<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
AGCO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
AGCO CORPORATION
------------------------------------
ADDENDUM TO PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1998
------------------------------------
You previously have been mailed a notice of the Annual Meeting of
Stockholders of AGCO Corporation, a proxy card and a proxy statement discussing
the proposals which will be presented for stockholders' consideration at the
Annual Meeting.
Enclosed are replacement pages for pages 9 and 10 of the proxy statement.
Except for changes reflected on the enclosed pages, there has been no change in
the proposals to be considered by the stockholders at the Annual Meeting or the
date and time of the Annual Meeting.
IF YOU HAVE NOT YET MAILED YOUR PROXY, PLEASE MARK AND EXECUTE YOUR PROXY
AND RETURN IT PROMPTLY. IN ADDITION, ANY PROXY SIGNED AND RETURNED BY YOU MAY BE
REVOKED AT ANY TIME BEFORE IT IS VOTED BY SIGNING AND DULY DELIVERING A PROXY
BEARING A LATER DATE OR BY ATTENDANCE AT THE MEETING AND VOTING IN PERSON.
<PAGE> 3
ADDENDUM
THIS PAGE REPLACES PAGE 9 OF THE AGCO CORPORATION PROXY STATEMENT.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth certain information as of March 10, 1998
regarding persons or groups known to the Company who are, or may be deemed to
be, the beneficial owner of more than five percent of the Company's Common
Stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS(1)
- ------------------- ------------- --------
<S> <C> <C>
Neuberger & Berman, LLC(2).................................. 6,769,730 10.7%
605 Third Ave.
New York, New York 10158-3698
Neuberger & Berman Guardian Portfolio(2).................... 3,126,001 5.0%
605 Third Ave.
New York, New York 10158-3698
Pioneering Management Corporation(3)........................ 6,262,500 9.9%
60 State Street
Boston, Massachusetts 02109
Franklin Resources, Inc.(4)................................. 5,749,630 9.1%
777 Mariners Island Boulevard
San Mateo, California 94404
Charles B. Johnson(4)....................................... 5,749,630 9.1%
777 Mariners Island Boulevard
San Mateo, California 94404
Rupert H. Johnson, Jr.(4)................................... 5,749,630 9.1%
777 Mariners Island Boulevard
San Mateo, California 94404
Templeton Global Advisors Limited(4)........................ 5,749,630 9.1%
Lyford Cay
P.O. Box N-7759
Nassau, Bahamas
</TABLE>
- ---------------
(1) Based on 62,991,311 shares of Common Stock outstanding on March 10, 1998.
(2) The shares listed as beneficially owned by Neuberger & Berman, LLC are the
total number of shares held as of December 31, 1997 in its capacity as
investment advisor. The shares listed as beneficially owned by Neuberger &
Berman Guardian Portfolio, a series of Equity Managers Trust, for which
Neuberger & Berman, LLC and Neuberger & Berman Management Inc. serve as
sub-adviser and investment manager, respectively, are the total number of
shares held as of December 31, 1997. Neuberger & Berman, LLC has sole voting
power with respect to 47,830 of the shares beneficially owned by it, shared
voting power with respect to 6,690,800 of such shares and shared dispositive
power with respect to 6,769,730 of such shares. The shares listed as
beneficially owned by Neuberger & Berman, LLC do not include 200 shares
owned by principals of Neuberger & Berman, LLC as to which it disclaims
beneficial ownership. Neuberger & Berman Guardian Portfolio has shared
voting power and dispositive power with respect to 3,126,001 of the shares
beneficially owned by it. The information regarding Neuberger & Berman, LLC
and Neuberger & Berman Guardian Portfolio is presented in reliance upon a
Schedule 13G filed by them with the Commission on or about February 4, 1998.
(3) The shares listed as beneficially owned by Pioneering Management Corporation
("Pioneering") are the total number of shares held as of December 31, 1997
in its capacity as investment advisor. Pioneering has
9
<PAGE> 4
THIS PAGE REPLACES PAGE 10 OF THE AGCO CORPORATION PROXY STATEMENT.
sole voting power and sole dispositive power with respect to all 6,262,500
shares. The information regarding Pioneering is presented in reliance upon a
Schedule 13G filed by Pioneering with the Commission on or about January 5,
1998.
(4) The shares listed as beneficially owned by Franklin Resources, Inc. ("FRI")
are the total number of shares held as of December 31, 1997 in its capacity
as the parent holding company of Templeton Global Advisors Limited
("Templeton"). The shares listed as beneficially owned by Templeton are the
total number of shares held as of December 31, 1997 in its capacity as
investment advisor. Such shares are deemed to be beneficially owned by
Charles B. Johnson and Rupert H. Johnson, Jr., each of whom is a principal
shareholder of FRI. Templeton has sole voting power and dispositive power
with respect to all of the 5,749,630 shares deemed to be beneficially owned
by it. The information regarding the FRI Persons is presented in reliance
upon a Schedule 13G filed by them with the Commission on or about January
26, 1998.
The following table sets forth certain information as of March 10, 1998
with respect to the beneficial ownership of the Company's Common Stock by the
Company's directors, Chairman, Chief Executive Officer and the other four most
highly compensated executive officers of the Company and all executive officers
and directors as a group. Unless otherwise indicated in the footnotes, each such
individual has sole voting and investment power with respect to the shares set
forth in the table.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
OWNERSHIP PERCENT OF
NAME OF BENEFICIAL OWNER (1)(2)(3) CLASS(4)
- ------------------------ ---------- ----------
<S> <C> <C>
Robert J. Ratliff(5)........................................ 980,202 1.6%
Henry J. Claycamp........................................... 21,048 *
William H. Fike............................................. 7,500 *
Gerald B. Johanneson........................................ 7,500 *
Richard P. Johnston(6)...................................... 109,500 *
Anthony Loehnis............................................. 1,000 *
Alan S. McDowell(7)......................................... 60,656 *
Hamilton Robinson(8)........................................ 51,954 *
Wolfgang Sauer.............................................. -- *
Thomas Wyman................................................ 1,200 *
John M. Shumejda............................................ 362,093 *
J-P Richard(9).............................................. 45,790 *
James M. Seaver............................................. 225,013 *
Daniel H. Hazelton.......................................... 163,500 *
Chris E. Perkins............................................ 52,100 *
All executive officers and directors as a group (26
persons)(10).............................................. 2,849,475 4.5%
</TABLE>
- ---------------
* Less than one percent.
(1) Includes shares which may be purchased upon exercise of options which are
exercisable as of March 10, 1998 or become exercisable within 60 days
thereafter, for the following individuals: Mr. Fike -- 3,000; Mr.
Johanneson -- 4,000; Mr. Perkins -- 14,100; Mr. Ratliff -- 9,000; executive
officers and directors as a group -- 75,155.
10
