As filed with the Securities and Exchange Commission on April 4, 2002
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AGCO CORPORATION
(Exact name of registrant as specified in its charter)
3523
(Primary Standard Industrial Classification Code Number)
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DELAWARE 58-1960019
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4205 RIVER GREEN PARKWAY, DULUTH, GEORGIA 30096
(770) 813-9200
(Address including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------
STEPHEN D. LUPTON
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
4205 RIVER GREEN PARKWAY, DULUTH, GEORGIA 30096
(770) 813-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
With copies to:
W. BRINKLEY DICKERSON, JR.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
the selling shareholders.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF
EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AGGREGATE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE (1) REGISTRATION FEE
---------------- ---------- ------------------ ----------------- ----------------
Common Stock, par value 1,020,356 shares $20.94 $ 21,366,254.64 $ 1,965.70
$0.01 per share
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of the high and low price per share of the Registrant's common
stock as reported on the New York Stock Exchange on April 3, 2002.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL , 2002
1,020,356 SHARES
AGCO CORPORATION
COMMON STOCK
This prospectus relates to 1,020,356 shares of our Common Stock, par
value $ 0.01 per share, which are held by Caterpillar Inc., a Delaware
corporation. The shares were originally delivered by us to Caterpillar
Agricultural Products Inc. in connection with our acquisition of the design,
assembly and marketing of Caterpillar's new MT Series of Challenger tractors on
March 5, 2002. We are required to register these shares under the terms of the
Asset Purchase Agreement dated as of December 16, 2001 among us, Caterpillar
Inc. and Caterpillar Agricultural Products Inc. We agreed to file a registration
statement, of which this prospectus is part, with the Securities and Exchange
Commission (SEC) to enable Caterpillar to resell the shares of stock that it
received. Under the registration statement, Caterpillar Agricultural Products
Inc., the "selling shareholder", may sell or distribute up to an aggregate of
1,020,356 shares of our common stock in one or more transactions. The process by
which the selling shareholder will sell or distribute its shares of common stock
is described in this prospectus under the heading "Plan of Distribution."
The selling shareholder may sell any or all of its shares of common
stock directly to purchasers or through agents, underwriters, or dealers on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices which
will be determined at the time of sale. If required, the name of any agents,
underwriters or dealers and any other required information will be set forth in
a supplement to this prospectus. We will bear the expenses and fees incurred in
registering the shares offered by this prospectus. The selling shareholder will
pay any brokerage commissions or discounts attributable to the sale of its
shares.
Except under the circumstances described under the heading "Use of
Proceeds," we will not receive any payments relating to the sale of these
shares. Our common stock trades on the New York Stock Exchange under the symbol
"AG." The last reported sale price for our common stock on the New York Stock
Exchange on April 3, 2002 was $20.80 per share.
Our principal executive offices are located at 4205 River Green
Parkway, Duluth, Georgia 30096, and our telephone number at that address is
(770) 813-9200.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS AND UNCERTAINTIES. PLEASE
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS AND THE RISK FACTORS
CONTAINED IN THE REPORTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS FOR A
DISCUSSION OF RISKS ASSOCIATED WITH OWNING OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is April __, 2002
ABOUT THIS PROSPECTUS....................................................................................................1
WHERE YOU CAN FIND MORE INFORMATION......................................................................................1
AGCO CORPORATION.........................................................................................................2
RISK FACTORS.............................................................................................................2
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS..............................................................4
USE OF PROCEEDS..........................................................................................................4
SELLING SHAREHOLDER......................................................................................................5
DESCRIPTION OF COMMON STOCK..............................................................................................5
PLAN OF DISTRIBUTION.....................................................................................................6
EXPERTS..................................................................................................................7
LEGAL MATTERS............................................................................................................8
INCORPORATION BY REFERENCE...............................................................................................8
ABOUT THIS PROSPECTUS
This prospectus provides you with a general description of AGCO and our
common stock. You should read this prospectus and any applicable prospectus
supplement provided to you, together with the additional information described
under the heading "Where You Can Find More Information."
