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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 Notices 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
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July 13, 1999
(Date Tender Offer First Published, Sent or Given to
Security Holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION: AMOUNT OF FILING FEE:
<S> <C>
$44,620,000 $8,924
</TABLE>
* For the purpose of calculating the filing fee in accordance with Rule
0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the market
value of the 8% Convertible Subordinated Debentures due 2004 (the
"Debentures") of Consorcio G Grupo Dina, S.A. de C.V. to be acquired
pursuant to the Offer (as hereinafter defined) was determined by multiplying
$460 (the maximum price per $1,000 principal amount of Debentures at which
holders of Debentures can tender such Debentures to the Company) by
$97,000,000 (the maximum amount of Debentures that may be accepted for
tender pursuant to the Offer).
/ / Check 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:
Form or Registration No.:
Filing Party:
Date Filed:
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<PAGE>
INTRODUCTORY STATEMENT
This Schedule 13E-4 relates to an offer to purchase (the "Offer") by
Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation ("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 (the "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 Debentures are convertible into Series L
ADSs (each a "Series L ADS") of Grupo Dina at a conversion rate of 56.88 Series
L ADSs per $1,000 principal amount of Debentures (equivalent to a conversion
price of $17.58 per Series L ADS). Copies of the Offer to Purchase and the
related Letter of Transmittal are filed as exhibits (a)(1) and (a)(2) hereto.
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the Debentures is Grupo Dina. The address of Grupo Dina's
principal executive office is Tlacoquemecatl 41, Colonia del Valle, 03100,
Mexico D.F., Mexico.
(b) The securities which are the subject of the Offer are the Debentures.
The Debentures are convertible into Series L ADSs at a conversion rate of 56.88
Series L ADSs per $1,000 principal amount of Debentures (equivalent to a
conversion price of $17.58 per Series L ADS). As of July 13, 1999, there was
$163,992,000 aggregate principal amount of Debentures outstanding. The Offer is
for up to $97,000,000 aggregate principal amount of outstanding Debentures at a
price not in excess of $460 nor less than $400 per $1,000 principal amount of
Debentures. At the election of Grupo Dina, the Offer is being made in cash only.
To the best knowledge of Grupo Dina, no Debentures are being purchased from any
officer, director or affiliate of Grupo Dina.
(c) The information set forth in the section of the Offer to Purchase
entitled "Market Price Information" is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the section of the Offer to Purchase
entitled "Description of the Transactions--Sources and Uses of Funds" is
incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in the sections of the Offer to Purchase
entitled "The Tender Offer--Terms of the Tender Offer," "--Purpose of the Tender
Offer" and "Description of the Transactions" is incorporated herein by
reference. Debentures repurchased under the Offer by Grupo Dina will cease to be
outstanding and will be delivered to Bankers Trust Company, as Trustee, for
cancellation immediately after such repurchase.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the section of the Offer to Purchase entitled
"Market Price Information--Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Debentures" is incorporated herein
by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in the cover page to the Offer to Purchase and the
sections of the Offer to Purchase entitled "The Tender Offer--Terms of the
Tender Offer," "--Purpose of the Tender Offer" and "Description of the
Transactions" is incorporated herein by reference.
2
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ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the cover page of the Offer to Purchase and the
section of the Offer to Purchase entitled "Fees and Expenses" is incorporated
herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in the sections of the Offer to Purchase
entitled "Summary Historical Consolidated Financial Information" and "Summary
Unaudited Consolidated Pro Forma Financial Information", in Items 8, 17, 18 and
19 of Grupo Dina's Annual Report on Form 20-F for the fiscal year ended December
31, 1998, and in Grupo Dina's Report on Form 6-K dated May 1, 1999 is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the exhibits
hereto is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Form of Offer to Purchase.
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(6) Text of Press Release issued by Grupo Dina, dated July 13, 1999.
(b) Not applicable.
(c) Indenture, dated as of August 8, 1994, between Grupo Dina, as Issuer, and
Bankers Trust Company, as Trustee, relating to the Debentures, including the
form of Debenture, filed as Exhibit 2.3 to Grupo Dina's Annual Report on
Form 20-F (File No. 1-11646) for the fiscal year ended December 31, 1994,
and incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Pages 26, 27, 38 and F-1 through F-34 of Grupo Dina's Annual Report on
Form 20-F for the fiscal year ended December 31, 1998 (File No.
1-11646), are incorporated by reference herein.
(2) Grupo Dina's Report on Form 6-K dated May 1, 1999 (File No. 1-11646), is
incorporated by reference herein.
3
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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
-----------------------------------
Name: J. Ignacio Moreno
Title: CHIEF FINANCIAL OFFICER
Dated: July 13, 1999
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C> <C>
(a) (1) Form of Offer to Purchase.
(2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form
W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(6) Text of Press Release issued by Grupo Dina, dated July 13, 1999.
(b) Not applicable.
(c) Indenture, dated as of August 8, 1994, between Grupo Dina, as Issuer, and Bankers Trust Company, as Trustee,
relating to the Debentures, including the form of Debenture, filed as Exhibit 2.3 to Grupo Dina's Annual
Report on Form 20-F (File No. 1-11646) for the fiscal year ended December 31, 1994, and incorporated by
reference herein.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Pages 26, 27, 38 and F-1 through F-34 of Grupo Dina's Annual Report on Form 20-F for the fiscal
year ended December 31, 1998 (File No. 1-11646) are incorporated by reference herein.
(2) Grupo Dina's Report on Form 6-K dated May 1, 1999 (File No. 1-11646), is incorporated by reference
herein.
</TABLE>
5
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CONSORCIO G GRUPO DINA, S.A. DE C.V.
OFFER TO PURCHASE FOR CASH
UP TO $97 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
AT A PURCHASE PRICE NOT IN EXCESS OF $460 NOR LESS THAN
$400 PER $1,000 PRINCIPAL AMOUNT OF DEBENTURES
------------------------------
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
TENDER OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON TUESDAY, AUGUST 10,
1999, UNLESS THE TENDER OFFER IS EXTENDED. DEBENTURES TENDERED IN THE TENDER
OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME (AS DEFINED
HEREIN).
Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation ("Grupo Dina" or
the "Company"), hereby offers to purchase for cash (the "Tender Offer") up to
$97 million in aggregate principal amount of its 8% Convertible Subordinated
Debentures due 2004 (the "Debentures"), at a price not in excess of $460 nor
less than $400 per $1,000 principal amount of Debentures, as specified by
holders tendering their Debentures, upon the terms and subject to the conditions
set forth in this Offer to Purchase (the "Offer to Purchase") and in the
accompanying Letter of Transmittal dated July 13, 1999 (the "Letter of
Transmittal"). The Company will determine the single price per $1,000 principal
amount of Debentures, not in excess of $460 nor less than $400 per $1,000
principal amount of Debentures, net to the seller in cash (the "Purchase
Price"), that it will pay for Debentures properly tendered pursuant to the
Tender Offer, taking into account the number of Debentures so tendered and the
prices specified by tendering holders. The Company will select the lowest
Purchase Price that will allow it to buy up to $97 million aggregate principal
amount of Debentures (or such lesser amount of Debentures as are properly
tendered at prices not in excess of $460 nor less than $400 per $1,000 principal
amount of Debentures). Holders of Debentures properly tendered at prices at or
below the Purchase Price and not withdrawn will receive an amount equal to the
Purchase Price, subject to the terms and the conditions of the Tender Offer,
including the proration provisions, plus Accrued Interest (as defined herein)
payable to the Settlement Date (as defined herein). The Company reserves the
right, in its sole discretion, to purchase more than $97 million aggregate
principal amount of Debentures pursuant to the Tender Offer.
THE TENDER OFFER IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS,
INCLUDING, WITHOUT LIMITATION, THAT DEBENTURES REPRESENTING NOT LESS THAN $50
MILLION AGGREGATE PRINCIPAL AMOUNT BE VALIDLY TENDERED AND NOT WITHDRAWN PRIOR
TO THE EXPIRATION TIME (THE "MINIMUM TENDER CONDITION").
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE TENDER OFFER.
HOWEVER, NONE OF THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY OR THE
INFORMATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD
TENDER ANY OR ALL OF THEIR DEBENTURES, AND, IF SO, AT WHAT PRICE OR PRICES
DEBENTURES SHOULD BE TENDERED.
The Tender Offer is the second step of an overall plan to restructure
substantially all of the indebtedness of Grupo Dina and its subsidiaries through
a series of transactions more particularly described in this Offer to Purchase
under the headings "The Tender Offer--Purpose of the Tender Offer" and
"Description of the Transactions." On June 16, 1999, Grupo Dina consummated a
series of transactions (the "Transactions") pursuant to which, among other
things, it (i) became a 39% minority stockholder of its MCII Holdings (USA),
Inc. subsidiary ("MCII Holdings") and (ii) refinanced substantially all of the
indebtedness of the Company and its subsidiaries, other than the Debentures. As
part of the Transactions, MCII Holdings made a final distribution in the form of
a stock redemption to Grupo Dina in the amount of $71.4 million (the "Final
Distribution"), which represented the excess of the proceeds raised over the
aggregate of the total indebtedness refinanced, accrued interest, and
transaction premiums, fees and expenses. The Transactions were financed in part
by new indebtedness incurred by a subsidiary of MCII Holdings pursuant to debt
instruments that restrict further dividends or distributions to MCII Holdings or
Grupo Dina. The Tender Offer is being funded with a portion of the proceeds from
the Final Distribution.
<TABLE>
<CAPTION>
OUTSTANDING
ISIN NO. CUSIP NO. PRINCIPAL AMOUNT SECURITY DESCRIPTION
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<S> <C> <C> <C>
US210306 AB 29 210306 AB 2 $163,992,000 8% Convertible Subordinated
Debentures due 2004
</TABLE>
Any Debentures not surrendered in the Tender Offer (or surrendered and
properly withdrawn prior to the Expiration Time) will remain obligations of the
Company and will continue to accrue interest and have all of the benefits of the
Indenture (as defined below), including being convertible into Series L ADSs
(each a "Series L ADS") of the Company at a conversion rate of 56.88 Series L
ADSs per $1,000 principal amount of Debentures (equivalent to a conversion price
of $17.58 per Series L ADS). On July 12, 1999, the last reported sales price of
the Company's Series L ADSs on the New York Stock Exchange was $0.8125 per
Series L ADS.
The holder of each Debenture tendered and accepted for payment will receive
interest thereon from the most recent payment of semi-annual interest preceding
the Settlement Date to, but excluding, the Settlement Date, upon the terms and
subject to the conditions described herein ("Accrued Interest"). Unless the
Tender Offer is extended, the Company anticipates that the Settlement Date (as
defined below) will occur prior to the August 14, 1999 expiration of the 30-day
cure period for the next scheduled interest payment date on the Debentures. As a
result, the Company does not intend to make the scheduled interest payment due
on the Debentures on July 15, 1999, but will pay all Accrued Interest to
tendering holders of Debentures on the Settlement Date (as defined below). The
Company anticipates that it will make payment of regularly scheduled semi-annual
interest on or prior to August 14, 1999 to all holders of Debentures then
outstanding.
------------------------------
Any questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to CIBC World Markets Corp. ("CIBC" or the "Dealer
Manager") or D.F. King & Co., Inc. (the "Information Agent"), at their
respective addresses and telephone numbers set forth on the back cover of this
Offer to Purchase.
------------------------------
THE DEALER MANAGER FOR THE TENDER OFFER IS
CIBC WORLD MARKETS
July 13, 1999
<PAGE>
PURSUANT TO TERMS AND SUBJECT TO THE CONDITIONS OF THIS OFFER TO PURCHASE
AND THE LETTER OF TRANSMITTAL (THE LETTER OF TRANSMITTAL AND THIS OFFER TO
PURCHASE COLLECTIVELY REFERRED TO HEREIN AS THE "OFFERING MATERIALS"), CONSORCIO
G GRUPO DINA, S.A. DE C.V. HEREBY OFFERS TO PURCHASE UP TO $97 MILLION IN
AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES.
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
AUGUST 10, 1999, UNLESS EXTENDED (EACH SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED, AN "EXPIRATION TIME"). HOLDERS OF DEBENTURES MUST TENDER THEIR
DEBENTURES PRIOR TO THE EXPIRATION TIME IN ORDER TO RECEIVE THE PURCHASE PRICE.
SUBJECT TO THE TERMS OF THE TENDER OFFER, HOLDERS OF DEBENTURES MAY WITHDRAW
TENDERED DEBENTURES AT ANY TIME PRIOR TO THE EXPIRATION TIME, BUT NOT THEREAFTER
(EXCEPT UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED MORE FULLY HEREIN).
ACCORDINGLY, IF THE DEBENTURES ARE ACCEPTED FOR PAYMENT PURSUANT TO THE
TENDER OFFER, HOLDERS WHO VALIDLY TENDER THEIR DEBENTURES PURSUANT TO THE TENDER
OFFER PRIOR TO THE EXPIRATION TIME WILL RECEIVE CONSIDERATION EQUAL TO THE
PURCHASE PRICE, PLUS ACCRUED INTEREST.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE TENDER OFFER (INCLUDING,
IF THE TENDER OFFER IS EXTENDED OR AMENDED, THE TERMS AND CONDITIONS OF ANY SUCH
EXTENSION OR AMENDMENT) AND APPLICABLE LAWS, PROMPTLY FOLLOWING THE DATE ON
WHICH THE COMPANY ACCEPTS DEBENTURES FOR PURCHASE AND PAYMENT (THE "ACCEPTANCE
DATE"), THE COMPANY WILL PAY FOR ANY DEBENTURES VALIDLY TENDERED (AND NOT
WITHDRAWN) THAT ARE ACCEPTED FOR PAYMENT PURSUANT TO THE TENDER OFFER (THE DATE
OF SUCH PAYMENT, THE "SETTLEMENT DATE"). PAYMENT FOR ANY SUCH DEBENTURE WILL BE
MADE IN IMMEDIATELY AVAILABLE (SAME-DAY) FUNDS. ACCRUED INTEREST PAYABLE ON THE
DEBENTURES ACCEPTED FOR PAYMENT IN THE TENDER OFFER WILL BE PAID IN IMMEDIATELY
AVAILABLE (SAME-DAY) FUNDS CONCURRENTLY WITH THE PAYMENT OF THE PURCHASE PRICE
THEREFOR.
DEBENTURES THAT ARE NOT TENDERED AND ACCEPTED FOR PAYMENT PURSUANT TO THE
TENDER OFFER WILL REMAIN OBLIGATIONS OF THE COMPANY AND WILL CONTINUE TO BE
SUBJECT TO THE BENEFITS OF THE INDENTURE.
NOTWITHSTANDING ANY OTHER PROVISION OF THE TENDER OFFER, THE COMPANY'S
OBLIGATION TO ACCEPT FOR PAYMENT AND TO PAY FOR DEBENTURES VALIDLY TENDERED
PURSUANT TO THE TENDER OFFER IS CONDITIONED UPON (1) THE SATISFACTION OF THE
MINIMUM TENDER CONDITION; AND (2) SATISFACTION OF THE OTHER CONDITIONS OF THE
TENDER OFFER SET FORTH HEREIN. SEE "THE TENDER OFFER--CONDITIONS OF THE TENDER
OFFER" AND "DESCRIPTION OF THE TRANSACTIONS."
THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF DEBENTURES
FOR PURCHASE BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF DEBENTURES IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT BE
IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
IMPORTANT INFORMATION
Any holder desiring to tender Debentures should either (i) in the case of a
holder who holds physical certificates evidencing such Debentures, complete and
sign the accompanying Letter of Transmittal (or a facsimile thereof) in
accordance with the instructions set forth therein, have its signature thereon
guaranteed, if required, and mail or deliver the Letter of Transmittal (or such
manually signed facsimile) together with the certificate(s) evidencing such
Debentures and any other required documents to Bankers Trust Company, as
depositary (the "Depositary"), at the address set forth in the Letter of
Transmittal, or (ii) in the case of a holder who holds Debentures in book-entry
form, follow the procedures set forth under "The Tender Offer--Procedures for
Tendering Debentures--Tender of Debentures Held Through DTC; Book-Entry
Transfer." To properly tender Debentures, holders must complete the section of
the Letter of Transmittal relating to the price at which they are tendering
Debentures. A BENEFICIAL OWNER WHOSE DEBENTURES ARE HELD BY A BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH NOMINEE IF
SUCH BENEFICIAL OWNER DESIRES TO TENDER ITS DEBENTURES.
The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility")
has authorized DTC participants that hold Debentures on behalf of beneficial
owners of Debentures through DTC to
i
<PAGE>
tender their Debentures as if they were holders of Debentures. To effect a
tender, DTC participants may, in lieu of delivering the Letter of Transmittal,
transmit their acceptance to DTC through the DTC Automated Tender Offer Program
("ATOP") for which the transactions will be eligible and follow the procedure
for book-entry transfer set forth in "The Tender Offer--Procedures for Tendering
Debentures."
Any holder who desires to tender Debentures, but who cannot comply with the
procedures set forth herein for tender on a timely basis or whose certificates
for Debentures are not immediately available, may tender the Debentures by
following the procedures for guaranteed delivery set forth under "The Tender
Offer--Guaranteed Delivery Procedure."
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO A TENDER OF DEBENTURES.
AVAILABLE INFORMATION
The Company is a "foreign private issuer" subject to the reporting and other
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information may be inspected and copied at the Public
Reference Section of the Commission located at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C., 20549, and at the Commission's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; Seven World Trade Center, Suite 1300, New York, New York 10048;
and 5670 Wilshire Boulevard, Suite 500, Los Angeles, California 90036. Please
call the Commission at (202) 942-8090 for more information regarding the public
reference rooms and its copy charges. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxies and
other information regarding registrants that file electronically with the
Commission, and certain of the Company's filings are available at such web site.
This Offer to Purchase constitutes a part of an Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4") filed with the Commission by
Grupo Dina pursuant to Section 13(e)(1) of the Exchange Act and the rules and
regulations promulgated thereunder. The Schedule 13E-4 and all exhibits thereto
are incorporated in this Offer to Purchase by reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Grupo Dina with the Commission are
incorporated in the Offering Materials by reference:
1. Annual Report on Form 20-F for the year ended December 31, 1998; and
2. Report on Form 6-K dated May 1, 1999.
All documents and reports filed by Grupo Dina with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the Expiration Time shall be deemed to be incorporated by
reference herein and shall be a part hereof from the date of filing any such
documents and reports.
Any statement contained in a document or report incorporated or deemed to be
incorporated by reference herein, or contained in the Offering Materials, shall
be deemed to be modified or superseded for purposes of the Offering Materials to
the extent that a statement contained herein or in any subsequently filed
document or report that also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Offering Materials. Copies of documents incorporated herein by reference
(excluding exhibits, unless such exhibits are specifically incorporated herein
by reference) are available without charge, on request by any person to whom any
of the Offering Materials is delivered.
ii
<PAGE>
Requests for the Company's documents referred to above should be directed to
the Company at Tlacoquemecatl 41, Colonia del Valle, 03100, Mexico D.F., Mexico
(Telephone Number: (525) 420-3900), Attention: Sergio Jimenez Vazquez.
FORWARD-LOOKING STATEMENTS
The Offering Materials, including the documents that are incorporated by
reference herein as set forth in "Incorporation of Certain Information by
Reference," contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section
21E of the Exchange Act. These statements are based upon management's beliefs
and assumptions and information available to management at the time such
statements are made and are subject to risks and uncertainties. Forward-looking
statements include the information concerning possible or assumed future results
of operations of the Company set forth (1) under "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Grupo Dina's Annual Report on Form 20-F and (2) in this document and the
documents incorporated herein by reference preceded by, followed by, or that
include, the words "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "indicates," "may be," "objective," "predicts," "will be" or
similar expressions (including their use in the negative).
Forward-looking statements are not guarantees of performance. The future
results of the Company may differ materially from those expressed in such
forward-looking statements. Many of the factors that will determine these
results are beyond the ability of the Company to control or predict. Holders of
the Debentures are cautioned not to put undue reliance on any forward-looking
statement.
Holders of the Debentures should understand that a number of factors, in
addition to those discussed herein and elsewhere in the documents which are
incorporated by reference herein, could affect the Company and could cause
results to differ materially from those expressed in such forward-looking
statements. Among these factors are: (i) substantial competition in the
Company's markets, (ii) the Company's substantial leverage and uncertainties
associated with servicing its debt principally through its Mexican heavy-duty
truck operations, (iii) risks associated with new product launches of the scope
being undertaken by the Company, (iv) failure to successfully penetrate the U.S.
and Canadian truck markets, (v) changes in laws or regulations, and approvals
and decisions of courts, regulators and governmental bodies, (vi) uncertainties
associated with the general economic conditions in the Company's markets, (vii)
dependence on the Mexican heavy-duty truck industry, (viii) risks associated
with conducting business in Mexico, (ix) foreign currency risks and (x)
dependence on suppliers. Further, the Company operates in an industry sector
where securities' values may be volatile and may be influenced by economic and
other factors beyond the Company's control. As a result of the foregoing and
other factors, no assurance can be given as to the future results and
achievements of the Company. Neither the Company nor any other person assumes
responsibility for the accuracy and completeness of these statements. The
Company does not intend, and undertakes no obligation, to update these
forward-looking statements.
------------------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THE
OFFERING MATERIALS (WHICH INCLUDE THE MATERIALS APPENDED THERETO) OTHER THAN
THOSE CONTAINED THEREIN OR IN THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE DEALER MANAGER, THE
DEPOSITARY, OR THE INFORMATION AGENT. THE DELIVERY OF THE OFFERING MATERIALS
(WHICH INCLUDE THE MATERIALS APPENDED THERETO) SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE THEREOF, OR THAT THE INFORMATION THEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE THEREOF.
iii
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
IMPORTANT INFORMATION...................................................................................... i
AVAILABLE INFORMATION...................................................................................... ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................................................... ii
FORWARD-LOOKING STATEMENTS................................................................................. iii
SUMMARY.................................................................................................... 1
THE TENDER OFFER........................................................................................... 5
Terms of the Tender Offer; Proration..................................................................... 5
Purpose of the Tender Offer.............................................................................. 7
Procedures for Tendering Debentures...................................................................... 8
Guaranteed Delivery Procedure............................................................................ 11
Withdrawal of Tenders.................................................................................... 12
Acceptance of Debentures for Purchase; Payment of the Purchase Price..................................... 13
Conditions of the Tender Offer........................................................................... 14
Expiration Time; Extensions; Termination; Amendments..................................................... 15
Lost or Missing Certificates............................................................................. 16
CONSIDERATIONS FOR NON-TENDERING HOLDERS OF DEBENTURES..................................................... 17
Restrictions on the Minority Affiliates of Grupo Dina from Making Dividends and Other Distributions...... 17
Dependence on Mexican Truck Operations................................................................... 17
Incurrence of Additional Indebtedness.................................................................... 17
Adverse Effects on Trading Market for the Debentures..................................................... 18
CERTAIN INFORMATION CONCERNING THE COMPANY................................................................. 18
DESCRIPTION OF THE TRANSACTIONS............................................................................ 19
Sources and Uses of Funds................................................................................ 20
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION...................................................... 22
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION............................................. 24
MARKET PRICE INFORMATION................................................................................... 27
The Debentures........................................................................................... 27
The Series L ADSs........................................................................................ 27
Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Debentures.... 27
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................................................... 28
Sale of Debentures Pursuant to the Tender Offer.......................................................... 29
Backup Withholding....................................................................................... 29
DEALER MANAGER............................................................................................. 30
DEPOSITARY................................................................................................. 30
INFORMATION AGENT.......................................................................................... 30
FEES AND EXPENSES.......................................................................................... 30
MISCELLANEOUS.............................................................................................. 31
</TABLE>
iv
<PAGE>
SUMMARY
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE CONVENIENCE OF THE
HOLDERS OF THE DEBENTURES. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MORE DETAILED INFORMATION CONTAINED ELSEWHERE, OR INCORPORATED
BY REFERENCE, IN THIS OFFER TO PURCHASE. CAPITALIZED TERMS NOT OTHERWISE DEFINED
IN THIS SUMMARY HAVE THE MEANINGS ASSIGNED TO THEM ELSEWHERE IN THIS OFFER TO
PURCHASE.
<TABLE>
<S> <C>
The Offeror..................... Consorcio G Grupo Dina, S.A. de C.V.
The Tender Offer................ Offer to purchase for cash up to $97 million aggregate
principal amount of Debentures at the Purchase Price set
forth below, subject to the Minimum Tender Condition.
The Debentures.................. The following table sets forth the ISIN and CUSIP numbers,
outstanding principal amount and security description for
the Debentures:
</TABLE>
<TABLE>
<CAPTION>
OUTSTANDING
ISIN NO. CUSIP NO. PRINCIPAL AMOUNT SECURITY DESCRIPTION
- ------------------- --------------- ---------------- ---------------------------------
<S> <C> <C> <C>
US210306 AB 29 210306 AB 2 $163,992,000 8% Convertible Subordinated
Debentures due 2004
</TABLE>
<TABLE>
<S> <C>
Consideration for the
Tender Offer.................. The consideration for each $1,000 principal amount of
Debentures tendered and accepted for payment pursuant to
the Tender Offer shall be (1) a single Purchase Price
selected by the Company which will not be more than $460
nor less than $400 per $1,000 principal amount of
Debentures, plus (2) Accrued Interest payable on the
Settlement Date.
The Expiration Time............. The Tender Offer will expire at 5:00 p.m., New York City
time, on Tuesday, August 10, 1999 unless extended by the
Company.
Acceptance Date................. The date the Company accepts the Debentures for purchase
pursuant to the Tender Offer.
Settlement Date................. The Purchase Price and Accrued Interest for Debentures
properly tendered and accepted for payment will be paid
promptly following the Acceptance Date (i.e., the
Settlement Date). Payment will be made in immediately
available (same-day) funds. See "The Tender
Offer--Acceptance of Debentures for Purchase; Payment of
the Purchase Price."
Procedures for Tendering
Debentures.................... See "The Tender Offer--Procedures for Tendering
Debentures" and "--Guaranteed Delivery Procedure." For
further information, call the Dealer Manager or the
Information Agent at the phone numbers set forth on the
back cover of this Offer to Purchase or consult your
broker, dealer, commercial bank or trust company for
assistance. A BENEFICIAL OWNER WHOSE DEBENTURES ARE HELD
BY A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE MUST CONTACT SUCH NOMINEE IF SUCH BENEFICIAL
OWNER DESIRES TO TENDER ITS DEBENTURES. DTC participants
may, in lieu of completing and signing the Letter of
Transmittal, transmit their acceptance to DTC through
ATOP.
</TABLE>
1
<PAGE>
<TABLE>
<S> <C>
Withdrawal Rights............... Tenders of Debentures may be withdrawn at any time prior
to the Expiration Time, by following the procedures
described herein. Tenders of Debentures may not be
withdrawn following the Expiration Time except under
certain limited circumstances. See "The Tender
Offer--Withdrawal of Tenders."
Purpose of the Tender Offer..... The Company is making the Tender Offer as a second step of
an overall plan to restructure substantially all of the
indebtedness of Grupo Dina and its subsidiaries through a
series of transactions more particularly described under
"Description of the Transactions." The Transactions were
undertaken to alleviate liquidity issues created by a
capital structure that restricted the free flow of funds
within the consolidated group of Grupo Dina companies. As
part of the Transactions, MCII Holdings made the $71.4
million Final Distribution to Grupo Dina, representing the
excess of the proceeds raised over the aggregate of the
total indebtedness refinanced, accrued interest, and
transaction premiums, fees and expenses.
The Company's Board of Directors is making a portion of
the net proceeds from the Final Distribution available to
holders of Debentures pursuant to the Tender Offer in
order to further reduce Grupo Dina's debt service
requirements. Because the Debentures are not listed on any
exchange and to the Company's knowledge are traded
infrequently, the Board believes that many holders may
find the Tender Offer attractive as a means for a large
number of holders to concurrently sell their Debentures at
a price consistent with the average market prices
prevailing prior to the announcement and commencement of
the Tender Offer. See "The Tender Offer--Purpose of the
Tender Offer" and "Description of the Transactions."
Certain Conditions Precedent to
the Tender Offer.............. Notwithstanding any other provision of the Tender Offer
(or any extensions or amendments thereof), the Company
will not be required to accept for payment, or pay for,
any Debentures tendered, may terminate the Tender Offer
and may, subject to Rule 14e-1 under the Exchange Act,
postpone the acceptance of any Debentures tendered or
delay payment for Debentures accepted for payment, if,
among other things:
(a) the Minimum Tender Condition, which requires that
Debentures representing not less than $50 million in
aggregate principal amount be validly tendered (and
not withdrawn) prior to the Expiration Time, shall
not have been satisfied; or
(b) any other condition to the consummation of the Tender
Offer remains unsatisfied.
See "The Tender Offer--Conditions of the Tender Offer."
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
Certain Consequences to Holders
of Debentures Not Tendering... Consummation of the Tender Offer may have adverse
consequences for holders of Debentures who elect not to
tender Debentures in the Tender Offer, including the
following:
- Except for the Final Distribution to Grupo Dina, the
new indebtedness incurred by Transportation Manufacturing
Operations, Inc., a wholly-owned subsidiary of MCII
Holdings ("TMO"), as part of the Transactions contains
covenants restricting TMO's ability to make
distributions to Grupo Dina. As a result of the
Transactions, (1) Grupo Dina, now a minority
shareholder in MCII Holdings, no longer has the ability
to control the decisions (including dividend policies
and payments) of MCII Holdings and TMO and (2) TMO's
ability to pay dividends to Grupo Dina is limited by
certain restrictive covenants imposed by TMO's new
senior subordinated notes and credit facility.
Therefore, dividends paid to Grupo Dina by its Mexican
truck operations are likely to be the principal source
of cash flows available to Grupo Dina to service the
Debentures;
- The recent operating performance of the Company's
Mexican truck operations have been significantly and
adversely affected by the economic crisis generally
experienced in Mexico, increasing competition in the
Mexican truck market and the necessity to develop a new
proprietary line of truck products as a result of the
expiration of a product technology license. To address
these issues, Grupo Dina has undertaken a strategy to
focus on exporting its newly developed line of trucks
to the United States and Canada. This strategy is
highly capital intensive and involves numerous risks.
Although Grupo Dina is committing substantial capital
and managerial resources to its strategy, no assurance
can be given that its new product line will be
successfully executed or that it will be able to
successfully penetrate the U.S. and Canadian truck
markets;
- As part of the Transactions, substantially all of the
outstanding indebtedness, other than the Debentures, of
Grupo Dina and its subsidiaries has been repaid and
retired. Consequently, all the covenants restricting
Grupo Dina's ability to incur additional indebtedness
have been eliminated. The incurrence by Grupo Dina of
substantial additional indebtedness in the future and
any restrictive covenants that are a part thereof could
adversely affect the holders of Debentures that do not
tender; and
- The trading market for Debentures not tendered in
response to the Tender Offer is likely to be significantly
more limited.
