SEC Info - Gleason Corp/DE, et al. - ‘SC 13E3/A’ on 1/21/00 re: Gleason Corp/DE

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Gleason Corp/DE, et al. – ‘SC 13E3/A’ on 1/21/00 re: Gleason Corp/DE

On: Friday, 1/21/00 · Accession #: 912057-0-1964 · File #: 5-35973

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/21/00  Gleason Corp/DE                   SC 13E3/A              2:679K Gleason Corp/DE                   Merrill Corp/FA
          David J. Burns
          Edward J. Pelta
          Gary J. Kimmet
          Gleason Corp/DE
          James S. Gleason
          John J. Perrotti
          John J. Perrotti as Custodian for Christine Perrotti
          John J. Perrotti as Custodian for Jason Perrotti
          John W. Pysnack
          Torque Acquisition

Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment to Tender-Offer Statement --                12     55K 
                          Going-Private Transaction                              
 2: EX-99.(D)(11)  Exhibit 99.(D)(11) Prel Proxy Statement Pre14A    184    895K

SC 13E3/A — Amendment to Tender-Offer Statement — Going-Private Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Contracts, Arrangements or Understandings With Respect to the Issuer's Securities Cross Reference Sheet Fairness of the Transaction Financial Information Identity and Background Interest in Securities of the Issuer Issuer and Class of Security Subject to Transaction Material to Be Filed as Exhibits Other Provisions of the Transaction Past Contacts, Transactions or Negotiations Persons and Assets Employed, Retained or Utilized Plans or Proposals of the Issuer or Affiliate Present Intention and Recommendation of Certain Persons With Regard to the Transaction Purpose(S), Alternatives, Reasons and Effects Reports, Opinions, Appraisals and Certain Negotiations Source and Amount of Funds or Other Consideration Terms of the Transaction
1	1st Page - Filing Submission
3	Cross Reference Sheet
7	Item 1. Issuer and Class of Security Subject to Transaction
"	Item 2. Identity and Background
"	Item 3. Past Contacts, Transactions or Negotiations
"	Item 4. Terms of the Transaction
"	Item 5. Plans or Proposals of the Issuer or Affiliate
8	Item 6. Source and Amount of Funds or Other Consideration
"	Item 7. Purpose(S), Alternatives, Reasons and Effects
"	Item 8. Fairness of the Transaction
"	Item 9. Reports, Opinions, Appraisals and Certain Negotiations
9	Item 10. Interest in Securities of the Issuer
"	Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's Securities
"	Item 12. Present Intention and Recommendation of Certain Persons With Regard to the Transaction
"	Item 13. Other Provisions of the Transaction
"	Item 14. Financial Information
"	Item 15. Persons and Assets Employed, Retained or Utilized
10	Item 16. Additional Information
"	Item 17. Material to Be Filed as Exhibits

SC 13E3/A 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 5
TO
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.

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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 PERROTTI JOHN J. PERROTTI AS CUSTODIAN FOR CHRISTINE J. PERROTTI
UNDER THE NEW YORK UNIFORM GIFT TO MINORS ACT UNDER THE NEW YORK 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)
------------------------------

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)
------------------------------

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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. /X/ 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. / / 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. /X/

CALCULATION OF FILING FEE:

[Download Table]

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 assumed 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, agreed
not to tender their Shares (which in the aggregate total 1,931,305 Shares,
including Shares underlying options) pursuant to the Offer, which led to a
calculation of a maximum of 8,413,472 Shares available to be tendered
pursuant to the Offer, 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.

[Enlarge/Download Table]

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 Amendment No. 5 to the 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. This transaction statement relates to the Agreement and Plan of Merger,
dated as of December 8, 1999 (the "Merger Agreement"), among the Company,
Acquisition Company, and Torque Merger Sub, Inc., a wholly owned subsidiary of
Acquisition Company ("Merger Subsidiary"), pursuant to which Merger Subsidiary
will be merged with and into the Company, with the Company as the surviving
corporation.

Under the terms and subject to the conditions of the Merger Agreement, each
outstanding share 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"), other
than (i) Shares held by the Company or its subsidiaries, (ii) Shares held by
Acquisition Company or Merger Subsidiary or their affiliates, (iii) certain
Shares held by the Gleason Foundation, (iv) certain Shares held by James S.
Gleason, Chairman and Chief Executive Officer of the Company, (v) Shares held by
the Continuing Stockholders (as defined in the Proxy Statement) who entered into
the Stockholders' Agreement (as defined in the Proxy Statement), and
(vi) Shares held by dissenting stockholders who properly exercise and perfect
their dissenters' rights under Delaware law, will be converted into the right to
receive $23.00 in cash, without interest thereon.

