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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GLEASON CORPORATION
(NAME OF SUBJECT COMPANY)
GLEASON CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
377339 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
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EDWARD J. PELTA, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
GLEASON CORPORATION
1000 UNIVERSITY AVENUE
ROCHESTER, NEW YORK 14692-2970
(716) 473-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING THIS STATEMENT)
WITH A COPY TO:
DAVID L. FINKELMAN, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4982
(212) 806-5400
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<PAGE>
This Amendment No. 3 to the Solicitation and Recommendation Statement
on Schedule 14D-9 amends and supplements the Solicitation and Recommendation
Statement on Schedule 14D-9 originally filed on December 15, 1999 (the "Schedule
14D-9") by Gleason Corporation, a Delaware corporation (the "Company"), relating
to the joint tender offer 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. ("Vestar"), and 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, and the related Letter of
Transmittal. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-9.
The Company hereby amends and supplements the Schedule 14D-9 as
follows:
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented as follows:
As was contemplated and disclosed in the Offer to Purchase, additional
members of the management of the Company (the "New Management Investors") have
entered into a management subscription agreement (the "Management Subscription
Agreement"), pursuant to which they generally have elected to retain their
Shares and existing options to purchase Shares following the completion of the
transaction. A form of the Management Subscription Agreement is filed herewith
as Exhibit (c)(36).
In electing to retain their Shares and existing options, the New
Management Investors have generally agreed, among other things, not to tender
any shares of Common Stock pursuant to the Offer, to vote all Shares held by
them in favor of the Merger and the approval and adoption of the Merger
Agreement, and not to sell or transfer any Shares or existing options.
As disclosed in the Offer to Purchase, the Offer is conditioned upon,
among other things, there being validly tendered and not withdrawn prior to the
expiration of the Offer that number of shares which would result in the
Acquisition Parties (as defined in the Offer to Purchase) owning in the
aggregate at least two-thirds of the Shares outstanding on a fully diluted basis
after giving effect to the repurchase of shares by the Company in the Offer (the
"Minimum Condition"). As disclosed in the Offer to Purchase, the decision by the
New Management Investors not to tender their Shares and existing options in the
Offer and to roll over such Shares and existing options in the Merger has
resulted in a reduction in the number of Shares required to be tendered to
satisfy the Minimum Condition. The number of Shares which must now be tendered
to satisfy the Minimum Condition is 6,375,984 Shares.
Item 8 is further amended and supplemented as follows:
On January 21, 1999 the Company filed with the Securities and Exchange
Commission Amendment No. 5 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (the "Schedule 13E-3"). A preliminary proxy statement on Schedule 14A (the
"Proxy Statement") was filed as Exhibit (d)(8) to the Schedule 13E-3 relating to
a special meeting of the stockholders of the Company at which the stockholders
will consider and vote upon, among other things, a proposal to approve and adopt
the Merger Agreement. A copy of the Proxy Statement is filed herewith as Exhibit
(c)(37), and a copy of the Merger Agreement is attached as Annex A to the Proxy
Statement.
Item 8 is further amended and supplemented as follows:
An aggregate of approximately $280,000 has been paid by the Company as
loans to certain senior members of management in the form of promissory notes to
assist in the payment of certain taxes incurred in connection with the
Transactions. Such loans are full recourse and bear interest at market rates. A
form of promissory note for such loans is filed herewith as Exhibit (c)(38).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the
following exhibit hereto:
(c)(36) Form of Management Subscription Agreement (incorporated by reference
to Exhibit (c)(24) to Amendment No. 4 to the Schedule 14D-1 filed on
January 21, 2000).
(c)(37) The Preliminary Proxy Statement (incorporated by reference to Exhibit
(d)(8) to Amendment No. 5 to the Schedule 13E-3 filed on January 21,
2000).
(c)(38) Form of Promissory Note (incorporated by reference to Exhibit (b)(3)
to Amendment No. 5 to the Schedule 14D-1 filed on January 25, 2000).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 25, 2000
GLEASON CORPORATION
By: /S/ EDWARD J. PELTA
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Name: Edward J. Pelta
Title: Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(c)(36) Form of Management Subscription Agreement (incorporated by
reference to Exhibit (c)(24) to Amendment No. 4 to the Schedule
14D-1 filed on January 21, 2000).
(c)(37) The Preliminary Proxy Statement (incorporated by reference to
Exhibit (d)(8) to Amendment No. 5 to the Schedule 13E-3 filed on
January 21, 2000).
(c)(38) Form of Promissory Note (incorporated by reference to Exhibit
(b)(3) to Amendment No. 5 to the Schedule 14D-1 filed on January
25, 2000).