For a discussion of certain factors that should be
considered in evaluating the Tender Offer, see
"Considerations for Non-Tendering Holders of Debentures"
and "Certain Information Concerning the Company."
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Certain United States Federal
Income Tax Considerations..... For a summary of the material United States Federal income
tax consequences of the Tender Offer, see "Certain Federal
Income Tax Consequences."
Waivers; Extensions; Amendments;
Termination................... The Company expressly reserves the right, in its sole
discretion, subject to applicable law, at any time or from
time to time, to (1) waive any condition to the Tender
Offer and accept all Debentures previously tendered
pursuant to the Tender Offer, (2) extend the Expiration
Time and retain all Debentures tendered pursuant to the
Tender Offer, subject, however, to the withdrawal rights
of holders as described under "The Tender
Offer--Withdrawal of Tenders," (3) amend the terms of the
Tender Offer in any respect and (4) terminate the Tender
Offer and not accept for purchase any Debentures upon
failure of any of the conditions to the Tender Offer. Any
amendment applicable to the Tender Offer will apply to all
Debentures tendered pursuant to the Tender Offer. See "The
Tender Offer-- Expiration Time; Extensions; Termination;
Amendments."
Brokerage Commissions........... The Company will pay soliciting dealer's fees of $2.00 per
$1,000 principal amount of Debentures tendered and
accepted for payment in the Tender Offer from brokers,
dealers and other persons for soliciting tenders of
Debentures from their clients pursuant to the Tender
Offer. In addition, brokers, dealers, commercial banks and
trust companies and other nominees will, upon request, be
reimbursed by the Company for customary clerical and
mailing expenses incurred by them in forwarding offering
materials to their clients. Holders of Debentures who
tender in the Tender Offer will not be required to pay
brokerage commissions or fees or, subject to the
instructions in the Letter of Transmittal, transfer taxes
with respect to the tender of Debentures pursuant to the
Tender Offer. The Company will pay all charges and
expenses, other than certain applicable taxes, in
connection with the Tender Offer. See "Fees and Expenses."
Dealer Manager.................. CIBC World Markets Corp.
Depositary...................... Bankers Trust Company
Information Agent............... D.F. King & Co., Inc.
Position of the Company and its
Directors..................... Neither the Company nor its Board of Directors makes any
recommendation to any holder as to whether to tender or
refrain from tendering Debentures.
Further Information............. Additional copies of the Offering Materials may be
obtained by contacting the Dealer Manager or the
Information Agent at their respective telephone numbers
and addresses set forth on the back cover of this Offer to
Purchase. Additional copies of the documents incorporated
by reference herein may be obtained as described above
under "Available Information" and "Incorporation of
Certain Information by Reference."
</TABLE>
4
<PAGE>
THE TENDER OFFER
TERMS OF THE TENDER OFFER; PRORATION
Upon the terms and subject to the conditions set forth herein (including, if
this Offer to Purchase is supplemented or amended, the terms of any such
supplement or amendment) and in the accompanying Letter of Transmittal, the
Company is offering to purchase for cash up to $97 million aggregate principal
amount of Debentures at the Purchase Price described below.
The Tender Offer is the second step of an overall plan to restructure
substantially all of the indebtedness of Grupo Dina and its subsidiaries through
a series of transactions more particularly described herein under the headings
"--Purpose of the Tender Offer" and "Description of the Transactions."
The Company will select the lowest Purchase Price that will allow it to buy
up to $97 million aggregate principal amount of Debentures or such lesser amount
of Debentures as are validly tendered (and not properly withdrawn) prior to the
Expiration Time at prices not in excess of $460 nor less than $400 per $1,000
principal amount of Debentures. In the event of an over-subscription of the
Tender Offer as described below, Debentures tendered at or below the Purchase
Price prior to the Expiration Time will be subject to proration as explained
below. The proration period also expires at the Expiration Time.
In accordance with the instructions set forth in the Letter of Transmittal,
holders desiring to tender Debentures must specify the price, not in excess of
$460 nor less than $400 per $1,000 principal amount of Debentures, at which they
are willing to sell their Debentures to the Company. As promptly as practicable
following the Expiration Time, the Company will, in its sole discretion,
determine the Purchase Price that it will pay for Debentures properly tendered
pursuant to the Tender Offer and not withdrawn, taking into account the number
of Debentures tendered and the prices specified by tendering holders. The
Company intends to select the lowest Purchase Price, not in excess of $460 nor
less than $400 per $1,000 principal amount of Debentures, that will enable it to
purchase in cash $97 million aggregate principal amount of Debentures (or such
lesser amount of Debentures as are properly tendered) pursuant to the Tender
Offer. Debentures properly tendered pursuant to the Tender Offer at or below the
Purchase Price and not withdrawn will be purchased at the Purchase Price,
subject to the terms and conditions of the Tender Offer, including the proration
provisions. All Debentures tendered and not purchased pursuant to the Tender
Offer, including Debentures tendered at prices in excess of the Purchase Price
and Debentures not purchased because of proration, will be returned to the
tendering holders at the Company's expense as promptly as practicable following
the Expiration Time.
<TABLE>
<CAPTION>
OUTSTANDING
ISIN NO. CUSIP NO. PRINCIPAL AMOUNT SECURITY DESCRIPTION
- ------------------- --------------- ---------------- ---------------------------------
<C> <C> <S> <C>
US210306 AB 29 210306 AB 2.... $163,992,000 8% Convertible Subordinated
Debentures due 2004
</TABLE>
The Debentures were issued under the Indenture, dated August 8, 1994 (the
"Indenture"), among the Company, as issuer, and Bankers Trust Company, as
trustee (the "Trustee").
To the extent permitted by applicable law, the Company reserves the right to
extend, delay, accept, amend or terminate the Tender Offer. To the extent
permitted by applicable law, any or all of the conditions to the Tender Offer
may be waived by the Company.
Debentures may be tendered and will be accepted for purchase only in
denominations of $1,000 principal amount and integral multiples thereof. The
Company shall be deemed to have accepted validly tendered Debentures in the
Tender Offer when, as and if the Company has given oral or written notice
thereof to the Depositary. The Depositary will act as agent for the tendering
holders of
5
<PAGE>
Debentures for the purposes of receiving the cash consideration from the
Company. In the event the Company increases the consideration offered for
Debentures in the Tender Offer, such increased consideration will be paid with
regard to all Debentures accepted in the Tender Offer, including those accepted
before the announcement of any such increase.
If less than all the principal amount of Debentures held by a holder is
tendered and accepted pursuant to the Tender Offer, the Company will issue, and
the Trustee will authenticate and deliver to or on the order of the holder
thereof, at the expense of the Company, new Debentures of authorized
denominations, in principal amount equal to the portion of the Debentures not
tendered or not accepted, as the case may be, as promptly as practicable after
the Expiration Time.
No Debenture tendered pursuant to the Tender Offer may be converted into
Series L ADSs after such Debenture has been properly tendered to the Depositary
unless the tender of such Debenture is properly withdrawn, the Company fails to
pay the Purchase Price, or the Tender Offer is terminated without the purchase
of Debentures.
The Company will pay soliciting dealer's fees of $2.00 per $1,000 principal
amount of Debentures tendered and accepted for payment in the Tender Offer from
brokers, dealers and other persons for soliciting tenders of Debentures from
their clients pursuant to the Tender Offer. In addition, brokers, dealers,
commercial banks and trust companies and other nominees will, upon request, be
reimbursed by the Company for customary clerical and mailing expenses incurred
by them in forwarding offering materials to their clients. Holders of Debentures
who tender in the Tender Offer will not be required to pay brokerage commissions
or fees or, subject to the instructions in the Letter of Transmittal, transfer
taxes with respect to the tender of Debentures pursuant to the Tender Offer. The
Company will pay all charges and expenses, other than certain applicable taxes,
in connection with the Tender Offer. See "Fees and Expenses."
No appraisal rights are available to holders of Debentures in connection
with the Tender Offer.
The Company will not be obligated to accept tendered Debentures for purchase
and to pay the Purchase Price pursuant to the Tender Offer unless, among other
things, the Minimum Tender Condition and the other conditions set forth herein
shall have been satisfied or waived. See "--Conditions of the Tender Offer."
Any Debentures not surrendered in the Tender Offer (or surrendered and
properly withdrawn prior to the Expiration Time) will remain obligations of the
Company and will continue to accrue interest and be entitled to all of the
benefits of the Indenture, including being convertible into Series L ADSs of the
Company at a conversion rate of 56.88 Series L ADSs per $1,000 principal amount
of Debentures (equivalent to a conversion price of $17.58 per Series L ADS). On
July 12, 1999, the last reported sales price on the New York Stock Exchange
("NYSE") of the Company's Series L ADSs was $0.8125 per Series L ADS.
The Company reserves the right in the future to seek to acquire Debentures
not tendered in the Tender Offer by means of open market purchases, privately
negotiated acquisitions, exchange offers, subsequent tender offers, redemptions
or otherwise, at prices or on terms which may be higher or lower or more or less
favorable than those in the Tender Offer. The terms of any such purchases or
offers could differ materially from the terms of the Tender Offer. In addition,
the Company reserves the right to redeem Debentures not tendered in the Tender
Offer pursuant to the terms of the Indenture.
PRORATION. In the event that proration of tendered Debentures is required,
the Company will determine the proration factor as soon as practicable following
the Expiration Time. Proration for each holder tendering Debentures shall be
based on the ratio of the number of Debentures tendered by such holder to the
total number of Debentures tendered by all holders, at or below the Purchase
Price. Because of the difficulty in determining the number of Debentures
properly tendered (including
6
<PAGE>
Debentures tendered by guaranteed delivery procedures, as described below) and
not withdrawn, the Company does not expect that it will be able to announce the
final proration factor or commence payment for any Debentures purchased pursuant
to the Tender Offer until approximately five NYSE trading days after the
Expiration Time. The preliminary results of any proration will be announced by
press release as promptly as practicable after the Expiration Time. Holders may
obtain such preliminary information from the Information Agent or the Dealer
Manager and may be able to obtain such information from their brokers.
PURPOSE OF THE TENDER OFFER
The Company's Board of Directors is making the Tender Offer as a second step
of an overall plan to restructure substantially all of the indebtedness of Grupo
Dina and its subsidiaries.
Commencing in 1995, the Company's two principal lines of business began to
experience divergent operating results. While the Company's North American coach
business experienced strong growth and operating results, its Mexican truck
operations were negatively impacted by the economic crisis generally experienced
in the Mexican economy. The Mexican economic crisis was characterized by
exchange rate instability, high inflation, high domestic interest rates,
negative economic growth and reduced consumer purchasing power.
At the same time, the capital needs of Grupo Dina's Mexican truck
subsidiary, Dina Camiones, S.A. de C.V. ("Camiones"), significantly increased
with the expiration of its longstanding product technology license with Navistar
International Corp. ("Navistar") and the resulting need to develop its own
proprietary line of trucks. The Company's capital structure included significant
indebtedness at both the holding company and subsidiary levels and many of the
debt instruments governing subsidiary indebtedness contained covenants
restricting their ability to declare and pay dividends and make other
distributions to the Company. In early 1999, Grupo Dina recognized a pending
liquidity crisis as it anticipated that the Company and its Mexican subsidiaries
had insufficient cash flows to service their indebtedness, and the indebtedness
of the Company's U.S. subsidiaries prohibited the transfer of available cash for
this purpose. The Company undertook the series of transactions more particularly
described under "Description of the Transactions" to restructure its
indebtedness and alleviate these liquidity concerns.
As part of the consummation of the Transactions on June 16, 1999, Grupo
Dina, among other things, (i) became a 39% minority stockholder of its MCII
Holdings subsidiary and (ii) refinanced substantially all of the indebtedness of
the Company and its subsidiaries, other than the Debentures. In addition, MCII
Holdings made the $71.4 million Final Distribution to Grupo Dina, representing
the excess of the proceeds raised over the aggregate of the total indebtedness
refinanced, accrued interest, and transaction premiums, fees and expenses of the
Transactions. The Transactions were financed in part by new indebtedness
incurred by TMO, pursuant to debt instruments that restrict further dividends or
distributions to MCII Holdings or Grupo Dina. See "Description of the
Transactions." As a result, holders of Debentures outstanding after the
consummation of the Tender Offer may have to rely primarily on the dividends
paid to Grupo Dina by Camiones.
The Company's Board of Directors is making a portion of the net proceeds
from the Final Distribution available to holders of Debentures pursuant to the
Tender Offer in order to further reduce Grupo Dina's debt service requirements.
Because the Debentures are not listed on any exchange and to the Company's
knowledge are traded infrequently, the Board believes that many holders may find
the Tender Offer attractive as a means for a large number of holders to
concurrently sell their Debentures at a price consistent with the average market
prices prevailing prior to the announcement and commencement of the Tender
Offer. In addition, the Tender Offer affords to those holders who desire
liquidity an opportunity to sell all or a portion of their Debentures without
the usual transaction costs associated with open market sales.
7
<PAGE>
The Tender Offer also provides holders who are considering a sale of all or
a portion of their Debentures the opportunity to determine the price or prices
(not greater than $460 nor less than $400 per $1,000 principal amount of
Debentures) at which they are willing to sell their Debentures and, if any such
Debentures are purchased pursuant to the Tender Offer, to sell those Debentures
for cash to the Company.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE TENDER OFFER.
HOWEVER, HOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER DEBENTURES AND,
IF SO, WHAT AMOUNT OF DEBENTURES TO TENDER AND THE PRICE OR PRICES AT WHICH
DEBENTURES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY HOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING DEBENTURES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS
AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
The Company may in the future purchase additional Debentures on the open
market, in private transactions, through tender offers or otherwise. Any such
purchases may be on the same terms as, or on terms that are more or less
favorable to holders than, the terms of the Tender Offer. However, Rule 13e-4
promulgated under the Exchange Act generally prohibits the Company and its
affiliates from purchasing any Debentures, other than pursuant to the Tender
Offer, until at least ten business days after the expiration or termination of
the Tender Offer. Any possible future purchases by the Company will depend on
many factors, including, without limitation, the market price of the Debentures,
the results of the Tender Offer, the Company's business and financial position
and general economic and market conditions.
PROCEDURES FOR TENDERING DEBENTURES
The tender by a holder of Debentures pursuant to one of the procedures set
forth below will constitute a binding agreement between such holder and the
Company in accordance with the terms and subject to the conditions set forth
herein and in the Letter of Transmittal. The tender of Debentures will
constitute an agreement to deliver good and marketable title to all tendered
Debentures prior to the Expiration Time free and clear of all liens, charges,
claims, encumbrances, interests and restrictions of any kind.
VALID TENDER. To be tendered effectively pursuant to the Tender Offer, (a)
a completed Letter of Transmittal (or a facsimile thereof), duly executed by the
tendering holder with any required signature guarantee(s), together with the
certificates for tendered Debentures and any other documents required by the
Letter of Transmittal, must be received by the Depositary at its address set
forth on the back cover hereof or (b) delivery of Debentures may be effected
through the deposit of Debentures with DTC and making book-entry delivery as set
forth below and electronically transmitting its acceptance through ATOP, each
prior to the Expiration Time; provided, however, that the tendering holder may
instead comply with the guaranteed delivery procedure set forth under the
heading "--Guaranteed Delivery Procedure."
HOLDERS DESIRING TO TENDER DEBENTURES PURSUANT TO THE TENDER OFFER MUST
PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER $1,000
PRINCIPAL AMOUNT OF DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED" ON THE
LETTER OF TRANSMITTAL THE PRICE PER $1,000 PRINCIPAL AMOUNT AT WHICH THEIR
DEBENTURES ARE BEING TENDERED.
