Sec Form 13D Filing - SRINIVASAN MALLIKA filing for AGCO CORP (AGCO) - 2024-04-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

 

AGCO CORPORATION
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
001084102
(CUSIP Number)
 

Robert B. Schumer, Esq.
Cullen L. Sinclair, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 15, 2024
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

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).

 

 

  

 

 

CUSIP No.  001084102 SCHEDULE 13D Page 2 of 7

 

 

1

NAME OF REPORTING PERSON

 

Tractors and Farm Equipment Limited

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of India

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

12,150,152

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

12,150,152

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,150,152

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.2%

 
14

TYPE OF REPORTING PERSON

 

CO

 

 

 

  

 

 

CUSIP No.  001084102 SCHEDULE 13D Page 3 of 7

 

 

1

NAME OF REPORTING PERSON

 

TAFE Motors and Tractors Limited

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of India

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,263,321

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,263,321

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,263,321

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.4%

 
14

TYPE OF REPORTING PERSON

 

CO

 

 

 

  

 

 

CUSIP No.  001084102 SCHEDULE 13D Page 4 of 7

 

 

1

NAME OF REPORTING PERSON

 

Mallika Srinivasan

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of India

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

22,613

8

SHARED VOTING POWER

 

12,150,152

9

SOLE DISPOSITIVE POWER

 

22,613

10

SHARED DISPOSITIVE POWER

 

12,150,152

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,172,765

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.3%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

 

  

 

CUSIP No.  001084102 SCHEDULE 13D Page 5 of 7

 

 

The Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) with respect to the Issuer on April 9, 2013, as amended by Amendment Nos. 1 through 16 (the “Schedule 13D”), is hereby further amended and supplemented to include the information set forth herein. This amended Statement on Schedule 13D/A constitutes Amendment No. 17 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.

 

Item 1. Security and Issuer

 

This Schedule 13D relates to shares of the common stock (the “Common Stock”) of AGCO Corporation (the “Issuer”), the principal executive offices of which are located at 4205 River Green Parkway, Duluth, Georgia 30096.

 

Item 2. Identity and Background

 

No material change.

 

Item 3. Source and Amount of Funds or Other Consideration

 

No material change.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby further amended and supplemented by adding the following at the end thereof:

 

“On April 15, 2024, TAFE and the Issuer executed the Amendment No.1 to the Amended and Restated Letter Agreement (effective April 24, 2024), pursuant to which, the termination date of the Letter Agreement was extended until April 24, 2025 (the “Amendment to the Letter Agreement”). All other terms of the Letter Agreement remain in full force and effect.”

 

Item 5. Interest in Securities of the Issuer

 

(a) The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,617,985 shares of Common Stock outstanding as of March 15, 2024, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Proxy Statement, as filed with the SEC on March 25, 2024 and incorporated by reference in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024. As of the close of business on April 15, 2024 (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 12,172,765 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding, including the 22,613 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 22,613 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) For each person listed, the following table indicates the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition:

 

  

 

 

CUSIP No.  001084102 SCHEDULE 13D Page 6 of 7

 

 

Reporting Person  Sole Voting Power  Shared Voting Power  Sole Dispositive Power  Shared Dispositive Power
TAFE   0    12,150,152    0    12,150,152 
TAFE Motors and Tractors   0    3,263,321    0    3,263,321 
Mallika Srinivasan   22,613    12,172,765    22,613    12,172,765 

 

(c) See Annex A hereto.

(d) Not applicable.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby further amended and supplemented by adding the following before the second-last paragraph thereof:

 

“On April 15, 2024, TAFE and the Issuer executed the Letter Agreement Amendment (effective April 24, 2024), pursuant to which, the termination date of the Letter Agreement was extended until April 24, 2025. All other terms of the Letter Agreement remain in full force and effect.

 

This summary description of the material terms of the Letter Agreement Amendment is qualified in its entirety by reference to the complete terms of the Letter Agreement Amendment, which is attached hereto as Exhibit G.”

