SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sauer-Danfoss Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
804 137 107
(CUSIP Number)
Kenneth D. McCuskey
Vice President-Finance and Treasurer
Sauer-Danfoss Inc.
2800 East 13th Street
Ames, Iowa 50010
(515) 239-6364
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
With Copies To:
James W. Kapp, Jr., Esq.
Spencer Fane Britt & Browne LLP
1000 Walnut Street, Suite 1400
Kansas City, Missouri 64106-2140
Telephone: (816) 292-8141
Oliver Edwards, Esq.
Haight Gardner Holland & Knight,
A law office of Holland & Knight, LLP
195 Broadway
New York, New York 10007
Telephone: (212) 513-3500
May 3, 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 schedule because of Sec. 240.13d-1(e), Sec. 240.13d-1(f) or
Sec. 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Sec. 240.13d-7(b) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
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 (the "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).
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Danfoss Murmann Holding A/S
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Denmark
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 26,512,312*
8
Shared Voting Power 6,812,500*
9
Sole Dispositive Power 16,150,812*
10
Shared Dispositive Power 6,812,500*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,324,812*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13
Percent of Class Represented by Amount in Row (11) 73.5%*
14
Type of Reporting Person (See Instructions) CO
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or 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
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 128,225
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 128,225
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 34,090,537*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [x]**
13
Percent of Class Represented by Amount in Row (11) 75.2%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
** The amount in Row (11) excludes 267,100 shares owned by Hannelore
Murmann, Klaus H. Murmann's spouse, over which Klaus H. Murmann has no voting
or dispositive power; 2,000 shares owned by Nicola Keim, Klaus H. Murmann's
daughter, over which Klaus H. Murmann has no voting or dispositive power;
and 2,000 shares owned by Sven Murmann, Klaus H. Murmann's son, over which
Klaus H. Murmann has no voting or dispositive power.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Klaus Murmann & Co. KG
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,962,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) PN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
K. Murmann Verwaltungsgesellschaft mbH
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 29,062,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 29,062,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 29,062,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13
Percent of Class Represented by Amount in Row (11) 64.1%*
14
Type of Reporting Person (See Instructions) CO
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sauer GmbH
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 112,500
8
Shared Voting Power 0
9
Sole Dispositive Power 10,474,000*
10
Shared Dispositive Power 0
11
Aggregate Amount Beneficially Owned by Each Reporting Person 10,474,000*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13
Percent of Class Represented by Amount in Row (11) 23.1%*
14
Type of Reporting Person (See Instructions) CO
* See item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
EMF Europaische Marketing und Finanzmanagement AG
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 525,000*
8
Shared Voting Power 0
9
Sole Dispositive Power 525,000*
10
Shared Dispositive Power 0
11
Aggregate Amount Beneficially Owned by Each Reporting Person 525,000*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13
Percent of Class Represented by Amount in Row (11) 1.2%*
14
Type of Reporting Person (See Instructions) CO
* See item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or 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
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 267,100
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 267,100
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 34,229,412*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [x]**
13
Percent of Class Represented by Amount in Row (11) 75.5%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
** The amount in Row (11) excludes 128,225 shares of Sauer Common Stock
owned by Klaus H. Murmann, Hannelore Murmann's spouse, over which Hannelore
Murmann has no voting or dispositive power; 2,000 shares owned by Nicola Keim,
Hannelore Murmann's daughter, over which Hannelore Murmann has no voting or
dispositive power; and 2,000 shares owned by Sven Murmann, Hannelore Murmann's
son, over which Hannelore Murmann has no voting or dispositive power.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or 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
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 2,000
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 2,000
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,964,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or 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
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 2,000
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 2,000
10
Shared Dispositive Power 33,962,312
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,964,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ulrike Murmann-Knuth
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,962,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or 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
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,962,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or 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
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,962,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christa Zoellner
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,962,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Britta Zoellner
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,962,312*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,962,312*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,962,312*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13
Percent of Class Represented by Amount in Row (11) 75.0%*
14
Type of Reporting Person (See Instructions) IN
* See Item 5.
CUSIP NO. 804 137 107
<PAGE>
page
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Danfoss A/S
2
Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions) 00
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ ]
6
Citizenship or Place of Organization Denmark
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 33,324,812*
9
Sole Dispositive Power 0
10
Shared Dispositive Power 33,324,812*
11
Aggregate Amount Beneficially Owned by Each Reporting Person 33,324,812*
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [x]**
13
Percent of Class Represented by Amount in Row (11) 73.5%*
14
Type of Reporting Person (See Instructions) CO
* See Item 5.
** The amount in Row (11) excludes 59,000 shares owned by Jorgen Clausen,
President and Chief Executive Officer of Danfoss, over which Danfoss has no
voting or dispositive power.
<PAGE>
page
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the common
stock, par value $.01 per share, of Sauer-Danfoss Inc. (the "Sauer-Danfoss
Common Stock"), a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 2800 East 13th Street, Ames,
Iowa, 50010 and Krokamp 35, 24539 Neumunster, Federal Republic of Germany.
Item 2. Identity and Background
(a) The names of the entities and natural persons filing this statement
are (i) Danfoss Murmann Holding A/S, a corporation organized under the laws
of Denmark (the "Holding Company"), (ii) Klaus Murmann & Co. KG ("Murmann
KG"), a limited partnership organized under the laws of Germany, (iii) K.
Murmann Verwaltungsgesellschaft mbH ("Murmann GmbH"), a limited liability
company organized under the laws of the Federal Republic of Germany, (iv)
Sauer GmbH, a limited liability company organized under the laws of the
Federal Republic of Germany, (v) EMF Europaische Marketing und
Finanzmanagement AG, a limited liability company organized under the laws
of the Federal Republic of Germany ("EMF"), (vi) Danfoss A/S, a corporation
organized under the laws of Denmark ("Danfoss" and, together with the Holding
Company, Murmann KG, Murmann GmbH, Sauer GmbH and EMF, the "Filing
Entities"), (vii) Klaus H. Murmann, a natural person, (viii) Hannelore
Murmann, a natural person, (ix) Sven Murmann, a natural person, (x) Nicola Keim,
a natural person, (xi) Ulrike Murmann-Knuth, a natural person, (xii)
Jan Murmann, a natural person, (xiii) Anja Murmann, a natural person, (xiv)
Christa Zoellner, a natural person, and (xv) Britta Zoellner, a natural
person (all such natural persons, collectively, the "Filing Persons" and,
together with the Filing Entities, the "Reporting Persons").
