SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Gleason Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
377339106
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(CUSIP)
Andrew A. Ziegler
1000 North Water Street, #1770
Milwaukee, WI 53202
414-390-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
<PAGE>
CUSIP NO 377339106
This Amendment No. 1 to the Statement on Schedule 13D amends the Statement
on Schedule 13D originally filed on December 23, 1999 by Artisan Partners
Limited Partnership ("Artisan Partners"), Artisan Investment Corporation
("Artisan Corp."), Andrew A. Ziegler, and Carlene Murphy Ziegler (collectively,
the "Reporting Persons"), relating to the joint third-party tender offer by
Torque Acquisition Co., L.L.C. ("Acquisition Company") and a self-tender offer
by 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 issued pursuant to a Rights Agreement, dated as of May 4, 1999,
as amended, between the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights" and, together with the Common Stock, the
"Shares"), tendered pursuant to the Offer, with Acquisition Company agreeing
to pay for and purchase the first 2,318,126 Shares tendered pursuant to the
Offer and the Company agreeing to pay for and purchase all Shares tendered
in excess of such 2,318,126 Shares paid for and purchased by Acquisition
Company, at $23.00 per Share, net to seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 15, 1999, and in the related Letter of Transmittal (which, as
they may be amended or supplemented from time to time, together constitute
the "Offer").
ITEM 4. PURPOSE OF TRANSACTION
The fourth paragraph of Item 4 is hereby deleted and the following
paragraph is substituted in its place:
Artisan Partners and Artisan Corp. believe that the Offer Price is
substantially too low and is not a reasonable or appropriate valuation of the
Company. Artisan Partners and Artisan Corp. will not tender any Shares in
response to the Offer, nor do they intend to sell any Shares into the market
prior to the expiration of the Offer. Artisan Partners and Artisan Corp.
strongly believe that a more reasonable and appropriate valuation of the Company
would be obtained by an auction of the Company, unfettered by any "poison pill,"
shareholder rights plan or break-up fees or expenses. In this regard, Artisan
Partners and Artisan Corp. will alert members of the media of their objection to
the Offer Price. The Reporting Persons do not intend to act in concert, enter
into any agreement, or otherwise act as a group with any other Company
shareholder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Joint Filing Agreement Dated as of January 21, 2000 by and among the
Reporting Persons.
<PAGE>
CUSIP NO 377339106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 21, 2000
ARTISAN INVESTMENT CORPORATION
for itself and as general partner of
ARTISAN PARTNERS LIMITED
PARTNERSHIP
By: /s/ Lawrence Totsky
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Lawrence A. Totsky
Chief Financial Officer
<PAGE>
CUSIP NO 377339106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 21, 2000
ANDREW A. ZIEGLER
/s/ Andrew A. Ziegler
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<PAGE>
CUSIP NO 377339106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 21, 2000
CARLENE MURPHY ZIEGLER
/s/ Carlene Murphy Ziegler
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CUSIP NO 377339106
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of Amendment No. 1 to the
Schedule 13D to which this Agreement is attached.
Dated: January 21, 2000
ARTISAN INVESTMENT CORPORATION
for itself and as general partner of
ARTISAN PARTNERS LIMITED
PARTNERSHIP
By: /s/ Lawrence Totsky
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Lawrence A. Totsky
Chief Financial Officer
ANDREW A. ZIEGLER
/s/ Andrew A. Ziegler
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CARLENE MURPHY ZIEGLER
/s/ Carlene Murphy Ziegler
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