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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
James S. Gleason Edward J. Pelta
David J. Burns John W. Pysnack
John J. Perrotti Gary J. Kimmet
John J. Perrotti as Custodian for Jason John J. Perrotti as Custodian for
Perrotti under the New York Uniform Gift Christine J. Perrotti under the New York
to Minors Act Uniform Gift to Minors Act
(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)
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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
919 THIRD AVENUE 180 MAIDEN LANE
NEW YORK, NEW YORK 10022 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.
/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
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") is being filed 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"), and certain stockholders of the Company in
connection with a joint offer by the Company and Acquisition 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 (the "Offer to Purchase") and the
related Letter of Transmittal (which, as they may be amended from time to time,
are herein collectively referred to as the "Offer"). Copies of the Offer to
Purchase and the Letter of Transmittal filed herewith as Exhibits (a)(1) and
(a)(2), respectively, in response to Item 11(a) of the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") concurrently being filed by Acquisition
Company with the Securities and Exchange Commission (the "Commission") in
connection with the Offer, are incorporated in their entirety herein by
reference.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1,
which contains information required to be included in response to the items of
Schedule 13E-3. The information in the Schedule 14D-1, including all exhibits
thereto, is expressly incorporated by reference herein in its entirety and
responses to each item herein are qualified in their entirety by the provisions
of the Schedule 14D-1.
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
ITEM NUMBER AND CAPTION LOCATION IN SCHEDULE 14D-1
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1 ISSUER AND CLASS OF SECURITY SUBJECT TO THE
TRANSACTION.
(a)........................................ The Front Cover Page and Item 1(a) in the
Schedule 14D-1 are incorporated herein by
reference.
(b)........................................ Item 1(b) in the Schedule 14D-1 is
incorporated herein by reference.
(c)........................................ Item 1(c) in the Schedule 14D-1 is
incorporated herein by reference.
(d)........................................ Item 1(c) in the Schedule 14D-1 is
incorporated herein by reference.
(e)........................................ *
(f)........................................ *
2 IDENTITY AND BACKGROUND.
(a)-(g).................................... Items 2(a)-2(g) in the Schedule 14D-1 are
incorporated herein by reference.
3 PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS.
(a)-(b).................................... Item 3 in the Schedule 14D-1 is
incorporated herein by reference.
4 TERMS OF THE TRANSACTION.
(a)........................................ Item 3(b) and Item 7 in the Schedule 14D-1
are incorporated herein by reference.
(b)........................................ Item 6(a) in the Schedule 14D-1 is
incorporated herein by reference.
5 PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(g).................................... Items 5(a)-5(g) and Item 7 in the
Schedule 14D-1 are incorporated herein by
reference.
6 SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
(a)........................................ Item 4(a) in the Schedule 14D-1 is
incorporated herein by reference.
(b)........................................ Item 8 in the Schedule 14D-1 is
incorporated herein by reference.
(c)........................................ Item 4(b) in the Schedule 14D-1 is
incorporated herein by reference.
(d)........................................ Item 4(c) in the Schedule 14D-1 is
incorporated herein by reference.
7 PURPOSE(S), ALTERNATIVES, REASONS AND
EFFECTS.
(a)........................................ Item 5 in the Schedule 14D-1 is
incorporated herein by reference.
(b)........................................ Not applicable.
(c)........................................ Item 5 in the Schedule 14D-1 is
incorporated herein by reference.
(d)........................................ *
ITEM NUMBER AND CAPTION LOCATION IN SCHEDULE 14D-1
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8 FAIRNESS OF THE TRANSACTION.
(a)-(e).................................... *
(f)........................................ Not applicable.
9 REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS.
(a)-(c).................................... *
10 INTEREST IN SECURITIES OF THE ISSUER.
(a)........................................ Item 6(a) in the Schedule 14D-1 is
incorporated herein by reference.
(b)........................................ Item 6(b) in the Schedule 13E-4 is
incorporated herein by reference.