Holders who desire to tender Debentures at more than one price must complete
a separate Letter of Transmittal for each price at which Debentures are
tendered, provided that the same Debentures cannot be tendered (unless properly
withdrawn previously in accordance with the terms of the Tender Offer) at more
than one price.
IN ORDER TO PROPERLY TENDER DEBENTURES, ONE AND ONLY ONE PRICE BOX MUST BE
CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL.
8
<PAGE>
LETTERS OF TRANSMITTAL AND DEBENTURES SHOULD BE SENT TO THE DEPOSITARY AND
NOT TO THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE TRUSTEE.
TENDER OF DEBENTURES HELD THROUGH DTC; BOOK-ENTRY TRANSFER. The Depositary
will seek to establish accounts with respect to the Debentures at DTC for the
purpose of the Tender Offer within two NYSE trading days after the date of this
Offer to Purchase. Any financial institution that is a participant in the
Book-Entry Transfer Facility's system may make book-entry delivery of Debentures
by causing DTC to transfer such Debentures into the Depositary's account in
accordance with the Book-Entry Transfer Facility's procedure for such transfer.
Holders of Debentures may contact the Depositary at its address set forth on the
back cover page hereof for information regarding withdrawal of Debentures from
the Book-Entry Transfer Facility.
The Depositary and DTC have confirmed that the Tender Offer is eligible for
ATOP. To effectively tender Debentures that are held through DTC, DTC
participants may, in lieu of physically completing and signing the Letter of
Transmittal and delivering it to the Depositary, electronically transmit their
acceptance through ATOP, and DTC will then verify the acceptance and send an
Agent's Message to the Depositary for its acceptance. Delivery of tendered
Debentures must be made to the Depositary pursuant to the book-entry delivery
procedures set forth below or the tendering DTC participant must comply with
guaranteed delivery procedures set forth below.
The term "Agent's Message" means a message transmitted by DTC and received
by the Depositary and forming part of a book-entry confirmation ("Book-Entry
Confirmation"), which states that DTC has received an express acknowledgment
from a participant in DTC tendering Debentures which are the subject of such
Book-Entry Confirmation, that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that the Company may enforce
such agreement against such participant. Delivery of the Agent's Message by DTC
will satisfy the terms of the Tender Offer as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent's Message. In
the case of an Agent's Message relating to guaranteed delivery, the term means a
message transmitted by DTC and received by the Depositary, which states that DTC
has received an express acknowledgment from the participant in DTC tendering
Debentures that such participant has received and agrees to be bound by the
Notice of Guaranteed Delivery and that the Company may enforce such agreement
against such participant.
THE METHOD OF DELIVERY OF DEBENTURES AND OTHER DOCUMENTS TO THE DEPOSITARY,
INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE
TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER OF
DEBENTURES, AND EXCEPT AS OTHERWISE PROVIDED PURSUANT TO "--GUARANTEED DELIVERY
PROCEDURE," DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. INSTEAD OF EFFECTING DELIVERY BY MAIL, IT IS RECOMMENDED THAT
TENDERING HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF SUCH DELIVERY IS
BY MAIL, IT IS RECOMMENDED THAT HOLDERS OF DEBENTURES USE REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE DELIVERY TO THE DEPOSITARY PRIOR TO THE EXPIRATION
TIME.
DEBENTURES HELD BY RECORD HOLDERS. Each record holder who wishes to tender
Debentures must complete and sign a Letter of Transmittal and mail or deliver
such Letter of Transmittal and any other documents required by the Letter of
Transmittal together with certificate(s) representing all tendered Debentures,
to the Depositary at its address set forth on the back cover page of this Offer
to Purchase, or the holder must comply with the guaranteed delivery procedures
set forth in this Offer to Purchase.
All signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless the Debentures tendered or withdrawn, as the case may be, pursuant
thereto are tendered (i) by a holder of Debentures (which term, for purposes of
the Letter of Transmittal, shall include any participant in the Book-Entry
Transfer Facility whose name appears on a Debenture position listing as the
owner of Debentures) who has not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" on the
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Letter of Transmittal or (ii) for the account of an Eligible Institution. If
Debentures are registered in the name of a person other than the signer of a
Letter of Transmittal or a notice of withdrawal, as the case may be, or if
payment is to be made or certificates for unpurchased Debentures are to be
issued or returned to a person other than the holder, then the Debentures must
be endorsed by the holder, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, duly executed by
the holder, with such signatures guaranteed by an Eligible Institution. In the
event that signatures on a Letter of Transmittal (or other document) are
required to be guaranteed, such guarantee must be by a firm that is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
having an office in the United States (each of the foregoing being an "Eligible
Institution").
All signatures on a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE
Medallion Signature Program or the Stock Exchange Medallion Program; provided,
however, that signatures on the notice of withdrawal need not be guaranteed if
the Debentures being withdrawn are held for the account of a firm or other
entity identified in Rule 17ad-15 under the Exchange Act, including (as such
terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or
government securities broker; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
institution that is a participant in a Securities Transfer Association
recognized program. A withdrawal of an instruction must be executed by a DTC
participant in the same manner as such DTC participant's name appears on its
transmission through ATOP, to which such withdrawal relates.
No alternative, conditional, irregular or contingent tenders will be
accepted (unless waived). By executing a Letter of Transmittal or transmitting
an acceptance through ATOP, each tendering holder waives any right to receive
any notice of the acceptance for purchase of its Debentures.
PAYMENT OF PURCHASE PRICE. Tendering holders should indicate in the
applicable box in the Letter of Transmittal, or to the Book-Entry Transfer
Facility in the case of holders of Debentures who electronically transmit their
acceptance through ATOP, the name and address to which payment of the cash
consideration and/or certificates evidencing Debentures not accepted for
purchase, each as appropriate, are to be issued or sent, if different from the
name and address of the person signing the Letter of Transmittal or transmitting
such acceptance through ATOP, as the case may be. In the case of issuance in a
different name, the employer identification or Social Security number of the
person named must also be indicated and a Substitute Form W-9 for such recipient
must be completed. If no such instructions are given, such payment of the cash
consideration or Debentures not accepted for purchase, as the case may be, will
be made or returned, as the case may be, to the holder of such tendered
Debentures. Persons who are beneficial owners, but not holders, of Debentures
and who seek to tender Debentures should (i) contact the holder of such
Debentures and instruct such holder to tender on their behalf, (ii) obtain and
include with the accompanying Letter of Transmittal Debentures properly endorsed
for transfer by the holder or accompanied by a properly completed bond power
from the holder, with signatures on the endorsement or bond power guaranteed by
an Eligible Institution or (iii) effect a record transfer of such Debentures
from the holder to such beneficial owner and comply with the requirements
applicable to holders for tendering Debentures prior to the Expiration Time. Any
Debentures properly tendered prior to the Expiration Time accompanied by a
properly completed Letter of Transmittal or a properly transmitted Agent's
Message for such Debentures will be transferred of record by the registrar
either prior to or as of the Expiration Time at the discretion of the Company.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the federal income tax laws,
the Depositary will be required to withhold and will remit to the United States
Treasury 31% of the amount of the cash consideration paid to certain holders of
Debentures pursuant to the Offer. In order to avoid such backup withholding,
each tendering holder of Debentures electing to tender Debentures pursuant to
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<PAGE>
the Tender Offer must provide the Depositary with such holder's or payee's
correct taxpayer identification number and certify that such holder or payee is
not subject to such backup withholding by completing the Substitute Form W-9
provided in the Letter of Transmittal or an IRS Form W-8 to establish the
holders' status as an exempt foreign person.
DETERMINATION OF VALIDITY. All questions as to the amount of Debentures to
be accepted, the price to be paid for Debentures to be accepted, the form of all
documents and the validity (including the time of receipt), eligibility,
acceptance and withdrawal of tendered Debentures will be determined by the
Company in its sole discretion, which determination shall be final and binding.
The Company expressly reserves the absolute right (i) to reject any and all
tenders not in proper form and to determine whether the acceptance of or payment
by it for such tenders would be unlawful and (ii) subject to applicable law, to
waive or amend any of the conditions to the Offer or to waive any defect or
irregularity in the tender of any of the Debentures. None of the Company, the
Dealer Manager, the Depositary, the Information Agent or any other person will
be under any duty to give notification of any defects or irregularities in
tenders or will incur any liability for failure to give any such notification.
No tender of Debentures will be deemed to have been validly made until all
defects and irregularities with respect to such Debentures have been cured or
waived. Any Debentures received by the Depositary that are not properly tendered
and as to which irregularities have not been cured or waived will be returned by
the Depositary to the appropriate tendering holder as soon as practicable.
Interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the instructions thereto) by the Company will be final and
binding on all parties.
GUARANTEED DELIVERY PROCEDURE
If a holder of Debentures (DTC participants or record holders) desires to
tender such Debentures, and the Debentures are not immediately available, or if
time will not permit such holder's Debentures or any other required documents to
be delivered to the Depositary prior to the Expiration Time, or the procedures
for book-entry transfer cannot be completed prior to the Expiration Time, then
such Debentures may nevertheless be tendered for purchase if all of the
following guaranteed delivery procedure conditions are met:
(i) the tender for purchase is made by or through an Eligible Institution;
(ii) prior to the Expiration Time, the Depositary receives from such
Eligible Institution (a) a properly completed and duly executed Notice
of Guaranteed Delivery (by telegram, telex facsimile transmission, mail
or hand delivery) in the form provided, that contains a signature
guaranteed by an Eligible Institution in the form set forth in such
Notice of Guaranteed Delivery, unless such tender is for the account of
an Eligible Institution (in which case no signature guarantee shall be
required), and sets forth the name and address of the holder of the
Debentures and the principal amount of the Debentures tendered for
purchase states that the tender is being made thereby and guarantees
that, within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, together with the
Debentures and any required signature guarantees and any other
documents required by such Letter of Transmittal will be deposited by
the Eligible Institution with the Depositary or (b) an Agent's Message
with respect to guaranteed delivery that is accepted by the Company;
and
(iii) all tendered Debentures (or a confirmation of a book-entry transfer of
such Debentures into the Depositary's account at the Book-Entry
Transfer Facility as described above) as well as the Letter of
Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and all other
documents required by such Letter of Transmittal, or a properly
transmitted Agent's Message, shall be received by the Depositary within
three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
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<PAGE>
Notwithstanding any other provision hereof, the purchase of Debentures
pursuant to the Tender Offer will in all cases be made only after timely receipt
by the Depositary of certificates for such Debentures (or Book-Entry
Confirmation thereof) and the Letter of Transmittal (or manually signed
facsimile thereof) in respect thereof, properly completed and duly executed,
together with any required signature guarantees and any other documents required
by such Letter of Transmittal or a properly transmitted Agent's Message.
WITHDRAWAL OF TENDERS
Tenders of Debentures may be withdrawn pursuant to the Tender Offer at any
time prior to the Expiration Time. Thereafter, such tenders may be withdrawn
only if the Tender Offer is terminated without any Debentures being accepted by
the Company for purchase thereunder or if the Company reduces the Purchase Price
or the principal amount of the Debentures subject to the Tender Offer.
Any holder of Debentures who has tendered Debentures may withdraw such
Debentures prior to the Expiration Time by delivery of a written notice of
withdrawal, subject to the limitations described herein. To be effective, a
written telegraphic, telex or facsimile transmission notice of withdrawal (or a
notice delivered by hand or by mail) of a tender must (i) be timely received by
the Depositary at its address set forth on the back cover hereof prior to the
Expiration Time, (ii) specify the name of the person having tendered the
Debentures to be withdrawn, the principal amount of such Debentures to be
withdrawn and, if certificates for Debentures have been tendered, the name of
the holder(s) of such Debentures as set forth in such certificates if different
from that of the person who tendered such Debentures, (iii) identify the
Debentures to be withdrawn and (iv) (a) be signed by the holder in the same
manner as the original signature on the Letter of Transmittal by which such
Debentures were tendered (including any required signature guarantees) or (b) be
accompanied by evidence satisfactory to the Company and the Depositary that the
holder withdrawing such tender has succeeded to beneficial ownership of such
Debentures. If certificates representing Debentures to be withdrawn have been
delivered or otherwise identified to the Depositary, then the name of the holder
and the serial numbers of the particular certificate evidencing the Debentures
to be withdrawn and a signed notice of withdrawal with signatures guaranteed by
an Eligible Institution, except in the case of Debentures tendered by an
Eligible Institution (in which case no signature guarantee shall be required),
must also be so furnished to the Depositary as described above prior to the
physical release of the certificates for the withdrawn Debentures. If Debentures
have been tendered pursuant to the procedures for book-entry transfer as
described above, any notice of withdrawal of Debentures must also specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Debentures. The Company reserves the right to
contest the validity of any withdrawal. A purported notice of withdrawal which
is not received by the Depositary in a timely fashion will not be effective to
withdraw a Debenture previously tendered.
Any permitted withdrawals of tenders of Debentures may not be rescinded, and
any Debentures properly withdrawn will thereafter be deemed not validly tendered
for purposes of the Tender Offer; provided, however, that withdrawn Debentures
may be re-tendered by again following one of the appropriate procedures
described herein at any time prior to the Expiration Time.
If the Company extends the Tender Offer or is delayed in its acceptance for
purchase of Debentures or is unable to purchase Debentures pursuant to the
Tender Offer for any reason, then, without prejudice to the Company's rights
under the Tender Offer, the Depositary may, subject to applicable law, retain
tendered Debentures on behalf of the Company, and such Debentures may not be
withdrawn (subject to Rule 14e-1 under the Exchange Act, which requires that the
Company deliver the consideration offered or return the Debentures deposited by
or on behalf of the holders of Debentures promptly after the termination or
withdrawal of the Tender Offer), except to the extent that tendering holders are
entitled to withdrawal rights as described herein. See "--Expiration Time;
Extensions; Termination; Amendments."
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<PAGE>
All questions as to the validity, form and eligibility (including the time
of receipt) of notices of withdrawal of Debentures will be determined in the
sole discretion of the Company, whose determination will be final and binding on
all parties. None of the Company, the Dealer Manager, the Depositary, the
Information Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal of
Debentures or incur any liability for failure to give any such notification.
ACCEPTANCE OF DEBENTURES FOR PURCHASE; PAYMENT OF THE PURCHASE PRICE
Upon the terms and subject to the conditions of the Tender Offer, the
Company will accept all Debentures validly tendered prior to the Expiration Time
and not validly withdrawn. Subject to rules promulgated pursuant to the Exchange
Act, the Company expressly reserves the right to delay acceptance of any of the
Debentures or to terminate the Tender Offer and not accept for purchase any
Debentures not theretofore accepted if any of the conditions set forth under the
heading "--Conditions of the Tender Offer" shall not have been satisfied or
waived by the Company. The Company will make payment of the Purchase Price
pursuant to the Tender Offer promptly after the acceptance for purchase of
Debentures validly tendered and not withdrawn pursuant to the Tender Offer. In
all cases, the purchase of Debentures accepted for purchase pursuant to the
Tender Offer will be made only after timely receipt by the Depositary of (i)
certificates representing such Debentures or timely confirmation of a book-entry
transfer of such Debentures into the Depositary's account at DTC pursuant to the
procedures set forth under "--Procedures for Tendering Debentures," (ii) a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) or a properly transmitted Agent's Message (as defined below)
and (iii) any other documents required thereby.
