Filing Details

 

 

CUSIP No.  001084102

 

 

 

 

 

 

(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		9,034		12,150,152		9,034		12,150,152

(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

On August 31, 2012, the Companies and J.P. Morgan Securities LLC (the “Broker”) entered into a Rule 10b5-1 Purchase Plan Agreement (the “Initial Purchase Plan”), a copy of which is filed without its pricing information annex as Exhibit D to this Schedule 13D, relating to the purchase of Common Stock by the Broker on behalf of the Companies.  Any description of the Initial Purchase Plan included herein is qualified in its entirety by reference to Exhibit D.

On March 1, 2013, the Companies and the Broker terminated the Initial Purchase Plan and entered into a new Rule 10b5-1 Purchase Plan Agreement (the “Second Purchase Plan”), a copy of which is filed without its pricing information annex as Exhibit E to this Schedule 13D, relating to the purchase of Common Stock by the Broker on behalf of the Companies.  The Second Purchase Plan terminated on August 31, 2013.  Any description of the Second Purchase Plan included herein is qualified in its entirety by reference to Exhibit E.

On August 12, 2013, the Companies and the Broker entered into a new Rule 10b5-1 Purchase Plan Agreement (the “First August 2013 Purchase Plan”), relating to the purchase of Common Stock by the Broker on behalf of the Companies.  On August 26, 2013 the Companies and the Broker amended and restated the First August 2013 Purchase Plan (as amended and restated, the “Third Purchase Plan”).  A copy of the Third Purchase Plan is filed without its pricing information annex as Exhibit H to this Schedule 13D.   The Third Purchase Plan terminated on November 14, 2013.  Any description of the Third Purchase Plan included herein is qualified in its entirety by reference to Exhibit H.

 

 

On February 10, 2014, the Companies and the Broker entered into a new Rule 10b5-1 Purchase Plan Agreement (the “Fourth Purchase Plan”), relating to the purchase of Common Stock by the Broker on behalf of the Companies.  A copy of the Fourth Purchase Plan is filed without its pricing information annex as Exhibit I to this Schedule 13D.   The Fourth Purchase Plan terminated on April 30, 2014. Any description of the Fourth Purchase Plan included herein is qualified in its entirety by reference to Exhibit I.

On August 29, 2014, the Companies and the Broker entered into a new Rule 10b5-1 Purchase Plan Agreement (the “Fifth Purchase Plan”), relating to the purchase of Common Stock by the Broker on behalf of the Companies.  A copy of the Fifth Purchase Plan is filed without its pricing information annex as Exhibit J to this Schedule 13D.   The Fifth Purchase Plan terminated on October 24, 2014.  Any description of the Fifth Purchase Plan included herein is qualified in its entirety by reference to Exhibit J.

 

On February 27, 2015, the Companies and the Broker entered into a new Rule 10b5-1 Purchase Plan Agreement (the “Sixth Purchase Plan”), relating to the purchase of Common Stock by the Broker on behalf of the Companies. A copy of the Sixth Purchase Plan is filed without its pricing information annex as Exhibit M to this Schedule 13D. The Sixth Purchase Plan terminated on August 5, 2015.  Any description of the Sixth Purchase Plan included herein is qualified in its entirety by reference to Exhibit M.

 

On August 25, 2015, TAFE and the Broker entered into a new Rule 10b5-1 Purchase Plan Agreement (the “Seventh Purchase Plan” and, together with the Initial Purchase Plan, the Second Purchase Plan, the Third Purchase Plan, the Fourth Purchase Plan, the Fifth Purchase Plan and the Sixth Purchase Plan, the “Purchase Plans”), relating to the purchase of Common Stock by the Broker on behalf of TAFE. A copy of the Seventh Purchase Plan is filed without its pricing information annex as Exhibit N to this Schedule 13D. The Seventh Purchase Plan terminated on September 25, 2015. Any description of the Seventh Purchase Plan included herein is qualified in its entirety by reference to Exhibit N.

