-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rr3u6zR9ZEl5Kr9CXolYbHzbORWyMeU35km0fdr2PO5Di3QRGoR71R19bT7tvfo6 O2M7fmmFXfNtHWov59Gt+Q== 0001031323-99-000002.txt : 19990217 0001031323-99-000002.hdr.sgml : 19990217 ACCESSION NUMBER: 0001031323-99-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: ANJA MURMANN GROUP MEMBERS: BRITTA ZOLLNER GROUP MEMBERS: CHRISTA ZOLLNER GROUP MEMBERS: HANNELORE MURMANN GROUP MEMBERS: JAN MURMANN GROUP MEMBERS: K. MURMANN VERWALTUNGSGESELLSCHAFT MIT BESCHRANKTER HAFTUNG GROUP MEMBERS: KLAUS H. MURMANN GROUP MEMBERS: KLAUS MURMANN & CO. KG GROUP MEMBERS: MURMANN KLAUS H GROUP MEMBERS: NICOLA KEIM GROUP MEMBERS: SAUER GMBH GROUP MEMBERS: SVEN MURMANN GROUP MEMBERS: ULRIKE MURMANN-KNUTHE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAUER INC CENTRAL INDEX KEY: 0000865754 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 363482074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55771 FILM NUMBER: 99543049 BUSINESS ADDRESS: STREET 1: 2800 EAST 13TH STREET CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: 5152396000 MAIL ADDRESS: STREET 1: 2800 EAST 13TH STREET CITY: AMES STATE: IA ZIP: 50010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MURMANN KLAUS H CENTRAL INDEX KEY: 0001017665 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BISMARCKALLEE 24 STREET 2: D 24105 KIEL, GERMANY BUSINESS PHONE: 49431338481 MAIL ADDRESS: STREET 1: PO BOX 7003 STREET 2: D 24105 KIEL, GERMANY SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 SAUER INC. (Name of Issuer) Common Stock (Title of Class of Securities) 804 137 107 (CUSIP Number) May 11, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ X ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 30 Pages PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 2 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Klaus H. Murmann 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Klaus H. Murmann With: 5. Sole Voting Power: 128,225 6. Shared Voting Power: 15,262,500. Klaus H. Murmann disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 128,225 8. Shared Dispositive Power: 15,262,500. Klaus H. Murmann disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Klaus H. Murmann: 15,390,725. Klaus H. Murmann disclaims beneficial ownership of 15,262,500 of these shares, 4,900,000 of which are owned by Klaus Murmann & Co. KG, a German limited partnership ("Murmann KG"), in which Klaus H. Murmann is a general partner, and 10,362,500 of which are owned by Sauer GmbH, a German limited liability company, a wholly owned subsidiary of K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung, a German limited liability company ("Murmann VmbH"), which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 56.2% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 3 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Klaus Murmann & Co. KG ("Murmann KG") 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Murmann KG With: 5. Sole Voting Power: 4,900,000 6. Shared Voting Power: 10,362,500. Murmann KG disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 4,900,000 8. Shared Dispositive Power: 10,362,500. Murmann KG disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Murmann KG: 15,262,500. Murmann KG disclaims beneficial ownership of 10,362,500 of these shares, which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: PN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 4 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Sauer GmbH 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Sauer GmbH With: 5. Sole Voting Power: 10,362,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 10,362,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Sauer GmbH: 10,362,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 37.8% 12. Type of Reporting Person: CO PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 5 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung ("Murmann VmbH") 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Murmann VmbH With: 5. Sole Voting Power: 0 6. Shared Voting Power: 10,362,500. Murmann VmbH disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 10,362,500. Murmann VmbH disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Murmann VmbH: 10,362,050. Murmann VmbH disclaims beneficial ownership of these shares, all of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 37.8% 12. Type of Reporting Person: CO PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 6 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Hannelore Murmann 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Hannelore Murmann With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Hannelore Murmann disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Hannelore Murmann disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Hannelore Murmann: 15,262,500. Hannelore Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Hannelore Murmann is a general partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [X] The amount in row (9) excludes 128,225 shares owned by Klaus H. Murmann, Hannelore Murmann's husband, over which Hannelore Murmann has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 7 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Sven Murmann 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Sven Murmann With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Sven Murmann disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Sven Murmann disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Sven Murmann: 15,262,500. Sven Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Sven Murmann is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 8 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Nicola Keim 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Nicola Keim With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Nicola Keim disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Nicola Keim disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Nicola Keim: 15,262,500. Nicola Keim disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Nicola Keim is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 9 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Ulrike Murmann-Knuthe 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Ulrike Murmann-Knuthe With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Ulrike Murmann-Knuthe: 15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Ulrike Murmann-Knuthe is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 10 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Jan Murmann 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Jan Murmann With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Jan Murmann disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Jan Murmann disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Jan Murmann: 15,262,500. Jan Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Jan Murmann is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 11 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Anja Murmann 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Anja Murmann With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Anja Murmann disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Anja Murmann disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Anja Murmann: 15,262,500. Anja Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Anja Murmann is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 12 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Christa Zollner 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Christa Zollner With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Christa Zollner disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Christa Zollner disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Christa Zollner: 15,262,500. Christa Zollner disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Christa Zollner is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 13 of 30 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person: Britta Zollner 2. Check the Appropriate Box if a Member of a Group (a) [ x ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Germany Number of Shares Beneficially Owned by Britta Zollner With: 5. Sole Voting Power: 0 6. Shared Voting Power: 15,262,500. Britta Zollner disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 15,262,500. Britta Zollner disclaims beneficial ownership of these shares. 9. Aggregate Amount Beneficially Owned by Britta Zollner: 15,262,500. Britta Zollner disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Britta Zollner is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 55.7% 12. Type of Reporting Person: IN PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 14 of 30 Pages Item 1(a) Name of Issuer: Sauer Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 2800 East 13th Street Ames, Iowa 50010 and Krokamp 35 24539 Neumunster Federal Republic of Germany Item 2(a) Names of Persons Filing: Klaus H. Murmann Klaus Murmann & Co. KG Sauer GmbH K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung Hannelore Murmann Sven Murmann Nicola Keim Ulrike Murmann-Knuthe Jan Murmann Anja Murmann Christa Zollner Britta Zollner Item 2(b) Address of Principal Business Office or, if none, Residence: Klaus H. Murmann, Hannelore Murmann, Christa Zollner, and Britta Zollner reside at Bismarckallee 24, D 24105 Kiel, Germany. Sven Murmann resides at Freiestrasse 148b, CH-8032 Zurich, Switzerland. Nicola Keim resides at Dr. Max-Strasse 15, D 82031 Grunwald, Kr. Munchen, Germany. Ulrike Murmann-Knuthe resides at Hansastrasse 47, D-20144 Hamburg, Germany. Jan Murmann resides at 6, Rue de L'Agent Bailly, F75009, Paris, France. Anja Murmann resides at 532 E. 5th Street, Apt. 2, New York, New York 10009. Murmann & Co. KG, Sauer GmbH, and Murmann VmbH all have principal business offices at Krokamp 35, 24539 Neumunster, Federal Republic of Germany. PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 15 of 30 Pages Item 2(c) Citizenship: All reporting persons are citizens of the Federal Republic of Germany. Item 2(d) Title of Class of Securities: Common Stock of Sauer Inc. Item 2(e) CUSIP Number: 804 137 107 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 16 of 30 Pages If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership: This Schedule 13G is being filed by Murmann KG, a German limited partnership; Klaus H. Murmann, Hannelore Murmann, Sven Murmann, Nicola Keim, Ulrike Murmann-Knuthe, Jan Murmann, Anja Murmann, Christa Zollner, and Britta Zollner, all of Murmann KG's general and limited partners; Murmann VmbH, Murmann KG's wholly owned German limited liability company; and Sauer GmbH, a wholly owned subsidiary of Murmann VmbH. The total number of shares beneficially owned by the filers of this statement is 15,390,725. Of those shares, Klaus H. Murmann is the direct owner of 128,225 shares, as to which none of the other filers has any voting or dispositive power. 