UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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SCANIA AB
(Name of Issuer)
Class A Shares of Nominal Value SEK 10 each
(Title of Class of Securities)
Class A Shares - W76082101
(CUSIP Number)
-----------------------
Volkswagen AG
38436 Wolfsburg
Germany
Tel. No.: 49 53 61 90
Attn: Guido Peters
with a copy to:
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, N.Y. 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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April 14, 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 which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. W76082101 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Volkswagen AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
7 SOLE VOTING POWER
NUMBER OF 37,400,000 Class A Shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
37,400,000 Class A Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,400,000 Class A Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 11 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Class A Common Stock, SEK 10 nominal value per share (the "Class A Shares") of
Scania AB, a limited liability company incorporated in the Kingdom of Sweden
(the "Company" or "Scania"). The principal executive offices of the Company are
located at S-15187 Sodertalje, Sweden.
Item 2. Identity and Background.
(a) This Statement on Schedule 13D is being filed by Volkswagen AG, a
corporation organized under the laws of Germany ("Volkswagen").
(b), (c) and (f) The address of the principal business of Volkswagen is
38436 Wolfsburg, Germany. The name, business address, present principal
occupation or employment, and citizenship of each director and executive officer
of Volkswagen is set forth on Schedule A and is incorporated by reference.
Volkswagen is one of the world's largest car manufacturers. Volkswagen or other
companies owned or controlled, directly or indirectly, by Volkswagen, produces
motor vehicles under the brand names Volkswagen, Rolls-Royce, Bentley, Audi,
Lamborghini, Skoda and Seat.
(d) and (e) During the last five years, neither Volkswagen nor, to the
best of its knowledge, any of the persons listed on Schedule A attached hereto,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction where as a result of
such proceeding he
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Page 4 of 11 Pages
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price for the Class A Shares acquired on April 14, 2000
was SEK 13,838 million. Such price was funded through internally generated
funds.
Item 4. Purpose of Transaction.
Volkswagen acquired the Class A Shares and is holding such shares for
investment. Volkswagen may in the future request board representation.
Volkswagen intends to review its holdings with respect to Scania on a continuing
basis. Depending on its evaluation of Scania's business and prospects, and upon
future developments (including market prices for the Class A Shares,
availability and alternative uses of funds, management's business plan,
conditions in the securities markets and general economic and industry
conditions), Volkswagen may acquire additional Class A Shares or other
securities of Scania, sell all or a portion of its Class A Shares or other
securities of Scania, now owned or hereafter acquired, or maintain its position
at current levels. Subject to the foregoing, Volkswagen does not have any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change
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Page 5 of 11 Pages
the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Company; (f) any other material change in the Company's business or corporate
structure; (g) any changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The number of Class A Shares beneficially owned by Volkswagen is
37,400,000, which represents 37.4% of the Class A Shares outstanding.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 37,400,000
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
37,400,000
(iv) Shared power to dispose or to direct the disposition of:
None
(c) See Item 6.
(d) Not applicable.
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Page 6 of 11 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Volkswagen entered into a Share Sale and Purchase Agreement, dated
March 27, 2000 (the "Agreement") with Investor AB, a limited liability company
incorporated in the Kingdom of Sweden ("Investor"), pursuant to which Investor
agreed to sell and Volkswagen agreed to buy 37,400,000 Class A Shares for an
aggregate purchase price of SEK 13,838 million. In addition, Investor has agreed
not to sell any remaining securities that it owns in Scania, except to
Volkswagen, for a period of 24 months from March 27, 2000. A copy of the
Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
1. Share Sale and Purchase Agreement, dated as of March 27, 2000, by
and between Investor and Volkswagen.