The name of the entity that controls Danfoss is Bitten & Mads Clausens Fond,
a trust organized under the laws of Denmark (the "Danfoss Control Entity").
(b) With the exception of Danfoss, the address of the principal business
and the address of the principal office of each of the Filing Entities is
Krokamp 35, 24539 Neumunster, Germany. The address of the principal business
and the address of the principal office of Danfoss is DK-6430 Nordborg,
Denmark. Klaus H. Murmann, Hannelore Murmann, Christa Zoellner and Britta
Zoellner reside at Bismarckallee 24, D-24105 Kiel, Germany. Sven Murmann
resides at Bottgerstr. 15, D-20148 Hamburg, Germany. Nicola Keim resides at
Dr. Max-Strasse 15, D-82031 Grunwald, Kr. Munchen, Germany. Ulrike Murmann-
Knuth resides at Hansastrasse 47, D-20144 Hamburg, Germany. Anja Murmann
resides at 532 E. 5th Street, Apt. 2, New York, New York 10009. Jan Murmann
resides at Liselotte-Hermann-Str. 34, D-10407 Berlin, Germany.
The address of the principal business and the address of the principal office
of the Danfoss Control Entity is DK-6430 Nordborg, Denmark.
(c) Set forth on Schedule I is the name, citizenship, business or
residence address and present principal occupation or employment as well as
the name and address of any corporation or other organization in which such
occupation or employment is conducted of each of the directors and executive
officers of each of the Filing Entities.
Set forth on Schedule II is the name, citizenship, business or residence
address and present principal occupation or employment as well as the name
and address of any corporation or other organization in which such occupation
or employment is conducted of each of the directors and executive officers of
the Danfoss Control Entity.
The Holding Company was formed solely to hold shares of Sauer-Danfoss Common
Stock and has conducted no other operations or activities. The principal
business of each of Murmann KG, Murmann GmbH (which is a wholly owned
subsidiary of Murmann KG) and Sauer GmbH (which is a wholly owned subsidiary
of Murmann GmbH) is asset management. The principal business of EMF (which
is a wholly owned subsidiary of Murmann GmbH) is to function as an insurance
intermediary. The principal business of Danfoss is the design, manufacture
and sale of industrial products. The principal business of the Danfoss
Control Entity is to function as a trust with respect to the securities of
Danfoss.
Klaus H. Murmann is the Chairman of the Issuer. The principal business of
the Issuer is the design, manufacture and sale of highly engineered hydraulic
systems and components. The address of the Issuer is provided in Item 1
above.
The present principal occupation of Sven Murmann is Manager of Murmann GmbH.
The present principal occupation of Jan Murmann is Manager of Murmann GmbH.
The principal business of Murmann GmbH is asset management. The address of
Murmann GmbH is provided in Item 2(b) above.
Ulrike Murmann-Knuth is a priest with the Nordelbische Evangelisch-Lutherische
Kirche. The address of the Nordelbische Evangelisch-Lutherische Kirche is
Daenische Strasse, Kiel, Germany.
None of Britta Zoellner, Christa Zoellner, Nicola Keim or Hannelore Murmann
are presently employed. Anja Murmann is presently self-employed as a film
producer. The address of Anja Murmann is provided in Item 2(b) above.
(d) During the last five years (i) none of the Reporting Persons, (ii)
to the knowledge of each Filing Entity, none of the natural persons listed
on Schedule I associated with such Filing Entity and (iii) to the knowledge
of the Danfoss, neither of the natural persons listed on Schedule II nor the
Danfoss Control Entity, have been convicted in any criminal proceeding.
(e) During the last five years, (i) none of the Reporting Persons, (ii)
to the knowledge of each Filing Entity, none of the natural persons listed on
Schedule I associated with such Filing Entity and (iii) to the knowledge of
Danfoss, neither of the natural persons listed on Schedule II nor the Danfoss
Control Entity, have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which it is or
was 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.
(f) The citizenship of each of the Filing Persons is the Federal Republic
of Germany.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an agreement, dated January 22, 2000, among Murmann GmbH, Danfoss
and the Holding Company, as amended by an amendment thereto, dated February
22, 2000 (the "Holding Company Agreement"), prior to consummation of the
Transaction (as defined below), Danfoss contributed to the Holding Company,
in exchange for shares of the Holding Company's common stock, all of the
outstanding shares of common stock of Danfoss Fluid Power A/S, a corporation
organized under the laws of Denmark, and Danfoss Fluid Power Inc., an Illinois
corporation (together, the "Danfoss Fluid Power Companies"), and Murmann GmbH
caused to be contributed to the Holding Company, on April 25, 2000, in
exchange for shares of the Holding Company's common stock, 1,000 shares of
Sauer-Danfoss Common Stock. Additionally, pursuant to the Holding Company
Agreement, Murmann GmbH has granted the Holding Company an irrevocable proxy
to vote 10,361,500 shares of Sauer-Danfoss Common Stock (the "Voting Proxy").
The Holding Company's voting rights are shared equally by Murmann GmbH and
Danfoss.
The Voting Proxy will terminate upon the earlier of (a) the contribution by
Murmann GmbH of 10,361,500 shares of Sauer-Danfoss Common Stock to the Holding
Company, in exchange for shares of the Holding Company's common stock, or (b)
the dissolution of the Holding Company. Pursuant to the Holding Company
Agreement, Murmann GmbH will not be obligated to make such contribution of
shares of Sauer-Danfoss Common Stock to the Holding Company unless the
Holding Company receives a ruling from the United States Internal Revenue
Service confirming that the Holding Company qualifies to receive certain
benefits under the proposed Convention Between the Government of the United
States of America and the Government of the Kingdom of Denmark for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect
to Taxes on Income (the "Confirmation"). If the Holding Company does not
qualify for such benefits, the Holding Company may be dissolved.
