SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
AMENDMENT NO. 5
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
GLEASON CORPORATION
- ---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
- ---------------------------------------------------------------------------
(Title of Class of Securities)
377339106
- ---------------------------------------------------------------------------
(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
- ----------------------------------------------------------------------------
(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
FEBRUARY 18, 2000
- ----------------------------------------------------------------------------
(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(b) for other parties to whom copies are to be sent.
CUSIP No. 377339106 13D Page 2 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James S. Gleason
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 416,600 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 416,600 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,600 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON
IN
- ------------
(1) Includes 258,200 shares issuable upon the exercise of presently
exercisable options.
CUSIP No. 377339106 13D Page 3 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Pysnack
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 22,637 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 22,637 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,637 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
IN
- -----------
(1) Includes 18,000 shares issuable upon the exercise of presently
exercisable options.
CUSIP No. 377339106 13D Page 4 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary J. Kimmet
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 31,696 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 31,696 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,696 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
IN
- ------------
(1) Includes 16,250 shares issuable upon the exercise of presently
exercisable options.
CUSIP No. 377339106 13D Page 5 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David J. Burns
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 99,038 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 99,038 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,038 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |-|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON
IN
- -----------
(1) Includes 78,772 shares issuable upon the exercise of presently
exercisable options.
CUSIP No. 377339106 13D Page 6 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
No. 16-6366430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 22,756
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 22,756
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,756
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 377339106 13D Page 7 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
No. 16-6361362
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 42,300
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 42,300
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 377339106 13D Page 8 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Torque Merger Sub, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,862,749
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,862,749
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,862,749
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.9%
14 TYPE OF REPORTING PERSON
OO
This Amendment No. 5 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. This Amendment No. 5 amends
and supplements the Schedule 13D to, among other things, reflect the
increased ownership percentages of certain of the Management Reporting
Persons as a result of the purchase by the Company of 900,948 Shares in the
Offer. Such revised percentages were calculated based on a total of
8,705,305 issued and outstanding Shares. In addition, by this Amendment No.
5, Torque Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Acquisition Company, hereby becomes a party to the Schedule
13D and joins in the amendment and supplement of the Schedule 13D as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented as follows:
Torque Merger Sub, Inc. ("Merger Subsidiary"), a Delaware
corporation and a wholly owned subsidiary of 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"), was
organized for the sole purpose of entering into the Agreement and Plan of
Merger, dated as of December 8, 1999, as amended by Amendment No. 1
thereto, dated as of February 3, 2000 (the "Merger Agreement"), by and
among Gleason Corporation, a Delaware corporation (the "Company"),
Acquisition Company and Merger Subsidiary, and consummating the
Transactions, and has conducted no activities to date other than those
incident to its formation and entering into the Merger Agreement. The
business address of Merger Subsidiary is c/o Vestar Capital Partners IV,
L.P., 245 Park Avenue, 41st Floor, New York, New York 10167. Merger
Subsidiary is a wholly-owned subsidiary of Acquisition Company. Vestar is
the sole managing member of Acquisition Company. Vestar Associates IV, L.P.
is the general partner of Vestar, and Vestar Associates Corporation IV is
the general partner of Vestar Associates IV, L.P. The Board of Directors of
Vestar Associates Corporation IV consists solely of Daniel S. O'Connell,
and its officers consist of the following: Daniel S. O'Connell, President
and Chief Executive Officer, Prakash A. Melwani, Managing Director and
Secretary, Arthur J. Nagle, Managing Director, James P. Kelley, Managing
Director, Robert L. Rosner, Managing Director, Norman W. Alpert, Managing
Director, Sander M. Levy, Managing Director, Nicholas A. Dovidio, Managing
Director, John R. Woodard, Managing Director, James L. Elrod, Jr., Managing
Director, David M. Hooper, Vice President, Todd N. Khoury, Vice President,
J. Christopher Henderson, Vice President, Steven M. Silver, Vice President,
and Brian Schwartz, Vice President and Chief Financial Officer. The
business address of all such individuals is Vestar Associates Corporation
IV, 245 Park Avenue, 41st Floor, New York, New York 10167.
During the last five years, Merger Subsidiary has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented as follows:
On February 18, 2000, Merger Subsidiary and the Company
accepted for purchase and payment pursuant to the Purchasers' Offer to
Purchase, dated as of December 15, 1999, and the supplement thereto, dated
as of February 4, 2000 (together, the "Offer"), and an Assignment and
Assumption Agreement, dated as of February 17, 2000 (the "Assignment and
Assumption Agreement"), all shares of common stock, par value $1.00 per
share, together with the associated preferred share purchase rights (the
"Shares"), of the Company 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, at a purchase price of $23.00 per Share. Pursuant to the
terms of the Offer and the Assignment, Merger Subsidiary has accepted for
payment 4,862,749 Shares, and the Company has accepted for payment all
Shares validly tendered in excess of such 4,862,749 Shares.
