SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2000
SAUER-DANFOSS 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 jurisdiction File Number (I.R.S. Employer
of incorporation) Identification No.)
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2800 EAST 13TH STREET
AMES, IOWA 50010
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(Address of principal executive offices)
Registrant's telephone number, including area code: (515) 239-6000
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ITEM 4. Changes in Registrant's Certifying Accountant
On June 23, 2000, Sauer-Danfoss Inc. (the "Company") dismissed its
independent auditor, Arthur Andersen LLP, and appointed KPMG LLP as its new
independent auditor. The decision to change the Company's auditor was
recommended by the Audit Committee of the Company's Board of Directors and
approved by the Company's Board of Directors.
The reports of Arthur Andersen LLP on the Company's financial statements
for the past two years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During the Company's last two fiscal years and the subsequent interim
period to the date hereof, there were no disagreements between the Company
and Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen LLP,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.
The Company has requested Arthur Andersen LLP to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements made by the Company. A copy of such letter,
dated June ____, 2000, is filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Arthur Andersen LLP dated June ___, 2000.
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 hereto duly authorized.
SAUER-DANFOSS INC.
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Kenneth D. McCuskey, Vice President-
Finance and Treasurer
Dated: June 29, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
16.1 Letter from Arthur Andersen LLP dated June ___, 2000
-1-
WORD 550426\1