11 CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES. Item 7 in the Schedule 14D-1 is
incorporated herein by reference.
12 PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.
(a)-(b).................................... *
13 OTHER PROVISIONS OF THE TRANSACTION.
(a)-(c).................................... *
14 FINANCIAL INFORMATION.
(a)-(b).................................... Item 9 in the Schedule 14D-1 is
incorporated herein by reference.
15 PERSONS AND ASSETS EMPLOYED, RETAINED OR
UTILIZED.
(a)........................................ Not applicable.
(b)........................................ Item 8 in the Schedule 14D-1 is
incorporated herein by reference.
16 ADDITIONAL INFORMATION. Item 10(f) in the Schedule 14D-1 is
incorporated herein by reference.
17 MATERIAL TO BE FILED AS EXHIBITS.
(a)........................................ Item 11(b)(1) in the Schedule 14D-1 is
incorporated herein by reference.
(b)........................................ *
(c)........................................ Items 11(c)(1)-11(c)(23) in the
Schedule 14D-1 are incorporated herein by
reference.
(d)........................................ Items 11(a)(1)-11(a)(8) in the Schedule
14D-1 are incorporated herein by reference.
(e)........................................ Item 11(a)(1) in the Schedule 14D-1 is
incorporated herein by reference.
(f)........................................ *
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* Omitted because the Item is not required by Schedule 14D-1.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO TRANSACTION.
(a) Reference is made to the information set forth in response to Item 1(a)
of the Schedule 14D-1, which information is incorporated herein by
reference.
(b) The information set forth in "INTRODUCTION" of the Offer to Purchase is
incorporated herein by reference. As of November 30, 1999, there were
approximately 3,040 holders of record of the issued and outstanding
Shares.
(c) The information set forth in "INTRODUCTION" and "THE OFFER--Price Range
of the Shares; Dividends" of the Offer to Purchase is incorporated herein
by reference.
(d) The information set forth in "INTRODUCTION" and "THE OFFER--Price Range
of the Shares; Dividends" of the Offer to Purchase is incorporated herein
by reference.
(e) The information set forth in "SPECIAL FACTORS--Transactions and
Arrangements Concerning the Shares" of the Offer to Purchase is
incorporated herein by reference.
(f) The information set forth in "SPECIAL FACTORS--Transactions and
Arrangements Concerning the Shares" and Schedule III to the Offer to
Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d),(g) This Statement is being filed by (i) Gleason Corporation, the
issuer of the class of securities which is the subject of this
Rule 13e-3 transaction, and (ii) Torque Acquisition Co., L.L.C.,
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. The information set forth in "INTRODUCTION," "THE
OFFER--Certain Information Concerning the Company," "THE OFFER--Certain
Information Concerning Vestar, Acquisition Company, Merger Subsidiary and
Certain Affiliates" and in Schedule I and Schedule II of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) During the last five years, neither Acquisition Company nor the
Company nor, to the best knowledge of Acquisition Company and the
Company, any of the persons listed in Schedule I or Schedule II of the
Offer to Purchase has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS--Background of the Transactions," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL FACTORS--Plans for the Company
After the Transactions," "SPECIAL FACTORS--Interests of Certain Persons
in the Transactions," "SPECIAL FACTORS--Transactions and Arrangements
Concerning the Shares" and Schedule III of the Offer to Purchase are
incorporated herein by reference.
(b) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS--Background of the Transactions," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL FACTORS--Plans for the Company
After the Transactions" and "THE OFFER--Conditions to the Offer" of the
Offer to Purchase is incorporated herein by reference.
