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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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GLEASON CORPORATION
(Name of Issuer)
GLEASON CORPORATION
TORQUE ACQUISITION CO., L.L.C.
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JAMES S. GLEASON EDWARD J. PELTA
DAVID J. BURNS JOHN W. PYSNACK
JOHN J. PERROTTI GARY J. KIMMET
JOHN J. PERROTTI AS CUSTODIAN FOR JASON PERROTTI JOHN J. PERROTTI AS CUSTODIAN FOR CHRISTINE J.
UNDER THE NEW YORK UNIFORM GIFT TO MINORS ACT PERROTTI UNDER THE NEW YORK UNIFORM GIFT TO
MINORS ACT
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(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)
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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)
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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
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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. / / 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. /X/ 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:
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TRANSACTION VALUATION AMOUNT OF FILING FEE*
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$193,509,856 $38,702
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* 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.
/ / 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.
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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
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INTRODUCTION
This Amendment No. 8 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, 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 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 16. ADDITIONAL INFORMATION.
Acquisition Company and the Company have amended the Merger Agreement to
reduce the minimum number of Shares required to be tendered in the Offer (the
"Minimum Condition") 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 12:00 midnight, New York City time,
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. The revised bank committment letter is attached hereto as
Exhibit (a)(4) and is incorporated herein by reference.
The new Minimum Condition, 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 Condition 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 Board
of Directors of the Company (the "Board") following the unanimous recommendation
of an 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. The
amendment to the Merger Agreement is attached hereto as Exhibit (c)(25) and is
incorporated herein by reference.
According to ChaseMellon Shareholder Services, L.L.C., the depositary for
the Offer, as of 12:00 midnight on February 3, 2000, 4,897,987 Shares had been
validly tendered and not withdrawn pursuant to the Offer.
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On February 4, 2000, Acquisition Company and the Company commenced
dissemination of a supplement to the Offer to Purchase (the "Supplement") to the
stockholders of the Company. The Supplement is attached hereto as Exhibit (d)(9)
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:
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(a)(4) Revised Bank Commitment Letter, dated February 3, 2000,
attached as Exhibit (b)(4) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(25) Amendment No. 1 to Agreement and Plan of Merger, dated as of
February 3, 2000, attached as Exhibit I to the Supplement to
the Offer to Purchase attached hereto as Exhibit (d)(9) and
incorporated herein by reference.
(d)(9) Supplement, dated February 4, 2000, to the Offer to
Purchase, dated December 15, 1999, attached as
Exhibit (a)(11) to the Schedule 14D-1 and incorporated
herein by reference.
(d)(10) Letter of Transmittal, attached as Exhibit (a)(12) to the
Schedule 14D-1 and incorporated herein by reference.
(d)(11) Notice of Guaranteed Delivery, attached as Exhibit (a)(13)
to the Schedule 14D-1 and incorporated herein by reference.
(d)(12) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, attached as Exhibit (a)(14) to
the Schedule 14D-1 and incorporated herein by reference.
(d)(13) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, attached as
Exhibit (a)(15) to the Schedule 14D-1 and incorporated
herein by reference.
(d)(14) Letter to Stockholders of the Company from James S. Gleason,
Chairman of the Board and Chief Executive Officer of the
Company, attached as Exhibit (a)(16) to the Schedule 14D-1
and incorporated herein by reference.
(g)(13) Press Release, dated February 4, 2000, attached as
Exhibit (g)(13) to the Schedule 14D-1 and incorporated
herein by reference.
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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: February 4, 2000
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GLEASON CORPORATION
By: /s/ EDWARD J. PELTA
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Name: Edward J. Pelta
Title: VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
/s/ JAMES S. GLEASON
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James S. Gleason
/s/ DAVID J. BURNS
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David J. Burns
/s/ JOHN J. PERROTTI
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John J. Perrotti
/s/ JOHN J. PERROTTI
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John J. Perrotti,
AS CUSTODIAN FOR JASON PERROTTI
UNDER THE NEW YORK UNIFORM GIFT TO MINORS ACT
/s/ JOHN J. PERROTTI
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John J. Perrotti,
AS CUSTODIAN FOR CHRISTINE J. PERROTTI
UNDER THE NEW YORK UNIFORM GIFT TO MINORS ACT
/s/ EDWARD J. PELTA
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Edward J. Pelta
/s/ JOHN W. PYSNACK
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John W. Pysnack
/s/ GARY J. KIMMET
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Gary J. Kimmet
TORQUE ACQUISITION CO., L.L.C.
By: /s/ SANDER M. LEVY
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Name: Sander M. Levy
Title: PRESIDENT
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(4) Revised Bank Commitment Letter, dated February 3, 2000,
attached as Exhibit (b)(4) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(25) Amendment No. 1 to Agreement and Plan of Merger, dated as of
February 3, 2000, attached as Exhibit I to the Supplement to
the Offer to Purchase attached hereto as Exhibit (d)(9) and
incorporated herein by reference.
(d)(9) Supplement, dated February 4, 2000, to the Offer to
Purchase, dated December 15, 1999, attached as
Exhibit (a)(11) to the Schedule 14D-1 and incorporated
herein by reference.
(d)(10) Letter of Transmittal, attached as Exhibit (a)(12) to the
Schedule 14D-1 and incorporated herein by reference.
(d)(11) Notice of Guaranteed Delivery, attached as Exhibit (a)(13)
to the Schedule 14D-1 and incorporated herein by reference.
(d)(12) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, attached as Exhibit (a)(14) to
the Schedule 14D-1 and incorporated herein by reference.
(d)(13) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, attached as
Exhibit (a)(15) to the Schedule 14D-1 and incorporated
herein by reference.
(d)(14) Letter to Stockholders of the Company from James S. Gleason,
Chairman of the Board and Chief Executive Officer of the
Company, attached as Exhibit (a)(16) to the Schedule 14D-1
and incorporated herein by reference.
(g)(13) Press Release, dated February 4, 2000, attached as
Exhibit (g)(13) to the Schedule 14D-1 and incorporated
herein by reference.
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