SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
SAUER INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
804 137 107
(CUSIP Number)
May 11, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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 1 of 30 Pages
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 2 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Klaus H. Murmann
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Klaus H. Murmann With:
5. Sole Voting Power: 128,225
6. Shared Voting Power: 15,262,500. Klaus H. Murmann disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 128,225
8. Shared Dispositive Power: 15,262,500. Klaus H. Murmann disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Klaus H. Murmann:
15,390,725. Klaus H. Murmann disclaims beneficial ownership of
15,262,500 of these shares, 4,900,000 of which are owned by Klaus
Murmann & Co. KG, a German limited partnership ("Murmann KG"),
in which Klaus H. Murmann is a general partner, and 10,362,500 of
which are owned by Sauer GmbH, a German limited liability company,
a wholly owned subsidiary of K. Murmann Verwaltungsgesellschaft mit
beschrankter Haftung, a German limited liability company ("Murmann
VmbH"), which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 56.2%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 3 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Klaus Murmann & Co. KG ("Murmann KG")
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Murmann KG With:
5. Sole Voting Power: 4,900,000
6. Shared Voting Power: 10,362,500. Murmann KG disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 4,900,000
8. Shared Dispositive Power: 10,362,500. Murmann KG disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Murmann KG:
15,262,500. Murmann KG disclaims beneficial ownership of
10,362,500 of these shares, which are owned by Sauer GmbH, a
wholly owned subsidiary of Murmann VmbH, which is wholly owned
by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: PN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 4 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Sauer GmbH
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ x ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Sauer GmbH With:
5. Sole Voting Power: 10,362,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 10,362,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Sauer GmbH:
10,362,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 37.8%
12. Type of Reporting Person: CO
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 5 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung
("Murmann VmbH")
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ x ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Murmann VmbH With:
5. Sole Voting Power: 0
6. Shared Voting Power: 10,362,500. Murmann VmbH disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 10,362,500. Murmann VmbH disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Murmann VmbH:
10,362,050. Murmann VmbH disclaims beneficial ownership of these
shares, all of which are owned by Sauer GmbH, a wholly owned
subsidiary of Murmann VmbH.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 37.8%
12. Type of Reporting Person: CO
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 6 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Hannelore Murmann
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Hannelore Murmann With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Hannelore Murmann disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Hannelore Murmann disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Hannelore Murmann:
15,262,500. Hannelore Murmann disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Hannelore Murmann is a general partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[X] The amount in row (9) excludes 128,225 shares owned by Klaus
H. Murmann, Hannelore Murmann's husband, over which Hannelore
Murmann has no voting or dispositive power.
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 7 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Sven Murmann
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Sven Murmann With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Sven Murmann disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Sven Murmann disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Sven Murmann:
15,262,500. Sven Murmann disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Sven Murmann is a limited partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 8 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Nicola Keim
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Nicola Keim With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Nicola Keim disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Nicola Keim disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Nicola Keim:
15,262,500. Nicola Keim disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Nicola Keim is a limited partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 9 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Ulrike Murmann-Knuthe
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Ulrike Murmann-Knuthe With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Ulrike Murmann-Knuthe disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Ulrike Murmann-Knuthe
disclaims beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Ulrike Murmann-Knuthe:
15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership
of these shares, 4,900,000 of which are owned by Murmann KG, in
which Ulrike Murmann-Knuthe is a limited partner, and 10,362,500 of
which are owned by Sauer GmbH, a wholly owned subsidiary of
Murmann VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 10 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Jan Murmann
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Jan Murmann With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Jan Murmann disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Jan Murmann disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Jan Murmann:
15,262,500. Jan Murmann disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Jan Murmann is a limited partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 11 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Anja Murmann
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Anja Murmann With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Anja Murmann disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Anja Murmann disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Anja Murmann:
15,262,500. Anja Murmann disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Anja Murmann is a limited partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 12 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Christa Zollner
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Christa Zollner With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Christa Zollner disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Christa Zollner disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Christa Zollner:
15,262,500. Christa Zollner disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Christa Zollner is a limited partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 13 of 30 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person:
Britta Zollner
2. Check the Appropriate Box if a Member of a Group
(a) [ x ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares Beneficially Owned by Britta Zollner With:
5. Sole Voting Power: 0
6. Shared Voting Power: 15,262,500. Britta Zollner disclaims
beneficial ownership of these shares.