 

On August 29, 2014, TAFE and the Issuer entered into the Letter Agreement regarding certain governance matters and certain matters relating to the current and future ownership by TAFE of the Common Stock. Pursuant to the Letter Agreement, TAFE agreed not to purchase or acquire beneficial ownership of, and to cause its affiliates, including Amalgamations Private Limited, TAFE Motors and Tractors Limited and Mallika Srinivasan (collectively, the "TAFE Parties"), not to purchase or acquire beneficial ownership of additional shares of Common Stock if as a result of such purchase or acquisition TAFE and the TAFE Parties collectively would own 12.5% or more of the 97.36 million shares of Common Stock outstanding at December 31, 2013 (the “TAFE Cap”), provided that TAFE may purchase all of the Common Stock pursuant to an offer permitted under certain provisions of the Letter Agreement. For purposes of TAFE and the TAFE Parties’ ownership, shares of Common Stock beneficially owned by Mallika Srinivasan for service as a director shall not be included. If the Issuer issues additional shares of Common Stock, the TAFE Cap will be increased by 12.5% of the amount of shares issued. Under certain circumstances, if the Issuer repurchases shares issued either as consideration in an acquisition or as part of a board of directors-approved plan to finance an acquisition, the TAFE Cap will be reduced, however the TAFE Cap will never be less than the greater of (x) initial TAFE Cap and (y) 12.5% of the then outstanding shares of Common Stock.

Pursuant to the Letter Agreement, TAFE has also agreed not to (i) subject to its rights to make a non-public offer to acquire all or a part of the Issuer or propose another similar strategic transaction that would result in a change of control of the Issuer, form or act as part of a group with respect to the ownership or voting of Common Stock or to otherwise grant a third-party a proxy or other voting rights with respect to the Common Stock owned by TAFE or any TAFE Party (other than to or at the request of the Issuer), provided that TAFE and the TAFE Parties are expressly permitted to act as a group, or (ii) publicly announce its intention to commence, or commence, an offer to acquire all or part of the Common Stock.

TAFE is permitted under the Letter Agreement to make a non-public offer to the Chairman of the Issuer and the Issuer’s Board of Directors (the “Board”) to acquire all or a part of the Issuer or propose another similar strategic transaction that would result in a change of control of the Issuer. TAFE is permitted to include in such an offer providers of debt and equity financing under certain conditions, including, but not limited to, a requirement that no equity provider has during the time of the offer beneficial ownership of more than 5% of Common Stock and is not a competitor or activist hedge fund or acting in that capacity, and any equity provider will be required to enter into a confidentiality agreement and other agreements consistent with agreements required by the Issuer for other potential bidders for the Issuer.

 

 

The Letter Agreement requires the Issuer to promptly inform TAFE of (x) any offer to acquire all or substantially all of the Issuer, or other similar strategic transaction that would result in a change of control of the Issuer, submitted to the Board for formal consideration or which the Board has requested management to evaluate before consideration, and (y) any commencement of a review of strategic alternatives which includes a possible sale of all or substantially all of the Issuer, and permit TAFE the opportunity to make a private offer to acquire all or substantially all of the Issuer, or other similar strategic transaction that would result in a change of control of the Issuer, subject to the right of the Board to control any process for all potential acquirers to the extent it is advised it is required to do so to comply with its fiduciary duties. In the event that the Board decides to sell the global businesses of Massey Ferguson and/ or Fendt, or receives an offer to acquire the global business of Massey Ferguson and/or Fendt submitted to the Board for formal consideration or for which the Board has requested management to evaluate before consideration, TAFE shall be afforded an opportunity to make an offer to purchase the global businesses of Massey Ferguson and/ or Fendt.

