, only attracted
about 64.4% of the public shares available to be tendered, well below the
minimum needed to complete the tender pursuant to the merger agreement.
Gleason announced Friday in a press release that it amended its merger agreement
to reduce the minimum number of shares required to close the deal to 4,862,749
shares. According to the press release, as of February 3, 2000, 4,897,987
shares had been validly tendered and not withdrawn pursuant to the offer. This
means that it would apparently only take the withdrawal of 35,239 or more of
shares previously tendered (assuming no additional shares are validly tendered)
to cause the offer to fail as the management led buy-out group stated in its
press release that it does not "intend to further extend the offer if the
reduced minimum condition is not satisfied."
"We cannot imagine what is motivating the board of directors to ignore the large
portion of the company's shareholders who have failed to tender," said Mr.
Satterwhite. "We have expressed to the board our belief that to ensure a full
and fair price for the company, an open auction process must be undertaken.
They have apparently chosen to ignore us and many other shareholders to continue
exclusive negotiation with a buyout group composed in part of company insiders.
We believe the board is abrogating its fiduciary responsibilities to its
shareholders through these actions. We will not tender our shares at $23."
CUSIP NO 377339106
EXHIBIT 3
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of Amendment No. 2 to the
Schedule 13D to which this Agreement is attached.
Dated: February 7, 2000
ARTISAN INVESTMENT CORPORATION
for itself and as general partner of
ARTISAN PARTNERS LIMITED
PARTNERSHIP
By: /s/ Lawrence Totsky
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Lawrence A. Totsky
Chief Financial Officer
ANDREW A. ZIEGLER
/s/ Andrew A. Ziegler
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CARLENE MURPHY ZIEGLER
/s/ Carlene Murphy Ziegler
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