In addition, pursuant to the Holding Company Agreement, Murmann GmbH is
obligated (a) in connection with any vote of the holders of Sauer-Danfoss
Common Stock, to vote 6,812,500 shares of Sauer-Danfoss Common Stock, which
includes 4,900,000 shares of Sauer-Danfoss Common Stock owned directly by
Murmann KG, consistent with the Holding Company and (b) not to transfer any
of 6,812,500 shares of Sauer-Danfoss Common Stock, which includes 4,900,000
shares of Sauer-Danfoss Common Stock owned directly by Murmann KG, outside of
the entities and persons under the control of Klaus H. Murmann (the "Murmann
Family") without the prior written consent of Danfoss.
Pursuant to a Stock Exchange Agreement, dated as of January 22, 2000, among
the Issuer, Murmann GmbH, Danfoss and the Holding Company (the "Stock Exchange
Agreement"), among other things, the Issuer agreed to acquire all of the
outstanding common stock of Danfoss Fluid Power Companies from the Holding
Company in exchange for 16,149,812 shares of Sauer-Danfoss Common Stock (the
"Transaction"). The Transaction was closed, and the exchange of the
outstanding common stock of the Danfoss Fluid Power Companies for 16,149,812
shares of Sauer Common Stock was completed on May 3, 2000.
In addition, pursuant to the Stock Exchange Agreement, on or before December
31, 2000, the Issuer is expected to acquire from the Holding Company, for
additional shares of Sauer-Danfoss Common Stock, all of the assets of Danfoss
related to the mobile hydraulics operations of Danfoss in Australia, Belgium,
Brazil, Holland, Hong Kong, Japan, Mexico, New Zealand, Portugal, Spain and
Switzerland (the "Secondary Acquisition"). The number of shares of Sauer-
Danfoss Common Stock to be issued to the Holding Company in connection with
the Secondary Acquisition will be based upon the same financial parameters
used to calculate the number of shares of Sauer-Danfoss Common Stock issued
by the Issuer in connection with the Transaction, including the closing stock
price of Sauer-Danfoss Common Stock as of the date of consummation of the
Transaction and, therefore, cannot be specifically calculated at this time.
However, the Issuer expects that the number of additional shares of Sauer-
Danfoss Common Stock to be issued in connection with the Secondary Acquisition
will be between approximately 2,000,000 shares and 3,000,000 shares of Sauer-
Danfoss Common Stock.
The Stock Exchange Agreement was previously filed by the Issuer with the
Securities and Exchange Commission on March 28, 2000 as Annex A to the
Issuer's Definitive Proxy Statement on Schedule 14A and is hereby incorporated
into this Schedule 13D by reference.
In connection with the Transaction, on May 3, 2000, the Issuer terminated an
amended and restated limited partnership agreement, dated April 14, 1998,
among the Issuer, Sauer-Sundstrand GmbH, Sauer GmbH, EMF and Sauer GmbH & Co.
Hydraulik KG (the "Limited Partnership Agreement"). Pursuant to the terms of
the Limited Partnership Agreement, upon termination thereof, among other
things, the Issuer issued 1,912,500, 225,000 and 112,500 shares of Sauer-
Danfoss Common Stock to Murmann GmbH (as the general partner of Sauer GmbH &
Co. Hydraulik KG), EMF and Sauer GmbH, respectively.
Jorgen Clausen, President, Chief Executive Officer and a director of Danfoss,
beneficially owns 59,000 shares of Sauer-Danfoss Common Stock. Such ownership
represents approximately 0.1% of the outstanding shares of the Issuer. Jorgen
Clausen has acquired all such shares of Sauer-Danfoss Common Stock with
personal funds, except that he received 1,000 shares of restricted Sauer-
Danfoss Common Stock in a grant to non-employee directors of the Issuer on
May 3, 2000.
Item 4. Purpose of Transaction
(a) As described more fully in Item 3 above, on May 3, 2000, the Holding
Company received 16,149,812 shares of Sauer-Danfoss Common Stock.
Additionally, as described more fully in Item 3 above, immediately upon
receipt of the Confirmation, Murmann GmbH is obligated to cause to be
contributed to the Holding Company 10,361,500 shares of Sauer-Danfoss Common
Stock. Also, as described more fully in Item 3 above, on May 3, 2000, Murmann
GmbH, EMF and Sauer GmbH received 1,912,500, 225,000 and 112,500 shares of
Sauer-Danfoss Common Stock, respectively. Further, as described more fully
in Item 3 above, as a result of the Secondary Acquisition, it is expected that
the Holding Company will receive between approximately 2,000,000 shares and
3,000,000 shares of Sauer-Danfoss Common Stock.
(b) As described more fully in Item 3 above, this statement relates to
certain transactions related to the acquisition by the Issuer of all of the
outstanding shares of the Danfoss Fluid Power Companies pursuant to the Stock
Exchange Agreement.
(c) Not applicable.
(d) Pursuant to the Holding Company Agreement, on May 3, 2000, the
Certificate of Incorporation and Bylaws of the Issuer were amended to
increase the number of directors comprising the fully constituted board of
directors of the Issuer to ten. Director candidates will be identified by a
two member nominating committee comprised of a representative of the Murmann
Family and a representative of Danfoss. The representative of each of the
Murmann Family and Danfoss will be entitled to identify for recommendation
to the Issuer's board of directors three candidates for director who may be
associated or affiliated with the Murmann Family or Danfoss. The
representative of each of the Murmann Family and Danfoss will each identify
two additional candidates for director. One of the additional director
candidates recommended by the representative of the Murmann Family will be
the Chief Executive Officer and President of the Issuer and the remaining
three director candidates must be independent from and not associated or
affiliated with the Murmann Family or Danfoss. After the person serving as
Chief Executive Officer and President ceases to serve in such capacity, the
representative of the Murmann Family will be entitled to identify for
recommendation to the Issuer's board of directors a second independent
director candidate to replace the Chief Executive Officer and President.
Additionally, pursuant to the Holding Company Agreement, on May 3, 2000,
Jorgen Clausen became the Vice Chairman of the Issuer's board of directors.
At the time that Klaus H. Murmann ceases to act as Chairman of the Issuer's
board of directors and, in any event, no later than May 3, 2004, Jorgen
Clausen will become the Chairman of the Issuer's board of directors, holding
such office until, at the latest, March 31, 2008.