The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about
our company and the shares offered under this prospectus. The registration
statement can be read at the SEC web site or at the SEC offices mentioned under
the heading "Where You Can Find More Information."
You should rely only on the information contained in this prospectus
and any applicable prospectus supplement that may be provided to you. We have
not authorized any other person to provide you with different information. If
anyone provides you with different information, you should not rely on it. We
are not making, and the selling shareholders are not permitted to make, an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
and any applicable prospectus supplement is accurate only as of the date on its
front cover. Our business, financial condition, results of operations and
prospects may have changed since that date. ADDITIONALLY, YOU SHOULD BE AWARE OF
AND CAREFULLY CONSIDER THE RISKS ASSOCIATED WITH OWNING OUR COMMON STOCK.
CERTAIN OF THESE RISKS ARE DESCRIBED IN THIS PROSPECTUS UNDER THE HEADING "RISK
FACTORS."
WHERE YOU CAN FIND MORE INFORMATION
AGCO is subject to informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document filed by AGCO
with the SEC at the offices of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at the
Woolworth Building, 233 Broadway, New York, New York 10279, and Citicorp Center,
500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material also can be obtained from the Public Reference Room of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, and from
the web site that the SEC maintains at http://www.sec.gov. You may obtain
further information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. AGCO's stock is quoted on the New York Stock Exchange.
The reports, proxy statements and other information concerning AGCO can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
We also file these documents with the SEC electronically. You can
access the electronic versions of these filings on the Internet at the SEC's web
site. We have included this prospectus in our registration statement that we
filed with the SEC. The registration statement provides additional information
that we are not required to include in this prospectus. You can receive a copy
of the entire registration statement as described above. Although this
prospectus describes the material terms of certain contracts, agreements and
other documents filed as exhibits to the registration statement, you should read
the exhibits for a more complete description of the document or matter involved.
1
AGCO CORPORATION
AGCO Corporation ("AGCO," "we," "us," or the "Company") was
incorporated in Delaware in April 1991. Our executive offices are located at
4205 River Green Parkway, Duluth, Georgia 30096, and our telephone number is
770-813-9200. Unless otherwise indicated, all references in this Prospectus to
the Company include our subsidiaries.
AGCO Corporation is a leading manufacturer and distributor of
agricultural equipment and related replacement parts throughout the world. We
sell a full range of agricultural equipment, including tractors, combines,
self-propelled sprayers, hay tools, forage equipment and implements. Our
products are widely recognized in the agricultural equipment industry and are
marketed under the following brand names: AGCO(R), AGCO(R)Allis, AGCOSTAR(R),
Ag-Chem(R), Farmhand(R), FENDT(TM), Fieldstar(R), GLEANER(R), Glencoe(R),
Hesston(R), Lor*Al(R), Massey Ferguson(R), New Idea(R), RoGator(R), SOILTEQ,
Spra-Coupe(R), Terra-Gator(R), Tye(R), White Tractors, White Planters and
Willmar(R). We distribute most of our products through a combination of
approximately 7,350 independent dealers and distributors, associates and
licensees. In addition, we provide retail financing in North America, the United
Kingdom, France, Germany, Spain, Ireland and Brazil through our finance joint
ventures with Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland." For the year ended December 31, 2001, we had net sales of $2.5
billion.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and the other information
contained in this prospectus and in our other filings incorporated by reference
before deciding to invest in our common stock. The risks described below and in
our other filings incorporated by reference are not the only ones facing our
company. Additional risks not presently known to us, or which we currently
consider immaterial may also adversely affect our company. If any of the
following risks actually occur, our business, financial condition and operating
results could be materially adversely affected. In such case, the trading price
of our common stock could decline, and you could lose part or all of your
investment.
OUR COSTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS MAY NEGATIVELY
IMPACT OUR RESULTS OF OPERATIONS.
