<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
AERO SYSTEMS ENGINEERING, INC.
(Name of Subject Issuer)
COMMON STOCK, PAR VALUE $0.20
(Title of Class of Securities)
007692 10 6
(CUSIP Number)
Per Erlandsson
Senior Vice President and General Counsel
SAAB AB
SE-581 88 Linkoping
Sweden
011-46-13-18-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 17, 2000
(Date of Event which Requires Filing Statement on Schedule 13D)
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 9)
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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Saab AB (publ)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 3,522,073
OWNED BY ----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ----------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 3,522,073
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,522,073
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
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14. TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Celsius AB
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 3,522,073
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 3,522,073
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,522,073
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Celsius Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 3,522,073
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 3,522,073
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,522,073
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
EXPLANATORY NOTE
On November 16, 1999, Saab AB ("Saab"), a Swedish corporation,
announced a cash tender offer (the "Tender Offer") for the outstanding shares of
capital stock of Celsius AB, a Swedish corporation ("Celsius"). The Tender Offer
did not apply to Celsius shareholders located in the United States, Canada,
Japan or Australia. The acceptance period for the Tender Offer began on December
6, 1999 and remained open until February 23, 2000. On February 17, 2000, the
Swedish Government accepted Saab's offer and tendered its Celsius shares to
Saab. Effective on such date, Saab held more than fifty percent of the shares
and voting rights in Celsius. On February 25, 2000, Saab announced that it had
acquired 99% of the shares of Celsius and had completed the Tender Offer.
Celsius Inc. ("Celsius US") is a wholly-owned subsidiary of Celsius AB.
Celsius US is the record holder of 3,522,073 shares of common stock, $.20 par
value, of Aero Systems Engineering, Inc., a Minnesota corporation, whose shares
are publicly traded in the United States on the Nasdaq SmallCap Market.
ITEM 1. SECURITY AND ISSUER.
The name of the subject company is Aero Systems Engineering, Inc., a Minnesota
corporation (the "Company"), which has its principal executive offices at 358
East Fillmore Avenue, St. Paul, MN 55107. This statement relates to the
Company's common stock, $0.20 par value per share (the "Common Stock").
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Schedule 13D is being filed by: (i) Saab AB, a Swedish
corporation, with its principal business address at SE-581 88 Linkoping, Sweden,
(ii) Celsius AB, a Swedish corporation with its principal business address at
c/o Saab AB, SE-581 88 Linkoping Sweden, and (iii) Celsius Inc., a Delaware
corporation with its principal place of business at 1800 Diagonal Road, Suite
230, Alexandria, VA 22314. Saab AB and its subsidiaries as a group are a leading
diversified high-technology company in the defense and commercial markets. The
Saab group has businesses focused on areas such as aerospace, dynamics,
infomatics, space and technical support services.
The names, business addresses, present principal occupations or employment,
material occupations, positions, offices or employments during the last five
years and citizenship of the directors and executive officers of Saab AB,
Celsius AB and Celsius Inc. are as follows:
Saab AB
-------
Name Offices and Positions Held
---- --------------------------
ANDERS SCHARP Chairman
MARCUS WALLENBERG Deputy Chairman
BENGT HALSE President CEO and Director
ERIK BELFRAGE Director
BJORN SVEDBERG Director
GEORGE ROSE Director
ANTHONY RICE Director
PETER NYGARDS Director
MICHAEL ROUSE Director
LARS OLSSON Director (Employee Representative)
RAGNAR LUDVIGSSON Director (Employee Representative)
<PAGE>
GUNNAR HOLM Director (Employee Representative)
GORAN SJOBLOM Executive Vice President and CFO
ANDERS SCHARP, has been the Chairman of Saab AB since 1990 and is also Chairman
of Atlas Copco AB and AB SKF. He is also Chairman of the Swedish Employer
Confederation and is a member of the Board of Directors of Investor AB and the
Federation of Swedish Industries.
MARCUS WALLENBERG, has been the Deputy Chairman of Saab AB since 1993 and a
member of the Board of Directors since 1992. Mr. Wallenberg is also Deputy
Chairman of Telefonaktiebolaget L M Ericsson and a member of the Board of
Directors of Astra Zeneca, Investor AB, Scania AB, Stora Enso Oyj, SAS
Representantskap and the Knut and Alice Wallenberg Foundation.
BENGT HALSE, has been the President, Chief Executive Officer and a Director of
Saab AB since 1995. He is also a member of the Board of Directors of Chalmers
University of Technology.
ERIK BELFRAGE, has been a member of the Board of Directors since 1991. Mr.
Belfrage is Chairman of the Institute of Corporate Management (IFL), the Swedish
Institute of International Affairs (UI) and the Centre for European Policy
Studies (CEPS). He is also a member of the Board of Directors of SAS, SAS
Sverige AB and the International Council of Swedish Industry (NIR).
