UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 001-14097
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-Q [ ] Form 20-F [X] Form 11-K
[ ] Form 10-K and Form 10-KSB [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: Sauer-Danfoss Employees' Savings and Retirement Plan
Former Name if Applicable
Address of Principal Executive Office (Street and Number): 2800 East 13th
Street
City, State and Zip Code: Ames, Iowa 50010
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense:
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
Registrant and the Registrant's auditor, KPMG LLP ("KPMG"), require
additional time to analyze information in order for KPMG to prepare
its audit report. Registrant expects KPMG to be able to analyze such
data and prepare its audit report by July 13, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Kenneth D. McCuskey 515 239-6364
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports)
been filed? If answer is no, identify the report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Plan Administrator, Sauer-Danfoss (US) Company, on behalf of the
registrant, Sauer-Danfoss Employees' Savings and Retirement Plan, has caused
this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Sauer-Danfoss (US) Company
Date: June 28, 2000 By: Kenneth D. McCuskey
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Name: Kenneth D. McCuskey
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Title: Vice President
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WORD 550252.1
