-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WelMsP4UPc8T6FPCGJpF4tluQ3iCpWQTXg4N7jN24Bl1XyfOxBh6NKbrePIQy8m8 PuX/uEkV7GlEnaifDAKUHg== 0001047469-99-031432.txt : 19990813 0001047469-99-031432.hdr.sgml : 19990813 ACCESSION NUMBER: 0001047469-99-031432 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990812 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSORTIUM G DINA GROUP INC CENTRAL INDEX KEY: 0000893188 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-46225 FILM NUMBER: 99685864 BUSINESS ADDRESS: STREET 1: DOMICILIO CONOCIDO COREDOR INDUSTRIAL CITY: 43990 CD SHAGUN HIDA STATE: O5 BUSINESS PHONE: 5253250927 MAIL ADDRESS: STREET 1: TLACOQUEMECATL B #41 STREET 2: COL. DEL VALLE CITY: MEXICO ZIP: 03100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSORTIUM G DINA GROUP INC CENTRAL INDEX KEY: 0000893188 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: DOMICILIO CONOCIDO COREDOR INDUSTRIAL CITY: 43990 CD SHAGUN HIDA STATE: O5 BUSINESS PHONE: 5253250927 MAIL ADDRESS: STREET 1: TLACOQUEMECATL B #41 STREET 2: COL. DEL VALLE CITY: MEXICO ZIP: 03100 SC 13E4/A 1 SCHEDULE 13E-4/A - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- CONSORCIO G GRUPO DINA, S.A. DE C.V. (Name of Issuer) CONSORCIO G GRUPO DINA, S.A. DE C.V. (Name of Person(s) Filing Statement) 8% Convertible Subordinated Debentures due 2004 (Title of Class of Securities) 210306 AB 2 (CUSIP Number of Class of Securities) J. Ignacio Moreno Chief Financial Officer Consorcio G Grupo Dina, S.A. de C.V. Tlacoquemecatl 41, Colonia del Valle, 03100, Mexico D.F., Mexico (525) 420-3900 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) --------------- COPY TO: R. Cabell Morris, Jr., Esq. Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 --------------- July 13, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) - -------------------------------------------------------------------------------- INTRODUCTORY STATEMENT This Amendment No. 1 (the "Amendment") amends the Issuer Tender Offer Statement on Schedule 13E-4 filed by Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation ("Grupo Dina"), with the Securities and Exchange Commission (the "SEC") on July 14, 1999, relating to an offer to purchase by Grupo Dina for cash, on the terms and subject to the conditions set forth in the Offer to Purchase dated July 13, 1999 (the "Offer to Purchase") and the related Letter of Transmittal, up to $97,000,000 aggregate principal amount of the outstanding 8% Convertible Subordinated Debentures due 2004 (the "Debentures") issued by Grupo Dina. The Amendment constitutes the final amendment required by Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended. Terms used herein but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase. ITEM 1. SECURITY AND ISSUER. Item 1(b) is hereby amended by adding the following paragraph: The Tender Offer expired at 5:00 p.m., New York City time, on Tuesday, August 10, 1999. In accordance with the terms of the Tender Offer, Grupo Dina determined that the Minimum Tender Condition had not been satisfied. As a result, Grupo Dina did not accept for payment any Debentures tendered in the Tender Offer. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) is hereby amended by incorporating by reference the information set forth in Item 1(b) above and Item 9 below. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended by adding the following exhibit thereto: (a) (7) Text of Press Release issued by Grupo Dina, dated August 11, 1999. 2 SIGNATURE After due 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. CONSORCIO G GRUPO DINA, S.A. DE C.V. By: /s/ J. IGNACIO MORENO --------------------------------- Name: J. Ignacio Moreno Title: Chief Financial Officer Dated: August 11, 1999 3 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- (a) (7) Text of Press Release issued by Grupo Dina, dated August 11, 1999. 4 EX-99.(A)(7) 2 EXHIBIT 99(A)(7) EXHIBIT (a)(7) Consorcio G Grupo Dina, S.A. de C.V. Announces Expiration of its Cash Tender Offer with Respect to its Convertible Subordinated Debentures due 2004 AUGUST 11, 1999. Consorcio G Grupo Dina, S.A. de C.V. (NYSE: DIN) announced today that as of 5:00 p.m., New York City time, Tuesday August 10, 1999, its tender offer to purchase up to $97,000,000 aggregate principal amount of its outstanding Convertible Subordinated Debentures due 2004 (the "Debentures") had expired. As of the expiration time, the $50 million minimum tender condition of the offer to purchase was not satisfied. As a result, Grupo Dina did not accept any tendered Debentures for purchase. Grupo Dina's Chairman and President, Rafael Gomez Flores, stated that "The Company appreciates the confidence in Grupo Dina's financial outlook that is implicit in its debtholders' decision not to tender Debentures in the tender offer." The Company also announced that consistent with representations previously made in the offer to purchase materials, Grupo Dina will make the July 15 interest payment this Friday, August 13, to all persons in whose name the Debentures were registered at the close of business on July 1, the regular record date for such interest. Grupo Dina will continue to explore opportunities to further improve its financial flexibility and strengthen its capital structure. -----END PRIVACY-ENHANCED MESSAGE-----