Concurrently with the filing of this transaction statement, the Company is
filing with the Securities and Exchange Commission a preliminary proxy statement
on Schedule 14A (the "Proxy Statement") relating to a special meeting of
stockholders of the Company (the "Special Meeting") at which the stockholders of
the Company will consider and vote upon, among other things, a proposal to
approve and adopt the Merger Agreement. A copy of the Proxy Statement is
attached hereto as Exhibit (d)(11), and a copy of the Merger Agreement is
attached as Annex A to the Proxy Statement.

The Cross Reference Sheet herein is supplied pursuant to General Instruction
F to Schedule 13E-3 and shows the location in the Proxy Statement that responds
to each item of this statement. The information in the Proxy Statement,
including all exhibits thereto, is hereby expressly incorporated by reference to
this transaction statement, and the responses to each item are qualified in
their entirety by the provisions of the Proxy Statement. The Proxy Statement is
in preliminary form and is subject to completion or amendment. Capitalized terms
used but not defined in this statement shall have the meanings given to them in
the Proxy Statement.

SC 13E3/A 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)

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ITEM NUMBER AND CAPTION LOCATION IN SCHEDULE 14A PROXY STATEMENT
----------------------- -------------------------------------------

1 ISSUER AND CLASS OF SECURITY SUBJECT TO THE
TRANSACTION.

(a)........................................ Cover Page

(b)........................................ "SUMMARY" and "THE SPECIAL MEETING--Record
Date; Voting Rights."

(c)-(d).................................... "MARKET PRICE DATA AND DIVIDENDS."

(e)........................................ Not applicable.

(f)........................................ *

2 IDENTITY AND BACKGROUND.

(a)-(g).................................... "INFORMATION CONCERNING THE COMPANY" and
"INFORMATION CONCERNING VESTAR, ACQUISITION
COMPANY, MERGER SUBSIDIARY AND CERTAIN
AFFILIATES."

3 PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS.

(a)-(b).................................... "SUMMARY," "SPECIAL FACTORS--Background of
the Merger," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL
FACTORS--Plans for the Company after the
Merger," "SPECIAL FACTORS--Interests of
Certain Persons in the Transactions" and
"THE MERGER AGREEMENT--Conditions to the
Merger."

4 TERMS OF THE TRANSACTION.

(a)........................................ "SUMMARY," "SPECIAL FACTORS--General" and
"SPECIAL FACTORS--Purpose and Structure of
the Transactions."

(b)........................................ "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions."

5 PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.

(a)-(e).................................... "SUMMARY," "SPECIAL FACTORS--Background of
the Merger," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL
FACTORS--Plans for the Company after the
Merger" and "SPECIAL FACTORS--Certain
Effects of the Transactions."

(f)-(g).................................... "SPECIAL FACTORS--Certain Effects of the
Transactions."

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ITEM NUMBER AND CAPTION LOCATION IN SCHEDULE 14A PROXY STATEMENT
----------------------- -------------------------------------------

6 SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.

(a)........................................ "SPECIAL FACTORS--Financing of the Merger."

(b)........................................ "SPECIAL FACTORS--Fees and Expenses."

(c)........................................ "SPECIAL FACTORS--Financing of the Merger."

(d)........................................ Not applicable.

7 PURPOSE(S), ALTERNATIVES, REASONS AND
EFFECTS.

(a),(c).................................... "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Purpose and
Structure of the Transactions" and "SPECIAL
FACTORS--Plans for the Company After the
Merger."

(b)........................................ Not applicable.

(d)........................................ "SPECIAL FACTORS--Plans for the Company
after the Merger," "SPECIAL FACTORS--
Certain Tax Consequences" and "SPECIAL
FACTORS--Certain Effects of the
Transactions."

8 FAIRNESS OF THE TRANSACTION.

(a), (b), (e).............................. "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Recommendation
of the Special Committee and the Board;
Fairness of the Transactions" and "SPECIAL
FACTORS--Opinion of Special Committee's
Financial Advisor."

(c)........................................ "THE SPECIAL MEETING--Required Vote."

(d)........................................ Not applicable.

(f)........................................ Not applicable.

9 REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS.

(a)-(b).................................... "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Recommendation
of the Special Committee and the Board;
Fairness of the Transactions" and "SPECIAL
FACTORS--Opinion of Special Committee's
Financial Advisor."