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit A† Persons through whom Amalgamations Private Limited (“Amalgamations”) may be deemed to control the Companies
Exhibit B† Directors and Executive Officers of the Companies
Exhibit C† Directors and Executive Officers of Amalgamations
Exhibit D* Amended and Restated Letter Agreement, dated April 24, 2019, between Tractors and Farm Equipment Limited and AGCO Corporation
Exhibit E** Limited Power of Attorney, dated as of February 17, 2021
Exhibit F*** Joint Filing Agreement, dated as of April 3, 2013
Exhibit G**** Amendment No. 1 to the Amended and Restated Letter Agreement, effective April 24, 2024, between Tractors and Farm Equipment Limited and AGCO Corporation

 

* Included by reference to Amendment No. 10 to this Schedule 13D, filed with the SEC on April 26, 2019.
** Included by reference to Amendment No. 15 to this Schedule 13D, filed with the SEC on February 17, 2021.
*** Included by reference to the initial filing of this Schedule 13D, filed with the SEC on April 9, 2013.
**** Included by reference to Exhibit 10.1 to Issuer’s Form 8-K, filed with the SEC on April 16, 2024.
Amends previous filing.

 

  

 

 

CUSIP No.  001084102 SCHEDULE 13D Page 7 of 7

 

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: April 17, 2024

 

  TRACTORS AND FARM EQUIPMENT LIMITED,  
       
  By: /s/ Cullen L. Sinclair  
    Name: Cullen L. Sinclair,  
    attorney-in-fact*  
       
  TAFE MOTORS AND TRACTORS LIMITED,  
       
  By: /s/ Cullen L. Sinclair  
    Name: Cullen L. Sinclair,  
    attorney-in-fact*  
       
    /s/ Cullen L. Sinclair  
    Cullen L. Sinclair, attorney-in-fact for  
    Mallika Srinivasan*  

 

 

*This Amendment No. 17 to Statement on Schedule 13D was executed by Cullen L. Sinclair 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.

 

  

 

ANNEX A

Transactions by TAFE during the last 60 days: None.

Transactions by TAFE Motors and Tractors during the last 60 days: None.

Transactions by Ms. Srinivasan in her individual capacity during the last 60 days: None.

 

  

 

 

EXHIBIT A

 

Persons through whom Amalgamations may be deemed to control the Companies

 

Set forth below are the (i) name, (ii) principal business address and (iii) place of organization of each person through the ownership of whom Amalgamations may be deemed, for purposes of this Schedule 13D, to control the Companies.

 

  (i)

Simpson & Company Limited

  (ii)

861/862 Anna Salai, Chennai 600 002

  (iii) Republic of India

 

Directors and Executive Officers of Simpson & Company Limited

 

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of Simpson & Company Limited.

 

Name Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership

of

Common

Stock

Transactions in

Common Stock

during the past

60 days

Mr. A. Krishnamoorthy Chairman and Managing Director India Chief Executive 861/862 Anna Salai Chennai 600002 None. None.
Mr. P.S. Rajamani Wholetime Director India Manufacturing 861/862 Anna Salai Chennai 600002 None. None.
Mr. R. Mahadevan Director India Manufacturing 861/862 Anna Salai Chennai 600002 None. None.
Mr. Ranganathan Vijayaraghavan Director India Lawyer 861/862 Anna Salai Chennai 600002 None. None.
Ms. Sandhya Shekhar Director India Director 861/862 Anna Salai Chennai 600002 None. None.
Mr. Srinivasaraghvan Sridharan CFO & Company Secretary India Finance 861/862 Anna Salai Chennai 600002 None. None.

 

 

  

 

 

EXHIBIT B

 

Directors and Executive Officers of TAFE

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of TAFE.

 

Name of Director Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership of

Common Stock

Transactions in

Common Stock

during the Past

60 Days

Ms. Mallika Srinivasan Chairman and Managing Director India Chief Executive

35/77 Nungambakkam High Road

Chennai 600034

22,613 (1) None
Dr. Lakshmi Venu Director India Strategy & Operations

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. P.B. Sampath Director India Chartered Accountant

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Sandeep Sinha Chief Executive Officer India Operations

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. S. Chandramohan Group President India Finance

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Krishna Srinivasan Director India Lawyer

35/77 Nungambakkam High Road

Chennai 600034

None. None.

 

 

 

(1)       Does not include holdings of Common Stock of TAFE and TAFE Motors and Tractors, as disclosed in Item 5.

