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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
GLEASON CORPORATION
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(Name of Issuer)
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
377339 10 6
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the 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
DECEMBER 15, 1999
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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.
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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. 4 to an Issuer Tender Offer Statement on
Schedule 13E-4 (the "Statement") amends and supplements the Statement
originally filed on December 15, 1999 by Gleason Corporation (the
"Company") relating to the joint third-party tender offer by Torque
Acquisition Co., L.L.C. ("Acquisition Company" and, together with the
Company, the "Purchasers"), a wholly owned subsidiary of Vestar Capital
Partners IV, L.P. ("Vestar"), and a self-tender offer by 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"), of the Company tendered pursuant to the Offer, 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 hereby amends and supplements the Schedule 13E-4 as
follows:
ITEM 5. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
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 attached hereto as Exhibit (c)(24).
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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(c)(24) Form of Management Subscription Agreement, attached as Exhibit
(c)(24) to Amendment No. 4 to the Schedule 14D-1 and incorporated
herein by reference.
SIGNATURE
After due 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 21, 2000 GLEASON CORPORATION
By: /s/ EDWARD J. PELTA
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Name: Edward J. Pelta
Title: Vice President, General
Counsel and Secretary
EXHIBIT INDEX
EXHIBIT NO. Description
(c)(24) Form of Management Subscription Agreement, attached as
Exhibit (c)(24) to Amendment No. 4 to the Schedule 14D-1
and incorporated herein by reference.
