<PAGE>
UNITED STATES
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: April 12, 2000
Sauer Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 333-48299 36-3482074
- --------------- ------------- --------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2800 East 13th Street, Ames, Iowa 50010
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (515) 239-6000
Exhibit Index on Page 3
<PAGE>
2
Item 5. Other Events.
- ----------------------
This Current Report on Form 8-K is being filed for the purpose of
disclosing one press release filed as Exhibit 99.6 hereto and which is herein
incorporated by reference in its entirety.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Exhibit
No. Description
- ------- -----------
99.6 Press Release, dated March 30, 2000
</TABLE>
<PAGE>
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: April 12, 2000
By: /s/ Kenneth D. McCuskey
-----------------------------
Name: Kenneth D. McCuskey
Title: Secretary
<PAGE>
[LETTERHEAD]
PRESS RELEASE
FOR IMMEDIATE RELEASE
MARCH 30, 2000
SAUER INC. ANNOUNCES THAT PROPOSED COMBINATION WITH DANFOSS FLUID POWER
CLEARS U.S. AND GERMAN REGULATORY REVIEWS
AMES, IOWA, USA, MARCH 30, 2000--SAUER INC. (NYSE: SHS) today announced that its
proposed combination with Danfoss Fluid Power has cleared both U.S. and German
regulatory reviews necessary to complete the transaction. The transaction is
pending approval of Sauer Inc. stockholders.
Sauer received notice on March 15, 2000, from the German Cartel Office that its
pre-transaction notification filing received clearance for the transaction to
proceed.
In the United States, the 30-day waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without a
request for additional information. Sauer Inc. said the period for reviews by
the Federal Trade Commission and the Department of Justice expired at 11:59 p.m.
Eastern Standard Time on March 23, 2000.
Sauer Inc. and Danfoss A/S announced they had entered negotiations on September
14, 1999. The Boards of Directors of both Sauer Inc. and Danfoss A/S have
approved the transaction, a definitive agreement was entered into on January 22,
2000, and the stockholders of Sauer Inc. will vote on the combination at a
special meeting to be held May 3, 2000. The transaction, which is subject to
normal closing conditions, is expected to be completed shortly thereafter.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
KENNETH D. MCCUSKEY
Treasurer and Secretary
Sauer Inc.
Ames, Iowa, USA
(515) 239-6364
