SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 14D-1
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
- ----------------------------------------------------------------------------
$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.
|X| 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.
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
(Continued on following pages)
This Amendment No. 3 to the Tender Offer Statement on Schedule
14D-1 amends and supplements 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, 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 11. MATERIAL TO BE FILED AS EXHIBIT.
Item 11 is hereby amended and supplemented by the addition of
the following exhibit thereto:
(a)(10) Letter to Stockholders, dated January 12, 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: January 13, 2000
TORQUE ACQUISITION CO., L.L.C.
By: /s/ SANDER M. LEVY
-------------------------------
Name: Sander M. Levy
Title: President
EXHIBIT INDEX
EXHIBIT
--------
(a)(10) Letter to Stockholders, dated January 12, 2000.
GLEASON CORPORATION
1000 University Avenue
P.O. Box 22970
Rochester, New York 14692-2970
January 12, 2000
Dear Stockholders:
Recently, we sent you a letter enclosing an Offer to Purchase and
related materials in connection with the tender offer (the "Offer") by
Torque Acquisition Co., L.L.C., a wholly owned subsidiary of Vestar Capital
Partners IV, L.P., and Gleason Corporation, to purchase all of the
outstanding shares of Gleason's common stock for $23.00 per share. This
letter is a reminder that the Offer will expire at 12:00 midnight, New York
City time, on Thursday, January 27, 2000, unless the Offer is extended in
accordance with its terms.
Gleason's Board of Directors has determined that the Offer is in the
best interest of Gleason's stockholders and unanimously recommends that
stockholders accept the Offer and tender their shares. If the tender offer
is completed, the vote on a second-step merger will be assured. The merger
is not likely to occur until a few months after the tender is completed.
Therefore, if you want to receive the $23 in cash for your shares promptly,
we urge you to tender your shares now. If you have already tendered your
shares, you need not take any further action.
If your shares are held by a bank or broker in "street name", you may
have already been sent a form for instructing them to tender your shares.
If not, you should call your bank or broker to inquire as to how to tender
your shares. Registered holders (those who maintain their own stock
certificates) may tender their shares by completing and returning the BLUE
Letter of Transmittal, previously sent to you, together with your stock
certificate(s). Generally, to complete the Letter of Transmittal you will
need to do the following:
o Fill in the certificate number(s), total number of shares
represented and the number you wish to tender in the box on the
front page;
o Sign and date the Letter in the "Sign Here" box on the second
page; and
o Complete the Form W-9 on the back of the Letter with your Social
Security Number, signature and date.
If you need further assistance with the tendering of your shares, or
need a copy of the tender offer materials or Letter of Transmittal, please
contact the information agent, Georgeson Shareholder Communications Inc.,
at (800) 223-2064.
Very truly yours,
/s/ James S. Gleason
James S. Gleason
Chairman and Chief Executive Officer