Our operations and products are subject to increasingly stringent
environmental laws and regulations in the countries in which we operate. Such
regulations govern, among other things, emissions into the air, discharges into
water, the use, handling and disposal of hazardous substances, waste disposal
and the remediation of soil and groundwater contamination. To our knowledge, we
are currently complying in all material respects with applicable environmental
laws and regulations, however if we were to fall out of compliance with any such
regulations, our results of operations may be negatively effected.
OUR LABOR FORCE IS HEAVILY UNIONIZED AND OUR CONTRACTUAL AND LEGAL OBLIGATIONS
UNDER COLLECTIVE BARGAINING AGREEMENTS AND LABOR LAWS MAY IMPAIR OUR ABILITY TO
ACHIEVE COST SAVINGS.
A majority of our employees, principally at our manufacturing
facilities, are represented by collective bargaining agreements with expiration
dates ranging from 2002 to 2007. These collective bargaining agreements could
impair our flexibility in streamlining existing manufacturing facilities and in
restructuring our combined businesses.
OUR FINANCIAL RESULTS ARE HEAVILY DEPENDENT UPON THE AGRICULTURAL INDUSTRY AND
FACTORS THAT ADVERSELY AFFECT THE AGRICULTURAL INDUSTRY GENERALLY WILL ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS.
Our success is heavily dependent upon the vitality of the agricultural
industry. Historically, the agricultural industry, including the agricultural
equipment business, has been cyclical and subject to a variety of economic,
governmental and weather conditions. Sales of agricultural equipment generally
are related to the health of the agricultural industry, which is affected by
farm income, farm land values, farm cash receipts and farm profits, all of which
reflect levels of commodity prices, acreage planted, crop yields, demand,
government policies and government subsidies. Sales are also influenced by
economic conditions, interest rate and exchange rate levels and the availability
of financing. Weather conditions can also affect farmers' buying decisions.
During previous economic downturns in the farm sector, the agricultural
equipment business experienced a general decline in sales and profitability, and
we expect our business to remain subject to similar market fluctuation in the
future.
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THE AGRICULTURAL EQUIPMENT INDUSTRY IS HIGHLY SEASONAL AND SEASONAL FLUCTUATIONS
MAY ADVERSELY AFFECT OUR QUARTERLY RESULTS OF OPERATIONS AND, IN TURN, THE PRICE
OF OUR COMMON STOCK.
The agricultural equipment business is highly seasonal, with farmers
traditionally purchasing agricultural equipment in the Spring and Fall in
conjunction with the major planting and harvesting seasons. Our net sales and
income from operations have historically been the lowest in the first quarter
and have increased in subsequent quarters as dealers increase inventory in
anticipation of increased retail sales in the third and fourth quarters.
WE FACE INTENSE COMPETITION AND OUR RESULTS OF OPERATIONS MAY BE ADVERSELY
AFFECTED BY COMPETITIVE PRESSURES.
The agricultural equipment business is highly competitive, particularly
in North America, Europe and Latin America. We compete with several large
national and international companies which, like us, offer a full line of
agricultural equipment, as well as with numerous short-line and specialty
manufacturers and suppliers of farm equipment products. Some of our competitors,
including Deere & Co. and CNH Global, are substantially larger than we are and
have greater financial and other resources at their disposal. In addition, in
some markets, smaller regional competitors with significant market share in a
single country or group of countries also compete with us. There can be no
assurance that these competitors will not substantially increase the resources
devoted to the development and marketing, including discounting, of products
competitive with our products.
Competitive pressures in the agricultural equipment business may affect
the market prices of new and used equipment which, in turn, may adversely affect
our sales margins and results of operations.
OUR OPERATIONS MAY BE ADVERSELY AFFECTED BY DOMESTIC AND FOREIGN GOVERNMENTAL
REGULATION OF AGRICULTURAL PRODUCTS.
