-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CUcbPABLIVIss3sY8fT787OhW6Ivi1kP0NY9v5r5+L2dRz4j81jVELL6sXJT+OBd KkoK0T1njN9hoKeFzp7PLQ== 0000948221-00-000034.txt : 20000203 0000948221-00-000034.hdr.sgml : 20000203 ACCESSION NUMBER: 0000948221-00-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLEASON CORP /DE/ CENTRAL INDEX KEY: 0000743239 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 161224655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35973 FILM NUMBER: 511617 BUSINESS ADDRESS: STREET 1: 1000 UNIVERSITY AVE STREET 2: PO BOX 22970 CITY: ROCHESTER STATE: NY ZIP: 14692-2970 BUSINESS PHONE: 7184731000 MAIL ADDRESS: STREET 1: P O BOX 22970 STREET 2: 1000 UNIVERSITY AVE P O BOX 22970 CITY: ROCHESTER STATE: NY ZIP: 14692-2970 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARTISAN PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0001010643 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 NORTH WATER STREET STREET 2: SUITE 1770 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4143906118 SC 13D/A 1 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 ------------------------- (Name of Issuer) Common Stock, par value $1.00 per share -------------------------------------------------- (Title of Class of Securities) 377339106 -------------- (CUSIP) Andrew A. Ziegler 1000 North Water Street, #1770 Milwaukee, WI 53202 414-390-6100 ------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 21, 2000 ---------------- (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. 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. 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 ------------------------------------- Lawrence A. Totsky Chief Financial Officer 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 ---------------------------------------- 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 ---------------------------------------- EX-99 2 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 ---------------------------------------- Lawrence A. Totsky Chief Financial Officer ANDREW A. ZIEGLER /s/ Andrew A. Ziegler ---------------------------------------- CARLENE MURPHY ZIEGLER /s/ Carlene Murphy Ziegler ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----