SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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)
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
(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.
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. 6 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 8. ADDITIONAL INFORMATION.
On January 26, 2000, Murray Devine & Co., Inc. ("Murray
Devine"), valuation consultants, presented their valuation opinion of the
Company to the Board of Directors of the Company to the effect that, before
giving effect to the Offer and the Merger and the transactions contemplated
thereby, the aggregate value of the Company's net assets, at fair value and
present saleable value, would exceed (a) its total liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities) and (b)
the amount required to pay such liabilities as they become absolute and
matured in the normal course of business, by an amount at least equal to
the funds required to effect the Offer and the Merger and the transactions
contemplated thereby, plus the par value of the stated capital of the
Company. A copy of the Murray Devine opinion is attached hereto as Exhibit
(g)(11) and is incorporated herein by reference.
On January 28, 2000, Acquisition Company and the Company
announced that they are extending the Offer until 12:00 midnight, New York
City time, on Thursday, February 10, 2000. The Offer had originally been
scheduled to expire at midnight on January 27, 2000. The terms of the
extended Offer are the same as the original Offer as set forth in the
Schedule 14D-1 filed with the Securities and Exchange Commission on
December 15, 1999.
According to ChaseMellon Shareholder Services, L.L.C., the
depositary for the Offer, as of midnight on January 27, 2000, 5,186,109
Shares (including 160,620 Shares tendered pursuant to notices of guaranteed
delivery), or approximately 64.4% of the public Shares available to be
tendered, have been validly tendered and not withdrawn pursuant to the
Offer. A copy of the press release release is attached hereto as Exhibit
(g)(12) and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(g)(11) Opinion from Murray, Devine & Co., Inc., dated January 26,
2000, attached as Exhibit (g) (11) to the Schedule 14D-1 and
incorporated herein by reference.
(g)(12) Press release, dated January 28, 2000, attached as Exhibit
(g) (12) 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 28, 2000 GLEASON CORPORATION
By: /s/ EDWARD J. PELTA
-------------------------
Name: Edward J. Pelta
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(g)(11) Opinion from Murray, Devine & Co., Inc., dated January 26,
2000, attached as Exhibit (g) (11) to the Schedule 14D-1 and
incorporated herein by reference.
(g)(12) Press release, dated January 28, 2000, attached as Exhibit
(g) (12) to the Schedule 14D-1 and incorporated herein by
reference.
