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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLEASON CORPORATION
(Name of Subject Company (Issuer))
TORQUE ACQUISITION CO., L.L.C.
(Bidder)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
377339106
(CUSIP Number of Class of Securities)
GLEASON CORPORATION
ATTN: EDWARD J. PELTA, ESQ.
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
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 Bidder)
COPY TO:
BLAINE V. FOGG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE:
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.
|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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(Continued on following pages)
This Amendment No. 5 to the Tender Offer Statement on
Schedule 14D-1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed on December 15, 1999 (the "Schedule 14D-
1") by Torque Acquisition Co., L.L.C. ("Acquisition Company"), a Delaware
limited liability company and a wholly owned subsidiary of Vestar Capital
Partners IV, L.P., relating to the joint tender offer by Acquisition
Company and Gleason Corporation, a Delaware corporation (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"), 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.
Acquisition Company hereby amends and supplements the Schedule 14D-1 as
follows:
ITEM 7. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
An aggregate of approximately $280,000 has been paid by
the Company as loans to certain senior members of management in the form of
promissory notes to assist in the payment of certain taxes incurred in
connection with the Transactions. Such loans are full recourse and bear
interest at market rates. A form of promissory note for such loans is
attached hereto as Exhibit (b)(3).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the
addition of the following exhibit thereto:
(b)(3) Form of Promissory Note.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 25, 2000
TORQUE ACQUISITION CO., L.L.C.
By: /s/ SANDER M. LEVY
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Name: Sander M. Levy
Title: President
EXHIBIT INDEX
EXHIBITS
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(b)(3) Form of Promissory Note.
GLEASON CORPORATION
PROMISSORY NOTE
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("RECOURSE NOTE")
$_____________ December 31, 1999
FOR VALUE RECEIVED, the undersigned, (the "Borrower"),
hereby promises to pay to the order of Gleason Corporation, a Delaware
corporation (the "Company"), the principal sum (the "Principal Sum") of
[ ] ($ ) in lawful money of the United States of America. The
Borrower also agrees to pay interest (computed on the basis of a 365 or 366
day year, as the case may be) on any unpaid amount of the Principal Sum,
from and after the effective date of this Recourse Note until the entire
Principal Sum has been paid in full, at the rate of 6.47% per annum,
compounded annually.
This Recourse Note is subject to the following further
terms and conditions:
1. Payment Upon Maturity . The Principal Sum and all
accrued interest thereon will become due and payable on the earlier to
occur of: (a) ten (10) days after Borrower receives cash consideration upon
the sale or other transfer, or from any other distribution in respect, from
time to time, of Borrower's shares of the capital stock (or voting trust
certificates evidencing an indirect interest therein through a voting
trust, as the case may be) of the Company and/or options to acquire such
shares, provided, however, that if such cash consideration is less than the
Principal Sum and all accrued interest thereon then owing, the amount due
and payable on such 10th day shall be limited to the amount of such cash
consideration received, and the terms of this paragraph 1(a) shall
thereafter be reapplied until the remaining outstanding balance of the
Principal Sum and accrued interest thereon is paid in full, and (b)
December 31, 2010. Notwithstanding the foregoing, in the event that, in
connection with that certain Agreement and Plan of Merger dated as of
December 8, 1999 by and among the Company, Torque Acquisition Co., L.L.C.
and Torque Merger Sub, Inc. (the "Merger Agreement"), the Offer (as defined
in the Merger Agreement) does not close on or before June 30, 2000,
Borrower shall pay the Principal Sum in three (3) equal, consecutive annual
installments, plus all accrued and unpaid interest thereon, on the 15th day
of each December beginning on December 15, 2000 until all interest and
principal on this Recourse Note has been paid in full. Payments shall be
applied first against accrued interest, and thereafter to principal.
2. Payment and Prepayment . All payments and prepayments
of the Principal Sum of and the accrued interest on this Recourse Note
shall be made to the Company or its order, in lawful money of the United
States of America at the principal offices of the Company. The Borrower
may, at his option, prepay this Recourse Note in whole or in part at any
time or from time to time without penalty or premium. Any prepayments of
any portion of the Principal Sum of this Recourse Note shall be accompanied
by payment of all interest accrued but unpaid hereunder. Upon full and
final payment of the Principal Sum of and interest accrued on this Recourse
Note, it shall be surrendered to the Borrower and canceled by the Company.
3. Acceleration of Repayment.
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(a) Upon the earliest to occur of (i) the
thirtieth (30th) day following the Borrower's termination of his employment
with the Company or (ii) the date on which the Borrower's employment with
the Company is terminated by the Company for "Cause" (as hereinafter
defined), the holder of this Recourse Note may declare, by notice given to
the Borrower, the entire out standing Principal Sum to be immediately due
and payable, whereupon such Principal Sum, and any and all accrued and
unpaid interest thereon, shall become due and payable without presentment,
demand, protest, notice of dishonor and all other demands and notices of
any kind, all of which are hereby expressly waived.
(b) For purposes of paragraph 3(a), "Cause" shall
mean a termination of employment of Borrower by the Company or any of its
subsidiaries due to (i) the willful failure by the Borrower to perform the
Borrower's duties to the extent such failure or breach has not been cured
within 10 days after a written demand for performance is delivered to the
Borrower by the Board of Directors of the Company, which demand
specifically identifies the manner in which the Board of Directors of the
Company believes that the Borrower has not performed the Borrower's
duties, (ii) the Borrower's willful failure to comply in any material
respect with the lawful directive of the Board of Directors of the Company
or such Borrower's superior officer(s), (iii) the engaging by Borrower in
gross negligence or the willful engaging by the Borrower in any other
conduct, in each case, which is demonstrably and materially injurious to
the Company or its subsidiaries, monetarily or otherwise, or (iv) the
conviction of the Borrower of (A) a felony or crime involving dishonesty
or fraud or (B) a crime involving moral turpitude which would materially
injure relationships with customers, suppliers or employees of the Company
or otherwise cause a material injury to the Company.
4. Notice. For the purposes of this Recourse Note,
notices, demands and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by United States certified or
registered mail, return receipt requested, postage prepaid to the address
set forth below the signature of each party hereto or to such other address
as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only
upon receipt.
5. Miscellaneous.
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(a) No delay or failure by the Company or the
holder of this Recourse Note in the exercise of any right or remedy shall
constitute a waiver thereof, and no single or partial exercise by the
holder hereof of any right or remedy shall preclude other or future
exercise thereof or the exercise of any other right or remedy.
(b) The headings contained in this Recourse
Note are for reference purposes only and shall not affect in any way the
meaning or interpretation of the provisions hereof.
(c) Nothing in this Recourse Note shall confer
upon the Borrower the right to continue in the employment of the Company or
any of its subsidiaries or affect any rights which the Company may have to
terminate the employment of the Borrower.
(d) The provisions of this Recourse Note shall be
governed by and construed in accordance with laws of the State of New York,
without giving effect to the choice of law principles thereof.
IN WITNESS WHEREOF, this Recourse Note has been duly
executed and delivered to the Company by the Borrower on the date first above
written.
Witness:
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