-----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, HgtUR8adwbhxy56Z5wysKWT4Q4MgBrZ4giFJiXqgNnGRDqcT5ByN/e5qkwkTbEwW UVF/brFWKTmd9hW2ti0ohw== 0000948221-00-000043.txt : 20000208 0000948221-00-000043.hdr.sgml : 20000208 ACCESSION NUMBER: 0000948221-00-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000207 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: 525329 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. 2 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) February 7, 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. 2 to the Statement on Schedule 13D amends the Statement on Schedule 13D originally filed on December 23, 1999 and Amendment No. 1 filed on January 24, 2000 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 following paragraph is added as paragraph 5: On February 4, 2000 Acquisition Company and the Company announced in a press release that they amended the Merger Agreement to reduce the minimum number of Shares required to be tendered in their Offer (attached as Exhibit 1). Artisan Partners on February 7, 2000 issued a press release in response, reiterating that it would not tender Shares in the Offer (attached as Exhibit 2). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Press Release by Gleason Corporation and Torque Acquisition Co., L.L.C. on February 4, 2000 Exhibit 2 - Press Release by Artisan Partners on February 7, 2000 Exhibit 3 - Joint Filing Agreement Dated as of February 7, 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: February 7, 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: February 7, 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: February 7, 2000 CARLENE MURPHY ZIEGLER /s/ Carlene Murphy Ziegler --------------------------------------------- EX-99.1 2 CUSIP NO 377339106 EXHIBIT 1 ROCHESTER, N.Y.--(BUSINESS WIRE)--Feb. 4, 2000--Torque Acquisition Co., L.L.C. ("Acquisition Company"), a wholly owned subsidiary of Vestar Capital Partners IV, L.P., and Gleason Corporation (NYSE: GLE-news; the "Company", and together with Acquisition Company, the "Purchasers") announced today that they have amended their Merger Agreement to reduce the minimum number of shares required to be tendered in their $23 per share joint tender offer for all outstanding shares of Gleason Corporation to 4,862,749 shares. The Purchasers have also extended the offer until 12:00 midnight, New York City time, on February 17, 2000. The offer had previously been scheduled to expire at midnight on February 10, 2000. Pursuant to the amended Merger Agreement, Acquisition Company has agreed to purchase the first 4,862,749 shares tendered pursuant to the offer, and the Company has agreed to purchase all shares tendered in excess of 4,862,749 shares. However, if 6,135,061 or more shares are tendered pursuant to the offer, Acquisition Company will purchase the first 2,318,126 shares tendered, and the Company will purchase all shares tendered in excess of 2,318,126 shares. The Purchasers have received a revised bank commitment letter from Bankers Trust Company to provide the debt financing necessary to complete the offer and the merger. According to ChaseMellon Shareholder Services, L.L.C., the depositary for the offer, as of midnight on February 3, 2000, 4,897,987 shares had been validly tendered and not withdrawn pursuant to the offer. The new minimum number of shares, together with the shares owned by the Gleason Foundation and management, will represent two-thirds of the outstanding shares, thereby assuring a favorable vote on the second-step merger. The reduction in the minimum number of shares required to be tendered was made in order to facilitate the completion of the offer in light of Acquisition Company's willingness to forego the benefits of recapitalization accounting treatment, which initially had necessitated a higher minimum condition. The amendment to the Merger Agreement was unanimously approved by the Gleason Board following the unanimous recommendation of the independent Special Committee of the Board. The Board, based on the unanimous recommendation of the Special Committee, continues to recommend that the Company's stockholders accept the offer and tender their shares. Acquisition Company stated that it does not intend to further extend the offer if the reduced minimum condition is not satisfied. The Company and Acquisition Company intend to disseminate to the Company's shareholders a supplement to the Offer to Purchase commencing later today. Stockholders who have previously tendered their shares need not take any further action in order to accept the offer. Questions and requests for assistance with respect to the offer may be directed to Georgeson Shareholder Communications Inc., the Information Agent for the offer, at (212) 440-9800 (banks and brokers call collect) or (800) 223-2064 (all other callers). CUSIP NO 377339106 The Company's principal business activity is the development, manufacture and sale of gear production machinery and related equipment. The gears produced by the Company's machines are used in drive trains of automobiles, sport utility vehicles, trucks, buses, aircraft and marine, agricultural and construction machinery. The Company has manufacturing operations in Rochester, New York; Rockford, Illinois; Plymouth, England; Munich and Ludwigsburg, Germany; Bangalore, India; and Biel, Switzerland, and has sales and service offices throughout the United States and Europe and in the Asia-Pacific region. More information about Gleason Corporation is available on the World Wide Web at http://www.gleasoncom. - ---------------------- Contact: - ---------------------- Vestar Capital Partners, New York Sander M. Levy, (212) 351-1610 or Gleason Corporation, Rochester John J. Perrotti, (716) 461-8105 EX-99.2 3 CUSIP NO 377339106 EXHIBIT 2 FOR IMMEDIATE RELEASE CONTACT: Karen Guy Artisan Partners Limited Partnership (414) 390-6100 ARTISAN PARTNERS OBJECTS TO GLEASON'S AMENDED TENDER OFFER MILWAUKEE, WISCONSIN. FEBRUARY 7, 2000. Artisan Partners Limited Partnership reiterated today that it would not tender the shares they beneficially own pursuant to the recently revised offer by a management-led investment group to purchase the outstanding shares of Gleason Corp. (NYSE:GLE) common stock. Artisan Partners is Gleason's largest institutional shareholder, beneficially owning 1,165,200 common shares or approximately 12.15% of Gleason on behalf of its institutional clients and the Artisan Small Cap Value Fund. The second extension of the tender offer, set to expire on February 17, 2000, is still priced at $23.00 per share. "Not only do we continue to believe that the offer price is inadequate, but the results of the tender offer that expired on January 27 indicate that many other Gleason shareholders hold the same belief," said Scott Satterwhite, portfolio manager of the Artisan Small Cap Value Fund. The tender offer, originally scheduled to expire on January 27, only attracted about 64.4% of the public shares available to be tendered, well below the minimum needed to complete the tender pursuant to the merger agreement. Gleason announced Friday in a press release that it amended its merger agreement to reduce the minimum number of shares required to close the deal to 4,862,749 shares. According to the press release, as of February 3, 2000, 4,897,987 shares had been validly tendered and not withdrawn pursuant to the offer. This means that it would apparently only take the withdrawal of 35,239 or more of shares previously tendered (assuming no additional shares are validly tendered) to cause the offer to fail as the management led buy-out group stated in its press release that it does not "intend to further extend the offer if the reduced minimum condition is not satisfied." "We cannot imagine what is motivating the board of directors to ignore the large portion of the company's shareholders who have failed to tender," said Mr. Satterwhite. "We have expressed to the board our belief that to ensure a full and fair price for the company, an open auction process must be undertaken. They have apparently chosen to ignore us and many other shareholders to continue exclusive negotiation with a buyout group composed in part of company insiders. We believe the board is abrogating its fiduciary responsibilities to its shareholders through these actions. We will not tender our shares at $23." EX-99.3 4 CUSIP NO 377339106 EXHIBIT 3 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of Amendment No. 2 to the Schedule 13D to which this Agreement is attached. Dated: February 7, 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-----