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Page 7 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: as of April 18, 2000
VOLKSWAGEN AG
By: /s/ Dr. Kristian Ehinger
------------------------
Name: Dr. Kristian Ehinger
Title: General Counsel
By: /s/ Guido Peters
----------------
Name: Guido Peters
Title: Legal Counsel
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Page 8 of 11 Pages
SCHEDULE A
I. Members of the Volkswagen AG Management Board:
<TABLE>
<CAPTION>
Name and Citizenship Principal occupation or employment Business Address
- -------------------- ---------------------------------- ----------------
<S> <C> <C>
Dr. Ferdinand Piech Member of the Management Board VOLKSWAGEN AG
Austrian of Volkswagen AG 38436 Wolfsburg,
Germany
Bruno Adelt Member of the Management Board VOLKSWAGEN AG
German of Volkswagen AG 38436 Wolfsburg,
Germany
Dr. Robert Buchelhofer Member of the Management Board VOLKSWAGEN AG
Austrian of Volkswagen AG 38436 Wolfsburg,
Germany
Dr. Peter Hartz Member of the Management Board VOLKSWAGEN AG
German of Volkswagen AG 38436 Wolfsburg,
Germany
Dr. Jens Neumann Member of the Management Board VOLKSWAGEN AG
German of Volkswagen AG 38436 Wolfsburg,
Germany
</TABLE>
II. Members of Volkswagen AG Supervisory Board:
<TABLE>
<CAPTION>
Name and Citizenship Principal occupation or employment Business Address
- -------------------- ---------------------------------- ----------------
<S> <C> <C>
Dr. Klaus Liesen Chairman of the Board of RUHRGAS AG
German RUHRGAS AG. RUHRGAS AG is Huttropstraffe 60
in the business of purchase and sale 45138 Essen, Germany
of natural gas.
Klaus Zwickel Chairman of the Metalworkers Industriegewerkschaft
German Union Metall
Lyoner Straffe 32
60519 Frankfurt, Germany
Dr. Rehard Cromme Chairman of the Board of Thyssen Krupp AG
German Management of Thyssen Krupp AG. August-Thyssen-Straffe 1
Thyssen Krupp AG is engaged in the 40211 Dusseldorf, Germany
manufacture of building and steel
materials.
</TABLE>
<PAGE>
Page 9 of 11 Pages
<TABLE>
<CAPTION>
Name and Citizenship Principal occupation or employment Business Address
- -------------------- ---------------------------------- ----------------
<S> <C> <C>
Dr. Peter Fischer Minister of Economics, Technology Niedersachsiche
German and Transport of the State of Lower Staatskanzlei
Saxony Planckstraffe 2
30159 Hannover, Germany
Sigmar Gabriel Minister President of the State of Niedersachsiche Minister
German Lower Saxony fur Wirtschaft
Technologie and Verkehr
Friedrichswall 1
30169 Hannover, Germany
Dr. Hans Michael Gaul Member of the Board of VEBA AG
German Management of VEBA AG. VEBA Bennigsenplatz 1
AG is a large conglomerate that 40474 Dusseldorf, Germany
focuses on energy and speciality
chemical businesses.
Wilhelm Hemer Trade Union Secretary to the Industriegewerkschaft
German Executive Committee of the Metall
Metalworkers Union Lyoner Straffe 32
60519 Frankfurt, Germany
Gerhard Kakalick Chairman of the Works Council of VOLKSWAGEN AG
German VOLKSWAGEN AG Kassel plant 34219 Kassel, Germany
Wolfgang Klever Chairman of the Works Council of VOLKSWAGEN AG
German VOLKSWAGEN AG Braunschweig 38037 Braunschweig,
plant Germany
Dr. Jurgen Krumnow Member of the Advisory Board of Deutsche Bank AG
German Deutsche Bank AG Taumisanlage 12
60325 Frankfurt am Main,
Germany
Gunter Lenz Chairman of the Works Council of Volkswagen Nutzfahrzenge
German Volkswagen AG Hanover plant Brieffach 2595
30405 Hannover, Germany
Xaver Meier Chairman of the General Works AUDI AG
German Council of AUDI AG 85045 Ingolstadt, Germany
Roland Oefker President Deutsche Deutsche
German Schutzvereinigung fur Schutzvereinigung Fur
Wertpapierbesitz e. V. (German Wertpapierbesitz e. V.
