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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
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AGCO CORP /DE (Name of Issuer) |
Common Stock (Title of Class of Securities) |
001084102 (CUSIP Number) |
Andrew M. Freedman Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 Dennis Hranitzky Quinn Emanuel Urquhart & Sullivan LLP, 51 Madison Avenue, 22nd Floor New York, NY, 10010 212-849-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 001084102 |
| 1 |
Name of reporting person
Tractors & Farm Equipment Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,150,152.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 001084102 |
| 1 |
Name of reporting person
TAFE Motors & Tractors Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,262,321.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 001084102 |
| 1 |
Name of reporting person
SRINIVASAN MALLIKA | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,173,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
AGCO CORP /DE |
| (c) | Address of Issuer's Principal Executive Offices:
4205 River Green Pkway, Duluth,
GEORGIA
, 30096. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Except for the 23,713 shares that Ms. Srinivasan (together with the Companies (as defined below), the "Reporting Persons") holds directly and that were awarded to her under the AGCO Corporation 2006 Long-Term Incentive Plan for her services as a director of the Issuer, the source of the funds used by the Reporting Persons to purchase the reported shares, pursuant to the Purchase Plans, was the working capital of Tractors and Farm Equipment Limited ("TAFE") or of TAFE Motors and Tractors Limited ("TAFE Motors and Tractors" and, together with TAFE, the "Companies"). The Reporting Persons paid a total of $585,803,125.51 (exclusive of brokers' commissions and other administrative costs) to purchase the reported shares. Ms. Srinivasan did not pay for the shares that were awarded to her under the AGCO Corporation 2006 Long-Term Incentive Plan. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby further amended and supplemented by adding the following:
On February 11, 2025, TAFE issued a press release (the "February 11 Press Release") expressing its deep concerns regarding the Issuer's unsuccessful integration of PTx Trimble and the Issuer's disappointing financial results, as well as its broader operational and governance issues. In the February 11 Press Release, TAFE highlights that the Issuer's revenue and operating margin have trailed peers for more than a decade despite the significant capital that the Issuer has invested in numerous acquisitions, and that the Issuer's recent analyst day and financial results have only exacerbated TAFE's concerns regarding the Issuer's strategic direction and oversight of the Issuer's businesses.
In addition, TAFE notes in the February 11 Press Release that the Issuer has yet to disclose key metrics related to PTx Trimble, including its 2024 performance, 2025 outlook and the impact of layoffs, after having spent $2 billion to acquire PTx Trimble technology assets. Just as concerning for TAFE is the approximately $354 million goodwill impairment charges (representing a write-off of roughly 17% of PTx Trimble's price tag) that comes less than one year after the deal was consummated. Further, TAFE also notes that it appears PTx Senior Vice President and General Manager Seth Crawford has been removed from the Issuer's website, suggesting his apparent departure and serious integration issues at PTx Trimble. TAFE also expressed disappointment with the Issuer's worse-than-expected dealer inventory levels in the fourth quarter, which TAFE believes is further evidence of the Issuer's inability to effectively forecast and navigate the industry downcycle.
The February 11 Press Release also states that TAFE has withdrawn its 14a-8 Shareholder Proposal, effective February 11, 2025, due to its belief that even stronger actions need to be taken to strengthen the Board's oversight of management and ensure a focus on shareholder value creation in light of the Issuer's ill-conceived efforts to exclude the proposal from its 2025 proxy statement. The February 11 Press Release concludes by noting that TAFE continues to engage with the Issuer in good faith and remains open to a constructive resolution that benefits all the Issuer's stakeholders, and TAFE reserves all rights to take whatever steps it believes are necessary to enhance the Issuer's governance practices and protect shareholder value at the Issuer's upcoming Annual Meeting.
A copy of the February 11 Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,645,281 shares of Common Stock outstanding as of November 1, 2024, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024. As of the date hereof (i) TAFE beneficially owned 12,150,152 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding; (ii) TAFE Motors and Tractors beneficially owned 3,263,321 shares of Common Stock, which constituted approximately 4.4% of the Common Stock outstanding; and (iii) Ms. Srinivasan beneficially owned 12,173,865 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding, including the 23,713 shares she holds in her individual capacity. Ms. Srinivasan disclaims beneficial ownership of the Common Stock beneficially owned by each of the Companies, and this report shall not be deemed an admission that Ms. Srinivasan is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. Each of the Companies disclaims beneficial ownership of the 23,713 shares of Common Stock owned directly by Ms. Srinivasan in her individual capacity, and this report shall not be deemed an admission that either of the Companies is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. TAFE Motors and Tractors disclaims beneficial ownership of the 8,886,831 shares of Common Stock purchased on behalf of TAFE under the Purchase Plans, and this report shall not be deemed an admission that TAFE Motors and Tractors is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. |
| (b) | A. TAFE
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 12,150,152
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 12,150,152
B. TAFE Motors and Tractors
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,263,321
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,263,321
C. Mallika Srinivasan
1. Sole power to vote or direct vote: 23,713
2. Shared power to vote or direct vote: 12,150,152
3. Sole power to dispose or direct the disposition: 23,713
4. Shared power to dispose or direct the disposition: 12,150,152 |
| (c) | None of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past sixty days. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
99.1 - Press Release, dated February 11, 2025 |
| 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.
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Comments accompanying signature:
* This Amendment No. 21 to Statement on Schedule 13D was executed by Andrew M. Freedman as Attorney-In-Fact for Tractors and Farm Equipment Limited, TAFE Motors and Tractors Limited and Mallika Srinivasan, pursuant to the Limited Power of Attorney granted by them, which is included as Exhibit E to Amendment No. 18 to Statement on Schedule 13D filed by the Reporting Persons on August 6, 2024. |