4,900,000 shares are directly owned by Murmann KG. The general and limited partners all may be deemed to be beneficial owners of these shares because, under German law, they all have some voting power in the partnership. The final 10,362,500 shares are owned directly by Sauer GmbH. Murmann VmbH, Murmann KG, and all the limited and general partners may be deemed to be beneficial owners of these shares. Therefore, Klaus H. Murmann may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,390,725. Klaus H. Murmann disclaims beneficial ownership of 15,262,500 of these shares, 4,900,000 of which are owned by Murmann KG, in which Klaus H. Murmann is a general partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 56.2% (c) Number of shares as to which Klaus H. Murmann has: (i) sole power to vote or to direct the vote: 128,225 (ii) shared power to vote or to direct the vote: 15,262,500. Klaus H. Murmann disclaims beneficial ownership of these shares. PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 17 of 30 Pages (iii) sole power to dispose or to direct the disposition of: 128,225 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Klaus H. Murmann disclaims beneficial ownership of these shares. Moreover, Murmann KG may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Murmann KG disclaims beneficial ownership of 10,362,500 of these shares, which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Murmann KG has: (i) sole power to vote or to direct the vote: 4,900,000 (ii) shared power to vote or to direct the vote: 10,362,500. Murmann KG disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 4,900,000 (iv) shared power to dispose or to direct the disposition of: 10,362,500. Murmann KG disclaims beneficial ownership of these shares. Moreover, Sauer GmbH may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 10,362,500. (b) Percent of Class: 37.8% (c) Number of shares as to which Sauer GmbH has: (i) sole power to vote or to direct the vote: 10,362,500 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 10,362,500 (iv) shared power to dispose or to direct the disposition of: 0 PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 18 of 30 Pages Moreover, Murmann VmbH may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 10,362,500. Murmann VmbH disclaims beneficial ownership of these shares, which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH. (b) Percent of Class: 37.8% (c) Number of shares as to which Murmann VmbH has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 10,362,500. Murmann VmbH disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 10,362,500. Murmann VmbH disclaims beneficial ownership of these shares. Moreover, Hannelore Murmann may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Hannelore Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Hannelore Murmann is a general partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Hannelore Murmann has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Hannelore Murmann disclaims beneficial ownership of these shares. PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 19 of 30 Pages (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Hannelore Murmann disclaims beneficial ownership of these shares. Moreover, Sven Murmann may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Sven Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Sven Murmann is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Sven Murmann has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Sven Murmann disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Sven Murmann disclaims beneficial ownership of these shares. Moreover, Nicola Keim may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Nicola Keim disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Nicola Keim is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Nicola Keim has: (i) sole power to vote or to direct the vote: 0 PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 20 of 30 Pages (ii) shared power to vote or to direct the vote: 15,262,500. Nicola Keim disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Nicola Keim disclaims beneficial ownership of these shares. Moreover, Ulrike Murmann-Knuthe may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Ulrike Murmann-Knuthe is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Ulrike Murmann-Knuthe has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Ulrike Murmann-Knuthe disclaims beneficial ownership of these shares. Moreover, Jan Murmann may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Jan Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Jan Murmann is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 21 of 30 Pages (c) Number of shares as to which Jan Murmann has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Jan Murmann disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Jan Murmann disclaims beneficial ownership of these shares. Moreover, Anja Murmann may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Anja Murmann disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Anja Murmann is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Anja Murmann has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Anja Murmann disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Anja Murmann disclaims beneficial ownership of these shares. Moreover, Christa Zollner may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Christa Zollner disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Christa Zollner is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 22 of 30 Pages (b) Percent of Class: 55.7% (c) Number of shares as to which Christa Zollner has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Christa Zollner disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Christa Zollner disclaims beneficial ownership of these shares. Moreover, Britta Zollner may be deemed to be the beneficial owner of Sauer Inc. Common Stock as follows: (a) Amount Beneficially Owned: 15,262,500. Britta Zollner disclaims beneficial ownership of these shares, 4,900,000 of which are owned by Murmann KG, in which Britta Zollner is a limited partner, and 10,362,500 of which are owned by Sauer GmbH, a wholly owned subsidiary of Murmann VmbH, which is wholly owned by Murmann KG. (b) Percent of Class: 55.7% (c) Number of shares as to which Britta Zollner has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 15,262,500. Britta Zollner disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 15,262,500. Britta Zollner disclaims beneficial ownership of these shares. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable. PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 23 of 30 Pages Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members of the Group: See Exhibit A attached hereto. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: Not Applicable. PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 24 of 30 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 16, 1999 Klaus H. Murmann ____________________________ Klaus H. Murmann Sauer GmbH Date: February 16, 1999 Klaus H. Murmann By___________________________ Klaus H. Murmann, principal Klaus Murmann & Co. KG Date: February 16, 1999 Klaus H. Murmann By___________________________ Klaus H. Murmann, general partner K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung Date: February 16, 1999 Klaus H. Murmann By___________________________ Klaus H. Murmann, principal Date: February 16, 1999 Hannelore Murmann _____________________________ Hannelore Murmann Date: February 16, 1999 Sven Murmann _____________________________ Sven Murmann Date: February 16, 1999 Nicola Keim _____________________________ Nicola Keim PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 25 of 30 Pages Date: February 16, 1999 Ulrike Murmann-Knuthe _____________________________ Ulrike Murmann-Knuthe Date: February 16, 1999 Jan Murmann _____________________________ Jan Murmann Date: February 16, 1999 Anja Murmann _____________________________ Anja Murmann Date: February 16, 1999 Christa Zollner _____________________________ Christa Zollner Date: February 16, 1999 Britta Zollner _____________________________ Britta Zollner PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 26 of 30 Pages EXHIBIT INDEX Exhibit Document Page No. A Indemnification of Members of Group 27 B Joint Filing Agreement 29 PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 27 of 30 Pages EXHIBIT A Klaus H. Murmann Bismarckallee 24 D 24105 Kiel Germany Sauer GmbH Krokamp 35 24539 Neumunster Federal Republic of Germany Klaus Murmann & Co. KG Krokamp 35 24539 Neumunster Federal Republic of Germany K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung Krokamp 35 24539 Neumunster Federal Republic of Germany Hannelore Murmann Bismarckallee 24 D 24105 Kiel Germany Sven Murmann Freiestrasse 148b CH-8032 Zurich Switzerland Nicola Keim Dr. Max-Strasse 15 D 82031 Grunwald Kr. Munchen Germany Ulrike Murmann-Knuthe Hansastrasse 47 D-20144 Hamburg Germany PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 28 of 30 Pages Jan Murmann 6, Rue de L'Agent Bailly F75009, Paris France Anja Murmann 532 East 5th Street, Apt. 2 New York, New York 10009 Christa Zollner Bismarckallee 24 D 24105 Kiel Germany Britta Zollner Bismarckallee 24 D 24105 Kiel Germany PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 29 of 30 Pages EXHIBIT B JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is attached with respect to the Common Stock of Sauer Inc., a Delaware corporation, and consent to this Joint Filing Agreement being included as an Exhibit to such filing. In evidence thereof, the undersigned hereby execute this Agreement this 16th day of February, 1999. Date: February 16, 1999 ____________________________ Klaus H. Murmann Sauer GmbH Date: February 16, 1999 Klaus H. Murmann By___________________________ Klaus H. Murmann, principal Klaus Murmann & Co. KG Date: February 16, 1999 Klaus H. Murmann By___________________________ Klaus H. Murmann, general partner K. Murmann Verwaltungsgesellschaft mit beschrankter Haftung Date: February 16, 1999 Klaus H. Murmann By___________________________ Klaus H. Murmann, principal Date: February 16, 1999 Hannelore Murmann _____________________________ Hannelore Murmann Date: February 16, 1999 Sven Murmann _____________________________ Sven Murmann PAGE CUSIP NO. 804 137 107 SCHEDULE 13G Page 30 of 30 Pages Date: February 16, 1999 Nicola Keim _____________________________ Nicola Keim Date: February 16, 1999 Ulrike Murmann-Knuthe _____________________________ Ulrike Murmann-Knuthe Date: February 16, 1999 Jan Murmann _____________________________ Jan Murmann Date: February 16, 1999 Anja Murmann _____________________________ Anja Murmann Date: February 16, 1999 Christa Zollner _____________________________ Christa Zollner Date: February 16, 1999 Britta Zollner _____________________________ Britta Zollner -----END PRIVACY-ENHANCED MESSAGE-----