-----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, DcufqaKvSkg8qxydxG9f91M6/lpCMS7LPoV1eTJuY/p2nUUNhfmud9AbdAIChGml 37MM6O4kGsRuEf5IwIHp5A== /in/edgar/work/20000828/0000950172-00-001520/0000950172-00-001520.txt : 20000922 0000950172-00-001520.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950172-00-001520 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000828 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DETROIT DIESEL CORP CENTRAL INDEX KEY: 0000910058 STANDARD INDUSTRIAL CLASSIFICATION: [3510 ] IRS NUMBER: 382772023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-49941 FILM NUMBER: 710562 BUSINESS ADDRESS: STREET 1: 13400 OUTER DR W CITY: DETROIT STATE: MI ZIP: 48239-4001 BUSINESS PHONE: 3135925000 MAIL ADDRESS: STREET 1: 13400 OUTER DRIVE WEST CITY: DETROIT STATE: MI ZIP: 48239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAIMLERCHRYSLER NORTH AMERICA HOLDING CORP CENTRAL INDEX KEY: 0001022760 STANDARD INDUSTRIAL CLASSIFICATION: [3711 ] IRS NUMBER: 221760935 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1000 CHRYSLER DR CITY: AUBURN HILLS STATE: MI ZIP: 48326-2766 BUSINESS PHONE: 2485123990 MAIL ADDRESS: STREET 1: 1000 CHRYSLER DR CITY: AUBURN HILLS STATE: MI ZIP: 48326-2766 FORMER COMPANY: FORMER CONFORMED NAME: DAIMLER BENZ NORTH AMERICA CORP DATE OF NAME CHANGE: 19960912 SC TO-T/A 1 0001.txt SC TO-T - AMENDMENT NO. 3 ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) DETROIT DIESEL CORPORATION (Name of Subject Company (issuer)) DIESEL PROJECT DEVELOPMENT, INC. A WHOLLY OWNED SUBSIDIARY OF DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION (Names of Filing Persons (offerors)) --------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) --------------- 250837101 (CUSIP Number of Class of Securities) THOMAS P. CAPO PRESIDENT DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION 1000 CHRYSLER DRIVE AUBURN HILLS, MICHIGAN 48326-2766 TELEPHONE: (248) 512-6130 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: J. Michael Schell, Esq. Margaret L. Wolff, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036-6522 Telephone: 212-735-3000 CALCULATION OF FILING FEE ============================================================================= Transaction Valuation* Amount of Filing Fee $432,852,571 $86,570.52** - ----------------------------------------------------------------------------- * For purposes of calculating amount of filing fee only. This amount assumes (i) the purchase of all outstanding shares of common stock of Detroit Diesel Corporation other than shares beneficially owned by the offerors (18,287,490 shares) and (ii) shares of common stock of Detroit Diesel Corporation subject to options that will be vested and exercisable as of the closing of this offer (532,187 shares). The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. ** This amount has previously been paid. [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration No.: N/A Filing party: N/A Date Filed: N/A [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ============================================================================= This Amendment No. 3 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on July 31, 2000, relates to the third-party tender offer by Diesel Project Development, Inc. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of DaimlerChrysler North America Holding Corporation, a Delaware corporation, to purchase all of the shares of common stock, par value $0.01 per share, of Detroit Diesel Corporation, a Delaware corporation, at a price of $23.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 31, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with all amendments or supplements thereto, collectively constitute the "Offer"). ITEMS 1, 4 AND 11. Items 1, 4 and 11 are hereby amended and supplemented to add the following: "On August 28, 2000, DCNA announced that it extended the Offer to 5:00 p.m., New York City time, on Monday, September 11, 2000. A copy of the press release containing such announcement is filed as Exhibit (a)(9) to the Schedule TO and is incorporated herein by reference." ITEM 12. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(9) Press Release, dated August 28, 2000. 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. Diesel Project Development, Inc. By: /s/ Joachim Drees ------------------------------- Name: Joachim Drees Title: Vice President and Secretary DaimlerChrysler North America Holding Corporation By: /s/ Thomas P. Capo ------------------------------- Name: Thomas P. Capo Title: President Dated: August 28, 2000 EXHIBIT INDEX (a)(9) Press Release, dated August 28, 2000. EX-99 2 0002.txt EXHIBIT (A)(9) - PRESS RELEASE DAIMLERCHRYSLER Press Information August 28, 2000 CONTACT: DAIMLERCHRYSLER AG Othmar M. Stein Tel: +49 711 1795160 Karlheinz L. Knoess Tel: +49 711 17 95130 DETROIT DIESEL Daniel J. McEnroe Tel: +1 313 592 7344 DAIMLERCHRYSLER EXTENDS TENDER OFFER FOR DETROIT DIESEL STUTTGART/AUBURN HILLS -- DaimlerChrysler (NYSE:DCX) announced today that it has extended its $23.00 per share cash tender offer for all of the outstanding shares of Detroit Diesel Corporation (NYSE:DDC). The tender offer, as extended, will expire at 5:00 p.m. Eastern Daylight Savings Time on Monday, September 11, 2000. As of the close of business on August 25, 2000, the number of shares of Detroit Diesel common stock that had been validly tendered was 17,755,953, including guaranteed deliveries, which, together with DaimlerChrysler's current ownership amounts to more than 98% of the outstanding common stock of Detroit Diesel. DaimlerChrysler noted that it expects to file its pre-merger notification under the Hart-Scott-Rodino Act in the US this week and that it submitted the required antitrust notification in preliminary form with the European Commission last week and expects the EU filing will be accepted in final form by the end of the week. Based on this current status and assuming no extension of either review period, DaimlerChrysler anticipates that the applicable waiting periods should expire by the last week in September. Detroit Diesel Corporation, incorporated in 1987, is an international leader in diesel engines for on- and off-highway applications. The company offers engines from 22 to 11,000 horsepower for the on-highway, off-road (including power generation) and automotive markets through a worldwide network of more than 2,700 authorized distributor and dealer locations. It designs, manufactures, markets, services and provides after market and remanufactured diesel and alternative fuel engines. DaimlerChrysler AG is the world's leading manufacturer of commercial vehicles with the brands Mercedes-Benz, Freightliner, Sterling, Setra and Thomas Built Buses. Investors and security holders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer referred to in this press release, when they become available because they will contain important information. The tender offer statement will be filed by DaimlerChrysler with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement will be filed by Detroit Diesel with the SEC. Investors and security holders may obtain in a free copy of these statements (when available other documents filed by DaimlerChrysler and Detroit Diesel at the SEC's website at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to DaimlerChrysler North America Holding Company. The solicitation/recommendation statement and such other documents may be obtained by directing such requests to Detroit Diesel Corporation. -----END PRIVACY-ENHANCED MESSAGE-----