(c)........................................ Annex C.

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ITEM NUMBER AND CAPTION LOCATION IN SCHEDULE 14A PROXY STATEMENT
----------------------- -------------------------------------------

10 INTEREST IN SECURITIES OF THE ISSUER.

(a)........................................ "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions" and "STOCK
OWNERSHIP."

(b)........................................ *

11 CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS "SPECIAL FACTORS--Background of the
WITH RESPECT TO THE ISSUER'S SECURITIES. Merger," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL
FACTORS--Plans for the Company after the
Merger," "SPECIAL FACTORS--Interests of
Certain Persons in the Transactions,"
"SPECIAL FACTORS--Financing of the Merger,"
"SPECIAL FACTORS--Fees and Expenses," and
"THE MERGER AGREEMENT."

12 PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.

13 OTHER PROVISIONS OF THE TRANSACTION.

(a)........................................ "SPECIAL FACTORS--Rights of Dissenting
Stockholders" and Annex B.

14 FINANCIAL INFORMATION.

(a)........................................ "SELECTED CONSOLIDATED FINANCIAL DATA OF
THE COMPANY" and the Financial Statements
attached to the Proxy Statement.

(b)........................................ Not applicable.

15 PERSONS AND ASSETS EMPLOYED, RETAINED OR
UTILIZED.

(a)........................................ Not applicable.

(b)........................................ "SPECIAL FACTORS--Recommendation of the
Special Committee and the Board; Fairness
of the Transactions," "SPECIAL FACTORS--
Opinion of Special Committee's Financial
Advisor," "SPECIAL FACTORS--Financing of
the Merger" and "SPECIAL FACTORS--Fees and
Expenses."

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ITEM NUMBER AND CAPTION LOCATION IN SCHEDULE 14A PROXY STATEMENT
----------------------- -------------------------------------------

16 ADDITIONAL INFORMATION..................... Reference is hereby made to the Preliminary
Proxy Statement, a copy of which is
incorporated by reference as Exhibit (d)(8)
herein, which is incorporated in its
entirety by reference herein.

17 MATERIAL TO BE FILED AS EXHIBITS.

(d)(8)..................................... Reference is hereby made to the Preliminary
Proxy Statement, a copy of which is
incorporated by reference as Exhibit (d)(8)
herein, which is incorporated in its
entirety by reference herein.

(e)........................................ Annex B to the Preliminary Proxy Statement
is incorporated herein by reference.

------------------------

* Omitted because the Item is not required by Schedule 14A.

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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO TRANSACTION.

(a) Reference is made to the information set forth on the Cover Page of
the Proxy Statement, which information is incorporated herein by
reference.

(b) The information set forth in "SUMMARY" and "THE SPECIAL
MEETING--Record Date; Voting Rights" of the Proxy Statement are
incorporated herein by reference.

(c)-(d) The information set forth in "MARKET PRICE DATA AND DIVIDENDS" of
the Proxy Statement is incorporated herein by reference.

(e) Not applicable.

(f) Omitted because the Item is not required by Schedule 14A.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c) 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 "INFORMATION CONCERNING THE COMPANY" and "INFORMATION CONCERNING
VESTAR, ACQUISITION COMPANY, MERGER SUBSIDIARY AND CERTAIN
AFFILIATES" 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 their affiliates, 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)-(b) The information set forth in "SUMMARY," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL FACTORS--Plans for the
Company after the Merger," "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions" and "THE MERGER AGREEMENT--Conditions
to the Merger" is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in "SUMMARY," "SPECIAL FACTORS--General"
and "SPECIAL FACTORS--Purpose and Structure of the Transactions" of
the Proxy Statement is incorporated herein by reference.

(b) The information set forth in "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions" of the Proxy Statement is incorporated
herein by reference.

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a)-(e) The information set forth in "SUMMARY," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Purpose and
Structure of the Transactions," "SPECIAL

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FACTORS--Plans for the Company after the Merger" and "SPECIAL
FACTORS--Certain Effects of the Transactions" of the Proxy
Statement is incorporated herein by reference.

(f)-(g) The information set forth in "SPECIAL FACTORS--Certain Effects of
the Transactions" of the Proxy Statement 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
Merger" of the Proxy Statement is incorporated herein by reference.

(b) The information set forth in "SPECIAL FACTORS--Fees and Expenses" of
the Proxy Statement is incorporated herein by reference.

(d) Not applicable.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a),(c) The information set forth in "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Purpose and Structure of the
Transactions" and "SPECIAL FACTORS--Plans for the Company after the
Merger" of the Proxy Statement is incorporated herein by reference.