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 15,262,500. Britta Zollner disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by Britta Zollner:
15,262,500. Britta Zollner disclaims beneficial ownership of
these shares, 4,900,000 of which are owned by Murmann KG, in which
Britta Zollner is a limited partner, and 10,362,500 of which are
owned by Sauer GmbH, a wholly owned subsidiary of Murmann
VmbH, which is wholly owned by Murmann KG.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 55.7%
12. Type of Reporting Person: IN
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 14 of 30 Pages
Item 1(a) Name of Issuer:
Sauer Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
2800 East 13th Street
Ames, Iowa 50010
and
Krokamp 35
24539 Neumunster
Federal Republic of Germany
Item 2(a) Names of Persons Filing:
Klaus H. Murmann
Klaus Murmann & Co. KG
Sauer GmbH
K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung
Hannelore Murmann
Sven Murmann
Nicola Keim
Ulrike Murmann-Knuthe
Jan Murmann
Anja Murmann
Christa Zollner
Britta Zollner
Item 2(b) Address of Principal Business Office or, if none, Residence:
Klaus H. Murmann, Hannelore Murmann, Christa Zollner, and Britta
Zollner reside at Bismarckallee 24, D 24105 Kiel, Germany. Sven
Murmann resides at Freiestrasse 148b, CH-8032 Zurich, Switzerland.
Nicola Keim resides at Dr. Max-Strasse 15, D 82031 Grunwald, Kr.
Munchen, Germany. Ulrike Murmann-Knuthe resides at Hansastrasse 47,
D-20144 Hamburg, Germany. Jan Murmann resides at 6, Rue de L'Agent
Bailly, F75009, Paris, France. Anja Murmann resides at 532 E. 5th Street,
Apt. 2, New York, New York 10009. Murmann & Co. KG, Sauer GmbH,
and Murmann VmbH all have principal business offices at Krokamp 35,
24539 Neumunster, Federal Republic of Germany.
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 15 of 30 Pages
Item 2(c) Citizenship: All reporting persons are citizens of the Federal
Republic of Germany.
Item 2(d) Title of Class of Securities:
Common Stock of Sauer Inc.
Item 2(e) CUSIP Number:
804 137 107
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14)
of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 16 of 30 Pages
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. Ownership:
This Schedule 13G is being filed by Murmann KG, a German limited
partnership; Klaus H. Murmann, Hannelore Murmann, Sven Murmann,
Nicola Keim, Ulrike Murmann-Knuthe, Jan Murmann, Anja Murmann,
Christa Zollner, and Britta Zollner, all of Murmann KG's general and
limited partners; Murmann VmbH, Murmann KG's wholly owned German
limited liability company; and Sauer GmbH, a wholly owned subsidiary of
Murmann VmbH. The total number of shares beneficially owned by the
filers of this statement is 15,390,725. Of those shares, Klaus H. Murmann
is the direct owner of 128,225 shares, as to which none of the other filers
has any voting or dispositive power. 4,900,000 shares are directly owned
by Murmann KG. The general and limited partners all may be deemed to
be beneficial owners of these shares because, under German law, they all
have some voting power in the partnership. The final 10,362,500 shares
are owned directly by Sauer GmbH. Murmann VmbH, Murmann KG, and
all the limited and general partners may be deemed to be beneficial owners
of these shares.
Therefore, Klaus H. Murmann may be deemed to be the beneficial owner
of Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,390,725. Klaus H. Murmann
disclaims beneficial ownership of 15,262,500 of these shares, 4,900,000 of
which are owned by Murmann KG, in which Klaus H. Murmann is a
general partner, and 10,362,500 of which are owned by Sauer GmbH, a
wholly owned subsidiary of Murmann VmbH, which is wholly owned by
Murmann KG.
(b) Percent of Class: 56.2%
(c) Number of shares as to which Klaus H. Murmann has:
(i) sole power to vote or to direct the vote: 128,225
(ii) shared power to vote or to direct the vote: 15,262,500.
Klaus H. Murmann disclaims beneficial ownership of these
shares.
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 17 of 30 Pages
(iii) sole power to dispose or to direct the disposition of:
128,225
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Klaus H. Murmann disclaims beneficial ownership of
these shares.
Moreover, Murmann KG may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Murmann KG disclaims
beneficial ownership of 10,362,500 of these shares, which are owned by
Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is
wholly owned by Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Murmann KG has:
(i) sole power to vote or to direct the vote: 4,900,000
(ii) shared power to vote or to direct the vote: 10,362,500.
Murmann KG disclaims beneficial ownership of these
shares.
(iii) sole power to dispose or to direct the disposition of:
4,900,000
(iv) shared power to dispose or to direct the disposition of:
10,362,500. Murmann KG disclaims beneficial ownership of these
shares.
Moreover, Sauer GmbH may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 10,362,500.
