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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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)
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COPY TO:
R. Cabell Morris, Jr., Esq.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
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July 13, 1999
(Date Tender Offer First Published, Sent or Given to
Security Holders)
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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.
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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
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Name: J. Ignacio Moreno
Title: Chief Financial Officer
Dated: August 11, 1999
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a) (7) Text of Press Release issued by Grupo Dina, dated August 11,
1999.
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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.