For purposes of the Tender Offer, the Company shall be deemed to have
accepted validly tendered and not properly withdrawn Debentures when, as and if
the Company gives oral or written notice thereof to the Depositary. The
Depositary will act as agent for the tendering holders of Debentures for the
purposes of receiving the cash consideration from the Company and transmitting
the cash consideration to the tendering holders. Under no circumstances will any
additional amount be paid by the Company or the Depositary by reason of any
delay in making such payment.
All questions as to the validity, form, eligibility (including the time of
receipt), acceptance and withdrawal of tendered Debentures will be resolved by
the Company, whose determination will be final and binding. The Company reserves
the absolute right to (i) reject any or all tenders and deliveries that are not
in proper form or the acceptance of which would, in the opinion of counsel for
the Company, be unlawful and (ii) waive any irregularities or conditions of
tender as to particular Debentures. The Company's interpretation of the terms
and conditions of the Tender Offer (including the instructions in the Letter of
Transmittal) will be final and binding. Unless waived, any irregularities or
defects in connection with tenders of Debentures must be cured within such time
as the Company determines. Neither the Company nor the Depositary shall be under
any duty to give notification of irregularities or defects in such tenders or
deliveries or shall incur any liability for failure to give such notification.
Tenders of Debentures will not be deemed to have been made until such
irregularities have been cured to the satisfaction of, or waived by, the
Company.
If, for any reason whatsoever, acceptance for purchase of any Debentures
tendered pursuant to the Tender Offer is delayed, or the Company is unable to
accept for purchase Debentures tendered pursuant to the Tender Offer, then,
without prejudice to the Company's rights set forth herein, the
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<PAGE>
Depositary may nevertheless, on behalf of the Company, and subject to rules
promulgated pursuant to the Exchange Act, retain tendered Debentures, and such
Debentures may not be withdrawn except to the extent that the tendering holder
of such Debentures is entitled to withdrawal rights as described herein. See
"--Withdrawal of Tenders."
Under no circumstances will any interest be payable because of any delay in
the transmission of funds to the holders of purchased Debentures. If any
tendered Debentures are not accepted for purchase because of an invalid tender,
the occurrence or non-occurrence of certain other events set forth herein or
otherwise, then such unaccepted Debentures will be returned, at the Company's
expense, to the tendering holder thereof (or, in the case of Debentures tendered
by book-entry transfer, such Debentures will be credited to the account
maintained at DTC from which such Debentures were delivered) as promptly as
practicable after the Expiration Time or the termination of the Tender Offer.
No alternative, conditional or contingent tenders of Debentures will be
accepted. A tendering holder, by execution of a Letter of Transmittal, or
facsimile thereof, or by electronically transmitting its acceptance through
ATOP, waives all rights to receive notice of acceptance of such holder's
Debentures for purchase.
CONDITIONS OF THE TENDER OFFER
The Company will not be required to accept any Debentures for purchase and
may terminate or amend the Tender Offer, as provided herein, before the
acceptance of any Debentures, if the Tender Offer has not been consummated.
Notwithstanding any other provision of the Tender Offer, the Company shall not
be required to accept any Debentures for purchase, and may terminate, extend or
amend the Tender Offer and may postpone, subject to Rule 14e-l under the
Exchange Act, the acceptance of Debentures so tendered, whether or not any other
Debentures have theretofore been accepted for purchase pursuant to the Tender
Offer, if, on or prior to the Expiration Time, any of the following conditions
exist:
(i) the Minimum Tender Condition, which requires that Debentures
representing not less than $50 million in aggregate principal amount of
Debentures outstanding be validly tendered (and not withdrawn) prior to
the Expiration Time, shall not have been satisfied;
(ii) there shall have been any action taken or threatened, or any action
pending, by or before any local, state, federal or foreign government
or governmental regulatory or administrative agency or authority or by
any court or tribunal, domestic or foreign, or any statute, rule,
regulation, judgment, order, stay, decree or injunction proposed,
sought, promulgated, enacted, entered, enforced or deemed applicable to
the Tender Offer which (a) in the sole judgment of the Company, might
directly or indirectly prohibit, prevent, restrict or delay
consummation of the Tender Offer or otherwise relates in any manner to
the Tender Offer, (b) in the sole judgment of the Company, could
materially adversely affect the business, condition (financial or
otherwise), income, operations, properties, assets, liabilities or
prospects of the Company and its subsidiaries, taken as a whole, or (c)
would materially impair the contemplated benefits of the Tender Offer
to the Company or be material to holders of Debentures in deciding
whether to accept the Tender Offer;
(iii) there shall have occurred or be likely to occur any event affecting the
business or financial affairs of the Company, or its subsidiaries,
that, in the sole judgment of the Company, would or might result in any
of the consequences referred to in paragraph (ii) above;
(iv) there shall have occurred: (a) any general suspension of, or limitation
on prices for, trading in securities in the United States securities or
financial markets or any other significant adverse change in United
States securities or financial markets; (b) any significant change in
the price
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<PAGE>
of the Debentures; (c) a material impairment in the trading market for
debt securities generally; (d) a declaration of a banking moratorium or
any suspension of payments in respect of banks by federal or state
authorities in the United States (whether or not mandatory); (e) a
declaration of a national emergency or commencement of a war, armed
hostilities or other national or international crisis directly or
indirectly involving the United States; (f) any limitation (whether or
not mandatory) by any governmental or regulatory authority on, or any
other event that, in the sole judgment of the Company, might affect the
nature or extension of credit by banks or other financial institutions;
(g) any significant change in United States currency exchange rates or
a suspension of, or limitation on, the markets therefor (whether or not
mandatory); or (h) in the case of any of the foregoing existing at the
time of the commencement of the Tender Offer, in the sole judgment of
the Company, a material acceleration, escalation or worsening thereof;
(v) there shall exist, in the sole judgment of the Company, any actual or
threatened legal impediment (including a default under an agreement,
indenture or other instrument or obligation to which the Company is a
party, or by which it is bound) to the acceptance for payment of, or
payment for, any of the Debentures; and
(vi) there shall have occurred or be likely to occur any event affecting the
business or financial affairs of the Company, or its subsidiaries,
that, in the sole judgment of the Company, could prevent, restrict or
delay consummation of the Tender Offer or materially impair the
contemplated benefits of the Tender Offer.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company, in its sole discretion, regardless of the circumstances
giving rise to any such condition (including any action or inaction by the
Company) and may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. If any of the foregoing events shall
have occurred, the Company may, subject to applicable law, (i) terminate the
Tender Offer and return all Debentures tendered pursuant to the Tender Offer to
the tendering holders, (ii) extend the Tender Offer and retain all tendered
Debentures until the extended Expiration Time, (iii) amend the terms of the
Tender Offer in any respect or modify the consideration to be paid pursuant to
the Tender Offer or (iv) waive the unsatisfied condition or conditions with
respect to the Tender Offer and accept all validly tendered Debentures. See
"--Expiration Time; Extensions; Termination; Amendments" and "--Procedures for
Tendering Debentures." The failure by the Company at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such right and each
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time. Any determination by the Company concerning the events
described in this section shall be final and binding upon all persons.
EXPIRATION TIME; EXTENSIONS; TERMINATION; AMENDMENTS
The Tender Offer will expire at the Expiration Time, as such time and date
may be extended. The Tender Offer may be extended by the Company in its sole
discretion. The Company shall notify the Depositary of any extension by oral or
written notice and shall make a public announcement thereof, each prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Time. Such announcement may state that the Company is
extending the Tender Offer, for a specified period or on a daily basis.
The Company also expressly reserves the right, at any time or from time to
time, to extend the period of time during which the Tender Offer is open. There
can be no assurance that the Company will exercise its right to extend the
Tender Offer. During any extension of the Tender Offer, all Debentures
previously tendered pursuant thereto and not withdrawn will remain subject to
the Tender
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<PAGE>
Offer and may be accepted for purchase at the expiration of the Tender Offer
subject to the right, if any, of a tendering holder to withdraw its Debentures.
See "--Withdrawal of Tenders."
The Company also expressly reserves the right, subject to applicable law and
the terms of the Tender Offer, (i) to delay the acceptance for purchase of any
Debentures or, regardless of whether such Debentures were theretofore accepted
for purchase, to delay the purchase of any Debentures pursuant to the Tender
Offer and to terminate the Tender Offer and not accept for purchase any
Debentures, upon the failure of any of the conditions to the Tender Offer
specified herein to be satisfied, by giving oral or written notice of such delay
or termination to the Depositary and (ii) at any time, or from time to time, to
amend the Tender Offer in any respect. Except as otherwise provided herein,
withdrawal rights with respect to Debentures tendered pursuant to the Tender
Offer will not be extended or reinstated as a result of an extension or
amendment of the Tender Offer. See "--Withdrawal of Tenders." The reservation by
the Company of the right to delay acceptance for purchase of Debentures is
subject to the provisions of Rule 14e-1(c) under the Exchange Act, which
requires that the Company pay the consideration offered or return the Debentures
deposited by or on behalf of holders thereof promptly after the termination or
withdrawal of the Tender Offer.
Any extension, delay, termination or amendment of the Tender Offer will be
followed as promptly as practicable by a public announcement thereof. Without
limiting the manner in which the Company may choose to make a public
announcement of any extension, delay, termination or amendment of the Tender
Offer, the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by issuing a release to the
Dow Jones News Service, except in the case of an announcement of an extension of
the Tender Offer, in which case the Company shall have no obligation to publish,
advertise or otherwise communicate such announcement other than by issuing a
notice of such extension by press release or other public announcement, which
notice shall be issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Time.
If the Company shall decide to decrease the amount of Debentures being
sought in the Tender Offer or to increase or decrease the consideration offered
to holders of Debentures, the Company will, to the extent required by applicable
law, cause the Tender Offer to be extended, if necessary, so that the Tender
Offer remains open at least until the expiration of ten business days from the
date that such notice is first published, sent or given by the Company. See
"--Withdrawal of Tenders."
If the Company makes a material change in the terms of the Tender Offer or
the information concerning the Tender Offer or waives any condition to the
Tender Offer that results in a material change to the circumstances of the
Tender Offer, then the Company will disseminate additional tender offer
materials to the extent required under the Exchange Act and will extend the
Tender Offer to the extent required in order to permit holders of Debentures
adequate time to consider such materials. The minimum period during which the
Tender Offer must remain open following material changes in the terms of the
Tender Offer or information concerning the Tender Offer, other than a change in
the Purchase Price or percentage of Debentures sought, will depend upon the
specific facts and circumstances, including the relative materiality of the
terms or information.
LOST OR MISSING CERTIFICATES
If a holder of Debentures desires to tender Debentures pursuant to the
Tender Offer, but such Debentures have been mutilated, lost, stolen or
destroyed, such holder should write to or telephone the Trustee under the
Indenture at the address listed below, concerning the procedures for obtaining
replacement certificates for such Debentures, arranging for indemnification or
any other matter that requires handling by such Trustee.
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The address for the Trustee is as follows:
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Corporate Trust & Agency Group
CONSIDERATIONS FOR NON-TENDERING HOLDERS OF DEBENTURES
The following considerations, in addition to the other information set forth
herein, should be considered carefully prior to determining whether or not to
tender Debentures.
RESTRICTIONS ON THE MINORITY AFFILIATES OF GRUPO DINA FROM MAKING DIVIDENDS AND
OTHER DISTRIBUTIONS
Except for the Final Distribution to the Company, the new indebtedness
incurred by TMO as part of the Transactions contains covenants restricting the
ability of TMO to make distributions to the Company. As a result of the
Transactions, (1) Grupo Dina, now a minority shareholder in MCII Holdings, no
longer has the ability to control the decisions (including dividend policies and
payments) of MCII Holdings and TMO and (2) TMO's ability to pay dividends to
Grupo Dina is limited by certain restrictive covenants imposed by TMO's new
senior subordinated notes and credit facility. Therefore, dividends paid to
Grupo Dina by its Mexican truck operations are likely to be the principal source
of cash flows available to Grupo Dina to service the Debentures.
DEPENDENCE ON MEXICAN TRUCK OPERATIONS
Unless dividends are declared by MCII Holdings and TMO, Grupo Dina's
principal source of liquidity following the Transactions will be the cash flows
of its Mexican truck subsidiary, Camiones. Camiones' recent operating
performance has been significantly and adversely affected by the economic crisis
generally experienced in Mexico, increasing competition in the Mexican truck
market and the necessity to develop a new proprietary line of truck products as
a result of the expiration of Camiones' product technology license with
Navistar.
To address these issues, Camiones has undertaken a strategy to focus on
exporting its newly developed line of trucks to the United States and Canada.
This strategy is highly capital intensive and involves numerous risks. First,
the U.S. and Canadian markets are highly competitive and include numerous well
known and strongly capitalized competitors. Second, Camiones will be entering
these markets with an untested product line as a manufacturer that has not
previously been a market participant. Third, the Company must establish an
extensive dealer and maintenance network. Fourth, delays and unanticipated
manufacturing difficulties are common in product launches of the scope being
undertaken by Camiones. Finally, the phased elimination of import quotas under
the North American Free Trade Agreement (NAFTA) could gradually erode Camiones'
anticipated pricing advantages as more U.S. and Canadian manufacturers establish
truck manufacturing facilities in Mexico. Although Grupo Dina is committing
substantial capital and managerial resources to its strategy, no assurance can
be given that its new product line will be successfully executed or that it will
be able to successfully penetrate the U.S. and Canadian truck markets.
INCURRENCE OF ADDITIONAL INDEBTEDNESS
As part of the Transactions, substantially all of the outstanding
indebtedness, other than the Debentures, of Grupo Dina and its subsidiaries has
been repaid and retired. Consequently, all the covenants restricting Grupo
Dina's ability to incur additional indebtedness have been eliminated. In
addition, Grupo Dina entered an investment agreement with the holders of the 61%
controlling equity interest in MCII Holdings which permits Grupo Dina to pledge
up to 50% of its minority interest in MCII Holdings to secure additional
borrowings. In an effort to finance the expansion of its truck
17
<PAGE>
development operations, Grupo Dina intends to approach several financial
institutions to discuss accessing new sources of financing. The incurrence by
Grupo Dina of substantial additional indebtedness in the future and any
restrictive covenants that are a part thereof could adversely affect the holders
of Debentures that do not tender.
ADVERSE EFFECTS ON TRADING MARKET FOR THE DEBENTURES
There currently is a limited trading market for the Debentures, which are
not listed on any exchange. To the Company's knowledge, the Debentures are
traded infrequently in transactions arranged through market makers, and there is
no publicly available pricing information for the Debentures. Quotations for
securities that are not widely traded, such as the Debentures, may differ from
actual trading prices and should be viewed as approximations. Holders are urged
to contact their brokers with respect to the current market prices, if any, for
the Debentures. The extent of the market for the Debentures following
consummation of the Tender Offer will depend upon, among other things, the
remaining outstanding principal amount of the Debentures after the Tender Offer,
the number of holders remaining at such time and the interest in maintaining a
market in the Debentures on the part of securities firms.
CERTAIN INFORMATION CONCERNING THE COMPANY
The Debentures were issued under the Indenture, among the Company, as
issuer, and Bankers Trust Company, as Trustee.
Grupo Dina is a holding company organized in 1989 in the United Mexican
States as a limited liability company with variable capital (SOCIEDAD ANONIMA DE
CAPITAL VARIABLE). Through its subsidiaries, Grupo Dina engages in two principal
types of business: (1) manufacturing medium- and heavy-duty trucks and
replacement parts in Mexico through its wholly-owned subsidiary, Camiones and
(2) manufacturing and selling coaches and replacement parts in North America
through its 39% minority interest in MCII Holdings.
