UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 27, 2000
Sauer Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 333-48299 36-3482074
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2800 East 13th Street, Ames, Iowa 50010
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (515) 239-6000
Exhibit Index on Page 3
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2
Item 5. Other Events.
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This Current Report on Form 8-K is being filed for the purpose of
disclosing three press releases filed as Exhibits 99.1, 99.2 and 99.3 hereto and
which are herein incorporated by reference in their entirety.
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release, dated January 20, 2000
99.2 Press Release, dated January 22, 2000
99.3 Press Release, dated January 25, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAUER INC.
Date: January 27, 2000
By: /s/ Kenneth D. McCuskey
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Name: Kenneth D. McCuskey
Title: Secretary
SAUER INC.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
THURSDAY, JANUARY 20, 2000
TONIO BARLAGE, PRESIDENT & CHIEF OPERATING OFFICER OF SAUER RESIGNS;
DAVID L. PFEIFLE TO ASSUME POSITION OF CHIEF OPERATING OFFICER
AMES, Iowa, USA, January 20, 2000--Sauer Inc. (NYSE: SHS), announced that Tonio
Barlage, President and Chief Operating Officer, has chosen to resign his
position as Chief Operating Officer effective today. Mr. Barlage will remain in
the position of President through March 31, 2000, at which time he will leave
the corporation to pursue other business interests.
In conjunction with Mr. Barlage's resignation, Sauer announced that David L.
Pfeifle, Executive Vice President, will assume the position of Chief Operating
Officer, also effective today.
"During Tonio's 14 years with Sauer he made significant contributions to our
success during a period of tremendous growth," said Sauer Chairman and CEO Klaus
Murmann. "Most recently, he was instrumental in establishing our operations in
China and Slovakia, bringing about meaningful operating performance improvements
in our European business units and unifying the business approach of Sauer's US
and European operations."
"While Tonio will be missed, the leadership structure of the pending combination
of Sauer and Danfoss Fluid Power will remain, with David L. Pfeifle of Sauer as
President and Chief Executive Officer and Niels Erik Hansen of Danfoss as
Executive Vice President and Chief Operating Officer," added Murmann. "This
leadership team will build upon and provide continuity with the direction
established by Tonio."
Sauer Inc. is a worldwide leader in the design, manufacture and sale of
engineered hydraulic systems and components for use primarily in applications of
off-highway mobile equipment. Sauer has manufacturing and engineering
capabilities in Europe, the United States and China, and has headquarters in
both Neumunster, Germany, and Ames, Iowa. Sauer's common stock is listed on the
New York Stock Exchange under the symbol SHS and on the Frankfurt Exchange under
the symbol SAR.
For further information please contact:
Kenneth D. McCuskey
Treasurer and Secretary
Sauer Inc.
Ames, Iowa, USA
(515) 239-6364
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AMERICAN OFFICE: 2800 East 13th Street, Ames, Iowa 50010
EUROPEAN OFFICE: Krokamp 35, D-24539 Neumunster
SAUER INC. IS THE PARENT COMPANY OF THE SAUER-SUNDSTRAND GROUP
SAUER INC.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
SATURDAY, JANUARY 22, 2000
SAUER INC. AND DANFOSS A/S
ANNOUNCE DEFINITIVE MERGER AGREEMENT
o Merger to create world's largest focused mobile hydraulics company
o Combined annual revenues of $840 million
o Merger strengthens company's global presence in U.S., Europe and East Asia
o Merger strengthens company's product line
o Transaction expected to be accretive to EPS in 2001
o Transaction expected to close during second quarter of 2000
AMES, IOWA January 22, 2000 -- The Board of Directors of Sauer Inc. (NYSE: SHS)
and Danfoss A/S, today announced that they have approved the merger of Sauer
Inc. and Danfoss Fluid Power A/S, a Danish manufacturer of hydraulics products,
which is wholly owned by Danfoss A/S. The merger will create the world's largest
focused mobile hydraulics company. Sauer Inc. will be renamed Sauer-Danfoss Inc.
For the twelve-month period ended December 31, 1999, Sauer-Danfoss Inc. would
have had forecasted combined revenues of $840 million and combined EBITDA of
$120 million.
Under the terms of the merger, all Danfoss Fluid Power A/S stock will be
exchanged for 16.2 million shares of Sauer common stock, with a value of
approximately $179 million, based on Thursday's closing stock price of $11.06.
After the completion of the merger, the combined company will have approximately
46 million shares outstanding, on a fully diluted basis. It is expected that
approximately $80 million of Danfoss' debt will be assumed by Sauer. The
transaction is expected to be tax-free to the shareholders of both companies and
accretive to earnings in 2001. The merger is subject to the approval of Sauer's
shareholders, regulatory approval and other customary closing conditions, and is
expected to close in the second quarter of 2000. Credit Suisse First Boston
acted as financial advisor to Sauer Inc. in this transaction.
Merger Creates a Formidable Global Force
The combined company, with over 6,200 employees, 18 factories on 3 continents,
will enjoy a prominent global position in the mobile hydraulics industry.
