SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
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.
JAMES S. GLEASON EDWARD J. PELTA
DAVID J. BURNS JOHN W. PYSNACK
JOHN J. PERROTTI GARY J. KIMMET
JOHN J. PERROTTI AS CUSTODIAN JOHN J. PERROTTI AS CUSTODIAN
FOR JASON PERROTTI UNDER FOR CHRISTINE J. PERROTTI UNDER
THE NEW YORK UNIFORM GIFT TO THE NEW YORK UNIFORM GIFT
MINORS ACT TO MINORS ACT
(NAME OF PERSON(S) FILING STATEMENT)
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. |X| 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. |_| 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.
|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
INTRODUCTION
This Amendment No. 7 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"), 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, 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, 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 9. REPORTS, OPINIONS, APPRAISALS, AND CERTAIN NEGOTIATIONS.
On January 26, 2000, Murray Devine & Co., Inc. ("Murray
Devine"), valuation consultants, presented their valuation opinion of the
Company to the Board of Directors of the Company to the effect that, before
giving effect to the Offer and the Merger and the transactions contemplated
thereby, the aggregate value of the Company's net assets, at fair value and
present saleable value, would exceed (a) its total liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities) and (b)
the amount required to pay such liabilities as they become absolute and
matured in the normal course of business, by an amount at least equal to
the funds required to effect the Offer and the Merger and the transactions
contemplated thereby, plus the par value of the stated capital of the
Company. A copy of the Murray Devine opinion is attached hereto as Exhibit
(b)(4) and is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
On January 28, 2000, Acquisition Company and the Company
announced that they are extending the Offer until 12:00 midnight, New York
City time, on Thursday, February 10, 2000. The Offer had originally been
scheduled to expire at midnight on January 27, 2000. The terms of the
extended Offer are the same as the original Offer as set forth in the
Schedule 14D-1 filed with the Securities and Exchange Commission on
December 15, 1999.
According to ChaseMellon Shareholder Services, L.L.C., the
depositary for the Offer, as of midnight on January 27, 2000, 5,186,109
Shares (including 160,620 Shares tendered pursuant to notices of guaranteed
delivery), or approximately 64.4% of the public Shares available to be
tendered, have been validly tendered and not withdrawn pursuant to the
Offer. A copy of the press release release is attached hereto as Exhibit
(g)(12) and is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented by the addition
of the following exhibits thereto:
(b)(4) Opinion from Murray, Devine & Co., Inc., dated January 26,
2000, attached as Exhibit (g) (11) to the Schedule 14D-1 and
incorporated herein by reference.
(g)(12) Press release, dated January 28, 2000, attached as Exhibit
(g) (12) 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: January 28, 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
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(b)(4) Opinion from Murray, Devine & Co., Inc., dated January 26,
2000, attached as Exhibit (g)(11) to the Schedule 14D-1 and
incorporated herein by reference.
(g)(12) Press release, dated January 28, 2000, attached as Exhibit
(g)(12) to the Schedule 14D-1 and incorporated herein by
reference.