Domestic and foreign political developments and government regulations
and policies directly affect the agricultural industry in the United States and
abroad and indirectly affect the agricultural equipment business in which we
operate. The application or modification of existing laws, regulations or
policies or the adoption of new laws, regulations, trade agreements or policies
adversely affecting the agricultural industry could have an adverse effect on
our business.
WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND, AS A RESULT, WE ARE EXPOSED TO
RISKS RELATED TO LAWS OF OTHER COUNTRIES, TAXES, ECONOMIC CONDITIONS,
FLUCTUATIONS IN CURRENCY RATES, LABOR SUPPLY AND RELATIONS, POLITICAL CONDITIONS
AND POLICIES OF FOREIGN GOVERNMENTS. THESE RISKS MAY DELAY OR REDUCE OUR
REALIZATION OF VALUE FROM ITS INTERNATIONAL OPERATIONS.
We derived $1.8 billion, or 70%, of our revenues for the year ended
December 31, 2001, from sales in foreign countries. The primary foreign
countries in which we do business are Germany, France, Brazil, The United
Kingdom and Ireland. Additionally, we have significant manufacturing operations
in Germany, The United Kingdom, France, Denmark and Brazil. Our production
costs, profit margins and competitive position are affected by the strength of
the currencies in countries where we manufacture or purchase goods relative to
the strength of the currencies in countries where our products are sold. In
addition, our results of operations and financial position may be adversely
affected by fluctuations in foreign currencies and by translations of the
financial statements of our foreign subsidiaries from local currencies into U.S.
dollars. Our international operations are also subject to various risks that are
not present in domestic operations, including restrictions on dividends and
restrictions on the repatriation of funds.
Additionally, trends abroad such as farm consolidations may affect the
agricultural equipment market. Foreign developing markets may present special
risks, such as unavailability of financing, inflation, slow economic growth,
changes in currency relationships or price controls.
WE MAY ENCOUNTER DIFFICULTIES IN INTEGRATING THE CHALLENGER TRACTOR LINE AND MAY
NOT FULLY ACHIEVE, OR ACHIEVE WITHIN THE ANTICIPATED TIME FRAME, EXPECTED
STRATEGIC OBJECTIVES, COST SAVINGS AND OTHER EXPECTED BENEFITS OF THE
ACQUISITION.
We expect to realize strategic and other benefits as a result of our
acquisition of the Challenger tractor line, including, among other things,
- expansion of our product line;
- cross-selling opportunities with the Caterpillar distributor network;
and
- revenue enhancements.
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However, it is impossible to predict with certainty whether, or to what extent,
these benefits will be realized or whether we will be able to integrate the
Challenger tractor line in a timely and effective manner. In addition:
- the MT series of the Challenger tractor line is new and there have been
no sales of this series. We cannot be certain about the market
acceptance of this series and the amount of any future sales; and
- the costs of integrating the Challenger tractor line may be higher than
we expect, which may adversely impact our results of operations.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
This document and the documents incorporated by reference into this
document contain numerous forward-looking statements about the financial
condition, results of operations, cash flows, financing plans, business
strategies, operating efficiencies, capital and other expenditures, competitive
positions, growth opportunities for existing products, plans and objectives of
management, markets for stock or ownership interests of AGCO and other matters.
The words "estimate," "project," "intend," "expect," "believe," "forecast" and
similar expressions are intended to identify these forward-looking statements,
but some of these statements may use other phrasing. Any statement in this
document that is not a historical fact is a forward-looking statement. Such
forward-looking statements, wherever they occur in this document, are
necessarily estimates reflecting the best judgment of our senior management and
involve a number of risks and uncertainties that could cause actual results to
differ materially from those suggested by the forward-looking statements.
Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements are described below and in the
"Risk Factors" section of this document. Although we believe that the statements
we have made are based on reasonable assumptions, they are based on current
information and beliefs and, accordingly, we can give no assurance that the
results suggested by these statements will be achieved. These factors include,
but are not limited to, general economic and capital market conditions, the
demand for agricultural products, world grain stocks, crop production, commodity
prices, farm income, farm land values, government farm programs and legislation,
pervasive livestock diseases, the levels of new and used field inventories,
weather conditions, interest and foreign currency exchanges rates, the
conversion to the Euro, pricing and product actions taken by competitors,
customer access to credit, production disruptions, supply and capacity
constraints, cost reduction and control initiatives, research and development
efforts, labor relations, dealer and distributor actions, technological
difficulties, changes in environmental, international trade and other laws, and
political and economic uncertainty in various areas of the world. Further
information concerning factors that could significantly affect our results is
included in this document and our filings with the SEC. Except to the extent
required by applicable law, we expressly disclaim any obligation to publicly
release any revisions to these "forward-looking statements" to reflect events or
circumstances after the date of this document or to reflect the occurrence of
unanticipated events. In addition to the foregoing, there can be no assurances
that (i) all of the factors affecting our businesses have been correctly
identified and assessed; (ii) the publicly available and other information, upon
which the analysis contained in this document is based, is complete or correct;
(iii) the analysis contained in this document is correct; or (iv) the
strategies, which are based in part on this analysis, will be successful.
USE OF PROCEEDS
Except under the circumstances described below, the selling shareholder
will receive all of the proceeds from the sale of common stock offered by this
prospectus. We have agreed to bear certain expenses associated with registering
such shares under federal and state securities laws. We are registering the
shares for sale to provide the selling shareholder with freely tradeable
securities, but the registration of such shares does not necessarily mean that
any of such shares will be offered or sold by the selling shareholder.
Under the terms of the asset purchase agreement, upon certain
circumstances either the selling shareholder or AGCO may be entitled to receive
payments from the other depending on the price per share at which the selling
shareholder sells shares of AGCO common stock. With respect to any sales by the
selling shareholder of AGCO shares within a period of ninety days after the
initial effectiveness of the registration statement registering the resale of
the shares, the selling shareholder will pay to AGCO any excess of the sales
proceeds over $20.58 per share and AGCO will pay to the selling shareholder any
shortfall of the sales proceeds under $18.62 per share. To the extent that any
shares held by the selling shareholder remain unsold after the ninety day
period, the selling shareholder is required to pay to AGCO an amount equal to
the excess, if any, of the five day average of the closing stock price of AGCO's
common stock as of such date over $20.58. The
4
following table reflects the cash to be paid or received by AGCO assuming all of
the AGCO shares issued to the selling shareholder are sold at the price per
share indicated:
Price Per Share of Cash to be
AGCO Common (Paid)/Received
Stock Sold By AGCO
------------------ ---------------
(in millions)
$ 17.00 $ (1.7)
18.00 (0.6)
18.50 (0.1)
21.00 0.4
21.50 0.9
22.00 1.4
22.50 2.0
SELLING SHAREHOLDER
In connection with our acquisition of the design, assembly and
marketing of Caterpillar's new MT Series of Challenger tractors, we agreed,
subject to various conditions, to register all of the shares of our common stock
delivered by us to Caterpillar in connection with the acquisition. Prior to the
acquisition, the selling shareholder did not own any shares of our common stock.
The following table sets forth information with respect to the selling
shareholder as of April 4, 2002. This table assumes that the selling shareholder
offers for sale all of those shares of common stock indicated. The common stock
offered by this prospectus may be offered from time to time by the selling
shareholder named below, or any of their pledgees, donees, transferees or other
successors in interest. The amounts set forth below are based upon information
provided to us by the selling shareholder, or on our records, and are accurate
to the best of our knowledge. It is possible, however, that the selling
shareholder may acquire or dispose of additional shares of common stock from
time to time after the date of this prospectus.
