Edgar Filing: SAAB AB - Form SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)

AERO SYSTEMS ENGINEERING, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.20
(Title of Class of Securities)

007692 10 6
(CUSIP Number)

Per Erlandsson
Senior Vice President and General Counsel
SAAB AB
SE-581 88 Linkoping
Sweden
011-46-13-18-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

JULY 1, 2003
(Date of Event Which Requires Filing 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

(Continued on following pages)

(Page 1 of 7)

----------------------------------------------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Saab AB (publ)

----------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [__]

----------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY

----------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*

----------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [__]

----------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

----------------------------------------------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 1,277,073
OWNED BY ------------------------------------------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 1,277,073
----------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,277,073

----------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [__]

----------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

----------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*

HC, CO
----------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Saab Holdings U.S., Inc.

----------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [__]

----------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY

----------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*

----------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

1,277,073

----------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [__]

----------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

----------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*

HC, CO
----------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

This statement is filed pursuant to Rule 13d-2(a) with respect to shares of
common stock, $.20 par value, of Aero Systems Engineering, Inc., a Minnesota
corporation, beneficially owned by Saab AB, a Swedish corporation, and its
wholly-owned subsidiary Saab Holdings U.S., Inc., a Delaware corporation
formerly known as Celsius Inc. This statement amends and supplements the
Schedule 13D filed December 5, 2000, as amended by Schedule 13D Amendment No. 1
on November 15, 2001 (the "Schedule 13D").

Late in 2002, Saab AB commenced an internal reorganization of its corporate
structure. Celsius AB (a wholly-owned subsidiary of Saab AB) transferred its
ownership interest in Celsius Inc. to Saab AB. On July 1, 2003, Saab Holdings
U.S., Inc., a Delaware corporation, merged with and into Celsius Inc., with
Celsius Inc. surviving the merger. At the time of effectiveness of the merger
Celsius Inc. changed its name to Saab Holdings U.S., Inc.

ITEM 1. SECURITY AND ISSUER.

The name of the subject company is Aero Systems Engineering, Inc., a Minnesota
corporation (the "Company"), which has its principal executive offices at 358
East Fillmore Avenue, St. Paul, MN 55107. This statement relates to the
Company's common stock, $0.20 par value per share (the "Common Stock").

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c) and (f) This Schedule 13D is being filed by: (i) Saab AB, a Swedish
corporation, with its principal business address at SE-581 88 Linkoping, Sweden,
and (ii) Saab Holdings U.S., Inc., a Delaware corporation with its principal
place of business at 21300 Ridgetop Circle, Sterling, VA 20166. Saab AB and its
subsidiaries as a group is a leading diversified high-technology company with
its main operations focusing on defense, aviation and space.

The names, business addresses, present principal occupations or employment, and
citizenship of the directors and executive officers of Saab AB and Saab
Holdings U.S., Inc. are as follows (or in the case of business address, as set
forth above):

Saab AB
-------

Name Offices and Positions Held
---- --------------------------
ANDERS SCHARP Chairman
MARCUS WALLENBERG Deputy Chairman
ERIK BELFRAGE Director
STEPHEN HENWOOD Director
PETER NYGARDS Director
GEORGE ROSE Director
BJORN SVEDBERG Director
AKE SVENSSON President, CEO and Director
ALISON WOOD Director
LARS HOOK Director (Employee Representative)
RAGNAR LUDVIGSSON Director (Employee Representative)
CLAES TROLLE Director (Employee Representative)
INGEMAR ANDERSSON Executive Vice President
GORAN SJOBLOM Executive Vice President

All of the listed officers and directors are citizens of Sweden, except for
Mr Henwood, Mr. Rose and Ms. Wood, who are citizens of the United Kingdom.

Saab Holdings U.S., Inc.
------------------------

Name Offices and Positions Held
---- --------------------------
AKE SVENSSON Chairman and President
GORAN SJOBLOM Director and Senior Vice President
PER ERLANDSSON Director and Senior Vice President

All of the listed directors and officers are citizens of Sweden.

