UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | November 10, 2005 |
AGCO CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 1-12930 | 58-1960019 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
4205 River Green Parkway, Duluth, Georgia | 30096 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | (770)813-9200 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 10, 2005, AGCO Corporation (the "Company") announced the retirement of James M. Seaver from his position as Senior Vice President & General Manager, Americas Group effective as of December 31, 2005.
Mr. Seaver has served in many senior management positions within AGCO since his early participation as co-founder of the Company. Mr. Seaver was a part of the management buyout of Deutz-Allis North America in 1990. Among the positions he has held were Vice President Sales and Marketing, North America; Senior Vice President Worldwide Sales and Marketing; and Chief Executive Officer AGCO Finance Group.
The Company and Mr. Seaver entered into a Retirement Agreement effective as of December 31, 2005. A copy of the Company’s press release announcing Mr. Seaver’s retirement and a copy of the Retirement Agreement are attached hereto as Exhibit 99.1 and Exhibit 10.1, respectively, and are incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this report:
10.1 Retirement Agreement
99.1 Press release of AGCO Corporation, issued November 10, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AGCO CORPORATION | ||||
November 10, 2005 | By: |
Andrew H. Beck
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Name: Andrew H. Beck | ||||
Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
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10.1
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Retirement Agreement | |
99.1
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Press release of AGCO Corporation, issued November 10, 2005 |
Exhibit 10.1
TO:
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James M. Seaver Senior Vice President & General Manager, Americas |
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FROM:
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Martin Richenhagen | |
DATE:
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November 8, 2005 | |
SUBJECT:
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Memorandum of Understanding |
The following provisions confirm our discussions regarding your Retirement and Severance Agreement with AGCO.
1. | Your current Employment Agreement dated July 1999 will terminate effective March 31, 2006. It is agreed that your duties at AGCO will end on December 31, 2005, and this will be followed by your contractual 90-day notice period. It is further understood that you will not be required to work that notice period. Effective April 1, 2006, you will begin a one-year severance period during which you will be paid your regular base salary, provided that any such amounts will be paid no later than March 15, 2007. Your eligibility to participate in the Annual Incentive Compensation Program will terminate on December 31, 2005. |
2. | You will receive a benefit in an amount equal to the Accrued Benefit as defined under the AGCO Corporation Supplemental Executive Retirement Plan (determined as of April 1, 2006) reduced using appropriate interest and other factors determined by the Board to reflect commencement of such benefit prior to the attainment of age 65. Such benefit will be paid beginning on April 1, 2008 (at age 62) in 120 equal monthly installments, with payments to cease after the payment due for the month in which your death occurs. If you die before receiving 120 monthly installments, then your surviving spouse will be entitled to a death benefit equal to 50% of the remaining installments. |
3. | All insurance coverages to continue as an active employee until the end of the severance period (March 31, 2007). |
4. | AGCOs retiree healthcare program eligibility will begin April 1, 2007, subject to the normal program provisions. In the unlikely event that AGCOs retiree health care program were to be discontinued prior to you and Susan Seaver becoming Medicare eligible, you will be covered under the employee program. If this does occur, you will continue to pay the retiree rate until such time as you are Medicare eligible, and at that time the program will discontinue with no further obligation on the part of the company. |
5. | Effective December 31, 2005, you will waive all claims to LTIP IV. |
6. | AGCO will lift restrictions on remaining LTIP stock effective March 31, 2006. |
7. | Company car will be available for purchase at program rates. |
8. | Company will provide to you your current laptop computer, monitor and printer. |
Please sign and return.
/s/ James M. Seaver
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11/08/05 | |
James M. Seaver
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Date | |
/s/ Martin Richenhagen
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11/08/05 | |
Martin Richenhagen
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Date | |
Exhibit 99.1
COMPANY NEWS RELEASE
AGCO Corporation
4205 River Green Parkway Duluth, GA USA 30096-2568
www.agcocorp.com
Telephone 770.813.9200
FOR IMMEDIATE RELEASE
November 10, 2005
CONTACT:
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Andy Beck Sr. Vice President & CFO 770-813-6083 |
AGCO CORPORATION ANNOUNCES
RETIREMENT OF JAMES M. SEAVER
DULUTH, Ga., Nov 10, 2005 AGCO Corporation (NYSE:AG), a worldwide manufacturer and distributor of agricultural equipment, announced today that James M. Seaver, Senior Vice President & General Manager, Americas Group, has decided to retire as of December 31, 2005. Mr. Seaver was a part of the management team that purchased Deutz-Allis North America in 1990 as part of the formation of the Company. Over the past five years he has served the Company as Senior Vice President, Sales and Marketing; Chief Executive Officer, AGCO Finance Group; and Senior Vice President, Worldwide Sales. Prior to that time he served the Company in various other senior officer positions. He assumed his current position in 2004.
Martin Richenhagen, the Companys President and Chief Executive Officer, commented, We never are happy to see someone leave the Company, particularly someone who has made the contributions that Jim has, but Jims retirement is well-deserved, and we are very happy for him. Jims dedicated and tireless service to AGCO and its shareholders over the last fifteen years have helped to shape AGCO into the company that it is today. He has had primary responsibility for many years over much of our marketing and sales efforts, and during that time the Company has grown from less than $300 million to over $5.2 billion in sales. His contribution to that growth is immeasurable, and he should be very proud of his accomplishments. We certainly are.
Robert Ratliff, Chairman of the Companys Board of Directors, added, Jim was one of the co-founders of AGCO in 1990 when we purchased the North American operations of Deutz-Allis. Since that time he has been critical to the Companys growth and success. He also has been a wise advisor and good friend, not just to me, but to everyone who had the good fortune of working with Jim. AGCO would not be the company that it is today had Jim not been one of its founders and one of its most dedicated leaders over the last fifteen years.
AGCO Corporation, headquartered in Duluth, Georgia, is a global manufacturer and distributor of agricultural equipment and related replacement parts. AGCO products are distributed in more than 140 countries. AGCO offers a full product line including tractors, combines, hay tools, sprayers, forage, tillage equipment and implements through more than 3,900 independent dealers and distributors around the world. AGCO products are distributed under the various well-known brand names AGCOÒ, ChallengerÒ, Fendt®, GleanerÒ, HesstonÒ, Massey FergusonÒ, New IdeaÒ, RoGatorÒ, Spra-CoupeÒ, SunflowerÒ, Terra-GatorÒ, ValtraÒ, and White Planters. AGCO provides retail financing through AGCO Finance. In 2004, AGCO had net sales of $5.3 billion.
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