SC 13D/A 1 d66238dsc13da.htm AMENDMENT NO. 13 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

AGCO CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

001084102

(CUSIP Number)

Scott F. Smith, Esq.

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

(212) 841-1056

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 24, 2020

(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

1 |  | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 (SEE INSTRUCTIONS) WC
5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS) ☒
13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%
14 |  | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 001084102

1 |  | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 (SEE INSTRUCTIONS) WC
5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS) ☒
13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14 |  | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 001084102

1 |  | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mallika Srinivasan
2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3 |  | SEC USE ONLY
4 |  | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 20,059
| 8 |  | SHARED VOTING POWER 12,150,152
| 9 |  | SOLE DISPOSITIVE POWER 20,059
| 10 |  | SHARED DISPOSITIVE POWER 12,150,152

11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,170,211
12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%
14 |  | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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 12 (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. 13 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 3. Source and Amount of Funds or Other Consideration

Except for the 20,059 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 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 $585,802,249.73 (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 Long-Term Incentive Plan.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock, the Issuer’s operations, assets, prospects, and business development, the Issuer’s management, Issuer-related competitive and strategic matters and general economic, financial market and industry conditions, as well as other investment considerations. The Reporting Persons may acquire additional Common Stock in the future in the public markets, in privately negotiated transactions or otherwise and may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests.

TAFE believes that implementation of sound governance policies is an important factor in enabling the Board to effectively fulfil its role and in the creation of shareholder value. TAFE has advocated for the separation of the role of Chair of the Board and Chief Executive Officer to better fulfill the Board’s duty of oversight of the Issuer. TAFE believes that appointing a separate Chair provides the opportunity to improve governance practices and enhances the oversight of management, and notes that such separation is being increasingly adopted by public companies. A recent Spencer Stuart report noted that over 90 percent of companies in 2019 electing new CEOs split the role of CEO and Chair. While TAFE strongly supports the incoming CEO in his role as CEO, TAFE encourages the Board to follow best governance practices, and also notes that the incoming CEO does not have prior public company board experience.

TAFE believes that separating the Chair and CEO roles would foster better governance, which appears not to have been reviewed at the Issuer for several years. Key improvements in the Issuer’s corporate governance would include:

| • |  | Better alignment of compensation programs for senior management with long term company performance.

| • |  | Increased focus by the Issuer on long term strategy, including portfolio allocation,

| • |  | Rotation of committee chairs and other members of the committees to avoid embedded views and bring fresh perspectives to important matters,

| • |  | Refreshment of the Board on a more regular basis to increase independence and add directors with diverse views of opportunities and risks, and

| • |  | Regular engagement with shareholders on governance, strategy and performance matters.

TAFE has also advocated its support for allowing shareholders proxy access, and granting shareholders the right to take action between annual meetings. Shareholder rights have been limited at the Issuer and TAFE believes that improving them would provide shareholders more opportunities to provide input to the directors and management on key governance and strategic matters.

TAFE is considering the submission of a stockholder proposal to determine if the Issuer stockholders broadly support the separation of the roles of Chair and CEO. A presentation related to such proposed stockholder proposal is attached as Exhibit G to this Schedule 13D.

TAFE has engaged with a limited number of the Issuer’s stockholders on these matters and intends to continue to engage, as appropriate, on matters of common interest to long-term stockholders of the Issuer.

Except as discussed above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters referred to in Items 4(a) through 4(j) of Schedule 13D; however, the Reporting Persons reserve the right to change their plans at any time, as they deem appropriate, in light of the foregoing considerations, discussions and other factors.

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,899,512 shares of Common Stock outstanding as of November 2, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 9, 2020. As of the close of business on November 23, 2020, (i) TAFE beneficially owned 12,150,152 shares of Common Stock, which constituted approximately 16.2% 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 12,170,211 shares of Common Stock, which constituted approximately 16.2% of the Common Stock outstanding, including the 20,059 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 20,059 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:

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 |  |  | 20,059 |  |  |  | 12,170,211 |  |  |  | 20,059 |  |  |  | 12,170,211 |

(c) See Annex A hereto.

(d) Not applicable.

(e) Not applicable.

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 April 24, 2019
Exhibit F* |  | Joint Filing Agreement, dated as of April 3, 2013
Exhibit G |  | Presentation

* | Included by reference to the initial filing of this Schedule 13D, filed with the SEC on April 9, 2013.

** | Included by reference to Amendment No. 10 to this Schedule 13D, filed with the SEC on April 26, 2019.

† | Amends previous filing.

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: November 24, 2020

TRACTORS AND FARM EQUIPMENT LIMITED,
By: |  | /s/ Scott F. Smith
|  | Name: Scott F. Smith,
|  | attorney-in-fact*

TAFE MOTORS AND TRACTORS LIMITED,
By: |  | /s/ Scott F. Smith
|  | Name: Scott F. Smith,
|  | attorney-in-fact*
|  | /s/ Scott F. Smith
|  | Scott F. Smith, attorney-in-fact for
|  | Mallika Srinivasan*

* | This Amendment No. 13 to Statement on Schedule 13D was executed by Scott F. Smith 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.