 

 

  

 

 

Name of Director Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership of

Common Stock

Transactions in

Common Stock

during the Past

60 Days

Mr. Sankar Datta Director India Chartered Accountant

8/1, Vaidya Rama Iyer Street T Nagar

Chennai 600017

None. None.
Mr. Robert B Crain Director US

Senior Vice

President, GM Grain and Protein, AGCO

4205, River Green Parkway, Duluth,  GA 30096-2568 USA 34,018 (2) None.
Mr. T.R. Kesavan Group President India Corporate Relations

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. S. Sriraman President India Research & Development

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. R. Muralikrishnan President India Product Management Group & Exports

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Swithun Manoharan President India Supply Chain

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Massimo Ribaldone President Italy Research & Development

Unit 5A NI Park Newport

Shropshire

TF10 9LH

None. None.
Mr. Muthu kumar Thanu President India Human Resources

35/77 Nungambakkam High Road

Chennai 600034

None. None.

 

 

 

(2)       Based on DEF 14A filed by the Issuer with the SEC on March 25, 2024.

 

  

 

 

Name of Director Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership of

Common Stock

Transactions in

Common Stock

during the Past

60 Days

Ms. Shobhana Ravi President India Information Technology

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Pradeep Kapoor Executive Director India Operations, Engineering Plastics

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Parameswara Reddy D Chief Financial Officer India Chartered Accountant

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. C.P. Sounderarajan Company Secretary India Corporate Affairs

35/77 Nungambakkam High Road

Chennai 600034

None. None.

 

 

 

  

 

 

Directors and Executive Officers of TAFE Motors and Tractors

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of TAFE Motors and Tractors.

 

Name of Director Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership of

Common Stock

Transactions in

Common Stock

during the Past

60 Days

Ms. Mallika Srinivasan Chairman and Managing Director India Chief Executive

35/77 Nungambakkam High Road

Chennai 600034

22,613 (1) None
Dr. Lakshmi Venu Deputy Managing Director India Strategy & Operations

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. P.B. Sampath Director India Chartered Accountant

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Sandeep Sinha Director India Operations

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. S. Chandramohan Director India Finance

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Sankar Datta Director India Chartered Accountant

8/1, Vaidya Rama Iyer Street, T Nagar,

Chennai 600017

None. None.

 

 

 

 

(1)        Does not include holdings of Common Stock of TAFE and TAFE Motors and Tractors, as disclosed in Item 5.

 

  

 

 

Name of Director Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership of

Common Stock

Transactions in

Common Stock

during the Past

60 Days

Mr. T.R. Kesavan Director India Corporate Relations

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. Massimo Ribaldone Director Italy Research & Development

Unit 5A NI Park, Newport

Shropshire

TF10 9LH

None. None.
Mr. Parameswara Reddy D Chief Financial Officer India Chartered Accountant

35/77 Nungambakkam High Road

Chennai 600034

None. None.
Mr. C.P. Sounderarajan Company Secretary India Manufacturing 35/ 77 Nungambakkam High Road, Chennai 600034 None. None.
Mr. Alok Mam Sr. Vice President India Manufacturing

Plot No. 1, Sector D

Industrial Area,

Mandideep 462046

None. None.
Mr. V. P. Arya Sr. Vice President India Finance

Plot No. 1, Sector D

Industrial Area,

Mandideep 462046

None. None.

 

  

 

 

EXHIBIT C

 

Directors and Executive Officers of Amalgamations

 

Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of Amalgamations.

 

Name Title

Country of

Citizenship

Principal

Occupation

Principal

Business

Address

Ownership of

Common Stock

Transactions in

Common Stock

during the past

60 days

Mr. A. Krishnamoorthy Chairman India Business 124 Dr. Radhakrishnan Salai Chennai 600 004 None. None.
Ms. Mallika Srinivasan Director India Business 124 Dr. Radhakrishnan Salai Chennai 600 004 22,613 (1) None
Ms. Sita Venkatramani Director India Business 124 Dr. Radhakrishnan Salai Chennai 600 004 None. None.
Ms. Bhavani Krishnamoorthy Director India Business 124 Dr. Radhakrishnan Salai Chennai 600 004 None. None.
Mr. Ram Venkatramani Director India Business 124 Dr. Radhakrishnan Salai Chennai 600 004 None. None.
Ms. Lakshmi Narayanan Director India Business 124 Dr. Radhakrishnan Salai Chennai 600 004 None. None.
Mr. R. Venkatramanan Assistant Vice President India Finance 124 Dr. Radhakrishnan Salai Chennai 600 004 None. None.

 

 

 

 

 

 

(1)        Does not include holdings of Common Stock of TAFE and TAFE Motors and Tractors, as disclosed in Item 5.