NAME RELATIONSHIP NO. OF SHARES
-------------------------------------- ------------ -------------
Caterpillar Agricultural Products Inc. N/A 1,020,356
DESCRIPTION OF COMMON STOCK
The following description of material terms of the shares does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to our Certificate of Incorporation, as amended to date (the
"Certificate of Incorporation"), and our Amended and Restated Bylaws, as amended
to date. A copy of each of these documents is filed as an exhibit to the
registration statement of which this prospectus is a part, and are incorporated
by reference into this prospectus.
Our Certificate of Incorporation authorizes that the holders of our
common stock are entitled to one vote for each share held on all matters
submitted to a vote of shareholders. Holders of our common stock have no
cumulative voting rights. Holders of a majority of the shares of common stock
are entitled to vote in any election of directors and may elect all of the
directors standing for election. Subject to any preferential dividend rights of
outstanding preferred stock, holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared by the board of directors out
of funds legally available therefrom. Upon the liquidation, dissolution or
winding up of AGCO, the holders of common stock are entitled to receive ratably
the net assets of AGCO available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of common stock have no preemptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which AGCO already has or may
designate and issue in the future.
5
PLAN OF DISTRIBUTION
The selling shareholder, or its pledgees, transferees, or any of its
successors in interest selling shares received from a named selling shareholder
as a distribution or other non-sale-related transfer after the date of this
prospectus (all of whom may be selling shareholders), have advised us that it
may sell the shares offered by this prospectus from time to time on any stock
exchange or automated interdealer quotation system on which the shares are
listed, in the over-the-counter market, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at prices
otherwise negotiated. The selling shareholder may offer the shares at various
times after the date of this prospectus in one or more of the following methods,
without limitation:
(a) block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account pursuant to this
prospectus;
(c) an exchange distribution in accordance with the rules of any
stock exchange on which the shares are listed;
(d) ordinary brokerage transactions and transactions in which the
broker solicits purchases;
(e) privately negotiated transactions;
(f) short sales;
(g) through the writing of options on the shares, whether or not
the options are listed on an options exchange;
(h) through the distribution of the shares by any selling
shareholder to its partners, members, stockholders or
creditors;
(i) one or more underwritten offerings on a firm commitment or
best efforts basis; or
(j) in a combination of any of the above methods of sale.
We do not know of any arrangements by the selling shareholder for the
sale of any of the shares.
The selling shareholder may engage brokers and dealers to sell the
shares, and any brokers or dealers may arrange for other brokers or dealers to
participate in effecting sales of the shares. These brokers, dealers or
underwriters may act as principals, or as an agent of a selling shareholder.
Broker-dealers may agree with a selling shareholder to sell a specified number
of the shares at a stipulated price per share. If the broker-dealer is unable to
sell shares acting as agent for a selling shareholder, it may purchase as
principal any unsold shares at the stipulated price. Broker-dealers who acquire
shares as principals may thereafter resell the shares from time to time in
transactions in any stock exchange or automated interdealer quotation system on
which the shares are then listed, at prices and on terms then prevailing at the
time of sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block transactions and sales to
and through broker-dealers, including transactions of the nature described
above.
From time to time, a selling shareholder may pledge, hypothecate or
grant a security interest in some or all of the shares owned by it. The
pledgees, secured parties or persons to whom the shares have been hypothecated
will, upon foreclosure in the event of default, be deemed to be selling
shareholders. The number of a selling shareholder's shares offered under this
prospectus will decrease as and when it takes such actions. The plan of
distribution for that selling shareholder's shares will otherwise remain
unchanged. In addition, a selling shareholder may, from time to time, sell the
shares short, and, in those instances, this prospectus may be delivered in
connection with the short sales and the shares offered under this prospectus may
be used to cover short sales.
6
To the extent required under the Securities Act of 1933, the aggregate
amount of selling shareholders' shares being offered and the terms of the
offering, the names of any agents, brokers, dealers or underwriters and any
applicable commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the shares may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from a selling
shareholder and/or purchasers of selling shareholders' shares, for whom they may
act (which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The selling shareholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the shares offered hereby may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended, and any discounts, concessions, commissions or fees received by them
and any profit on the resale of the shares sold by them may be deemed to be
underwriting discounts and commissions under such Act.