Pursuant to the terms of the Merger Agreement, the Offer
will be followed by a merger between the Company and Merger Subsidiary (the
"Merger"). 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 copy of the press release issued in connection with the
acceptance by the Company and Merger Subsidiary of Shares pursuant to the
Offer is filed herewith as Exhibit 50 and is incorporated herein by
reference.
In connection with the Offer and the Merger, the Company
and certain of its subsidiaries have entered into a senior secured credit
facility (the "Senior Credit Facility") in the amount of $250 million with
a syndicate of banks and other lenders arranged and managed by Bankers
Trust Company ("BTCo"), as administrative agent, sole lead arranger and
book manager. The Senior Credit Facility is comprised of (i) $180 million
of term loans divided into two primary tranches ("Tranche A Term Loans" and
"Tranche B Term Loans," respectively, and, collectively, the "Term Loans"),
and (ii) $70 million of revolving credit facilities (collectively, the
"Revolving Credit Facility"). The Tranche A Term Loans are divided into
three subtranches and the Tranche B Term Loans are divided into two
subtranches, so that certain borrowings may be incurred by the Borrowers
(as defined herein) using foreign currencies and/or foreign banks. The
borrowers (the "Borrowers") under the Senior Credit Facility are the
following subsidiaries of the Company: The Gleason Works, Gleason Germany
(Holdings ) GmbH, Gleason International Marketing Corporation and Gleason
Works (Holdings) Limited.
The Term Loans have a maturity of six years in the case
of Tranche A Term Loans and eight years in the case of Tranche B Term
Loans. The Revolving Credit Facility has a term of six years and may be
used for working capital and other general corporate purposes of the
Company and its subsidiaries. Of the $70 million total amount of credit
extensions permitted to be outstanding at any time under the Revolving
Credit Facility, up to $40 million may be in the form of loans ("Revolving
Credit Loans") and up to $35 million may be in the form of letters of
credit and/or bank guarantees. The Revolving Credit Facility also contains
a subfacility for swingline loans provided by BTCo. The full amount of the
Revolving Credit Facility is available in U.S. Dollars, Euros, Deutsche
Marks and/or Sterling Pounds. Prior to the later of June 30, 2000 and the
consummation of the Merger, loans outstanding under the Revolving Credit
Facility are limited to $25 million in the aggregate.
In general, loans under the Senior Credit Facility bear
interest at a fluctuating rate per annum equal to the sum of (i) the
applicable LIBOR rate (the applicable EURIBOR rate in the case of loans
denominated in foreign currencies) or, at the Company's election in the
case of U.S. Dollar denominated loans, BTCo's base rate, plus (ii) a margin
(A) in the case of Tranche A Term Loans and Revolving Credit Loans, ranging
from 2.00% to 3.25% (1% to 2.25% in the case of base rate loans), depending
on the ratio (the "Leverage Ratio") from time to time of the Company's
consolidated total indebtedness (defined to exclude letters of credit and
bank guaranties, unless drawn upon) to consolidated EBITDA for the trailing
four quarters, and (B) in the case of Tranche B Term Loans, equal to 3.50%.
The initial margin for Tranche A Term Loans and Revolving Credit Loans is
3.00% (2.00% in the case of any such loans that are base rate loans).
In addition, the Company and the Borrowers will pay
certain fees in connection with the Senior Credit Facility, including,
without limitation, (i) agency fees and (ii) commitment fees. The
commitment fees accrue on the unutilized total commitments under the
Revolving Credit Facility at a per annum rate ranging from 0.50% and 0.375%
depending on the Leverage Ratio and is initially 0.50%.
Merger Subsidiary and Acquisition Company have entered
into a senior secured credit facility (the "Merger Sub Credit Facility") in
the amount of up to $61.5 million with a syndicate of banks and other
lenders arranged and managed by BTCo, as administrative agent, sole lead
arranger and book manager. The Merger Sub Credit Facility is comprised
solely of term loans (the "Merger Sub Loans").
The proceeds of the approximately $58.5 million of Merger
Sub Loans incurred on the closing date were used by Merger Subsidiary to
acquire Shares pursuant to the Offer. The proceeds of loans incurred after
the closing date shall only be used to pay interest on previously
outstanding Merger Sub Loans and commitment fees. The Merger Sub Loans have
a maturity date that is the earlier of (i) the date of the consummation of
the Merger and (ii) the 180th day following the date of the initial
borrowing under the Merger Sub Credit Facility. To the extent repaid, the
Merger Sub Loans may not be reborrowed. Merger Sub Loans bear interest at a
fluctuating rate per annum equal to the sum of (i) the applicable LIBOR
rate or, at Merger Subsidiary's election, BTCo's base rate, plus (ii) a
margin of (A) 3.50% in the case of LIBOR loans and (B) 2.50% in the case of
base rate loans.