Sauer-Danfoss Inc. will have more than 300 sales and service locations that will
enable the company to provide its customers with worldwide state-of-the-art
integrated hydraulic systems and services for their mobile off-highway vehicles.
Major customers of Sauer and Danfoss Fluid Power are the leading global and
regional original equipment manufacturers ("OEM") of vehicles for agricultural,
road building, construction, turf care, forestry and municipal applications.
Additionally, the merger brings together a comprehensive line of products with
Danfoss Fluid Power in the areas of steering and work function hydraulics and
Sauer in propel and electrohydraulic controls. The
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AMERICAN OFFICE: 2800 East 13th Street, Ames, Iowa 50010
EUROPEAN OFFICE: Krokamp 35, D-24539 Neumunster
SAUER INC. IS THE PARENT COMPANY OF THE SAUER-SUNDSTRAND GROUP
<PAGE>
availability of a wider range of products will position Sauer-Danfoss Inc. to
take advantage of industry trends as OEM customers are increasingly
consolidating their supplier base.
The combined company's headquarters will be in Ames/Iowa, USA, Neumunster,
Germany, and Nordborg, Denmark, and will be operated by an experienced
management team led by Klaus Murmann, current chairman and chief executive
officer of Sauer, who will become chairman. Jorgen Clausen, current chief
executive officer of Danfoss will become vice chairman of the newly formed
company. Additionally, David Pfeifle of Sauer will become chief executive
officer and Neils Erik Hansen of Danfoss Fluid Power will serve as executive
vice president and chief operating officer. The proposed 10-person board will
include three representatives from Sauer, three from Danfoss, the chief
executive officer and three independent directors.
Klaus Murmann, chairman and chief executive officer of Sauer, commented, "Sauer
and Danfoss share the same goals for the future. With over 70 years of combined
experience, there is a common understanding of the unique dynamics of this
market. We have known each other for over three decades and there is a high
degree of mutual respect between the companies. We believe that the similarities
of our cultures will assist in the integration process between the two
companies."
While the immediate financial implications of the merger will be impacted by the
current decline in the market environment, the company believes that the merger
will put them on a growth path in 2000. Although the transaction is not
anticipated to close until sometime in the second quarter, we would expect full
year proforma combined forecasted sales of $840 million in 1999, to increase by
5% to 8% in 2000.
"We are extremely optimistic about the possibilities this will bring to
Sauer-Danfoss Inc., our customers and our shareholders. By joining forces, Sauer
and Danfoss will benefit from improved capital and operational resources,
enabling us to compete more effectively within the markets we serve. The
synergies that we anticipate from this merger include improved purchasing and
operating efficiencies and we expect that it will enhance our future
profitability. Additionally, both companies have strong track records of
innovation and superior customer service. Together, we will offer our customers
the most focused product line under one roof," concluded Murmann.
Jorgen Clausen, chief executive officer of Danfoss, stated, "This combination
with Sauer brings Danfoss shareholders an interest in a well-managed company
with a proven record of performance. The Danfoss management team is extremely
enthusiastic about the strategic combination of the businesses and is dedicated
to the creation of a value-added product provider for our collective customers
and shareholders."
There will be a conference call Monday, January 24, 2000 at 10:00 a.m. Eastern
Time to discuss this announcement. To participate in the call from the United
States, dial in on 1-888-455-9672. International participants should call
+1-712-257-2274. The pass code for this call is "Sauer-Danfoss." For a
conference call replay, available until midnight January 28, 2000, please dial
1-888-566-0673 from the United States. International callers can access the
replay by dialing +1-402-998-0751.
Danfoss Fluid Power A/S, a Danish manufacturer of hydraulics products, which is
wholly owned by Danfoss A/S, is a worldwide leader in the design and production
of technically sophisticated mobile hydraulics with engineering and
manufacturing facilities in Denmark, the United States and Poland, and
headquarters in Nordborg, Denmark. The company employs approximately 2,500
people, with sales of about $300 million, accounting for 16% of the Danfoss
group sales. More details online at www.danfoss.com.
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AMERICAN OFFICE: 2800 East 13th Street, Ames, Iowa 50010
EUROPEAN OFFICE: Krokamp 35, D-24539 Neumunster
SAUER INC. IS THE PARENT COMPANY OF THE SAUER-SUNDSTRAND GROUP
<PAGE>
Sauer is a worldwide leader in the design, manufacture and sale of engineered
hydraulic systems and components for use primarily in applications of
off-highway mobile equipment. Sauer, with approximately 3,700 employees
worldwide and sales of about $540 million, has manufacturing and engineering
capabilities in Europe, the United States and China, and headquarters in both
Neumunster, Germany and Ames, Iowa. Sauer's common stock is listed on the New
York Stock Exchange under the symbol SHS and on the Frankfurt Exchange under the
symbol SAR. More details online at www.sauer.com.
This press release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. The company's reports filed with the Securities
and Exchange Commission provide a more detailed description of these risks and
uncertainties.