A selling shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with that selling shareholder,
including, without limitation, in connection with distributions of the shares by
those broker-dealers. A selling shareholder may enter into option or other
transactions with broker-dealers that involve the delivery of the shares offered
hereby to the broker-dealers, who may then resell or otherwise transfer those
shares. A selling shareholder may also loan or pledge the shares offered hereby
to a broker-dealer and the broker-dealer may sell the shares offered hereby so
loaned or upon a default may sell or otherwise transfer the pledged shares
offered hereby.
The selling shareholders and other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including Regulation M. This regulation may limit the timing of
purchases and sales of any of the shares by the selling shareholders and any
other person. The anti-manipulation rules under the Securities Exchange Act of
1934 may apply to sales of shares in the market and to the activities of the
selling shareholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the shares to
engage in market-making activities with respect to the particular shares being
distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the shares and the ability of
any person or entity to engage in market-making activities with respect to the
shares.
Pursuant to an agreement between us and Caterpillar, we agreed to register the
shares under the Securities Act of 1933, and, with certain exceptions, to keep
the registration statement of which this prospectus is a part effective and
usable until the earlier of (i) six (6) months following the initial date such
Registration Statement is declared effective by the SEC, or (ii) the date that
all of the shares covered by the registration statement of which this prospectus
is a part have been sold or distributed. We have agreed to pay certain expenses
in connection with the preparation and filing of the registration statement and
this prospectus, excluding underwriting discounts, concessions, commissions or
fees and expenses of the selling shareholders, such as fees and expenses of
counsel of such selling shareholders.
We will not receive any proceeds from sales of any shares by a selling
shareholder.
We can not assure you that the selling shareholders will sell all or
any portion of the shares offered hereby.
EXPERTS
The consolidated financial statements of AGCO Corporation as of
December 31, 2001 and 2000, and for each of the three years in the period ended
December 31, 2001, which are incorporated by reference in this prospectus and
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their reports with respect thereto, and are
incorporated by reference herein in reliance upon authority of said firm as
experts in accounting and auditing in giving said reports.
The financial statements of AGCO Finance LLC at December 31, 2001 and
2000, and for each of the two years in the period ended December 31, 2001, which
are incorporated by reference in this prospectus and registration statement from
AGCO's Form 10-K for the year ended December 31, 2001, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon authority of said firm as experts in accounting and auditing in
giving said reports.
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The financial statements of AGCO Finance LLC (formerly known as
Agricredit Acceptance LLC), as of December 31, 2000 and 1999, and for and for
each of the years in the two-year period ended December 31, 2000, have been
incorporated by reference in this registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, and upon authority
of said firm as experts in accounting and auditing.
The financial statements of the Challenger Product Line (a product line
of Caterpillar Inc.) incorporated in this Prospectus by reference to AGCO's
Current Report on Form 8-K/A filed on April 4, 2002, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus
will be passed upon by Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite
5200, Atlanta, Georgia 30308-2216.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this prospectus. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the offering of shares is completed. We
also incorporate by reference the following documents that already have been
filed with the SEC:
(a) AGCO's Annual Report on Form 10-K for the year ended December
31, 2001;
(b) AGCO's Proxy Statement for Annual Meeting of Shareholders to
be held on April 25, 2002;
(c) AGCO's Current Report on Form 8-K, dated March 5, 2002; and
(d) AGCO's Current Report on Form 8-K/A, filed April 4, 2002.
In addition, we will provide, without charge, to each person to whom
this prospectus is delivered, upon written or oral request, a copy of any or all
of the foregoing documents (other than exhibits to documents that are not
specifically incorporated by reference in the documents). Please direct such
requests to AGCO Corporation, 4205 River Green Parkway, Duluth, Georgia, 30096,
Attn: Secretary, (770) 813-9200.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses in
connection with the Offering described in the Registration Statement.