(b) Percent of Class: 37.8%
(c) Number of shares as to which Sauer GmbH has:
(i) sole power to vote or to direct the vote: 10,362,500
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
10,362,500
(iv) shared power to dispose or to direct the disposition of: 0
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 18 of 30 Pages
Moreover, Murmann VmbH may be deemed to be the beneficial owner
of Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 10,362,500. Murmann VmbH
disclaims beneficial ownership of these shares, which are owned by Sauer
GmbH, a wholly owned subsidiary of Murmann VmbH.
(b) Percent of Class: 37.8%
(c) Number of shares as to which Murmann VmbH has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 10,362,500.
Murmann VmbH disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
10,362,500. Murmann VmbH disclaims beneficial ownership of these
shares.
Moreover, Hannelore Murmann may be deemed to be the beneficial
owner of Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Hannelore Murmann
disclaims beneficial ownership of these shares, 4,900,000 of which are
owned by Murmann KG, in which Hannelore Murmann is a general
partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly
owned subsidiary of Murmann VmbH, which is wholly owned by
Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Hannelore Murmann has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Hannelore Murmann disclaims beneficial ownership of these shares.
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 19 of 30 Pages
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Hannelore Murmann disclaims beneficial ownership of
these shares.
Moreover, Sven Murmann may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Sven Murmann disclaims
beneficial ownership of these shares, 4,900,000 of which are owned by
Murmann KG, in which Sven Murmann is a limited partner, and
10,362,500 of which are owned by Sauer GmbH, a wholly owned
subsidiary of Murmann VmbH, which is wholly owned by Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Sven Murmann has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Sven Murmann disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Sven Murmann disclaims beneficial ownership of these
shares.
Moreover, Nicola Keim may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Nicola Keim disclaims
beneficial ownership of these shares, 4,900,000 of which are owned by
Murmann KG, in which Nicola Keim is a limited partner, and 10,362,500
of which are owned by Sauer GmbH, a wholly owned subsidiary of
Murmann VmbH, which is wholly owned by Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Nicola Keim has:
(i) sole power to vote or to direct the vote: 0
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 20 of 30 Pages
(ii) shared power to vote or to direct the vote: 15,262,500.
Nicola Keim disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Nicola Keim disclaims beneficial ownership of these
shares.
Moreover, Ulrike Murmann-Knuthe may be deemed to be the beneficial
owner of Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Ulrike Murmann-Knuthe
disclaims beneficial ownership of these shares, 4,900,000 of which are
owned by Murmann KG, in which Ulrike Murmann-Knuthe is a limited
partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly
owned subsidiary of Murmann VmbH, which is wholly owned by
Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Ulrike Murmann-Knuthe has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of
these shares.
Moreover, Jan Murmann may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Jan Murmann disclaims
beneficial ownership of these shares, 4,900,000 of which are owned by
Murmann KG, in which Jan Murmann is a limited partner, and 10,362,500
of which are owned by Sauer GmbH, a wholly owned subsidiary of
Murmann VmbH, which is wholly owned by Murmann KG.
(b) Percent of Class: 55.7%
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 21 of 30 Pages
(c) Number of shares as to which Jan Murmann has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Jan Murmann disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Jan Murmann disclaims beneficial ownership of these
shares.
Moreover, Anja Murmann may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Anja Murmann disclaims
beneficial ownership of these shares, 4,900,000 of which are owned by
Murmann KG, in which Anja Murmann is a limited partner, and
10,362,500 of which are owned by Sauer GmbH, a wholly owned
subsidiary of Murmann VmbH, which is wholly owned by Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Anja Murmann has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Anja Murmann disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Anja Murmann disclaims beneficial ownership of these
shares.
Moreover, Christa Zollner may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Christa Zollner disclaims
beneficial ownership of these shares, 4,900,000 of which are owned by
Murmann KG, in which Christa Zollner is a limited partner, and
10,362,500 of which are owned by Sauer GmbH, a wholly owned
subsidiary of Murmann VmbH, which is wholly owned by Murmann KG.
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 22 of 30 Pages
(b) Percent of Class: 55.7%
(c) Number of shares as to which Christa Zollner has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Christa Zollner disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Christa Zollner disclaims beneficial ownership of these
shares.
Moreover, Britta Zollner may be deemed to be the beneficial owner of
Sauer Inc. Common Stock as follows:
(a) Amount Beneficially Owned: 15,262,500. Britta Zollner disclaims
beneficial ownership of these shares, 4,900,000 of which are owned by
Murmann KG, in which Britta Zollner is a limited partner, and 10,362,500
of which are owned by Sauer GmbH, a wholly owned subsidiary of
Murmann VmbH, which is wholly owned by Murmann KG.