Further, pursuant to the Holding Company Agreement, on May 3, 2000, the
Certificate of Incorporation of the Issuer was amended to remove the
classifications of the Issuer's board of directors and to allow for removal
of directors without cause by the holders of a majority of the outstanding
shares of Sauer-Danfoss Common Stock. Accordingly, each director will serve
a one-year term. Also, pursuant to the Holding Company Agreement, effective
May 3, 2000, the Bylaws of the Issuer were amended to provide that certain
material actions of the Issuer's board of directors will require the approval
of at least 80% of the fully constituted board of directors.
(e) As described more fully in Item 3 and Item 4(a) above, on May 3, 2000,
the Issuer issued 16,149,812 shares of Sauer-Danfoss Common Stock to the
Holding Company and 2,250,000 to the limited partners under the Silent
Partnership Agreement. Additionally, upon consummation of the Secondary
Acquisition, the Issuer is expected to issue between 2,000,000 and 3,000,000
shares of Sauer-Danfoss Common Stock. Because the number of shares of Sauer-
Danfoss Common Stock to be issued to the Holding Company in connection with
the Transaction, when added to the number of shares of Sauer-Danfoss Common
Stock currently outstanding, were expected to exceed the 45,000,000 shares of
Sauer-Danfoss Common Stock previously authorized, on May 3, 2000, the Issuer
amended its Certificate of Incorporation to increase the number of authorized
shares of Sauer-Danfoss Common Stock by 30,000,000 from 45,000,000 to
75,000,000.
(f) Not applicable.
(g) Except as set forth in Item 4(d) above, not applicable.
(h)-(i) Not applicable.
(j) Except as set forth above, neither the Reporting Persons nor the
Danfoss Control Persons currently have any plans or proposals which relate to
or would result in any of the actions described in, or similar to, the
actions enumerated in Items 4(a) - (j) of Schedule 13D (although the
Reporting Persons and the Danfoss Control Persons reserve the right to
develop such plans).
Item 5. Interest in Securities of the Issuer
1. The Holding Company
(a) The Holding Company may be deemed to beneficially own 33,324,812
shares of Sauer-Danfoss Common Stock. Such ownership represents 73.5% of
the outstanding shares of the Issuer. The Holding Company disclaims
beneficial ownership of 4,900,000 shares of Sauer-Danfoss Common Stock
beneficially owned by Murmann KG and 1,912,500 shares of Sauer-Danfoss Common
Stock beneficially owned by Murmann GmbH. Other than as indicated in
Schedule I, to the knowledge of the Holding Company, no shares of Sauer-
Danfoss Common Stock are beneficially owned by any of the persons listed on
Schedule I associated with the Holding Company.
(b) Number of shares as to which the Holding Company has:
(i) sole power to vote or to direct the vote: 26,512,312
(ii) shared power to vote or to direct the vote: 6,812,500
(The Holding Company disclaims beneficial ownership of all of these shares.)
(iii) sole power to dispose or to direct the disposition of: 16,150,812
(iv) shared power to dispose or direct the disposition of: 6,812,500
(The Holding Company disclaims beneficial ownership of all of these shares.)
(c) Except for the transactions described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by the Holding Company or any of the persons named on Schedule I
related to the Holding Company.
(d)-(e) Not applicable.
2. Klaus H. Murmann
(a) Klaus H. Murmann may be deemed to beneficially own 34,090,537 shares
of Sauer-Danfoss Common Stock. Such ownership represents 75.2% of the
outstanding shares of the Issuer. Klaus H. Murmann disclaims beneficial
ownership of 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i)
4,900,000 are beneficially owned by Murmann KG, (ii) 10,474,000 are
beneficially owned by Sauer GmbH (10,361,500 of which may be deemed
beneficially owned by the Holding Company), (iii) 1,912,500 are beneficially
owned by Murmann GmbH, (iv) 16,150,812 are beneficially owned by the Holding
Company, and (v) 525,000 are beneficially owned by EMF. Klaus H. Murmann is
a general partner of Murmann KG. Murmann GmbH is a wholly owned subsidiary
of Murmann KG and Sauer GmbH and EMF are wholly owned subsidiaries of Murmann
GmbH. The Holding Company is owned by Danfoss and Murmann GmbH.
(b) 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: 33,962,312
(Klaus H. Murmann disclaims beneficial ownership of all of these shares.)
(iii) sole power to dispose or to direct the disposition of: 128,225
(iv) shared power to dispose or to direct the disposition of: 33,962,312
(Klaus H. Murmann disclaims beneficial ownership of all of these shares.)
(c) Except for the transactions described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Klaus H. Murmann.
(d)-(e) Not applicable.
3. Murmann KG
(a) Murmann KG may be deemed to beneficially own 33,962,312 shares of
Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Murmann KG disclaims beneficial ownership
of 29,062,312 shares of Sauer-Danfoss Common Stock, of which (i) 10,474,000
are beneficially owned by Sauer GmbH (10,361,500 of which may be deemed
beneficially owned by the Holding Company), (ii) 1,912,500 are beneficially
owned by Murmann GmbH, (iii) 16,150,812 are beneficially owned by the Holding
Company, and (iv) 525,000 are beneficially owned by EMF. Murmann GmbH is a
wholly owned subsidiary of Murmann KG. EMF and Sauer GmbH are wholly owned
subsidiaries of Murmann GmbH. The Holding Company is owned by Danfoss and
Murmann GmbH. Other than as indicated in Schedule I, to the knowledge of
Murmann KG, no shares of Sauer-Danfoss Common Stock are beneficially owned
by any of the persons listed on Schedule I associated with Murmann KG.
(b) Number of shares as to which Murmann KG has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 33,962,312
(Murmann KG disclaims beneficial ownership of 29,062,312 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: 33,962,312
(Murmann KG disclaims beneficial ownership of 29,062,312 of these shares.)
(c) Except for the transactions described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Murmann KG or any of the persons named on Schedule I associated
with Murmann KG.
(d)-(e) Not applicable.