BJORN SVEDBERG, has been a member of the Board of Directors of Saab AB since
1998. He is also Chairman of Nefab AB and a member of the Board of Directors of
Gambro and Investor AB.
GEORGE ROSE, has been a member of the Board of Directors of Saab AB since 1998.
He is currently the Finance Director of BAE SYSTEMS.
ANTHONY RICE, has been a member of the Board of Directors of Saab AB since 1998.
He is currently the Director of Supply Chain Management of BAE SYSTEMS.
PETER NYGARDS, has been a member of the Board of Directors of Saab AB since
2000. He is currently President of the Swedish Nuclear Fuel and Waste Management
Company and a member of the Board of Directors of IVL AB and Unicom Care
International AB.
MICHAEL ROUSE, has been a member of the Board of Directors of Saab AB since
2000. He is currently Director of International Partnerships of BAE SYSTEMS.
LARS OLSSON, has been a member of the Board of Directors of Saab AB since 1995.
He is also the Chairman of the Industrial Salaried Employees Association of Saab
AB.
RAGNAR LUDVIGSSON, has been a member of the Board of Directors of Saab AB since
1995. He is also the Chairman of the Engineering Workers Union of Saab AB.
GUNNAR HOLM, has been a member of the Board of Directors of Saab AB since 2000.
He is also Deputy Chairman of the Graduate Staff Association of Saab Dynamics,
Linkoping.
GORAN SJOBLOM, is Executive Vice President and Chief Financial Officer of Saab
AB.
All of the listed officers and directors are citizens of Sweden, except for
Messrs. Rose, Rice and Rouse, who are citizens of the United Kingdom.
<PAGE>
Celsius AB
----------
Name Offices and Positions Held
---- --------------------------
NILS-OVE ANDERSSON President and Director
PER ERLANDSSON Chairman
JOHN ERSHAMMAR Director
GORAN GRANATH Director
PER-OVE MORBERG Director
LARS WAHLUND Director
NILS-OVE ANDERSSON, is Financial Controller of the Infomatics business area of
the Saab Group.
PER ERLANDSSON, is Senior Vice President and General Counsel of Saab AB.
JOHN ERSHAMMAR, is Legal Counsel of Saab AB.
GORAN GRANATH, is Director of Taxes of Saab AB.
PER-OVE MORBERG, is Group Senior Officer of Saab AB.
LARS WAHLUND, is Senior Vice President and Head of Financial Control of Saab AB.
All of the listed directors are citizens of Sweden.
Celsius Inc.
------------
Name Offices and Positions Held
---- --------------------------
PER-OVE MORBERG Director
CHRISTER PERSSON President and Chief Executive Officer
PER-OVE MORBERG, is Group Senior Officer of Saab AB.
CHRISTER PERSSON, is President and Chief Executive Officer of Celsius, Inc., and
indirect wholly-owned subsidiary of Saab AB.
All of the listed directors and officers are citizens of Sweden.
(e) and (f) Neither Saab, Celsius AB, Celsius Inc., nor, to the best of their
knowledge, any of the persons listed above, was 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
future violations of, or prohibiting activities subject to, Federal or State
securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<PAGE>
Saab acquired its interest in the Common Stock of the Company indirectly as a
result of its Tender Offer for Celsius. The Tender Offer was structured as a
cash tender offer that was funded from the internal capital resources of the
Saab Group.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of the Company Common Stock was part of Saab's overall
acquisition of the worldwide business of Celsius.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Saab AB, Celsius AB, and Celsius, Inc. are each the beneficial holders
of 3,522,073 shares of Company Common Stock (the "Shares"),
representing 80.0% of the outstanding shares of Company Common Stock.
Celsius Inc. is the record holder of the Shares, and Celsius AB, as
parent of Celsius, Inc., and Saab AB, as parent of Celsius AB, are
deemed to be beneficial holders of such shares pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended.
(b) Saab AB, Celsius AB and Celsius, Inc. each are deemed to have shared
voting and dispository power over the Shares.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of each of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: December 5, 2000
SAAB AB (publ)
By: /s/ Goran Sjoblom
--------------------------------------------
Name: Goran Sjoblom
Title: Executive Vice President and Chief
Financial Officer
By: /s/ Per Erlandsson
--------------------------------------------
Name: Per Erlandsson
Title: Senior Vice President and General
Counsel
CELSIUS AB
By: /s/ Per Erlandsson
--------------------------------------------
Name: Per Erlandsson
Title: Chairman
CELSIUS INC.
By: /s/ Christer Persson
--------------------------------------------
Name: Christer Persson
Title: President and Chief Executive Officer