2
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "INTRODUCTION," "SPECIAL FACTORS--The
Merger Agreement," "SPECIAL FACTORS--Purpose and Structure of the
Transactions," "SPECIAL FACTORS--Plans for the Company After the
Transactions," "THE OFFER--Procedures for Tendering Shares," "THE
OFFER--Acceptance for Payment and Payment for Shares," "THE
OFFER--Withdrawal Rights" and "THE OFFER--Conditions of the Offer" of the
Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions" and "SPECIAL FACTORS--The Merger Agreement"
of the Offer to Purchase is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in "INTRODUCTION," "SPECIAL FACTORS--Plans
for the Company After the Transactions," "SPECIAL FACTORS--Interests of
Certain Persons in the Transactions," "SPECIAL FACTORS--The Merger
Agreement," "SPECIAL FACTORS--Certain Effects of the Transactions" and
"THE OFFER--Effect of the Transactions on the Market for the Shares;
Exchange Act Registration" of the Offer to Purchase is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a),(c) The information set forth in "SPECIAL FACTORS--Financing of the
Transactions" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "THE OFFER--Fees and Expenses" of the Offer
to Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in "INTRODUCTION" and "SPECIAL
FACTORS--Purpose and Structure of the Transactions" of the Offer to
Purchase is incorporated herein by reference.
(b), (c)The information set forth in "INTRODUCTION," "SPECIAL
FACTORS--Background of the Transactions," "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of Directors;
Fairness of the Transactions," "SPECIAL FACTORS--Opinion of the Special
Committee's Financial Advisor" and "SPECIAL FACTORS--Purpose and
Structure of the Transactions" and Exhibit I of the Offer to Purchase is
incorporated herein by reference.
(d) The information set forth in "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions," "SPECIAL FACTORS--Certain Tax
Consequences," "SPECIAL FACTORS--Certain Effects of the Transactions,"
"THE OFFER--Certain Information Concerning the Company," and "THE
OFFER--Effect of the Transactions on the Market for the Shares; Exchange
Act Registration" of the Offer to Purchase is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS--Background of the Transactions," "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of Directors;
Fairness of the Transactions," "SPECIAL FACTORS--Opinion of the Special
Committee's Financial Advisor" and Exhibit I of the Offer to Purchase is
incorporated herein by reference.
(f) None.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in "SPECIAL FACTORS--Background of the
Transactions," "SPECIAL FACTORS--Recommendation of the Special Committee
and Board of Directors; Fairness of the Transactions," "SPECIAL
FACTORS--Opinion of the Special Committee's Financial Advisor" and
Exhibit I of the Offer to Purchase is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth in "SPECIAL FACTORS--Beneficial Ownership
of Common Stock," "SPECIAL FACTORS--Transactions and Arrangements
Concerning the Shares" and Schedule III of the Offer to Purchase is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
(a) The information set forth in "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions," "SPECIAL FACTORS--The Merger Agreement,"
"SPECIAL FACTORS--Financing of the Transactions" and "SPECIAL
FACTORS--Transactions and Arrangements Concerning the Shares" of the
Offer to Purchase is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "INTRODUCTION," "SPECIAL FACTORS--Interests
of Certain Persons in the Transactions," "SPECIAL FACTORS--The Merger
Agreement" and "SPECIAL FACTORS--Transactions and Arrangements Concerning
the Shares" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "INTRODUCTION" and "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of Directors;
Fairness of the Transactions" of the Offer to Purchase is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "INTRODUCTION," "SPECIAL FACTORS--Appraisal
Rights" and Exhibit IV of the Offer to Purchase is incorporated herein by
reference.
(b) No provision has been made by the Company to allow unaffiliated security
holders to obtain access to corporate files of the Company or to obtain
counsel or appraisal services at the expense of the Company.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The financial information set forth in "THE OFFER--Certain Information
Concerning the Company," "THE OFFER--Certain Information Concerning
Vestar, Acquisition Company, Merger Subsidiary and Certain Affiliates"
and Exhibit II of the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The information set forth in "SPECIAL FACTORS--Recommendation of the
Special Committee and Board of Directors; Fairness of the Transactions,"
"SPECIAL FACTORS--Opinion of
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the Special Committee's Financial Advisor," "SPECIAL FACTORS--Financing
of the Transactions" and "THE OFFER--Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the Offer to Purchase and the related Letter of
Transmittal, copies of which are incorporated by reference as Exhibit (d)(1) and
(d)(2) herein, which are incorporated in their entirety by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Commitment Letter, dated November 29, 1999, by and among Gleason
Corporation, Torque Acquisition Co., L.L.C., Gleason Germany Holdings
GmbH, Gleason Works Holding Limited and Bankers Trust Company,
attached as Exhibit (b)(1) to the Schedule 14D-1 and incorporated
herein by reference.