In addition, Merger Subsidiary will pay commitment fees
that accrue on the unutilized total commitments under the Merger Sub Credit
Facility at a per annum rate of 0.50%.
Copies of the Senior Credit Facility and the Merger Sub
Credit Facility are filed herewith as Exhibits 51 and 52, respectively, and
are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
JAMES S. GLEASON
(a) Mr. Gleason beneficially owns 416,600 shares of
Common Stock (including 258,200 shares issuable upon the exercise of
presently exercisable options), constituting approximately 4.8% of the
Common Stock outstanding as of February 23, 2000.
(b) Mr. Gleason has sole voting power and sole investment
power with respect to all of the shares of Common Stock referred to in
paragraph (a) above.
(c) On February 18, 2000, (i) in accordance with the
provisions of the Non-Statutory Stock Option Agreement, dated February 28,
1990, Mr. Gleason exercised all of his options granted February 21, 1990
for 18,300 shares of Common Stock, in connection with which the Company
issued 6,696 shares of Common Stock to Mr. Gleason, representing the 18,300
shares less (A) 7,707 shares deemed delivered by Mr. Gleason as payment for
such options and (B) 3,897 shares withheld to pay applicable withholding
taxes, and (ii) in accordance with the provisions of the Incentive Stock
Option Agreement, dated February 28, 1990, Mr. Gleason exercised all of his
options granted February 21, 1990 for 10,300 shares of Common Stock in
connection with which the Company issued 5,962 shares of Common Stock to
Mr. Gleason, representing the 10,300 shares less 4,338 shares deemed
delivered by Mr. Gleason as payment for such options.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented as follows:
In connection with the Offer, Acquisition Company and
Merger Subsidiary have entered into 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 which 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 49.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented as follows:
49 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.
50 Text of Press Release of Gleason Corporation, dated
February 18, 2000 (attached as Exhibit 99.3 to the Form
8-K of Gleason Corporation filed on February 23, 2000,
and incorporated herein by reference).
51 Credit Agreement, dated as of February 17, 2000, among
Gleason Corporation, The Gleason Works, Gleason Germany
(Holdings) GmbH, Gleason Works (Holdings) Limited,
Gleason International Marketing Corporation, Various
Banks, Bankers Trust Company, as Administrative Agent,
Lead Arranger and Book Manager, and The Bank of Nova
Scotia, as Syndication Agent (attached as Exhibit 99.1 to
the Form 8-K of Gleason Corporation filed on February 23,
2000, and incorporated herein by reference).
52 Credit Agreement, dated as of February 17, 2000, among
Torque Acquisition Co., L.L.C., Torque Merger Sub, Inc.,
Various Banks, Bankers Trust Company, as Administrative
Agent, Lead Arranger and Book Manager, and The Bank of
Nova Scotia, as Syndication Agent (attached as Exhibit
99.2 to the Form 8-K of Gleason Corporation filed on
February 23, 2000, and incorporated herein by reference).
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: February 24, 2000
/s/ James S. Gleason
--------------------------------
James S. Gleason
/s/ Janis F. Gleason
--------------------------------
Janis F. 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
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
--------------------------------
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
--------------------------------
Tracy R. Gleason, Successor Trustee
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
49 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.
50 Text of Press Release of Gleason Corporation, dated
February 18, 2000 (attached as Exhibit 99.3 to the Form
8-K of Gleason Corporation filed on February 23, 2000,
and incorporated herein by reference).
51 Credit Agreement, dated as of February 17, 2000, among
Gleason Corporation, The Gleason Works, Gleason Germany
(Holdings) GmbH, Gleason Works (Holdings) Limited,
Gleason International Marketing Corporation, Various
Banks, Bankers Trust Company, as Administrative Agent,
Lead Arranger and Book Manager, and The Bank of Nova
Scotia, as Syndication Agent (attached as Exhibit 99.1 to
the Form 8-K of Gleason Corporation filed on February 23,
2000, and incorporated herein by reference).
52 Credit Agreement, dated as of February 17, 2000, among
Torque Acquisition Co., L.L.C., Torque Merger Sub, Inc.,
Various Banks, Bankers Trust Company, as Administrative
Agent, Lead Arranger and Book Manager, and The Bank of
Nova Scotia, as Syndication Agent (attached as Exhibit
99.2 to the Form 8-K of Gleason Corporation filed on
February 23, 2000, and incorporated herein by reference).
EXHIBIT 49
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 17,
2000 (this "Agreement"), by and among Gleason Corporation, a Delaware
corporation (the "Company"), Torque Acquisition Co., L.L.C., a Delaware
limited liability company and a wholly owned subsidiary of Vestar Capital
Partners IV, L.P. ("Acquisition Company"), and Torque Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Acquisition Company
("Merger Subsidiary").
