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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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GLEASON CORPORATION
(Name of Issuer)
(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 the 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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DECEMBER 15, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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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. 7 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, 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 hereby amends and supplements the Statement as follows:
ITEM 8. 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 (b)(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.
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 (a)(11) and is incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
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(a)(11) 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.
(a)(12) Letter of Transmittal, attached as Exhibit (a)(12) to the
Schedule 14D-1 and incorporated herein by reference.
(a)(13) Notice of Guaranteed Delivery, attached as Exhibit (a)(13)
to the Schedule 14D-1 and incorporated herein by reference.
(a)(14) 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.
(a)(15) 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.
(a)(16) 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.
(b)(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
February 3, 2000, attached as Exhibit I to the Supplement to
the Offer to Purchase attached hereto as Exhibit (a)(11) 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 my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
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Dated: February 4, 2000 GLEASON CORPORATION
By: /s/ EDWARD J. PELTA
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Name: Edward J. Pelta
Title: Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(11) 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.
(a)(12) Letter of Transmittal, attached as Exhibit (a)(12) to the
Schedule 14D-1 and incorporated herein by reference.
(a)(13) Notice of Guaranteed Delivery, attached as Exhibit (a)(13)
to the Schedule 14D-1 and incorporated herein by reference.
(a)(14) 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.
(a)(15) 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.
(a)(16) 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.
(b)(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
February 3, 2000, attached as Exhibit I to the Supplement to
the Offer to Purchase attached hereto as Exhibit (a)(11)
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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