(b)(1) Opinion of Bear, Stearns & Co., Inc., attached as Exhibit I to the
Offer to Purchase, attached hereto as Exhibit (d)(1).
(b)(2) Presentation of Bear, Stearns & Co., Inc. to the Special Committee of
the Board of Directors, dated December 8, 1999, attached as
Exhibit (b)(2) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(1) Proposal Letter, dated November 29, 1999, from James S. Gleason and
Torque Acquisition Co., L.L.C. to the Special Committee of the Board
of Directors of Gleason Corporation, attached as Exhibit (c)(1) to
the Schedule 14D-1 and incorporated herein by reference.
(c)(2) Agreement and Plan of Merger, dated as of December 8, 1999, by and
among Gleason Corporation, Torque Acquisition Co., L.L.C. and Torque
Merger Sub, Inc., attached as Exhibit III to the Offer to Purchase
filed herewith as Exhibit (d)(1).
(c)(3) Unit Purchase Agreement, dated as of November 29, 1999, by and
between Vestar Capital Partners IV, L.P. and Torque Acquisition Co.,
L.L.C., attached as Exhibit (c)(3) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(4) Form of Stockholders' Agreement, dated as of November 29, 1999, among
Gleason Corporation and certain of its stockholders, attached as
Exhibit (c)(4) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(5) Letter Agreement, dated as of November 29, 1999, by and among James
S. Gleason, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(5) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(6) Letter Agreement, dated as of November 29, 1999, by and among Janis
F. Gleason, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(6) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(7) Letter Agreement, dated as of November 29, 1999, by and among David
J. Burns, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(7) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(8) Letter Agreement, dated as of November 29, 1999, by and among John J.
Perrotti, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(8) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(9) Letter Agreement, dated as of November 29, 1999, by and among Edward
J. Pelta, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(9) to the Schedule 14D-1 and incorporated
herein by reference.
5
(c)(10) Letter Agreement, dated as of November 29, 1999, by and among John
W. Pysnack, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(10) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(11) Letter Agreement, dated as of November 29, 1999, by and among Gary
J. Kimmet, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(11) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(12) Letter Agreement, dated as of November 29, 1999, by and among the
GST Exempt Trust for the benefit of James S. Gleason under Articles
Third (E) of the Trust Under Agreement dated March 8, 1989, with
Lawrence C. Gleason, Torque Acquisition Co., L.L.C. and Gleason
Corporation, attached as Exhibit (c)(12) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(13) Letter Agreement, dated as of November 29, 1999, by and among the
Non Exempt Trust for the benefit of James S. Gleason under Articles
Third (F) of the Trust Under Agreement dated March 8, 1989, with
Lawrence C. Gleason, Torque Acquisition Co., L.L.C. and Gleason
Corporation, attached as Exhibit (c)(13) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(14) Term Sheet for Management Subscription Agreement, dated as of
November 29, 1999, attached as Exhibit (c)(14) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(15) Terms of New Management Option Plan, dated as of November 29, 1999,
attached as Exhibit (c)(15) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(16) Form of Voting Trust Agreement, by and among Gleason Corporation,
Torque Acquisition Co., L.L.C., certain stockholders of Gleason
Corporation and James S. Gleason, David J. Burns and Edward J.