4. Murmann GmbH
(a) Murmann GmbH may be deemed to beneficially own 29,062,312 shares of
Sauer-Danfoss Common Stock. Such ownership represents 64.1% of the
outstanding shares of the Issuer. Murmann GmbH disclaims beneficial ownership
of 27,149,812 shares of which (i) 10,474,000 are beneficially owned by Sauer
GmbH (10,361,500 of which may be deemed beneficially owned by the Holding
Company), (ii) 16,150,812 are beneficially owned by the Holding Company, and
(iii) 525,000 are beneficially owned by EMF. EMF and Sauer GmbH are wholly
owned subsidiaries of Murmann GmbH. The Holding Company is owned by Murmann
GmbH and Danfoss. Other than as indicated in Schedule I, to the knowledge of
Murmann GmbH, no shares of Sauer-Danfoss Common Stock are beneficially owned
by any of the persons listed on Schedule I associated with Murmann GmbH.
(b) Number of shares as to which Murmann GmbH has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 29,062,312
(Murmann GmbH disclaims beneficial ownership of 27,149,812 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: 29,062,312
(Murmann GmbH disclaims beneficial ownership of 27,149,812 of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Murmann GmbH or any of the persons named on Schedule I associated
with Murmann GmbH.
(d)-(e) Not applicable.
5. Sauer GmbH
(a) Sauer GmbH beneficially owns 10,474,000 shares of Sauer-Danfoss Common
Stock, of which 10,361,500 may be deemed beneficially owned by the Holding
Company. Such ownership represents approximately 23.1% of the outstanding
shares of the Issuer. Other than as indicated in Schedule I, to the knowledge
of Sauer GmbH, no shares of Sauer-Danfoss Common Stock are beneficially owned
by any of the persons listed on Schedule I associated with Sauer GmbH.
(b) Number of shares as to which Sauer GmbH has:
(i) sole power to vote or to direct the vote: 112,500
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 10,474,000
(iv) shared power to dispose or to direct the disposition of: 0
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Sauer GmbH or any of the persons named on Schedule I associated
with Sauer GmbH.
(d)-(e) Not applicable.
6. EMF
(a) EMF beneficially owns 525,000 shares of Sauer-Danfoss Common Stock.
Such ownership represents approximately 1.2% of the outstanding shares of the
Issuer. Other than as indicated in Schedule I, to the knowledge of EMF, no
shares of Sauer-Danfoss Common Stock are beneficially owned by any of the
persons listed on Schedule I associated with EMF.
(b) Number of shares as to which EMF has:
(i) sole power to vote or to direct the vote: 525,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 525,000
(iv) shared power to dispose or to direct the disposition of: 0
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by EMF or any of the persons named on Schedule I associated with EMF.
(d)-(e) Not applicable.
7. Hannelore Murmann
(a) Hannelore Murmann may be deemed to beneficially own 34,229,412 shares
of Sauer-Danfoss Common Stock. Such ownership represents 75.5% of the
outstanding shares of the Issuer. Hannelore Murmann disclaims beneficial
ownership of 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i)
4,900,000 are beneficially owned by Murmann KG, (ii) 10,474,000 are
beneficially owned by Sauer GmbH (10,361,500 of which may be deemed
beneficially owned by the Holding Company), (iii) 1,912,500 are beneficially
owned by Murmann GmbH, (iv) 16,150,812 are beneficially owned by the Holding
Company, and (v) 525,000 are beneficially owned by EMF.
(b) Number of shares as to which Hannelore Murmann has:
(i) sole power to vote or to direct the vote: 267,100
(ii) shared power to vote or to direct the vote: 33,962,312
(Hannelore Murmann disclaims beneficial ownership of all of these shares.)
(iii) sole power to dispose or to direct the disposition of: 267,100
(iv) shared power to dispose or to direct the disposition of: 33,962,312
(Hannelore Murmann disclaims beneficial ownership of all of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Hannelore Murmann.
(d)-(e) Not applicable.
8. Sven Murmann
(a) Sven Murmann may be deemed to beneficially own 33,964,312 shares of
Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Sven Murmann disclaims beneficial ownership
of 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i) 4,900,000
are beneficially owned by Murmann KG, (ii) 10,474,000 are beneficially owned
by Sauer GmbH (10,361,500 of which may be deemed beneficially owned by the
Holding Company) (iii) 1,912,500 are beneficially owned by Murmann GmbH, (iv)
16,150,812 are beneficially owned by the Holding Company, and (v) 525,000 are
beneficially owned by EMF.
(b) Number of shares as to which Sven Murmann has:
(i) sole power to vote or to direct the vote: 2,000
(ii) shared power to vote or to direct the vote: 33,962,312
(Sven Murmann disclaims beneficial ownership of all of these shares.)
(iii) sole power to dispose or to direct the disposition of: 2,000
(iv) shared power to dispose or to direct the disposition of: 33,962,312
(Sven Murmann disclaims beneficial ownership of all of these shares.)
(c) Pursuant to the Issuer's Non-Employee Director Stock Option and
Restricted Stock Plan, on May 3, 2000, Sven Murmann received a grant of 1,000
restricted shares of Sauer-Danfoss Common Stock. Except for the transactions
described in this Schedule 13D, no transactions in securities of the Issuer
have been effected during the last 60 days by Sven Murmann.
(d)-(e) Not applicable.
9. Nicola Keim
(a) Nicola Keim may be deemed to beneficially own 33,964,312 shares of
Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Nicola Keim disclaims beneficial ownership
of 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i) 4,900,000
are beneficially owned by Murmann KG, (ii) 10,474,000 are beneficially owned
by Sauer GmbH (10,361,500 of which may be deemed beneficially owned by the
Holding Company), (iii) 1,912,500 are beneficially owned by Murmann GmbH, (iv)
16,150,812 are beneficially owned by the Holding Company, and (v) 525,000 are
beneficially owned by EMF.
(b) Number of shares as to which Nicola Keim has:
(i) sole power to vote or to direct the vote: 2,000
(ii) shared power to vote or to direct the vote: 33,962,312
(Nicola Keim disclaims beneficial ownership of all of these shares.)
(iii) sole power to dispose or to direct the disposition of: 2,000
(iv) shared power to dispose or to direct the disposition of: 33,962,312
(Nicola Keim disclaims beneficial ownership of all of these shares.)
(c) Pursuant to the Issuer's Non-Employee Director Stock Option and
Restricted Stock Plan, on May 3, 2000, Nicola Keim received a grant of 1,000
restricted shares of Sauer-Danfoss Common Stock. Except for the transactions
described in this Schedule 13D, no transactions in securities of the Issuer
have been effected during the last 60 days by Nicola Keim.
