SAP AKTIENGESELLSCHAFT/DIETMAR HOPP SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Amendment No. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung
(Name of Issuer)
Ordinary Shares without Nominal Value
(Title of Class of Securities)
803054204
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 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).
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dietmar Hopp |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Federal Republic of Germany |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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116,273,200* |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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116,273,200* |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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116,273,200 |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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9.3298% |
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TYPE OF REPORTING PERSON |
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IN |
* Includes 6,404,000 ordinary shares owned by
DH Besitzgesellschaft mbh & Co. KG (formerly known as Golf Club St. Leon-Rot GmbH & Co.
Betriebs-oHG) and 109,869,200 ordinary shares owned by Dietmar Hopp Stiftung GmbH.
Mr. Hopp exercises voting and dispositive power of the ordinary shares held by such entities
- 2 -
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dietmar Hopp Stiftung GmbH |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Federal Republic of Germany |
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SOLE VOTING POWER |
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NUMBER OF |
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109,869,200 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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109,869,200 |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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-0- |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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109,869,200 |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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8.8159% |
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TYPE OF REPORTING PERSON |
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CO |
- 3 -
Item 1(a). Name of Issuer.
SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung (the
Company).
Item 1(b). Address of Issuers Principal Executive Offices.
The Companys principal executive offices are located at Dietmar Hopp Allee 16, 69190
Walldorf, Federal Republic of Germany.
Items 2(a). Name of Person Filing.
This statement is filed on behalf of the following persons with respect to ordinary shares of
the Company beneficially held by such persons (collectively, the Shares):
(i) Dietmar Hopp, with respect to Shares beneficially owned by him and with respect to shares
beneficially owned by DH Besitzgesellschaft mbh & Co. KG and by Dietmar Hopp Stiftung GmbH; and
(ii) Dietmar Hopp Stiftung GmbH, with respect to Shares beneficially owned by it.
The foregoing persons are hereinafter referred to collectively as the Reporting Persons. Any
disclosures herein with respect to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence.
The address of the principal business office of each of the Reporting Persons is c/o Wipfler &
Partner, Steuerberater Sozietat, Max-Planck-Strasse 8, D-69190 Walldorf, Federal Republic of
Germany.
Item 2(c). Citizenship.
(i) Dietmar Hopp is a citizen of the Federal Republic of Germany.
(ii) Dietmar Hopp Stiftung GmbH is a corporation organized under the laws of the Federal
Republic of Germany.
Item 2(d). Title of Class of Securities.
Ordinary Shares without Nominal Value.
Item 2(e). CUSIP Number.
803054204
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Item 3. If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), Check Whether
the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act, |
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(b)
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Bank as defined in Section 3(a)(6) of the Act, |
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act, |
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940, |
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(e)
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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), |
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(f)
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), |
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(g)
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Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), |
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(h)
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, |
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(i)
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
Company Act of 1940, |
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
The percentages used herein and in the rest of Item 4 are calculated based upon 1,246,258,408
total ordinary shares of the Company issued and outstanding as of December 31, 2007, based upon a
representation of the Company. As of the close of business on December 31, 2007:
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A. |
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Dietmar Hopp |
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(a) |
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Amount beneficially owned: 116,273,200 |
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(b) |
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Percent of class: 9.3298% |
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(c)
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(i)
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Sole power to vote or direct the vote: 0 |
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(ii)
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Shared power to vote or direct the vote: 116,273,200 |
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(iii)
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Sole power to dispose or direct the disposition: 0 |
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(iv)
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Shared power to dispose or direct the disposition: 116,273,200 |
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B. |
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Dietmar Hopp Stiftung GmbH |
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(a) |
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Amount beneficially owned: 109,869,200 |
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(b) |
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Percent of class: 8.8159% |
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(c)
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(i)
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Sole power to vote or direct the vote: 109,869,200 |
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(ii)
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Shared power to vote or direct the vote: 0 |
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(iii)
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Sole power to dispose or direct the disposition: 109,869,200 |
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(iv)
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Shared power to dispose or direct the disposition: 0 |
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Item 5. |
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Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following. |
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
To the knowledge of the Reporting Persons, other persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
However, no such persons have an interest in more than five percent of the ordinary shares.
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company. |
Not Applicable.
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Item 8. |
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Identification and Classification of Members of the Group. |
Not Applicable.
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Item 9. |
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Notice of Dissolution of Group. |
Not Applicable.
Not Applicable.
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SIGNATURES
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.
Dated:
February 14, 2008
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/s/ Dietmar Hopp
Dietmar Hopp
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Dietmar Hopp Stiftung GmbH |
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/s/ Dietmar Hopp |
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Name: Dietmar Hopp |
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Title: Managing Director |
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- 7 -
Exhibit Index
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Exhibit No. |
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Exhibit Description |
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99.1
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Joint Filing Agreement |
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Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G/A (Amendment No. 3) with respect to
the ordinary shares of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung is, and any amendment thereto signed by each of the undersigned shall be, filed
on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby
further agree that this Joint Filing Agreement be included as an exhibit to such statement and any
such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
Dated:
February 14, 2008
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/s/ Dietmar Hopp
Dietmar Hopp
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Dietmar Hopp Stiftung GmbH |
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/s/ Dietmar Hopp |
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Name: Dietmar Hopp |
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Title: Managing Director |
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