Stockholders' Association) Konigsalle 20
40212 Dusseldorf,
Germany
</TABLE>
<PAGE>
Page 10 of 11 Pages
<TABLE>
<CAPTION>
Name and Citizenship Principal occupation or employment Business Address
- -------------------- ---------------------------------- ----------------
<S> <C> <C>
Dr. Heinrich v. Pierer Chairman of the Board of Siemens AG
German Management of Siemens AG. Wittelsbergerplatz 2
Siemens AG is a manufacturer of 80333 Munchen, Germany
electrical industrial machinery and
apparatus.
Dr. Gunter Member of the Board of PREUSSAG AG
Saffmanuschausen PREUSSAG AG. PREUSSAG AG Carl-Wiechert-Allee 4
German is engaged in the production of steel, 30625 Hannover, Germany
non-ferrous metals and energy,
trading of steel and non-ferrous
metals, transport services,
shipbuilding, plant engineering,
information technology, building
engineering and components.
Dr. Albert Schunk Head of the International Department Industriegewerkschaft
German of the Executive Committee of the Metall
Metalworkers Union Lyoner Straffe 32
60528 Frankfurt, Germany
Bernd Sudholt Deputy Chairman of the Group and VOLKSWAGEN AG
German Joint Works Councils of 38436 Wolfsburg,
VOLKSWAGEN AG Germany
Klaus Volkert Chairman of the Group and Joint VOLKSWAGEN AG
German Works Councils of VOLKSWAGEN 38436 Wolfsburg,
AG Germany
Dr. Bernd W. Voss Member of the Board of Dresdner Bank AG
German Management of Dresdner Bank AG Jugen-Ponto-Platz 1
60301 Frankfurt, Germany
Dr. Ekkehardt Wesner Senior Executive of VOLKSWAGEN AG
German VOLKSWAGEN AG 38436 Wolfsburg,
</TABLE>
Page 11 of 11 Pages
EXHIBIT 1
Share sale and purchase agreement between Investor AB and Volkswagen AG
Investor AB ("Investor") holds 54,061,380 A-Shares and 1,508,693 B-Shares in
Scania AB (the "Company"), which is equivalent to 27.79% of the capital and
49.28% of the votes in the Company. Investor hereby sells 37,400,000 A-Shares to
Volkswagen AG ("Volkswagen"), corresponding to 34.00% of the votes and 18.70% of
the capital (the "Sold Shares"). Investor will after this sale hold 16,661,380
A-Shares and 1,508,693 B-Shares in the Company corresponding to 15.28% of the
votes and 9.09% of the capital (the "Remaining Shares"). As shareholders of the
Company, Investor and Volkswagen will follow the rules and recommendations
applicable to the Swedish stock market.
On April 4, 2000, Investor will transfer the Sold Shares to Volkswagen against
payment by Volkswagen of the total purchase price of the Sold Shares, SEK 13,838
million, equivalent to SEK 370 per share. Investor's obligations to transfer the
Sold Shares and Volkswagen's obligation to pay for the Sold Shares upon transfer
are unconditional and irrevocable. The parties shall jointly inform the European
Commission of this agreement. Volkswagen undertakes to promptly take all
measures and actions needed to obtain any necessary approval of the agreement.
Investor will not sell any of the Remaining Shares, except to Volkswagen, for a
period of 24 months from this day, provided that Volkswagen is still a
shareholder of shares representing at least 5% of the votes of the Company.
Swedish law will govern this agreement and any dispute shall be settled by the
Court of Arbitration of the International Chamber of Commerce in Paris. The
language to be applied shall be English.
This agreement shall enter into full force and effect upon approval of both the
Volkswagen Supervisory Board and Board of Directors of Investor. If such
approvals have not been obtained at the latest by April 3, 2000 this agreement
shall be null and void.
Stockholm, March 27, 2000
Investor AB Volkswagen AG
/s/ Marcus Wallenberg /s/ Ferdinand Piech
- --------------------- -------------------
Marcus Wallenberg Ferdinand Piech
/s/ Hans Wibom /s/ Jens Neumann
- -------------- ----------------
Hans Wibom Jens Neumann