Commencing in 1995, the Company's two principal lines of business began to
experience divergent operating results. While the Company's North American coach
business experienced strong growth and operating results, its Mexican truck
operations were negatively impacted by the economic crisis generally experienced
in the Mexican economy. The Mexican economic crisis was characterized by
exchange rate instability, high inflation, high domestic interest rates,
negative economic growth and reduced consumer purchasing power. In 1994, the
last year prior to the Mexican economic crisis, the Mexican truck market
reported approximately 30,500 unit sales, of which Camiones enjoyed an
approximately one-third market share. Industry-wide sales did not begin to
rebound until 1997 and 1998 (approximately 16,900 and 22,100 unit sales,
respectively), however, as a result of increasing competitive and liquidity
pressures, Camiones' share of the Mexican truck market declined to 14% and 10%
in 1997 and 1998, respectively.
At the same time, Camiones' capital needs significantly increased with the
expiration of its longstanding product technology license with Navistar and the
resulting need to develop its own proprietary line of trucks. The Company's
capital structure included significant indebtedness at both the holding company
and subsidiary levels and many of the debt instruments governing subsidiary
indebtedness contained covenants restricting their ability to declare and pay
dividends and make other distributions to the Company. In early 1999, Grupo Dina
recognized a pending liquidity crisis as it anticipated that the Company and its
Mexican subsidiaries had insufficient cash flows to service their indebtedness,
and the indebtedness of the Company's U.S. subsidiaries prohibited the transfer
of available cash for this purpose. The Company undertook the series of
transactions more particularly described under "Description of the Transactions"
to restructure its indebtedness and alleviate these liquidity concerns.
18
<PAGE>
As part of the consummation of the Transactions on June 16, 1999, Grupo
Dina, among other things, (i) became a 39% minority stockholder of its MCII
Holdings subsidiary and (ii) refinanced substantially all of the indebtedness of
the Company and its subsidiaries, other than the Debentures. In addition, MCII
Holdings made the $71.4 million Final Distribution to Grupo Dina, representing
the excess of the proceeds raised over the aggregate of the total indebtedness
refinanced, accrued interest, and transaction premiums, fees and expenses of the
Transactions. The Transactions were financed in part by new indebtedness
incurred by TMO, pursuant to debt instruments that restrict further dividends or
distributions to MCII Holdings or Grupo Dina. See "Description of the
Transactions." As a result, dividends paid to Grupo Dina by Camiones are likely
to be the principal source of cash flows available to Grupo Dina to service the
Debentures.
For more information concerning the Company, see Grupo Dina's (1) Annual
Report on Form 20-F for the year ended December 31, 1998 and (2) Report on Form
6-K dated May 1, 1999, each of which is incorporated by reference herein. See
"Incorporation of Certain Information by Reference" and "Available Information."
DESCRIPTION OF THE TRANSACTIONS
On June 16, 1999, the Company consummated its plan to recapitalize and
restructure substantially all of the indebtedness of Grupo Dina and its
subsidiaries through the following series of related Transactions.
SALE OF MAJORITY EQUITY INTEREST IN MCII HOLDINGS. On June 16, 1999,
certain institutional investors led by the Joseph Littlejohn & Levy Fund III
L.P. invested $175 million in MCII Holdings comprised of (1) a $125 million
investment in common equity and warrants to purchase common equity, and (2) a
$50 million investment in the form of MCII Holdings' senior notes. As a result
of this investment and certain redemption transactions, such institutional
investors now own in the aggregate 61% of MCII Holdings and the Company has a
39% minority interest. By selling its majority position, the Company will no
longer consolidate MCII Holdings in its financial statements, instead it will
account for its investment in MCII Holdings pursuant to the equity method. For
the year ended December 31, 1998, MCII Holdings' sales, operating income and
total assets represented 86%, 139% and 65% of Grupo Dina's consolidated sales,
operating income and assets, respectively.
THE ASSET TRANSFERS. Concurrent with the consummation of the Transactions,
the Company made transfers of certain immaterial assets and subsidiaries in
order to concentrate its core coach business assets at or under MCII Holdings.
In addition, MCII Holdings canceled certain inter-company advances and
receivables due from Grupo Dina that totaled approximately $115 million.
THE FINANCING TRANSACTIONS. As part of the Transactions, TMO, a
wholly-owned subsidiary of MCII Holdings:
- issued through a private placement $152.3 million aggregate principal
amount of 11 1/4% senior subordinated notes due 2009;
- entered into a $445 million new senior credit facility and made initial
borrowings of $333 million in the form of term loans, leaving an
additional $112 million in revolving credit commitments available;
- repaid or redeemed (1) all amounts outstanding under its existing senior
credit facility, approximately $165 million, including accrued interest,
(2) its approximately $100 million outstanding 9.02% senior notes, (3) its
approximately $40 million outstanding increasing rate notes and (4)
approximately $14.0 million outstanding under an existing credit facility
of Dina Autobuses, S.A. de C.V.;
19
<PAGE>
- advanced proceeds from the financing transactions to Grupo Dina in the
form of a partial redemption to enable Grupo Dina to complete tender
offers and consent solicitations for (1) Grupo Dina's $206.5 million
aggregate principal amount of senior secured discount notes due 2002, plus
accrued interest, and (2) the $35 million outstanding senior secured
guaranteed notes due 2000, plus accrued interest, of Dina Trucks (USA)
L.L.C., a subsidiary of Grupo Dina ("Dina Trucks"); and
- made the $71.4 million Final Distribution to Grupo Dina, representing the
excess of the foregoing debt and equity proceeds over the amount required
to repurchase and repay the foregoing indebtedness and to pay accrued
interest, transaction premiums, fees and expenses. The Final Distribution
was made to Grupo Dina pursuant to a partial redemption distribution for
MCII Holdings common stock. The senior subordinated notes and new senior
credit facility of TMO restrict further dividends or distributions to
Grupo Dina or MCII Holdings.
SOURCES AND USES OF FUNDS
The following table sets forth the sources and uses of funds in connection
with the Transactions:
<TABLE>
<CAPTION>
AMOUNT
(DOLLARS
IN
MILLIONS)
-----------
<S> <C>
SOURCES OF FUNDS:
Cash on hand at TMO............................................................ $ 33.1
New TMO Senior Credit Facility(1).............................................. 333.0
New TMO Senior Subordinated Notes, net of issue discount....................... 150.1
Equity Investment in MCII Holdings............................................. 175.0
-----------
TOTAL SOURCES................................................................ $ 691.2
-----------
-----------
USES OF FUNDS:
Repayment of TMO's Existing Senior Credit Facility(2).......................... $ 165.0
Repayment of TMO's 9.02% Senior Notes.......................................... 100.0
Repayment of Autobuses' Existing Credit Facility............................... 14.0
Purchase of Dina Trucks' Senior Secured Guaranteed Notes (3)................... 35.0
Purchase of Grupo Dina's Senior Secured Discount Notes (4)..................... 206.5
Repayment of TMO's Senior Subordinated Increasing Rate Notes................... 40.0
Final Distribution to Grupo Dina............................................... 71.4
Accrued Interest, Transaction Premiums, Fees and Expenses(5)................... 59.3
-----------
TOTAL USES................................................................... $ 691.2
-----------
-----------
</TABLE>
- ------------------------
(1) The borrowings consisted of term loans with an additional $112 million in
revolving credit commitments available.
(2) Represented the amount outstanding immediately prior to the consummation of
the Transactions. As of March 31, 1999, the balance of TMO's existing senior
credit facility was $153.0 million and the balance of Autobuses' existing
credit facility was $16.3 million.
(3) On May 14, 1999, Grupo Dina commenced a tender offer to purchase and consent
solicitation for all of the $35.0 million principal amount outstanding
senior secured guaranteed notes of Dina Trucks. As of the date of this Offer
to Purchase, all senior secured guaranteed notes had been tendered and
purchased pursuant to the tender offer.
(4) On May 14, 1999, Grupo Dina commenced a tender offer to purchase and consent
solicitation for all of the $206.5 million outstanding senior secured
discount notes that were jointly issued by
20
<PAGE>
Grupo Dina and MCII Holdings. As of the date of this Offer to Purchase,
approximately 99.97% of the senior secured discount notes had been tendered
and purchased pursuant to the tender offer. On June 17, 1999, Grupo Dina
gave notice of its intention to redeem all senior secured discount notes not
purchased in the tender offer.
(5) Accrued interest, transactions premiums, fees and expenses included (A) a
redemption premium on TMO's 9.02% senior notes of approximately $6.0
million, (B) $0.2 million of accrued interest on Autobuses' existing credit
facility, (C) $0.6 million of accrued interest on Dina Trucks' senior
secured guaranteed notes, (D) $14.5 million of accrued interest on Grupo
Dina's senior secured discount notes and (E) $0.2 million of accrued
interest and a $0.2 million redemption premium on TMO's senior subordinated
increasing rate notes.
21
<PAGE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
Set forth below is certain summary historical consolidated financial
information of Grupo Dina and its subsidiaries. The historical financial
information (other than the ratio of earnings to fixed charges) has been derived
from (i) the audited consolidated financial statements included in Grupo Dina's
Annual Report on Form 20-F for the fiscal year ended December 31, 1998 (the
"Annual Report") and the other information and data contained in the Annual
Report and (ii) the unaudited consolidated financial statements included in
Grupo Dina's Report on Form 6-K dated May 1, 1999, each of which is incorporated
by reference herein. More comprehensive financial information is included in
such reports and the financial information which follows is qualified in its
entirety by reference to such reports and all of the financial statements and
related notes contained therein, copies of which may be obtained as set forth
under the caption "Additional Information" elsewhere in this Offer to Purchase.
The Company's consolidated financial statements are prepared in accordance with
Mexican generally accepted accounting principles ("Mexican GAAP"), which differ
in certain respects from U.S. generally accepted accounting principles ("U.S.
GAAP"). Management believes that the unaudited consolidated financial
information has been prepared on the same basis as the audited consolidated
financial information and includes all adjustments necessary for a fair
presentation of the Company's financial condition and results of operations for
such periods.
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
--------------------------- --------------------------
1997(1) 1998(1) 1998(2) 1999(2)
------------ ------------- ------------ ------------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Sales................................................ Ps8,947,451 Ps10,728,829 Ps2,615,886 Ps2,605,317
Income (Loss) Before Provisions for Taxes and Equity in
Results of Unconsolidated Financial Entities........... 335,197 (142,787) 144,119 155,987
Net Income (Loss)........................................ 127,933 (678,098) 47,506 62,848
Net Income (Loss) Applicable to Majority Interest........ 135,730 (674,670) 49,979 64,010
Income (Loss) per Common Share Before Provisions for
Taxes and Equity in Results of Unconsolidated Financial
Entities............................................... 1.2991 (0.5534) 0.5585 0.6045
Net Income (Loss) per Common Share....................... 0.4958 (2.6280) 0.1841 0.2436
Net Income (Loss) per Common Share Applicable to Majority
Interest............................................... 0.5260 (2.6147) 0.1937 0.2481
Ratio of Earnings to Fixed Charges(3).................... 0.5121x -- 0.7481x 1.1380x
RECONCILIATION OF NET INCOME (LOSS) TO U.S. GAAP:
Net Income (Loss) Applicable to Majority Interest Under
Mexican GAAP........................................... Ps 135,730 Ps (674,670)
Approximate U.S. GAAP Adjustments:
Restatement of Prior Year Financial Statements......... (64,574)
Deferred Income Taxes.................................. (60,856) 228,445
Deferred Employee Profit Sharing....................... 22,274 (5,911)
Compensation Expense for Stock Sales Plan.............. (8,902) 7,679
Effect of Amortizing Goodwill Over 40 Years............ 58,814 49,901
Effects of Inflation Accounting on U.S. GAAP
Adjustments.......................................... (25,626) (34,951)
Effects on Minority Interest of U.S. GAAP
Adjustments.......................................... (2,872) 6
Start Up Costs......................................... (152,810)
Adjustment for Changes to the CGPL Method in the
Restatement of Foreign Origin Machinery(4)........... (4,043) (940)
------------ -------------
Total Adjustments........................................ (85,785) 91,419
------------ -------------
Approximate Net Income (Loss) Under U.S. GAAP............ Ps 49,945 Ps (583,251)
------------ -------------
------------ -------------
Approximate Net Income (Loss) per Common Share Under U.S.
GAAP................................................... Ps 0.1936 Ps (2.2604)
------------ -------------
------------ -------------
</TABLE>
(SEE FOOTNOTES ON FOLLOWING PAGE)
22
<PAGE>
<TABLE>
<CAPTION>
AS OF MARCH
AS OF DECEMBER 31, 31,
---------------------------- -------------
1997(1) 1998(1) 1999(2)
------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital...................................................... Ps 2,811,577 Ps 2,453,974 Ps 712,076
Total Assets under Mexican GAAP...................................... 11,044,658 10,921,484 10,927,194
Total Assets under U.S. GAAP......................................... 11,044,658 10,768,874 10,774,584
Long Term Debt....................................................... 6,180,503 6,732,214 4,638,198
Stockholders' Equity................................................. 2,058,720 1,131,958 1,114,047
Total Majority Stockholders' Equity.................................. 2,013,035 1,130,198 1,103,772
Book Value per Common Share(5)....................................... 7.9787 4.3870 4.3176
RECONCILIATION OF STOCKHOLDERS' EQUITY TO U.S. GAAP:
Majority Stockholders' Equity Under Mexican GAAP..................... Ps 2,013,035 Ps 1,130,198
Approximate U.S. GAAP Adjustments:
Restatement of Prior Year Financial Statements..................... (49,168)
Deferred Income Tax................................................ 213,885 408,772
Deferred Employee Profit Sharing................................... (77,762) (71,472)
Receivable from Trust for Stock Sales Plan......................... (11,834) (10,012)
Effects on Minority Interest of U.S. GAAP Adjustments.............. 15,780 23
Start Up Costs..................................................... (152,610)
Adjustment for Changes in the CGPL Method in the Restatement of
Foreign Origin Machinery(4)...................................... 21,267 4,488
------------- -------------
Total Adjustments.................................................... 112,168 179,189
------------- -------------
Approximate Majority Stockholders' Equity Under U.S. GAAP............ Ps 2,125,203 Ps 1,309,387
</TABLE>
- ------------------------
(1) Expressed in constant Mexican pesos as of December 31, 1998.
(2) Expressed in constant Mexican pesos as of March 31, 1999.
(3) The ratios of earnings to fixed charges were computed by dividing pre-tax
income before fixed charges by fixed charges. Fixed charges consist of
interest expense and the interest component of operating leases. Pre-tax
income before fixed charges for the year ended December 31, 1998 was
insufficient to cover fixed charges by Ps 252,679,000.
(4) "CGPL" refers to the Changes in the General Prices Level method.
(5) Book value per common share is calculated as total stockholders' equity
divided by the number of common shares outstanding, net of treasury shares,
at the end of the period.
23
<PAGE>
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The following summary unaudited consolidated pro forma financial information
gives effect to the Transactions and the purchase of the Debentures pursuant to
the Tender Offer based on certain assumptions described in the accompanying
footnotes as if the Transactions and the Tender Offer had been consummated on
January 1, 1998 with respect to the statement of operations data and as of each
of December 31, 1998 and March 31, 1999 with respect to the balance sheet data.