(d) Neither Saab AB, Saab Holdings U.S., Inc., nor, to the best of their
knowledge, any of the persons listed above, was convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
past five years.

(e) Neither Saab AB, Saab Holdings U.S., Inc., nor, to the best of their
knowledge, any of the persons listed above, was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws during the past five
years.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION.

The purpose of the transaction described in this Amendment No. 2 to Schedule 13D
is an internal reorganization of part of the subsidiary structure of Saab AB.
The prior sale of 2,245,000 shares of the Company Common Stock was part of Saab
AB's overall plan to divest the aviation services operations that were formerly
owned by Celsius AB.

(a) The long-term strategy of Saab AB and Saab Holdings U.S., Inc. is to divest
their interest in the Company, but there currently is no definitive plan or
timetable for such a divestiture.

(b) None.

(d) None.

(e) None.

(f) None.

(g) None.

(h) None.

(i) None.

(j) None.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Saab AB and Saab Holdings U.S., Inc. are each the beneficial holders of
1,277,073 shares of the Company's Common Stock (the "Shares"), representing
29.0% of the outstanding shares of the Company's Common Stock. Saab Holdings
U.S., Inc. (f/k/a Celsius Inc.) is the record holder of the Shares, and Saab AB,
as parent of Saab Holdings U.S., Inc., is deemed to be a beneficial holder of
such shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended.

(b) Saab AB and Saab Holdings U.S., Inc. each are deemed to have shared voting
and dispository power over the Shares.

(c) There were no transactions in the Common Stock of the Company that were
effected during the last sixty (60) days by the reporting persons.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

In connection with the sale by Saab Holdings U.S., Inc., then known as Celsius
Inc. ("SHUSI") of 2,245,000 shares of the Common Stock of the Company to
Minnesota ASE, LLC, SHUSI loaned $1,500,000 to the Company pursuant to a
Promissory Note (the "Note"). The Company's obligations under the Note are
secured by a Security Agreement between the Company and SHUSI, and by a
Combination Mortgage, Assignment of Rents, Security Agreement and Fixture
Financing Statement between the Company and SHUSI, pursuant to which all of the
personal and fixture assets of the Company are pledged as collateral. In
addition, Minnesota ASE, LLC pledged 2,245,000 shares of the Common Stock of the
Company to SHUSI as further collateral to secure the Company's obligations under
the Note. The Company, Minnesota ASE, LLC and SHUSI, in connection with the
foregoing loan and security arrangements, are party to a Stockholders Agreement
that provides, among other things, for the voting of shares with respect to the
election of the Company's directors, a right of first refusal with respect to
any sale of its shares by a shareholder to a third party, tag-along rights with
respect to sales of stock to third parties, and certain registration rights of
shareholders in the event of any public offering of the stock of the Company. In
March of 2003, in connection with SHUSI providing an extension to a down payment
letter of credit to one of the Company's customers, the Company repaid $500,000
of the $1,500,000 three-year Note to SHUSI. Copies of the aforementioned
agreements are incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A - Stock Purchase Agreement dated as of September 25, 2001 between
Celsius, Inc. (n/k/a Saab Holdings U.S., Inc.) and Minnesota ASE, LLC, together
with exhibits thereto. (Incorporated by reference to Amendment No. 1 to Schedule
13D filed by the reporting persons on November 15, 2001).

SIGNATURES

After reasonable inquiry and to the best of each of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.

Dated: August 25, 2003

SAAB AB (publ)

By: /s/ Per Erlandsson
-----------------------------------------
Per Erlandsson
Senior Vice President, General Counsel
and Secretary of the Board of Directors

SAAB HOLDINGS U.S., INC.

By: /s/ Mark D. Pugliese
-----------------------------------------
Mark D. Pugliese
Vice President, General Counsel and Secretary