Pursuant to the Letter Agreement, the restrictions on TAFE and the TAFE Parties described above will be released and of no further effect upon the first to occur of the following: (i) the Issuer publicly announces a process to review strategic alternatives which includes a possible sale of all or substantially all of the Issuer, (ii) any person commences a public tender offer by filing a Schedule TO (or any successor form) to acquire the Issuer and such public tender offer represents a bona fide intent to acquire the Issuer which is not subject to a financing condition, (iii) any person publicly announces its intention to commence a public tender offer or otherwise makes a public offer to acquire all or substantially all of the Issuer and either of the following occur: (x) the Issuer does not recommend against such offer within the time frame contained in Rule 14d-9 or (y) the Issuer does recommend against such offer within the time frame contained in Rule 14d-9 and subsequently such person publicly announces a bona fide offer higher by more than an immaterial amount or any other person announces its intention to commence a public tender offer or otherwise makes a public offer, to acquire all or substantially all of the Issuer within 6 months of the original public offer, (iv) any person enters into, an acquisition agreement with the Issuer, or the Issuer enters into, or announces its intention to enter into, an agreement providing for the acquisition of all or substantially all of the Issuer, (v) any person (other than a professional institutional investor) acquires 10% or more of the outstanding Common Stock and the Issuer has not within 30 days either (A) entered into a standstill on customary terms, or (B) adopted a stockholder rights plan that restricts such holder's ability to acquire additional shares above the shareholding level that the person has achieved and makes provision for TAFE's acquisition of shares up to the TAFE Cap provided in such case, however, that the restrictions with respect to the prohibition on acquisition of Common Stock above the TAFE Cap by TAFE and the TAFE Parties shall only be released if such person has acquired or is permitted to acquire more than 12.5% of the outstanding Common Stock, (vi) the beneficial ownership of Common Stock collectively by TAFE and the TAFE Parties falls below 5% of the then outstanding Common Stock, (vii) the Issuer breaches the terms of the Letter Agreement described below that relate to the nomination of a candidate proposed by TAFE for election to the Board or otherwise forces the TAFE director to resign from the Board and (viii) the fifth anniversary of the Letter Agreement.

Pursuant to the Letter Agreement, TAFE also agreed not to dispose of Common Stock to a direct competitor or an activist hedge fund and if it disposes of any Common Stock (other than to a TAFE Party), it will do so in a public distribution or in a private sale, and in the case of a private sale, not more than 5% to any person or "group" (as group is defined in the Securities Exchange Act of 1934, as amended).

Pursuant to the Letter Agreement, the Issuer has agreed to provide customary assistance to TAFE in selling its shares, including filing a registration statement with the U.S. Securities and Exchange Commission, cooperating with underwriters, providing auditor comfort letters, participating in road shows and similar activities, if TAFE determines to dispose of any shares of Common Stock in a public distribution.

Pursuant to the Letter Agreement, the Issuer has agreed to nominate a candidate proposed by TAFE for election to the Board at each annual meeting, as long as the collective beneficial ownership by TAFE and the TAFE Parties of Common Stock is 5% or more of the then outstanding Common Stock. If such a nominee is not the Chairman or Chief Executive Officer of TAFE, the Board has reasonable rights of approval over the nominee. If the collective beneficial ownership by TAFE and the TAFE Parties of Common Stock falls below 5% of the then outstanding Common Stock (other than as a result of a sale of Common Stock by TAFE or a TAFE Party), the Issuer has agreed to continue to nominate the candidate proposed by TAFE, provided that the ownership of the Common Stock by TAFE returns to 5% or more by the first anniversary of the date it fell below 5%.

 

 

The Letter Agreement will terminate on the fifth anniversary of its signing.

Any description of the Letter Agreement included herein is qualified in its entirety by reference to Exhibit K.

The Issuer holds a 23.75% interest in TAFE.  TAFE supplies tractors and components to the Issuer for sale in certain markets.

Item 7.   Material to Be Filed as Exhibits

 

 

 

 

 

	TAFE MOTORS AND TRACTORS LIMITED,
	By:	/s/ Anthea L. Markstein
		Name:  Anthea L. Markstein, attorney-in-fact*

 

 

	/s/ Anthea L. Markstein
	Anthea L. Markstein, attorney-in-fact for Mallika Srinivasan*