(d)-(e) Not applicable.
10. Ulrike Murmann-Knuth
(a) Ulrike Murmann-Knuth may be deemed to beneficially own 33,962,312
shares of Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Ulrike Murmann-Knuth disclaims beneficial
ownership of all 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i)
4,900,000 are beneficially owned by Murmann KG, (ii) 10,474,000 are
beneficially owned by Sauer GmbH (10,361,500 of which may be deemed
beneficially owned by the Holding Company), (iii) 1,912,500 are beneficially
owned by Murmann GmbH, (iv) 16,150,812 are beneficially owned by the Holding
Company, and (v) 525,000 are beneficially owned by EMF.
(b) Number of shares as to which Ulrike Murmann-Knuth has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 33,962,312
(Ulrike Murmann-Knuth disclaims beneficial ownership of all 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: 33,962,312
(Ulrike Murmann-Knuth disclaims beneficial ownership of all of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Ulrike Murmann-Knuth.
(d)-(e) Not applicable.
11. Jan Murmann
(a) Jan Murmann may be deemed to beneficially own 33,962,312 shares of
Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Jan Murmann disclaims beneficial ownership
of all 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i) 4,900,000
are beneficially owned by Murmann KG, (ii) 10,474,000 are beneficially owned
by Sauer GmbH (10,361,500 of which may be deemed beneficially owned by the
Holding Company), (iii) 1,912,500 are beneficially owned by Murmann GmbH, (iv)
16,150,812 are beneficially owned by the Holding Company, and (v) 525,000 are
beneficially owned by EMF.
(b) 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: 33,962,312
(Jan Murmann disclaims beneficial ownership of all 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: 33,962,312
(Jan Murmann disclaims beneficial ownership of all of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Jan Murmann.
(d)-(e) Not applicable.
12. Anja Murmann
(a) Anja Murmann may be deemed to beneficially own 33,962,312 shares of
Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Anja Murmann disclaims beneficial ownership
of all 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i) 4,900,000
are beneficially owned by Murmann KG, (ii) 10,474,000 are beneficially owned
by Sauer GmbH (10,361,500 of which may be deemed beneficially owned by the
Holding Company), (iii) 1,912,500 are beneficially owned by Murmann GmbH, (iv)
16,150,812 are beneficially owned by the Holding Company, and (v) 525,000 are
beneficially owned by EMF.
(b) 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: 33,962,312
(Anja Murmann disclaims beneficial ownership of all 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: 33,962,312
(Anja Murmann disclaims beneficial ownership of all of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Anja Murmann.
(d)-(e) Not applicable.
13. Christa Zoellner
(a) Christa Zoellner may be deemed to beneficially own 33,962,312 shares
of Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Christa Zoellner disclaims beneficial
ownership of all 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i)
4,900,000 are beneficially owned by Murmann KG, (ii) 10,474,000 are
beneficially owned by Sauer GmbH (10,361,500 of which may be deemed
beneficially owned by the Holding Company), (iii) 1,912,500 are beneficially
owned by Murmann GmbH, (iv) 16,150,812 are beneficially owned by the Holding
Company, and (v) 525,000 are beneficially owned by EMF.
(b) Number of shares as to which Christa Zoellner has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 33,962,312
(Christa Zoellner disclaims beneficial ownership of all 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: 33,962,312
(Christa Zoellner disclaims beneficial ownership of all of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Christa Zoellner.
(d)-(e) Not applicable.
14. Britta Zoellner
(a) Britta Zoellner may be deemed to beneficially own 33,962,312 shares
of Sauer-Danfoss Common Stock. Such ownership represents 75.0% of the
outstanding shares of the Issuer. Britta Zoellner disclaims beneficial
ownership of all 33,962,312 shares of Sauer-Danfoss Common Stock, of which (i)
4,900,000 are beneficially owned by Murmann KG, (ii) 10,474,000 are
beneficially owned by Sauer GmbH (10,361,500 of which may be deemed
beneficially owned by the Holding Company), (iii) 1,912,500 are beneficially
owned by Murmann GmbH, (iv) 16,150,812 are beneficially owned by the Holding
Company, and (v) 525,000 are beneficially owned by EMF.
(b) Number of shares as to which Britta Zoellner has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 33,962,312
(Britta Zoellner disclaims beneficial ownership of all 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: 33,962,312
(Britta Zoellner disclaims beneficial ownership of all of these shares.)
(c) Except for the transaction described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Britta Zoellner.
(d)-(e) Not applicable.
15. Danfoss
(a) Danfoss may be deemed to beneficially own 33,324,812 shares of
Sauer-Danfoss Common Stock, representing approximately 73.5% of the
outstanding shares of the Issuer. Danfoss disclaims beneficial ownership of
all 33,324,812 shares of Sauer-Danfoss Common Stock. Other than as described
herein or indicated in Schedule I, to the knowledge of Danfoss, no shares of
Sauer-Danfoss Common Stock are beneficially owned by any of the persons listed
on Schedule I associated with Danfoss.
Other than as described herein or indicated in Schedule II, to the knowledge
of Danfoss, no shares of Sauer Common Stock are beneficially owned by any
persons listed on Schedule II associated with the Danfoss Control Entity.
Jorgen Clausen, President, Chief Executive Officer and a director of Danfoss,
beneficially owns 59,000 shares of Sauer-Danfoss Common Stock, representing
approximately 0.1% of the outstanding shares of Sauer-Danfoss Common Stock.
Jorgen Clausen has the sole power to vote, direct the vote, dispose or direct
the disposition of such shares of Sauer-Danfoss Common Stock. Jorgen Clausen
does not share the power to vote, direct the vote, dispose or direct the
disposition of such shares of Sauer-Danfoss Common Stock.
(b) Number of shares to which Danfoss has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 33,324,812
(Danfoss disclaims beneficial ownership of all 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: 33,324,812
(Danfoss disclaims beneficial ownership of all of these shares.)