Pelta, as voting trustees, attached as Exhibit (c)(16) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(17) Letter by and among Torque Acquisition Co., L.L.C., Torque Merger
Sub, Inc. and James S. Gleason, dated as of November 29, 1999,
attached as Exhibit (c)(17) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(18) Foundation Agreement, dated as of December 8, 1999, by and between
Torque Acquisition Co., L.L.C. and the Gleason Foundation, attached
as Exhibit (c)(18) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(19) Form of Severance Agreement, attached as Exhibit (c)(19) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(20) Form of Management Agreement, by and between Vestar Capital Partners
and Gleason Corporation, attached as Exhibit (c)(20) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(21) Amendment, dated as of December 8, 1999, to the Rights Agreement
dated as of May 4, 1999, between Gleason Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, attached as
Exhibit (c)(21) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(22) Form of Amended and Restated Certificate of Incorporation of Gleason
Corporation, attached as Annex B to Exhibit III of the Offer to
Purchase filed herewith as Exhibit (d)(1).
(c)(23) Form of Amended and Restated Bylaws of Gleason Corporation, attached
as Annex C to Exhibit III of the Offer to Purchase filed herewith as
Exhibit (d)(1).
(d)(1) Offer to Purchase, dated December 15, 1999, attached in response to
Item 9(a) of the Schedule 13E-4.
6
(d)(2) Letter of Transmittal, attached in response to Item 9(a) of the
Schedule 13E-4.
(d)(3) Notice of Guaranteed Delivery, attached in response to Item 9(a) of
the Schedule 13E-4 and incorporated in its entirety herein by
reference.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, attached in response to Item 9(a) of the
Schedule 13E-4 and incorporated in its entirety herein by reference.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, attached in response to Item 9(a)
of the Schedule 13E-4 and incorporated in its entirety herein by
reference.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, attached in response to Item 9(a) of the
Schedule 13E-4 and incorporated in its entirety herein by reference.
(d)(7) Summary Advertisement, dated December 15, 1999, attached in response
to Item 9(a) of the Schedule 13E-4 and incorporated in its entirety
herein by reference.
(e) Not applicable.
(g)(1) Class Action Complaint filed by Melissa Marotta on December 9, 1999,
in the action entitled MAROTTA V. NICHOLS, ET AL, C.A. No. 17643NC
(Court of Chancery of New Castle County, Delaware), attached as
Exhibit (g)(1) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(2) Class Action Complaint filed by Caroline Weiss on December 9, 1999,
in the action entitled WEISS V. NICHOLS, ET AL, C.A. No. 17644NC
(Court of Chancery of New Castle County, Delaware), attached as
Exhibit (g)(2) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(3) Class Action Complaint filed by William Steiner on December 9, 1999,
in the action entitled STEINER V. NICHOLS, ET AL, C.A. No. 17648NC
(Court of Chancery of New Castle County, Delaware), attached as
Exhibit (g)(3) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(4) Class Action Complaint filed by Aaron Brody on December 10, 1999, in
the action entitled BRODY V. NICHOLS, ET AL, C.A. No. 17654NC (Court
of Chancery of New Castle County, Delaware), attached as
Exhibit (g)(4) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(5) Class Action Complaint filed by William Harper on December 10, 1999,
in the action entitled HARPER V. NICHOLS, ET AL, C.A. No. 17652NC
(Court of Chancery of New Castle County, Delaware), attached as
Exhibit (g)(5) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(6) Class Action Complaint filed by Alan Freberg on December 10, 1999, in
the action entitled FREBERG V. NICHOLS, ET AL, C.A. No. 17650NC
(Court of Chancery of New Castle County, Delaware), attached as
Exhibit (g)(6) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(7) Class Action Complaint filed by James Lichtenstein on December 13,
1999, in the action entitled LICHTENSTEIN V. NICHOLS, ET AL, C.A.
No. 17658NC (Court of Chancery of New Castle County, Delaware),
attached as Exhibit (g)(7) to the Schedule 14D-1 and incorporated
herein by reference.