(b) Not applicable.

(d) The information set forth in "SPECIAL FACTORS--Plans for the Company
after the Merger," "SPECIAL FACTORS--Certain Tax Consequences" and
"SPECIAL FACTORS--Certain Effects of the Transactions" of the Proxy
Statement is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a),(b),(e) The information set forth in "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Recommendation of the Special Committee
and the Board; Fairness of the Transactions" and "SPECIAL
FACTORS--Opinion of Special Committee's Financial Advisor" of the
Proxy Statement is incorporated herein by reference.

(c) The information set forth in "THE SPECIAL MEETING--Required Vote" of
the Proxy Statement is incorporated herein by reference.

(d) Not applicable.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a)-(b) The information set forth in "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Recommendation of the Special Committee
and the Board; Fairness of the Transactions" and "SPECIAL
FACTORS--Opinion of Special Committee's Financial Advisor" of the
Proxy Statement is incorporated herein by reference.

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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

(a) The information set forth in "SPECIAL FACTORS--Interests of Certain
Persons in the Transactions" and "STOCK OWNERSHIP" of the Proxy
Statement is incorporated herein by reference.

(b) Omitted because Item not required by Proxy Statement.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.

The information set forth in "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Purpose and Structure of the
Transactions," "SPECIAL FACTORS--Plans for the Company after the
Merger," "SPECIAL FACTORS--Interests of Certain Persons in the
Transactions," "SPECIAL FACTORS--Financing of the Merger," "SPECIAL
FACTORS--Fees and Expenses" and "THE MERGER AGREEMENT" of the Proxy
Statement 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 "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Recommendation of the Special Committee
and the Board; Fairness of the Transactions" and "SPECIAL
FACTORS--Interests of Certain Persons in the Transactions" of the
Proxy Statement is incorporated herein by reference.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth in "SPECIAL FACTORS--Rights of Dissenting
Stockholders" and Annex B of the Proxy Statement is incorporated
herein by reference.

(b),(c) 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.

ITEM 14. FINANCIAL INFORMATION.

(a) The financial information set forth in "SELECTED CONSOLIDATED
FINANCIAL DATA OF THE COMPANY" and the Financial Statements attached
to the Proxy Statement 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 the Board; Fairness of the Transactions,"
"SPECIAL FACTORS--Opinion of Special Committee's Financial Advisor,"
"SPECIAL FACTORS--Financing of the Merger" and "SPECIAL
FACTORS--Fees and Expenses" of the Proxy Statement is incorporated
herein by reference.

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ITEM 16. ADDITIONAL INFORMATION.

Reference is hereby made to the Preliminary Proxy Statement, a copy
of which is incorporated by reference as Exhibit (d)(8) herein, which
is incorporated in its entirety by reference herein.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

(d)(8) Reference is hereby made to the Preliminary Proxy Statement, a copy
of which is incorporated by reference as Exhibit (d)(8) herein,
which is incorporated in its entirety by reference herein.

(e) Annex B to the Preliminary Proxy Statement is incorporated herein
by reference.

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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: January 21, 2000 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/ 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

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EXHIBIT INDEX

[Download Table]

EXHIBIT NO. DESCRIPTION
----------- -----------

(d)(8) Reference is hereby made to the Preliminary Proxy Statement,
a copy of which is incorporated by reference as
Exhibit (d)(8) herein, which is incorporated in its entirety
by reference herein.

(e) Annex B to the Preliminary Proxy Statement is incorporated
herein by reference.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13E3/A’ Filing	Date	First	Last	Other Filings

Filed on:	1/21/00	11		PREM14A, SC 13E3/A, SC 13E4/A, SC 14D1/A
	12/15/99	1		SC 13E3, SC 13E4, SC 14D1, SC 14D9
	12/8/99	2		8-K
	11/30/99	1
				List all Filings

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Filing Submission 0000912057-00-001964 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Gleason Corp/DE, et al. – ‘SC 13E3/A’ on 1/21/00 re: Gleason Corp/DE

On: Friday, 1/21/00 · Accession #: 912057-0-1964 · File #: 5-35973

Previous ‘SC 13E3’: ‘SC 13E3’ on 12/15/99 · Latest ‘SC 13E3’: This Filing

Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3Filing Table of Contents

SC 13E3/A — Amendment to Tender-Offer Statement — Going-Private TransactionDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents

SC 13E3/A — Amendment to Tender-Offer Statement — Going-Private Transaction
Document Table of Contents