<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
SAUER INC.
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(Name of Registrant as Specified in its Charter)
SAUER INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
Danfoss Fluid Power A/S common stock, par value DKK 100 per share
Danfoss Fluid Power Inc. common stock, no par value per share
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(2) Aggregate number of securities to which transaction applies:
500,000 shares of Danfoss Fluid Power A/S
100 shares of Danfoss Fluid Power Inc.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
$106,989,000*
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(4) Proposed maximum aggregate value of transaction:
$271,300,000
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(5) Total fee paid:
$21,397.80
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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* Based upon the book value of the securities of Danfoss Fluid Power A/S and
Danfoss Fluid Power Inc. (the "Danfoss Fluid Power Companies") as of
October 3, 1999 (the latest date for which financial statements are
currently available), computed by subtracting from Total Stockholders'
Equity for the Danfoss Fluid Power Companies the amount of long term debt
recorded by Danfoss A/S (the parent of the Danfoss Fluid Power Companies)
and attributable to the Danfoss Fluid Power Companies.
<PAGE>
April 12, 2000
Dear Fellow Stockholder:
We have previously sent to you proxy material for the Special Meeting of
Stockholders of Sauer Inc. to be held on May 3, 2000. YOUR BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL THREE PROPOSALS UNDER
CONSIDERATION.
Since approval of Proposal 3, regarding certain amendments to Sauer's
Certificate of Incorporation, requires the affirmative vote of at least 80%
of the outstanding stock, YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY OR HOW FEW SHARES YOU MAY OWN. If you have not already done so, please
vote TODAY by telephone, by Internet, or by signing and returning the
enclosed proxy card in the postage-paid envelope provided.
Thank you for your support.
Sincerely yours,
Klaus H. Murmann
Chairman and Chief Executive Officer
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IMPORTANT NOTE:
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THE INTERNET ADDRESS SHOWN ON THE PROXY CARD PREVIOUSLY SENT TO YOU WAS
MISPRINTED.
WE APOLOGIZE FOR ANY INCONVENIENCE.
TO VOTE VIA THE INTERNET, PLEASE REFER TO
THE CORRECT INTERNET ADDRESS SHOWN ON THE PROXY CARD ENCLOSED.
YOU ALSO HAVE THE OPTION OF VOTING BY TELEPHONE OR MAIL --
Simply follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE AT 1-888-750-5834, OR
CALL COLLECT AT 212-750-5833.
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WE URGE YOU TO CAREFULLY READ THE PROXY STATEMENT DATED MARCH 28, 2000 IN
ITS ENTIRETY. IF YOU HAVE NOT RECEIVED THE PROXY STATEMENT, PLEASE
CALL INNISFREE M&A INCORPORATED, WHO IS ASSISTING US IN THE
SOLICITATION, AT THE NUMBER SHOWN ABOVE.
<PAGE>
April 12, 2000
Dear Fellow Stockholder:
We have previously sent to you proxy material for the Special Meeting of
Stockholders of Sauer Inc. to be held on May 3, 2000. YOUR BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL THREE PROPOSALS UNDER
CONSIDERATION.
Since approval of Proposal 3, regarding certain amendments to Sauer's
Certificate of Incorporation, requires the affirmative vote of at least 80%
of the outstanding stock, YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY OR HOW FEW SHARES YOU MAY OWN. If you have not already done so, please
vote TODAY by telephone, by Internet, or by signing and returning the
enclosed proxy card in the postage-paid envelope provided.
Thank you for your support.
Sincerely yours,
Klaus H. Murmann
Chairman and Chief Executive Officer
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IMPORTANT NOTE:
----------------
REMEMBER, YOU CAN NOW VOTE BY TELEPHONE OR INTERNET --
Simply follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE AT 1-888-750-5834, OR
CALL COLLECT AT 212-750-5833.
- --------------------------------------------------------------------------------
WE URGE YOU TO CAREFULLY READ THE PROXY STATEMENT DATED MARCH 28, 2000 IN ITS
ENTIRETY. IF YOU HAVE NOT RECEIVED THE PROXY STATEMENT, PLEASE CALL
INNISFREE M&A INCORPORATED, WHO IS ASSISTING US IN THE
SOLICITATION, AT THE NUMBER SHOWN ABOVE.