7
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: December 15, 1999
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
8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Commitment Letter, dated November 29, 1999, by and among Gleason
Corporation, Torque Acquisition Co., L.L.C., Gleason Germany Holdings
GmbH, Gleason Works Holding Limited and Bankers Trust Company,
attached as Exhibit (b)(1) to the Schedule 14D-1 and incorporated
herein by reference.
(b)(1) Opinion of Bear, Stearns & Co., Inc., attached as Exhibit I to the
Offer to Purchase, attached hereto as Exhibit (d)(1).
(b)(2) Presentation of Bear, Stearns & Co., Inc. to the Special Committee of
the Board of Directors, dated December 8, 1999, attached as
Exhibit (b)(2) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(1) Proposal Letter, dated November 29, 1999, from James S. Gleason and
Torque Acquisition Co., L.L.C. to the Special Committee of the Board
of Directors of Gleason Corporation, attached as Exhibit (c)(1) to
the Schedule 14D-1 and incorporated herein by reference.
(c)(2) Agreement and Plan of Merger, dated as of December 8, 1999, by and
among Gleason Corporation, Torque Acquisition Co., L.L.C. and Torque
Merger Sub, Inc., attached as Exhibit III to the Offer to Purchase
filed herewith as Exhibit (d)(1).
(c)(3) Unit Purchase Agreement, dated as of November 29, 1999, by and
between Vestar Capital Partners IV, L.P. and Torque Acquisition Co.,
L.L.C., attached as Exhibit (c)(3) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(4) Form of Stockholders' Agreement, dated as of November 29, 1999, among
Gleason Corporation and certain of its stockholders, attached as
Exhibit (c)(4) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(5) Letter Agreement, dated as of November 29, 1999, by and among James
S. Gleason, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(5) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(6) Letter Agreement, dated as of November 29, 1999, by and among Janis
F. Gleason, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(6) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(7) Letter Agreement, dated as of November 29, 1999, by and among David
J. Burns, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(7) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(8) Letter Agreement, dated as of November 29, 1999, by and among John J.
Perrotti, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(8) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(9) Letter Agreement, dated as of November 29, 1999, by and among Edward
J. Pelta, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(9) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(10) Letter Agreement, dated as of November 29, 1999, by and among John
W. Pysnack, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(10) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(11) Letter Agreement, dated as of November 29, 1999, by and among Gary
J. Kimmet, Torque Acquisition Co., L.L.C. and Gleason Corporation,
attached as Exhibit (c)(11) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(12) Letter Agreement, dated as of November 29, 1999, by and among the
GST Exempt Trust for the benefit of James S. Gleason under Articles
Third (E) of the Trust Under Agreement dated March 8, 1989, with
Lawrence C. Gleason, Torque Acquisition Co., L.L.C. and Gleason
Corporation attached as Exhibit (c)(12) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(13) Letter Agreement, dated as of November 29, 1999, by and among the
Non Exempt Trust for the benefit of James S. Gleason under Articles
Third (F) of the Trust Under Agreement dated March 8, 1989, with
Lawrence C. Gleason, Torque Acquisition Co., L.L.C. and Gleason
Corporation attached as Exhibit (c)(13) to the Schedule 14D-1 and
incorporated herein by reference.
(c)(14) Term Sheet for Management Subscription Agreement, dated as of
November 29, 1999 attached as Exhibit (c)(14) to the Schedule 14D-1
and incorporated herein by reference.
(c)(15) Terms of New Management Option Plan, dated as of November 29, 1999
attached as Exhibit (c)(15) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(16) Form of Voting Trust Agreement, by and among Gleason Corporation,
Torque Acquisition Co., L.L.C., certain stockholders of Gleason
Corporation and James S. Gleason, David J. Burns and Edward J.
Pelta, as voting trustees attached as Exhibit (c)(16) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(17) Letter by and among Torque Acquisition Co., L.L.C., Torque Merger
Sub, Inc. and James S. Gleason, dated as of November 29, 1999
attached as Exhibit (c)(17) to the Schedule 14D-1 and incorporated
herein by reference.
