SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 13 (FINAL AMENDMENT)
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.
TORQUE MERGER SUB, INC.
JAMES S. GLEASON EDWARD J. PELTA
DAVID J. BURNS JOHN W. PYSNACK
JOHN J. PERROTTI GARY J. KIMMET
JOHN J. PERROTTI AS CUSTODIAN FOR JOHN J. PERROTTI AS CUSTODIAN
JASON PERROTTI UNDER THE NEW YORK FOR CHRISTINE J. PERROTTI UNDER
UNIFORM GIFT TO MINORS ACT THE NEW YORK UNIFORM GIFT TO MINORS ACT
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
377339106
(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
Four Times Square 180 Maiden Lane
New York, New York 10036 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. |_| 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:
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.
|_| 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. 13 (Final Amendment) 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"), Torque Merger Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of Acquisition Company
("Merger Subsidiary"), 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, Merger Subsidiary, 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 7. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented as follows:
On March 29, 2000, pursuant to the terms and conditions of
the Merger Agreement, Merger Subsidiary was merged with and into the
Company in accordance with the General Corporation Law of the State of
Delaware, with the Company continuing as the Surviving Corporation.
At the Effective Time, each issued and outstanding share of
Common Stock, other than Shares held in the Company's treasury and other
than Dissenting Shares, was treated as follows: (a) except as otherwise
provided in clauses (b), (c) and (d) below, each Share outstanding at the
Effective Time was converted, by virtue of the Merger, into the right to
receive $23.00 per Share; (b) each Share held by the Continuing
Stockholders who entered into the Stockholders' Agreement (except Mr.
Gleason) and 138,455 Shares held by Mr. Gleason each were converted into
the right to retain one fully paid and nonassessable share (a "Retained
Share") of common stock, par value $1.00 per share, of the Surviving
Corporation (the "Surviving Corporation Common Stock"); (c) each Share held
by Merger Subsidiary was automatically cancelled and ceased to exist, and
no consideration was delivered in exchange therefor; and (d) the Shares
held by the Foundation were treated as follows: (i) 202,000 Shares were not
affected by the Merger and remain outstanding and owned by the Foundation,
(ii) 545,000 Shares each were converted into the right to receive one share
of Series A Preferred and one Warrant to acquire shares of Surviving
Corporation Common Stock at $23.00 per Share, and (iii) 450,346 Shares each
were converted into the right to receive the Merger Consideration. In
addition, at the Effective Time, the common stock, par value $0.01 per
share, of Merger Subsidiary was converted into 484,334 Retained Shares and
1,833,792 shares of Series A Preferred and Warrants to acquire 1,833,792
shares of Common Stock.
A Form 15 has been filed with the Commission in order to
deregister the Common Stock and the Rights. A press release relating to the
foregoing is attached hereto as Exhibit (a)(8) 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 exhibit thereto:
(a)(8) Text of Press Release of Gleason Corporation, dated
March 29, 2000.
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: March 29, 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
TORQUE MERGER SUB, INC.
By: /s/ Sander M. Levy
Name: Sander M. Levy
Title: President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(8) Text of Press Release of Gleason Corporation, dated
March 29, 2000.
GLEASON
For Further Information, Contact:
SANDER M. LEVY
Vestar Capital Partners
(212) 351-1610
JOHN J. PERROTTI
Vice President - Finance & Treasurer
(716) 461-8105
Gleason Corporation
1000 University Avenue
P.O. Box 22970
Rochester, New York USA 14692-2970
FOR IMMEDIATE RELEASE
GLEASON CORPORATION COMPLETES SECOND STEP MERGER
ROCHESTER, NY, MARCH 29, 2000 - Gleason Corporation (NYSE:
GLE) (the "Company") announced today that, at a special meeting held on
March 29, 2000, the Company's stockholders approved an Agreement and Plan
of Merger, dated as of December 8, 1999, as amended, by and among the
Company, Torque Acquisition Co., L.L.C. ("Acquisition Company"), a wholly
owned subsidiary of Vestar Capital Partners IV, L.P., and Torque Merger
Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Acquisition Company.
Following the special meeting, Merger Sub was merged with and into the
Company.
The merger was the second and final step in a leveraged
recapitalization of the Company. The first step, a joint cash tender offer
by the Company and Acquisition Company to purchase all of the Company's
outstanding shares of common stock at a purchase price of $23.00 per share,
was completed on February 17, 2000.
Pursuant to the merger, the public stockholders of the
Company who did not tender their shares in the offer and who did not seek
appraisal of their shares pursuant to the applicable provisions of Delaware
law had their shares converted into the right to receive $23.00 per share,
upon presentation to ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon") of appropriate documentation by the holder of any such
shares of Company common stock. Within the next few days, ChaseMellon will
mail to non-tendering stockholders materials to be used to exchange Company
stock certificates for such payment.
Upon consummation of the merger, the Company became a
privately held corporation, and the shares of Company common stock will no
longer be quoted on the New York Stock Exchange.
The Company's principal business activity is the
development, manufacture and sale of gear production machinery and related
equipment. The gears produced by the Company's machines are used in drive
trains of automobiles, sport utility vehicles, trucks, buses, aircraft and
marine, agricultural and construction machinery. The Company has
manufacturing operations in Rochester, New York; Rockford, Illinois;
Plymouth, England; Munich and Ludwigsburg, Germany; Bangalore, India; and
Biel, Switzerland, and has sales and service offices throughout the United
States and Europe and in the Asia-Pacific region.
More information about Gleason Corporation is available on the World Wide
Web at http://www.gleason.com.
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