The summary unaudited consolidated pro forma financial information should be
read in conjunction with the summary historical consolidated financial
information and does not purport to be indicative of the results that would
actually have been obtained had the Transactions and the purchase of the
Debentures pursuant to the Tender Offer been completed at the dates indicated or
that may be obtained in the future. The Company's consolidated financial
statements are prepared in accordance with Mexican GAAP, which differ in certain
respects from U.S. GAAP.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------------------
PRO FORMA TO
PRO FORMA REFLECT
TRANSACTION TO REFLECT TENDER OFFER TRANSACTIONS
HISTORICAL(1) ADJUSTMENTS(2) TRANSACTIONS ADJUSTMENTS(3)(4) AND TENDER OFFER
------------ -------------- ------------ ---------------- ----------------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Sales................................. Ps10,728,829 Ps (9,260,228) Ps1,468,601 Ps1,468,601
Income (Loss) Before Provisions for Taxes
and Equity in Results of Unconsolidated
Financial Entities...................... (142,787) (846,954) (989,741) (989,741)
Net Income (Loss)......................... (678,098) 284,286 (393,812) 468,419 74,607
Net Income (Loss) Applicable to Majority
Interest................................ (674,670) 284,286 (390,384) 468,419 78,035
Income (Loss) per Common Share Before
Provisions for Taxes and Equity in
Results of Unconsolidated Financial
Entities................................ (0.5534) (3.8358) (3.8358)
Net Income (Loss) per Common Share........ (2.6280) (1.5262) 0.2891
Net Income (Loss) per Common Share
Applicable to Majority Interest......... (2.6147) (1.5130) 0.3024
Ratio of Earnings to Fixed Charges(5)..... -- 2.9301x
RECONCILIATION OF NET INCOME (LOSS) TO
U.S. GAAP:
Net Income (Loss) Applicable to Majority
Interest Under Mexican GAAP............. Ps (674,670) Ps 284,286 Ps (390,384) Ps 468,419 Ps 78,035
Approximate U.S. GAAP Adjustments:
Deferred Income Taxes................... 228,445 228,445 (70,263) 158,182
Deferred Employee Profit Sharing........ (5,911) (5,911) (5,911)
Compensation Expense for Stock Sales
Plan.................................. 7,679 7,679 7,679
Effect of Amortizing Goodwill Over 40
Years................................. 49,901 49,901 49,901
Effects of Inflation Accounting on U.S.
GAAP Adjustments...................... (34,951) (34,951) (34,951)
Effects on Minority Interest of U.S.
GAAP Adjustments...................... 6 6 6
Start Up Costs.......................... (152,810) (152,810) (152,810)
Adjustment for Changes to the CGPL
Method in the Restatement of Foreign
Origin Machinery(6)................... (940) (940) (940)
------------ -------------- ------------ ---------------- ----------------
Total Adjustments......................... 91,419 91,419 (70,263) 21,156
------------ -------------- ------------ ---------------- ----------------
Approximate Net Income (Loss) Under U.S.
GAAP.................................... Ps (583,251) Ps 284,286 Ps (298,965) Ps 398,156 Ps 99,191
------------ -------------- ------------ ---------------- ----------------
------------ -------------- ------------ ---------------- ----------------
Approximate Net Income (Loss) per Common
Share Under U.S. GAAP................... Ps (2.2604) Ps (1.1587) Ps 0.3844
------------ ------------ ----------------
------------ ------------ ----------------
</TABLE>
(SEE FOOTNOTES ON PAGE 26)
24
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
------------------------------------------------------------------------------
PRO FORMA TO
PRO FORMA REFLECT
TRANSACTION TO REFLECT TENDER OFFER TRANSACTIONS
HISTORICAL(7) ADJUSTMENTS(2) TRANSACTIONS ADJUSTMENTS(3)(4) AND TENDER OFFER
------------ -------------- ------------ ---------------- ----------------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Sales............................ Ps2,605,317 Ps (2,422,044) Ps 183,273 Ps 183,273
Income (Loss) Before Provisions for
Taxes and Equity in Results of
Unconsolidated Financial
Entities........................... 155,986 (171,238) (15,252) (15,252)
Net Income (Loss).................... 62,848 284,286 347,134 468,419 815,553
Net Income (Loss) Applicable to
Majority Interest.................. 64,010 284,286 348,296 468,419 816,715
Income (Loss) per Common Share Before
Provisions for Taxes and Equity in
Results of Unconsolidated Financial
Entities........................... 0.6045 (0.0591) (0.0591)
Net Income (Loss) per Common Share... 0.2436 1.3453 3.1607
Net Income (Loss) per Common Share
Applicable to Majority Interest.... 0.2481 1.3498 3.1652
Ratio of Earnings to Fixed
Charges(5)......................... 1.1380x 0.1551x
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------------------
PRO FORMA TO
PRO FORMA REFLECT
TRANSACTION TO REFLECT TENDER OFFER TRANSACTIONS
HISTORICAL(1) ADJUSTMENTS(2) TRANSACTIONS ADJUSTMENTS(3)(4) AND TENDER OFFER
------------ -------------- ------------ ---------------- ----------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital........................... Ps 2,453,974 Ps (1,128,021) Ps1,325,953 Ps (468,924) Ps 857,029
Total Assets Under Mexican GAAP........... 10,921,484 (7,085,466) 3,836,018 (432,692) 3,403,326
Total Assets Under U.S. GAAP.............. 10,768,874 (7,085,466) 3,683,408 (432,692) 3,250,716
Long Term Debt............................ 6,732,214 4,898,559 1,833,655 1,118,045 715,610
Stockholders' Equity...................... 1,131,958 207,321 1,339,279 468,419 1,807,698
Total Majority Stockholders' Equity....... 1,130,198 207,321 1,337,519 468,419 1,805,938
Book Value per Common Share (8)........... 4.3870 5.1905 7.0059
RECONCILIATION OF STOCKHOLDERS' EQUITY TO
U.S. GAAP:
Majority Stockholders' Equity Under
Mexican GAAP............................ Ps 1,130,198 Ps 207,321 Ps1,337,519 Ps 468,419 Ps1,805,938
Approximate U.S. GAAP Adjustments:
Deferred Income Tax..................... 408,772 408,772 (70,263) 338,509
Deferred Employee Profit Sharing........ (71,472) (71,472) (71,472)
Receivable From Trust for Stock Sales
Plan.................................. (10,012) (10,012) (10,012)
Effects on Minority Interest of U.S.
GAAP Adjustments...................... 23 23 23
Start Up Costs.......................... (152,610) (152,610) (152,610)
Adjustment for Changes in the CGPL
Method in the Restatement of Foreign
Origin Machinery(6)................... 4,488 4,488 4,488
------------ -------------- ------------ ---------------- ----------------
Total Adjustments......................... 179,189 179,189 (70,263) 108,926
------------ -------------- ------------ ---------------- ----------------
Approximate Majority Stockholders' Equity
Under U.S. GAAP......................... Ps 1,309,387 Ps 207,321 Ps1,516,708 Ps 398,156 Ps1,914,864
------------ -------------- ------------ ---------------- ----------------
------------ -------------- ------------ ---------------- ----------------
</TABLE>
(SEE FOOTNOTES ON FOLLOWING PAGE)
25
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
------------------------------------------------------------------------------
PRO FORMA TO
PRO FORMA REFLECT
TRANSACTION TO REFLECT TENDER OFFER TRANSACTIONS
HISTORICAL(7) ADJUSTMENTS(2) TRANSACTIONS ADJUSTMENTS(3)(4) AND TENDER OFFER
------------ -------------- ------------ ---------------- ----------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital...................... Ps 712,076 Ps 490,472 Ps1,202,548 Ps (440,937) Ps 761,611
Total Assets Under Mexican GAAP...... 10,927,194 (7,130,714) 3,796,480 (432,692) 3,363,788
Total Assets Under U.S. GAAP......... 10,774,584 (7,130,714) 3,643,870 (432,692) 3,211,178
Long Term Debt....................... 4,638,198 (2,973,375) 1,664,823 (1,020,030) 644,793
Stockholders' Equity................. 1,114,047 141,076 1,255,123 468,419 1,723,542
Total Majority Stockholders'
Equity............................. 1,103,772 141,076 1,244,848 468,419 1,713,267
Book Value per Common Share(8)....... 4.3176 4.8643 6.6797
</TABLE>
- ------------------------
(1) Expressed in constant Mexican pesos as of December 31, 1998.
(2) Adjustments made to reflect consummation of the Transactions, including the
dilution of Grupo Dina's equity interest in MCII Holdings to 39% and the
resulting deconsolidation of MCII Holdings' financial results and the
refinancing of substantially all of Grupo Dina's indebtedness.
(3) The information assumes $100,000,000 aggregate principal amount of
Debentures (including $3,070,000 in aggregate principal amount of Debentures
purchased by the Company in the 40 days preceding the commencement of the
Tender Offer) are purchased at $430 per $1,000 principal amount of
Debentures, representing the average of the minimum and maximum purchase
prices of $400 and $460, respectively, and further assumes the purchase is
being financed out of the Final Distribution.
(4) Expenses directly related to the Tender Offer are assumed to be $1,200,000
and are included as part of the cost of the Debentures acquired.
(5) The ratios of earnings to fixed charges were computed by dividing pre-tax
income before fixed charges by fixed charges. Fixed charges consist of
interest expense and the interest component of operating leases. Pre-tax
income before fixed charges for the year ended December 31, 1998 were
insufficient to cover fixed charges by Ps 252,679,000.
(6) "CGPL" refers to the Changes in General Prices Level method.
(7) Expressed in constant Mexican pesos as of March 31, 1999.
(8) Book value per common share is calculated as total stockholders' equity
divided by the number of common shares outstanding, net of treasury shares,
at the end of the period.
26
<PAGE>
MARKET PRICE INFORMATION
THE DEBENTURES
A limited trading market currently exists for the Debentures, which are not
listed on any exchange. To the Company's knowledge, the Debentures are traded
infrequently in transactions arranged through market makers, and there is no
publicly available pricing information for the Debentures. Quotations for
securities that are not widely traded, such as the Debentures, may differ from
actual trading prices and should be viewed as approximations. Holders are urged
to contact their brokers with respect to the current market prices, if any, for
the Debentures. The extent of the market for the Debentures following
consummation of the Tender Offer will depend upon, among other things, the
remaining outstanding principal amount of the Debentures after the Tender Offer,
the number of holders remaining at such time and the interest in maintaining a
market in the Debentures on the part of securities firms.
HOLDERS CONTEMPLATING ACCEPTING THE TENDER OFFER ARE URGED TO CONSULT WITH
THEIR OWN FINANCIAL ADVISORS BEFORE ACCEPTING THE TENDER OFFER.
THE SERIES L ADSs
The Debentures are convertible into Series L ADSs of the Company at a
conversion rate of 56.88 Series L ADSs per $1,000 principal amount of Debentures
(equivalent to a conversion price of $17.58 per Series L ADS), subject to the
terms of the Indenture. The table below sets forth for the fiscal quarters
indicated the high and low sales prices per share reported by the New York Stock
Exchange composite list for the Series L ADS. The Series L ADSs trade on the New
York Stock Exchange under the symbol "DINL."
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
Fiscal year:
1997
First Quarter........................................................ $ 2.875 $ 1.625
Second Quarter....................................................... 2.375 1.750
Third Quarter........................................................ 4.313 2.063
Fourth Quarter....................................................... 5.063 3.375
1998
First Quarter........................................................ 4.188 3.375
Second Quarter....................................................... 4.063 2.250
Third Quarter........................................................ 2.250 1.000
Fourth Quarter....................................................... 1.375 0.688
1999
First Quarter........................................................ 1.000 0.625
Second Quarter....................................................... 0.938 0.500
Third Quarter (through July 12, 1999)................................ 0.875 0.813
</TABLE>
Holders are urged to obtain current market quotations for the Series L ADSs
prior to making any decisions with respect to the Tender Offer or the conversion
of the Debentures.
On July 12, 1999, the last reported sales price of Series L ADSs on the NYSE
was $0.8125.
INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE DEBENTURES
Except for the purchase of $3,070,000 aggregate principal amount of
Debentures in June 1999, as more fully described below, neither Grupo Dina, nor
any executive officer or director of Grupo Dina,
27
<PAGE>
any person controlling Grupo Dina, any executive officer and director of any
person controlling Grupo Dina or any associate or subsidiary of any such person
(including any executive officer or director of any such subsidiary), has
engaged in any transaction involving Debentures during the period of forty
business days prior to the date hereof. Neither Grupo Dina nor, to its
knowledge, any of its executive officers, directors or affiliates is a party to
any contract, arrangement, understanding or relationship relating, directly or
indirectly, to the Tender Offer with any other person with respect to
Debentures.
In June 1999, Grupo Dina acquired $3,070,000 aggregate principal amount of
Debentures pursuant to open market transactions. On June 16, 1999, Grupo Dina
purchased $1,000,000 aggregate principal amount of Debentures for $495,000. On
June 17, 1999, Grupo Dina purchased $2,000,000 aggregate principal amount of
Debentures for $980,000 and $70,000 aggregate principal amount of Debentures for
$33,600.
Except for the Tender Offer, none of Grupo Dina or its executive officers or
directors has current plans or proposals which relate to or would result in any
extraordinary corporate transaction involving Grupo Dina, such as a merger,
reorganization, sale or transfer of a material amount of its assets or the
assets of any of its subsidiaries, taken as a whole, any change in its present
Board or management, any material change in its present dividend policy or
indebtedness or capitalization, any other material change in its business or
corporate structure, any material change in its organizational or charter
documents, or any actions causing a class of its equity securities to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act, or the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act, or any actions similar to any of
the foregoing.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary is a general discussion of certain of the material
United States federal income tax consequences expected to result to the holders
of the Debentures from the Tender Offer. The following summary is for general
information only and does not, however, purport to be a complete analysis of all
potential tax effects of the Tender Offer. For example, the summary does not
consider the effect of any applicable state, local or foreign tax laws. In
addition, the summary does not address all aspects of United States federal
income taxation that may affect particular holders of Debentures in light of
their particular circumstances and is not intended for holders (including
insurance companies, pass-through entities and investors in such entities,
tax-exempt organizations, financial institutions or broker-dealers, holders who
hold their Debentures as part of a hedge, straddle or conversion transaction,
and holders of Debentures who are not citizens or residents of the United States
or who are foreign corporations, foreign partnerships or foreign estates or
trusts for U.S. Federal income tax purposes) that may be subject to special
federal income tax rules not discussed below. The following summary assumes that
holders have held their Debentures as "capital assets" (generally, property held
for investment) under the Internal Revenue Code of 1986, as amended (the
"Code").
The following summary is based on the current provisions of the Code,
applicable Treasury Regulations, judicial authority and administrative rulings
and practice. There can be no assurance that the Internal Revenue Service (the
"IRS") will not take a contrary view. No ruling from the IRS has been or will be
sought with respect to any aspect of the transactions described herein. Future
legislative, judicial or administrative changes or interpretations could alter
or modify the statements and conclusions set forth herein, and any such changes
or interpretations could be retroactive and could affect the tax consequences to
holders of Debentures. It cannot be predicted at this time whether any current
proposed tax legislation will be enacted or, if enacted, whether any tax law
changes contained therein would affect the tax consequences to holders of
Debentures.
EACH HOLDER OF DEBENTURES IS URGED TO CONSULT ITS OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO IT OF THE TRANSACTIONS DESCRIBED HEREIN,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS,
AND OF CHANGES IN APPLICABLE TAX LAWS.
28
<PAGE>
SALE OF DEBENTURES PURSUANT TO THE TENDER OFFER
A holder who receives the Purchase Price for Debentures pursuant to the
Tender Offer will recognize taxable gain or loss equal to the difference between
(i) the Purchase Price received (other than amounts attributable to accrued but
unpaid interest not otherwise added to the holder's adjusted tax basis as
defined below) and (ii) the holder's adjusted tax basis in the Debentures sold.