W I T N E S S E T H:
WHEREAS, Acquisition Company, Merger Subsidiary and the Company,
have entered into an Agreement and Plan of Merger, dated as of December 8,
1999, as amended by Amendment No. 1 thereto, dated as of February 3, 2000
(the "Merger Agreement");
WHEREAS, Acquisition Company, Merger Subsidiary and certain
subsidiaries of the Company have entered into a revised commitment letter
(the "Revised Bank Commitment Letter") with Bankers Trust Company (the
"Bank") pursuant to which the Bank has committed, subject to certain
conditions, to provide the debt financing for the Offer and the Merger;
WHEREAS, pursuant to the Merger Agreement and the Offer
Documents, in the event that more than 4,862,749 Shares but less than
6,135,061 Shares are validly tendered and not withdrawn pursuant to the
Offer, Acquisition Company shall pay for and purchase the first 4,862,749
Shares tendered pursuant to the Offer and the Company shall pay for and
purchase all Shares tendered in excess of the 4,862,749 Shares paid for and
purchased by Acquisition Company;
WHEREAS, in accordance with the Merger Agreement and the Revised
Commitment Letter, Acquisition Company hereby desires to assign to Merger
Subsidiary its right under the Merger Agreement and the Offer Documents to
purchase Shares in the event that more than 4,862,749 Shares but less than
6,135,061 Shares are tendered in the Offer, and Merger Subsidiary hereby
desires to assume such purchase obligations;
WHEREAS, the Company has consented in the Merger Agreement to
such assignment by Acquisition Company and assumption by Merger Subsidiary;
and
WHEREAS, capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual obligations, covenants, agreements and conditions contained
herein, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. Assignment and Assumption. In accordance with Section
1.1(c) of the Merger Agreement, Acquisition Company hereby assigns to
Merger Subsidiary, and Merger Subsidiary hereby assumes, all of Acquisition
Company's rights and obligations to purchase all Shares it is obligated to
purchase pursuant to the Offer, as permitted and required under the Offer
Documents, in the event that more than 4,862,749 Shares but less than
6,135,061 Shares are validly tendered and not withdrawn pursuant to the
Offer.
2. Continuing Liability of Acquisition Company.
Notwithstanding Section 1 hereof, no assignment by Acquisition Company
hereunder shall relieve Acquisition Company of its obligations under the
Merger Agreement and the Offer Documents in the event that Merger
Subsidiary, as assignee, does not perform such obligations.
3. Third Party Beneficiary. The provisions of this Agreement
are intended for the benefit of, and to be enforceable by, the Company.
4. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service,
such as Federal Express, to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
(a) if to Acquisition Company or Merger Subsidiary, to:
c/o Vestar Capital Partners IV, L.P.
245 Park Avenue, 41st Floor
New York, New York 10167
Telephone No.: (212) 351-1600
Telecopy No.: (212) 808-4922
Attention: Sander M. Levy
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone No.: (212) 735-3000
Telecopy No.: (212) 735-2000
Attention: Blaine V. Fogg, Esq.
(b) if to the Company, to:
Gleason Corporation
1000 University Avenue
P.O. Box 22970
Rochester, New York 14692
Telephone No.: (716) 473-1000
Telecopy No.: (716) 461-4092
Attention: Secretary
with a copy to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Telephone No.: (212) 806-5400
Telecopy No.: (212) 806-6006
Attention: David L. Finkelman, Esq.
5. Amendment. This Agreement may be amended, modified, or
supplemented only by an instrument in writing signed on behalf of each of
the parties hereto.
6. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed
by each of the parties hereto and delivered to the other parties hereto.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of Delaware, without giving effect to
principles of conflict of laws thereof.
8. Assignment. Except as set forth in this Agreement, neither
this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by operation of law
or otherwise) without the prior written consent of the other parties
hereto. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and
their respective permitted successors and assigns.
9. Headings. Headings of the articles and sections of this
Agreement are for convenience of the parties hereto only and shall be given
no substantive or interpretative effect whatsoever.
10. Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of any breach of this Agreement,
each non-breaching party would be irreparably and immediately harmed and
could not be made whole by monetary damages. It is accordingly agreed that
the parties hereto (i) shall waive, in any action for specific performance,
the defense of adequacy of a remedy at law and (ii) shall be entitled, in
addition to any other remedy to which they may be entitled at law or in
equity, to compel specific performance of this Agreement in any action
instituted in a court of competent jurisdiction.
IN WITNESS WHEREOF, each of the following parties has caused this
Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
GLEASON CORPORATION
By: /s/ Edward J. Pelta
----------------------------------
Name: Edward J. Pelta
Title: Vice President
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