The expenses to be paid in connection with the issuance and
distribution of the shares being registered, other than underwriting discounts
and commissions, are as follows:
SEC registration fee..................................... $ 1,965.70
Printing and engraving costs............................. $ 1,000.00
Accounting fees and expenses............................. $ 10,000.00
Legal fees and expenses.................................. $ 15,000.00
Miscellaneous............................................ $ 5,000.00
------------
Total.................................................... $ 32,965.70
All of the above items are estimates except the SEC registration fee. All of
such estimated expenses will be borne by AGCO Corporation.
ITEM 15.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who were, are or are threatened to
be made parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding
provided that, such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the corporation's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe such person's conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where a present or former
officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify such person against
the expenses (including attorneys' fees) which such person actually and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of any other rights to which an officer or director may
be entitled under any corporation's by-laws, agreement, vote or otherwise.
II-1
ITEM 16.
EXHIBITS INDEX
Exhibit No. Description
----------- -----------
2 Asset Purchase Agreement dated as of December 16, 2001 by and among AGCO, Caterpillar, Inc., and
Caterpillar Agricultural Products, Inc. incorporated by reference to Exhibit 2.1 to AGCO's Form
8-K filed on March 5, 2002.
4.1 Certificate of Incorporation of the Registrant defining the rights of holders of the Common Stock of the Registrant
(incorporated by reference to the AGCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996).
4.2 By-laws of the Registrant defining the rights of holders of the Common Stock of the Registrant (incorporated
by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001).
5 Opinion of Troutman Sanders LLP as to the legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP, independent public accountants, concerning the consolidated financial
statements of AGCO Corporation.
23.2 Consent of Arthur Andersen LLP, independent public accountants, concerning the financial statements of
AGCO Finance LLC.
23.3 Consent of KPMG LLP for the financial statements of AGCO Finance LLC (formerly Agricredit Acceptance LLC).
23.4 Consent of PricewaterhouseCoopers LLP concerning the financial statements of Challenger Product Line
(a product line of Caterpillar, Inc.).
23.5 Consent of Troutman Sanders LLP (included in Exhibit 5).
ITEM 17.
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the Securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
Provided however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
The undersigned hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.
The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance under Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Duluth, State of Georgia, on March 29, 2002.
AGCO CORPORATION
By: /s/ Robert J. Ratliff
-------------------------------------
Robert J. Ratliff
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald R. Millard and Stephen D. Lupton,
and each of them, such person's true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement (including any post-effective
amendments thereto), and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
to perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or would do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement, as amended, has been signed by the following persons in the
capacities indicated below on this 29th day of March, 2002.
Signature Title
--------- -----
/s/ Robert J. Ratliff Chairman, President and Chief Executive Officer,
-------------------------------------------- Director (Principal Executive Officer)
Robert J. Ratliff
/s/ Donald R. Millard Senior Vice President and Chief Financial Officer
-------------------------------------------- (Principal Financial Officer and Principal Accounting
Donald R. Millard Officer)
/s/ Henry J. Claycamp Director
--------------------------------------------
Henry J. Claycamp
/s/ Wolfgang Deml Director
--------------------------------------------
Wolfgang Deml
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/s/ Gerald B. Johanneson Director
--------------------------------------------
Gerald B. Johanneson
/s/ Anthony D. Loehnis Director
--------------------------------------------
Anthony D. Loehnis
/s/ Wolfgang Sauer Director
--------------------------------------------
Wolfgang Sauer
/s/ W. Wayne Booker Director
--------------------------------------------
W. Wayne Booker
/s/ Curtis E. Moll Director
--------------------------------------------
Curtis E. Moll
/s/ David E. Momot Director
--------------------------------------------
David E. Momot
/s/ Hendrikus Visser Director
--------------------------------------------
Hendrikus Visser
5