For further information please contact:
Kenneth D. McCuskey
Treasurer and Secretary
Sauer Inc.
Ames, Iowa, USA
(515) 239-6364
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AMERICAN OFFICE: 2800 East 13th Street, Ames, Iowa 50010
EUROPEAN OFFICE: Krokamp 35, D-24539 Neumunster
SAUER INC. IS THE PARENT COMPANY OF THE SAUER-SUNDSTRAND GROUP
SAUER INC.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
TUESDAY, JANUARY 25, 2000
SAUER ACQUIRES CDE CUSTOM DESIGN ELECTRONICS OF SWEDEN AB;
Enhancing Sauer's Electrohydraulics Operations in Europe
AMES, Iowa, USA, January 25, 2000--Sauer Inc. (NYSE: SHS) today announced that
it has acquired CDE Custom Design Electronics of Sweden AB ("CDE") and its
subsidiary company NOB Electronik AB ("NOB"). NOB, the operating company of CDE,
is well known for its electronic control systems both in mobile hydraulics and
in other areas, principally electronic control panels and related software.
The purchase consideration for the transaction consists of shares and cash.
Sauer has issued approximately 103,000 shares of Sauer Inc. common stock and
paid $3.6 million for all the shares of CDE, the holding company of NOB. The
transaction was closed yesterday, January 24, at NOB's operating site in
Almhult, Sweden. The transaction enhances Sauer's ability to actively develop
its electrohydraulics operations in Europe. Sauer continues to build on its
capability to offer complete systems, which includes sophisticated electronics.
According to Sauer, the demand for these systems is high and has been showing
double-digit growth rates over the last few years.
Albert Zahalka, Sauer's Vice-President & General Manager, Electrohydraulics,
commented, "We have worked with NOB for several years and have cooperated
closely in developing electronic control systems in the mobile hydraulics market
for some time. Over this period we have grown to know and understand each other
very well and finally decided that we should cement this common understanding by
bringing NOB into the Sauer family." Zahalka added, "With the acquisition of
NOB, Sauer gains an electronic components facility in Europe comparable with its
current facility in Minneapolis, USA, and 43 experienced employees, quadrupling
the electronic personnel in Europe. We have been proud to be associated with NOB
and its staff in the past and now are extremely pleased to welcome them all into
the worldwide family of Sauer."
The three former owners, Mr. Sture Bernhardsson, Mr. Krister Lindkvist and Mr.
Goran Nilsson, will each retain their current positions within the operations of
the company and will also have certain responsibilities within the
electrohydraulics division. Mr. Michael Karasch of Sauer is responsible for
product marketing for electrohydraulics throughout Europe and Dr. Thomas Grahl,
also of Sauer, is responsible for operations and research and development in
Europe. The new European division of electrohydraulics will therefore combine
Sauer's existing assembly and engineering departments of Neumunster, Germany,
with the operations and engineering establishments of NOB. Further developments
are expected in this interesting growth area of mobile hydraulics.
In response to Albert Zahalka's welcoming words, Krister Lindkvist, Managing
Director of NOB, answered, "We have come to know the people at Sauer very well
over the last few years and when considering our future expansion potential, we
realized that we needed the strength of a global organization behind us.
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AMERICAN OFFICE: 2800 East 13th Street, Ames, Iowa 50010
EUROPEAN OFFICE: Krokamp 35, D-24539 Neumunster
SAUER INC. IS THE PARENT COMPANY OF THE SAUER-SUNDSTRAND GROUP
<PAGE>
We think very much along the same lines as Sauer and we hope to spend many
years together serving our customers, not just in Scandinavia, but from a sales
basis throughout Europe, and on a product basis as part of Sauer's global
engineering competence. We are really excited to be part of this growing
multinational".
Sauer is a worldwide leader in the design, manufacture and sale of engineered
hydraulic systems and components for use primarily in applications of
off-highway mobile equipment. Sauer has manufacturing and engineering
capabilities in Europe, the United States and China, and has headquarters in
both Neumunster, Germany and Ames, Iowa. Sauer's common stock is listed on the
New York Stock Exchange under the symbol SHS and on the Frankfurt Exchange under
the symbol SAR.
Key financial data:
CDE/NOB prepare financial statements in Swedish Krone and under Generally
Accepted Accounting Principles in Sweden. The following figures have been
restated to reflect US-GAAP as applied by Sauer Inc. and converted into US
Dollars:
1999 Sales $ 3.9 million
EBIT $ .4 million
Net Income $ .3 million
This press release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. The company's reports filed with the Securities
and Exchange Commission provide a more detailed description of these risks and
uncertainties.
For further information please contact:
Kenneth D. McCuskey
Treasurer and Secretary
Sauer Inc.
Ames, Iowa, USA
(515) 239-6364
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AMERICAN OFFICE: 2800 East 13th Street, Ames, Iowa 50010
EUROPEAN OFFICE: Krokamp 35, D-24539 Neumunster
SAUER INC. IS THE PARENT COMPANY OF THE SAUER-SUNDSTRAND GROUP