(c)(18) Foundation Agreement, dated as of December 8, 1999, by and between
Torque Acquisition Co., L.L.C. and the Gleason Foundation attached
as Exhibit (c)(18) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(19) Form of Severance Agreement attached as Exhibit (c)(19) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(20) Form of Management Agreement, by and between Vestar Capital Partners
and Gleason Corporation attached as Exhibit (c)(20) to the
Schedule 14D-1 and incorporated herein by reference.
(c)(21) Amendment, dated as of December 8, 1999, to the Rights Agreement
dated as of May 4, 1999, between Gleason Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent attached as
Exhibit (c)(21) to the Schedule 14D-1 and incorporated herein by
reference.
(c)(22) Form of Amended and Restated Certificate of Incorporation of Gleason
Corporation attached as Annex B to Exhibit III of the Offer to
Purchase filed herewith as Exhibit (d)(1).
(c)(23) Form of Amended and Restated Bylaws of Gleason Corporation attached
as Annex C to Exhibit III of the Offer to Purchase filed herewith as
Exhibit (d)(1).
(d)(1) Offer to Purchase, dated December 15, 1999, attached in response to
Item 9(a) of the Schedule 13E-4.
(d)(2) Letter of Transmittal, attached in response to Item 9(a) of the
Schedule 13E-4.
(d)(3) Notice of Guaranteed Delivery, attached in response to Item 9(a) of
the Schedule 13E-4 and incorporated in its entirety herein by
reference.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, attached in response to Item 9(a) of the
Schedule 13E-4 and incorporated in its entirety herein by reference.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, attached in response to Item 9(a)
of the Schedule 13E-4 and incorporated in its entirety herein by
reference.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, attached in response to Item 9(a) of the
Schedule 13E-4 and incorporated in its entirety herein by reference.
(d)(7) Summary Advertisement, dated December 15, 1999, attached in response
to Item 9(a) of the Schedule 13E-4 and incorporated in its entirety
herein by reference.
(e) Not applicable.
(g)(1) Class Action Complaint filed by Melissa Marotta on December 9, 1999,
in the action entitled MAROTTA V. NICHOLS, ET AL, C.A. No. 17643NC
(Court of Chancery of New Castle County, Delaware) attached as
Exhibit (g)(1) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(2) Class Action Complaint filed by Caroline Weiss on December 9, 1999,
in the action entitled WEISS V. NICHOLS, ET AL, C.A. No. 17644NC
(Court of Chancery of New Castle County, Delaware) attached as
Exhibit (g)(2) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(3) Class Action Complaint filed by William Steiner on December 9, 1999,
in the action entitled STEINER V. NICHOLS, ET AL, C.A. No. 17648NC
(Court of Chancery of New Castle County, Delaware) attached as
Exhibit (g)(3) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(4) Class Action Complaint filed by Aaron Brody on December 10, 1999, in
the action entitled BRODY V. NICHOLS, ET AL, C.A. No. 17654NC (Court
of Chancery of New Castle County, Delaware) attached as
Exhibit (g)(4) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(5) Class Action Complaint filed by William Harper on December 10, 1999,
in the action entitled HARPER V. NICHOLS, ET AL, C.A. No. 17652NC
(Court of Chancery of New Castle County, Delaware) attached as
Exhibit (g)(5) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(6) Class Action Complaint filed by Alan Freberg on December 10, 1999, in
the action entitled FREBERG V. NICHOLS, ET AL, C.A. No. 17650NC
(Court of Chancery of New Castle County, Delaware) attached as
Exhibit (g)(6) to the Schedule 14D-1 and incorporated herein by
reference.
(g)(7) Class Action Complaint filed by James Lichtenstein on December 13,
1999, in the action entitled LICHTENSTEIN V. NICHOLS, ET AL, C.A.
No. 17658NC (Court of Chancery of New Castle County, Delaware)
attached as Exhibit (g)(7) to the Schedule 14D-1 and incorporated
herein by reference.