(c) Pursuant to the Issuer's Non-Employee Director Stock Option and
Restricted Stock Plan, on May 3, 2000, each of Jorgen Clausen, Hans Kirk and
Ole Steen Andersen received a grant of 1,000 shares of Sauer-Danfoss Common
Stock. Except for the transactions described in this Schedule 13D, no
transactions in securities of the Issuer have been effected during the last
60 days by Danfoss, any of the persons named on Schedule I associated with
Danfoss or any of the persons named on Schedule II associated with the Danfoss
Control Entity.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than the Stock Exchange Agreement and the Holding Company Agreement, to
the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect
to any securities of the Issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantors of profit, division of profit
or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)
Exhibit B - Stock Exchange Agreement, dated as of January 22, 2000, among
Danfoss Murmann Holding A/S, Sauer Inc., Danfoss A/S and K. Murmann
Verwaltungsgesellschaft mbH*
Exhibit C - Joint Venture Agreement, dated January 22, 2000, among K.
Murmann Verwaltungsgesellschaft mbH, Danfoss A/S and Danfoss Murmann Holding
A/S**
Exhibit D - Amendment to Joint Venture Agreement, dated February 22, 2000,
among K. Murmann Verwaltungsgesellschaft mbH, Danfoss A/S and Danfoss Murmann
Holding A/S**
__________________________
* Incorporated herein by reference to the Schedule 14A of the Issuer
filed with the Securities and Exchange Commission on March 28, 2000.
** Incorporated herein by reference to the Schedule 13D filed by the
Reporting Persons with the Securities and Exchange Commission on March 3,
2000.
<PAGE>
page
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.
Danfoss Murmann
Holding A/S
Dated: May 19, 2000 By: Nicola Keim
Name: Nicola Keim
Title: Member of
Management Board
By: Ole Steen Andersen
Name:Ole Steen Andersen
Title: Member of
Management Board
Dated: May 19, 2000 Klaus H. Murmann
Klaus H. Murmann
Klaus Murmann & Co. KG
Dated: May 19, 2000 By: Klaus H. Murmann
Name: Klaus H. Murmann
Title: General Partner
K. Murmann
Verwaltungsgeselle-
schaft mbH
Dated: May 19, 2000 By: Klaus H. Murmann
Name: Klaus H. Murmann
Title: Director
Sauer GmbH
Dated: May 19, 2000 By: Klaus H. Murmann
Name: Klaus H. Murmann
Title: Director
EMF Europaische
Marketing und
Finanzmanagement AG
Dated: May 19, 2000 By: Klaus H. Murmann
Name: Klaus H. Murmann
Title: Director
Hannelore Murmann
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Sven Murmann
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Nicola Keim
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Ulrike Murmann-Knuth
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Jan Murmann
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Anja Murmann
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Christa Zoellner
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Britta Zoellner
Dated: May 19, 2000 By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
* The Powers of Attorney signed by the filers above for whom Klaus H.
Murmann has signed as Attorney-in-Fact, except for Hannelore Murmann, were
previously filed with the Schedule 13G filed with the Securities and Exchange
Commission on February 15, 2000 and are hereby incorporated by reference
herein. The Power of Attorney signed by Hannelore Murmann for whom Klaus H.
Murmann has signed as attorney-in-fact is being filed herewith and is hereby
incorporated by reference herein.
<PAGE>
page
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.
Danfoss A/S
Dated: May 19, 2000 By: Ole Steen Andersen
Name: Ole Steen Andersen
Title: Chief Financial Officer
<PAGE>
page
Schedule I
Directors and Executive Officers
As of May 19, 2000
Corporation: Danfoss Murmann Holding A/S
<TABLE>
<S> <C> <C> <C>
Supervisory Board and Address Occupation Shares of Sauer-Danfoss Inc.
Citizenship Common Stock
Murmann, Dr. Klaus H. Krokamp 35, Chairman of *
Federal Republic of Germany 24539 Neumunster Sauer-Danfoss
Germany Inc.
Murmann, Dr. Sven Krokamp 35, Director *
Federal Republic of Germany 24539 Neumunster
Germany
Keim, Nicola Dr. Max-Strasse Not employed *
Federal Republic of Germany 1582031 Grunwald,
Kr. Munchen,
Germany
Clausen, Jorgen DK-6430 Nordborg President and Chief *
Kingdom of Denmark Denmark Executive Officer of
Danfoss A/S
Andersen, Ole Steen DK-6430 Nordborg Chief Financial 1,000 Common Shares
Kingdom of Denmark Denmark Officer of Danfoss
A/S
Kirk, Hans DK-6430 Nordborg Chief Operating 1,000 Common Shares
Kingdom of Denmark Denmark Officer of Danfoss
A/S
</TABLE>
<TABLE>
<S> <C> <C> <C>
Management Board and Address Occupation Shares of Sauer-
Citizenship Danfoss Inc.
Common Stock
Keim, Nicola Dr. Max-Strasse Not employed *
Federal Republic of Germany 1582031 Grunwald,
Kr. Munchen, Germany
Andersen, Ole Steen DK-6430 Nordborg Chief Financial 1,000 Common Shares
Kingdom of Denmark Denmark Officer of
Danfoss A/S
</TABLE>
Partnership: Klaus Murmann & Co. KG.