(b) Percent of Class: 55.7%
(c) Number of shares as to which Britta Zollner has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 15,262,500.
Britta Zollner disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
15,262,500. Britta Zollner disclaims beneficial ownership of these
shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 23 of 30 Pages
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
See Exhibit A attached hereto.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
Not Applicable.
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 24 of 30 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Date: February 16, 1999 Klaus H. Murmann
____________________________
Klaus H. Murmann
Sauer GmbH
Date: February 16, 1999 Klaus H. Murmann
By___________________________
Klaus H. Murmann, principal
Klaus Murmann & Co. KG
Date: February 16, 1999 Klaus H. Murmann
By___________________________
Klaus H. Murmann, general partner
K. Murmann Verwaltungsgesellschaft
mit beschrankter Haftung
Date: February 16, 1999 Klaus H. Murmann
By___________________________
Klaus H. Murmann, principal
Date: February 16, 1999 Hannelore Murmann
_____________________________
Hannelore Murmann
Date: February 16, 1999 Sven Murmann
_____________________________
Sven Murmann
Date: February 16, 1999 Nicola Keim
_____________________________
Nicola Keim
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 25 of 30 Pages
Date: February 16, 1999 Ulrike Murmann-Knuthe
_____________________________
Ulrike Murmann-Knuthe
Date: February 16, 1999 Jan Murmann
_____________________________
Jan Murmann
Date: February 16, 1999 Anja Murmann
_____________________________
Anja Murmann
Date: February 16, 1999 Christa Zollner
_____________________________
Christa Zollner
Date: February 16, 1999 Britta Zollner
_____________________________
Britta Zollner
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 26 of 30 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A Indemnification of Members of Group 27
B Joint Filing Agreement 29
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 27 of 30 Pages
EXHIBIT A
Klaus H. Murmann
Bismarckallee 24
D 24105 Kiel
Germany
Sauer GmbH
Krokamp 35
24539 Neumunster
Federal Republic of Germany
Klaus Murmann & Co. KG
Krokamp 35
24539 Neumunster
Federal Republic of Germany
K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung
Krokamp 35
24539 Neumunster
Federal Republic of Germany
Hannelore Murmann
Bismarckallee 24
D 24105 Kiel
Germany
Sven Murmann
Freiestrasse 148b
CH-8032 Zurich
Switzerland
Nicola Keim
Dr. Max-Strasse 15
D 82031 Grunwald
Kr. Munchen
Germany
Ulrike Murmann-Knuthe
Hansastrasse 47
D-20144 Hamburg
Germany
PAGE
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CUSIP NO. 804 137 107 SCHEDULE 13G Page 28 of 30 Pages
Jan Murmann
6, Rue de L'Agent Bailly
F75009, Paris
France
Anja Murmann
532 East 5th Street, Apt. 2
New York, New York 10009
Christa Zollner
Bismarckallee 24
D 24105 Kiel
Germany
Britta Zollner
Bismarckallee 24
D 24105 Kiel
Germany
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 29 of 30 Pages
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of the Schedule 13G to which this Exhibit is
attached with respect to the Common Stock of Sauer Inc., a Delaware
corporation, and consent to this Joint Filing Agreement being included as
an Exhibit to such filing. In evidence thereof, the undersigned hereby
execute this Agreement this 16th day of February, 1999.
Date: February 16, 1999 ____________________________
Klaus H. Murmann
Sauer GmbH
Date: February 16, 1999 Klaus H. Murmann
By___________________________
Klaus H. Murmann, principal
Klaus Murmann & Co. KG
Date: February 16, 1999 Klaus H. Murmann
By___________________________
Klaus H. Murmann, general partner
K. Murmann Verwaltungsgesellschaft
mit beschrankter Haftung
Date: February 16, 1999 Klaus H. Murmann
By___________________________
Klaus H. Murmann, principal
Date: February 16, 1999 Hannelore Murmann
_____________________________
Hannelore Murmann
Date: February 16, 1999 Sven Murmann
_____________________________
Sven Murmann
PAGE
<PAGE>
CUSIP NO. 804 137 107 SCHEDULE 13G Page 30 of 30 Pages
Date: February 16, 1999 Nicola Keim
_____________________________
Nicola Keim
Date: February 16, 1999 Ulrike Murmann-Knuthe
_____________________________
Ulrike Murmann-Knuthe
Date: February 16, 1999 Jan Murmann
_____________________________
Jan Murmann
Date: February 16, 1999 Anja Murmann
_____________________________
Anja Murmann
Date: February 16, 1999 Christa Zollner
_____________________________
Christa Zollner
Date: February 16, 1999 Britta Zollner
_____________________________
Britta Zollner