<TABLE>
<S> <C> <C> <C>
Directors and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Murmann, Dr. Klaus H. See information See information *
above above
Murmann, Dr. Hannelore See information See information *
above above
</TABLE>
<TABLE>
<S> <C> <C> <C>
Officers and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Hoffrichter, Jurgen Krokamp 35, Accountant 2,000 Common Shares
Federal Republic of Germany 24539 Neumunster,
Germany
Langrick, John N. Fuhlendorfer Weg 30 Director of 7,800 Common Shares
United Kingdom 24576 Bad Bramstedt Corporate
Finance- Sauer -
Danfoss GmbH &
Co./Chartered
Accountant
Renders, Dirk Krokamp 35, Procurist 100 Common Shares
Federal Republic of Germany 24539 Neumunster,
Germany
</TABLE>
Corporation: K. Murmann Verwaltungsgesellschaft mbH
<TABLE>
<S> <C> <C> <C>
Directors and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Murmann, Dr. Klaus H. See information above See information *
above
Murmann, Jan Krokamp 35 Director *
24539 Neumunster,
Germany
Murmann, Dr. Sven See information above See information *
above
</TABLE>
<TABLE>
<S> <C> <C> <C>
Officers and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Hoffrichter, Jurgen See information above See information See information
above above
Langrick, John N. See information above See information See information
above above
Renders, Dirk See information above See information See information
above above
</TABLE>
Corporation: Sauer GmbH
<TABLE>
<S> <C> <C> <C>
Directors and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Murmann, Dr. Klaus H. See information above See information *
above
</TABLE>
<TABLE>
<S> <C> <C> <C>
Officers and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Hoffrichter, Jurgen See information above See information See information
above above
Langrick, John N. See information above See information See information
above above
Renders, Dirk See information above See information See information
above above
</TABLE>
Corporation: EMF Europaische Marketing and Finanzmanagement
<TABLE>
<S> <C> <C> <C>
Directors and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Murmann, Dr. Klaus H. See information above See information *
above
Murmann, Dr. Sven See information above See information *
above
</TABLE>
<TABLE>
<S> <C> <C> <C>
Officers and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Langrick, John N. See information above See information See information
above above
Renders, Dirk See information above See information See information
above above
</TABLE>
Corporation: Danfoss A/S
<TABLE>
<S> <C> <C> <C>
Directors and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Birger Riisager Vigerslev Alle 77 President None
Kingdom of Denmark 2500 Valby
Denmark
Tom Kahler DK-2640 Hedehusene President and None
Kingdom of Denmark Denmark Chief Executive
Officer
Henrik E. Nyegaard Attemoseveg 15 Engineer None
Kingdom of Denmark 1840 Holte
Denmark
Peter M. Clausen DK-6430 Nordborg Vice President None
Kingdom of Denmark Denmark
Jorgen M. Clausen DK-6430 Nordborg President and 59,000 Common Shares
Kingdom of Denmark Denmark Chief Executive
Officer
Bente Skibsted DK-6430 Nordborg Director None
Kingdom of Denmark Denmark
Henning Wendelboe DK-6430 Nordborg Toolmaker None
Kingdom of Denmark Denmark
Bent M. Christensen DK-6430 Nordborg Blue Collar None
Kingdom of Denmark Denmark
Niels Chr. Jorgensen DK-6430 Nordborg Toolmaker None
Kingdom of Denmark Denmark
</TABLE>
<TABLE>
<S> <C> <C> <C>
Exec. Committee and Address Occupation Shares of Sauer-
Citizenship Danfoss Inc.
Common Stock
Jorgen M. Clausen See information above See information See information
above above
Hans Kirk DK-6430 Nordborg Chief Operating 1,000 Common Shares
Kingdom of Denmark Denmark Officer
Ole Steen Andersen DK-6430 Nordborg Chief Financial 1,000 Common Shares
Kingdom of Denmark Denmark Officer
</TABLE>
<PAGE>
page
Schedule II
Directors and Executive Officers
As of May 19, 2000
Corporation: Bitten & Mads Clausens Fond
<TABLE>
<S> <C> <C> <C>
Directors and Citizenship Address Occupation Shares of Sauer-
Danfoss Inc.
Common Stock
Birger Riisager See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Tom Kahler See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Henrik E. Nyegaard See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Peter M. Clausen See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Jorgen M. Clausen See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Bente Skibsted See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Henning Wendelboe See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Bent M. Christensen See information in See information See information
Kingdom of Denmark Schedule I in Schedule I in Schedule I
Arno Knopfli DK-6430 Nordborg Manager None
Kingdom of Denmark Denmark
</TABLE>
<PAGE>
page
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated May 19,
2000 ("Schedule 13D"), with respect to the Common Stock, par value $.01 per
share, of Sauer-Danfoss Inc. is, and any amendments thereto executed by each
of us shall be, filed on behalf of each of us pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, and that this Agreement shall be included as an Exhibit to
the Schedule 13D and each such amendment. Each of the undersigned agrees to
be responsible for the timely filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
itself contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this 19th
day of May, 2000.
Danfoss Murmann Holding A/S
By: Nicola Keim
Name: Nicola Keim
Title: Member of Management
Board
By: Ole Steen Andersen
Name: Ole Steen Andersen
Title: Member of Management
Board
Klaus H. Murmann
Klaus H. Murmann
Klaus Murmann & Co. KG
By: Klaus Murmann
Name: Klaus H. Murmann
Title: General Partner
K. Murmann
Verwaltungsgesellschaft mbH
By: Klaus Murmann
Name: Klaus H. Murmann
Title: Director
Sauer GmbH
By: Klaus Murmann
Name: Klaus H. Murmann
Title: Director
EMF Europaische Marketing
und Finanzmanagement AG
By: Klaus Murmann
Name: Klaus H. Murmann
Title: Director
Hannelore Murmann
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Sven Murmann
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Nicola Keim
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Ulrike Murmann-Knuth
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Jan Murmann
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Anja Murmann
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Christa Zoellner
By: *
Name: Klaus H. Murmann
Title: Attorney-in-fact
Britta Zoellner
Danfoss A/S
By: Ole Steen Andersen
Name: Ole Steen Andersen
Title: Chief Financial Officer
* The Powers of Attorney signed by the parties to this Joint Filing
Agreement for whom Klaus H. Murmann has signed as Attorney-in-Fact, except
for Hannelore Murmann, were previously filed with the Schedule 13G filed with
the Securities and Exchange Commission on February 15, 2000 and are hereby
incorporated by reference herein. The Power of Attorney signed by Hannelore
Murmann for whom Klaus H. Murmann has signed as attorney-in-fact is being
filed herewith and is hereby incorporated by reference herein.
<PAGE>
page
POWER OF ATTORNEY
This Statement confirms that the undersigned, Hannelore Murmann, has
authorized and designated Klaus H. Murmann to execute and file on the
undersigned's behalf all Schedules 13G and 13D (including any
amendments thereto) and all Joint Filing Agreements associated
therewith that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of Sauer-Danfoss Inc. The
authority of Klaus H. Murmann under this Statement shall continue
until the undersigned is no longer required to file Schedules 13G and
13D with regard to the undersigned's ownership of or transactions in
securities of Sauer-Danfoss Inc., unless earlier revoked in writing.
The undersigned acknowledges that Klaus H. Murmann is not assuming any
of the undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
Date: May 15, 2000 ______Hannelore Murmann______
Hannelore Murmann