The adjusted tax basis in Debentures to an original holder generally will equal
the original holder's tax basis in the Motor Coach Industries International,
Inc. common stock exchanged for the Debenture plus any gain recognized on the
exchange, increased by any original issue discount previously taken into income
by the original holder, and reduced by both the amount of any bond premium
previously amortized by such original holder with respect to the Debentures and
all payments of principal previously made on the Debentures. The adjusted tax
basis in Debentures to a subsequent holder generally will equal the cost of the
Debentures to such subsequent holder, increased by any stated interest and
original issue discount (net of any acquisition premium) and any market discount
previously taken into income by the subsequent holder, and reduced by the amount
of any bond premium previously amortized by such subsequent holder with respect
to the Debentures and all payments of principal and interest made on the
Debentures after they were acquired by such subsequent holder.
In the case of either an original or subsequent holder and subject to the
market discount rules discussed below, such gain or loss will generally be
capital gain or loss, and will be long-term capital gain or loss if the holder
held the Debentures for more than one year. Net capital gain (generally, capital
gain in excess of capital loss) recognized by an individual upon the sale of a
capital asset that has been held for more than one year will generally be
subject to tax at a rate not to exceed 20%. Capital gain recognized from the
sale of a capital asset held for one year or less will be subject to tax at
ordinary tax rates. Capital gain recognized by a corporate taxpayer will be
subject to tax at the ordinary income tax rates applicable to corporations. The
deductibility of capital losses is subject to limitation. To the extent that the
amount paid for the Debentures represents accrued but unpaid interest (including
original issue discount), it will constitute taxable ordinary income to the
holder of Debentures unless previously subject to United States federal income
tax.
A holder who acquired a Debenture at a market discount will generally be
required to treat any gain recognized pursuant to the Tender Offer as ordinary
income rather than capital gain to the extent of the accrued market discount,
unless the holder elected to include market discount in income as it accrued.
Subject to a statutorily defined DE MINIMIS exception, market discount generally
equals the excess of the stated redemption price at maturity of a debt
instrument over the holder's initial tax basis in the debt instrument. In the
case of a debt instrument issued with original issue discount, subject to the
same DE MINIMIS exception, market discount equals the excess of the "revised
issue price" (the sum of the "issue price" of the debt instrument and the
aggregate amount of original issue discount includible in gross income by all
prior holders of the debt instrument, reduced by the amount of all cash
payments, other than payments constituting qualified stated interest, received
by such previous holders) over the holder's initial tax basis in the debt
instrument.
BACKUP WITHHOLDING
A holder whose Debentures are tendered and accepted for payment pursuant to
the Tender Offer may be subject to backup withholding at the rate of 31% with
respect to the gross proceeds from the sale of such Debentures unless such
holder (a) is a corporation or other exempt recipient and, when required,
establishes this exemption or (b) provides its correct taxpayer identification
number, certifies that it is not currently subject to backup withholding and
otherwise complies with applicable requirements of the backup withholding rules.
A holder of Debentures who does not provide the Company with its correct
taxpayer identification number may be subject to penalties imposed by the IRS.
Any amount withheld under these rules will be creditable against the holder's
federal income tax liability.
29
<PAGE>
The Company will report to holders of Debentures and to the IRS the amount
of any reportable payments (including payments made to holders of Debentures
pursuant to the Tender Offer) and any amount withheld pursuant to the Tender
Offer.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH HOLDER OF
DEBENTURES SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES
OF TENDERING DEBENTURES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL
AND FOREIGN TAX LAWS.
DEALER MANAGER
Subject to the terms and conditions set forth in the Dealer Manager
Agreement, dated as of July 13, 1999, between the Company and CIBC World Markets
Corp. ("CIBC" or the "Dealer Manager"), as Dealer Manager, the Company has
engaged CIBC to act as Dealer Manager in connection with the Tender Offer. In
such capacity, the Dealer Manager may contact holders of Debentures regarding
the Tender Offer and may request brokers, dealers, commercial banks, trust
companies and other nominees to forward the Offering Materials to beneficial
owners of Debentures. CIBC will be paid customary fees for its services and will
be reimbursed for reasonable costs and expenses. The Company has agreed to
indemnify the Dealer Manager against certain liabilities in connection with the
Tender Offer, including liabilities under the federal securities laws, and will
contribute to payments the Dealer Manager may be required to make in respect
thereof.
In the past and at any given time in the future, the Dealer Manager may
trade the Debentures or other securities of the Company for its respective
accounts or for the accounts of customers, and accordingly, may hold a long or a
short position in the Debentures or such other securities. These Debentures may
be sold in the open market or to the Company in the normal course of the Dealer
Manager's trading activities. CIBC has informed the Company that it holds no
Debentures as of July 13, 1999.
The Dealer Manager has informed the Company that it intends to tender all of
the Debentures held by it, if any, in the Tender Offer.
DEPOSITARY
Bankers Trust Company has been appointed as Depositary for the Tender Offer.
Questions and requests for assistance, and all correspondence in connection with
the Tender Offer, or requests for additional Letters of Transmittal and any
other required documents, may be directed to the Depositary at its address and
telephone number set forth on the back cover of this Offer to Purchase.
INFORMATION AGENT
D.F. King & Co., Inc. is serving as Information Agent in connection with the
Tender Offer. The Information Agent will assist with the mailing of this Offer
to Purchase and related materials to holders of Debentures, respond to inquiries
of and provide information to holders of Debentures in connection with the
Tender Offer and provide other similar advisory services as the Company may
request from time to time. Requests for additional copies of this Offer to
Purchase, the Letter of Transmittal and any other required documents should be
directed to the Dealer Manager or to the Information Agent at one of their
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase.
FEES AND EXPENSES
The Company has retained CIBC World Markets Corp. to act as Dealer Manager
and financial advisor in connection with the Tender Offer. The Dealer Manager
will receive a fee for its services as Dealer Manager of $5.00 for each $1,000
in principal amount of Debentures purchased by the
30
<PAGE>
Company pursuant to the Tender Offer. The Company has also agreed to reimburse
the Dealer Manager for its reasonable costs and expenses incurred in connection
with the Tender Offer. In addition, the Company will pay the Depositary and the
Information Agent reasonable and customary fees for their services (and will
reimburse them for their reasonable out-of-pocket expenses in connection
therewith) and will pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of the Offering Materials to the beneficial owners of the Debentures. In
addition, the Company will indemnify the Depositary and the Information Agent
against certain liabilities in connection with their services, including
liabilities under the federal securities laws.
The Company will pay soliciting dealer's fees of $2.00 per $1,000 principal
amount of Debentures tendered and accepted for payment in the Tender Offer from
brokers, dealers and other persons for soliciting tenders of Debentures from
their clients pursuant to the Tender Offer. In addition, brokers, dealers,
commercial banks and trust companies and other nominees will, upon request, be
reimbursed by the Company for customary clerical and mailing expenses incurred
by them in forwarding offering materials to their clients. Holders of Debentures
who tender in the Tender Offer will not be required to pay brokerage commissions
or fees or, subject to the instructions in the Letter of Transmittal, transfer
taxes with respect to the tender of Debentures pursuant to the Tender Offer. The
Company will pay all charges and expenses, other than certain applicable taxes,
in connection with the Tender Offer.
The Company will pay all transfer taxes, if any, with respect to the
Debentures. If, however, Debentures for principal amounts not accepted for
tender are to be delivered to, or are to be registered or issued in the name of,
any person other than the holder of the Debentures, or if tendered Debentures
are to be registered in the name of any person other than the person signing the
Letter of Transmittal or electronically transmitting acceptance through ATOP, or
if a transfer tax is imposed for any reason other than the purchase of
Debentures pursuant to the Tender Offer, then the amount of any such transfer
tax (whether imposed on the holder of Debentures or any other person) will be
payable by the tendering holder. If satisfactory evidence of payment of such tax
or exemption therefrom is not submitted, then the amount of such transfer tax
will be deducted from the Purchase Price, otherwise payable to such tendering
holder. Any remaining amount will be billed directly to such tendering holder.
MISCELLANEOUS
Other than with respect to the Dealer Manager, the Depositary and the
Information Agent, neither the Company nor any of its affiliates has engaged, or
made any arrangements for, and have no contract, arrangement or understanding
with, any broker, dealer, agent or other person regarding the purchase of
Debentures hereunder, and no person has been authorized by the Company or any of
its affiliates to provide any information or to make any representations in
connection with the Tender Offer, other than those expressly set forth in this
Offer to Purchase, and, if so provided or made, such other information or
representations must not be relied upon as having been authorized by the Company
or any of its affiliates. The delivery of this Offer to Purchase shall not,
under any circumstances, create any implication that the information set forth
herein is correct as of any time subsequent to the date hereof.
31
<PAGE>
Any questions regarding the terms of the Tender Offer may be directed to the
Dealer Manager.
The Dealer Manager for the Tender Offer is:
CIBC WORLD MARKETS CORP.
425 Lexington Avenue
3rd Floor
New York, New York 10017
(212) 885-4400 or (800) 274-2746
Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent at the telephone numbers and address listed
below. A holder of Debentures may also contact such holder's broker, dealer,
commercial bank or trust company or nominee for assistance concerning the Tender
Offer.
The Information Agent for the Tender Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
(800) 431-9629 (Call Toll-Free)
The Depositary for the Tender Offer is:
BANKERS TRUST COMPANY
Four Albany Street
New York, New York 10006
Attention: Corporate Trust & Agency Group
<PAGE>
CONSORCIO G GRUPO DINA, S.A. DE C.V.
LETTER OF TRANSMITTAL
TO TENDER UP TO $97 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004 ISSUED BY
CONSORCIO G GRUPO DINA, S.A. DE C.V.
(ISIN NO. US210306 AB 29 AND CUSIP NO. 210306 AB 2)
Pursuant to the Offer to Purchase dated
July 13, 1999
- --------------------------------------------------------------------------------
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
AUGUST 10, 1999, UNLESS EXTENDED OR EARLIER TERMINATED (EACH SUCH TIME, AS THE
SAME MAY BE EXTENDED, AN "EXPIRATION TIME"). HOLDERS OF DEBENTURES MUST
TENDER THEIR DEBENTURES PRIOR TO THE EXPIRATION TIME IN ORDER TO RECEIVE
THE PURCHASE PRICE. SUBJECT TO THE TERMS OF THE TENDER OFFER, HOLDERS OF
DEBENTURES MAY WITHDRAW TENDERED DEBENTURES AT ANY TIME PRIOR TO THE
EXPIRATION TIME, BUT NOT THEREAFTER (EXCEPT UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED MORE FULLY HEREIN).
- --------------------------------------------------------------------------------
The Depositary for the Tender Offer is:
BANKERS TRUST COMPANY
<TABLE>
<S> <C> <C>
BY OVERNIGHT MAIL OR COURIER: BY MAIL: BY HAND:
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Corporate Trust & Agency Group Reorganization Unit Corporate Trust & Agency Group
Reorganization Unit P.O. Box 292737 Receipt & Delivery Window
648 Grassmere Park Road Nashville, Tennessee 37229-2737 123 Washington Street, 1st Floor
Nashville, Tennessee 37211 New York, New York 10006
Attention: Reorganization
Department
</TABLE>
BY FACSIMILE:
(615) 835-3701
CONFIRM BY TELEPHONE:
(615) 835-3572
FOR INFORMATION:
(800) 735-7777
Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery. The accompanying instructions should be read
carefully before this Letter of Transmittal is completed.
The undersigned acknowledges that it has received and reviewed the Offer to
Purchase dated July 13, 1999 (the "Offer to Purchase") of Consorcio G Grupo
Dina, S.A. de C.V., a Mexican corporation (the "Company"), and this Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offering Materials"), which together constitute the Company's
offer to purchase for cash up to $97 million in aggregate principal amount of
its 8% Convertible Subordinated Debentures due 2004 (collectively, the
"Debentures" and individually, a "Debenture"), at the purchase price set forth
in the Offer to Purchase (such offer is referred to herein as the "Tender
Offer").
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Tender Offer, determine a single price per
$1,000 principal amount of Debentures (not in excess of $460 nor less than $400
per $1,000 principal amount of Debentures) net to the seller in cash (the
"Purchase Price") that it will pay for Debentures properly tendered and not
withdrawn prior to the Expiration Time pursuant to the Tender Offer, taking into
account the amount of Debentures so tendered and the prices specified by
tendering holders. The undersigned understands that the Company will select the
lowest Purchase Price that will allow it to buy up to $97 million in aggregate
principal amount of outstanding Debentures (or such lesser amount of Debentures
as are properly tendered
<PAGE>
at prices not in excess of $460 nor less than $400 per $1,000 principal amount
of Debentures) pursuant to the Tender Offer. The undersigned understands that
all Debentures properly tendered at prices at or below the Purchase Price and
not withdrawn prior to the Expiration Time will be purchased at the Purchase
Price, upon the terms and subject to the conditions of the Tender Offer,
including its proration provisions, and that the Company will return all other
Debentures not purchased pursuant to the Tender Offer, including Debentures
tendered at prices greater than the Purchase Price and not withdrawn prior to
the Expiration Time and Debentures not purchased because of proration.
The Tender Offer may be extended, terminated, amended or consummated as
provided in the Offer to Purchase. During any such extension of the Tender
Offer, all Debentures previously tendered and not withdrawn pursuant to the
Tender Offer that have not been accepted for purchase will remain subject to the
Tender Offer and may be accepted thereafter for purchase by the Company.
No alternative, conditional or contingent tender of Debentures will be
accepted. A tendering Holder, by execution of this Letter of Transmittal or
facsimile hereof, waives all rights to receive notice of acceptance of such
Holder's Debentures for purchase. Capitalized terms used but not defined herein
have the meanings given to them in the Offer to Purchase.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
This Letter of Transmittal is to be used by Holders of Debentures if (i)
certificates representing Debentures are to be physically delivered to the
Depositary herewith by such Holders; (ii) the tender of Debentures is to be made
by book-entry transfer to the Depositary's account at DTC pursuant to the
procedures set forth under "The Tender Offer--Procedures for Tendering
Debentures" in the Offer to Purchase; or (iii) the tender of Debentures is to be
made according to the guaranteed delivery procedures set forth under "The Tender
Offer--Guaranteed Delivery Procedure;" and, in each case, instructions are not
being transmitted through the DTC Automated Tender Offer Program ("ATOP").
Holders of Debentures that are tendering by book-entry transfer to the
Depositary's account at DTC can execute the tender through ATOP. DTC
participants that are accepting the Tender Offer must transmit their acceptance
to DTC which will verify the acceptance and execute a book-entry delivery to the
Depositary's account at DTC. DTC will then send an Agent's Message to the
Depositary for its acceptance. Delivery of the Agent's Message by DTC will
satisfy the terms of the Tender Offer as to execution and delivery of a Letter
of Transmittal by the participant identified in the Agent's Message. The Agent's
Message must be received by the Depositary prior to the Expiration Time to be
eligible to receive the Purchase Price.
If a Holder desires to tender Debentures pursuant to the Tender Offer and
time will not permit this Letter of Transmittal, certificates representing such
Debentures and all other required documents to reach the Depositary, or the
procedures for book-entry delivery cannot be completed prior to the Expiration
Time, then such Holder must tender such Debentures pursuant to the guaranteed
delivery procedure set forth in the Offer to Purchase under the caption "The
Tender Offer--Guaranteed Delivery Procedure." See Instruction 2 below. In order
to ensure participation in the Tender Offer, Debentures must be properly
tendered before the Expiration Time.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Tender Offer.
<PAGE>
- --------------------------------------------------------------------------------
TENDER OF DEBENTURES
----------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED DEBENTURES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution _________________________________________
DTC Account Number ____________________________________________________
Date Tendered _________________________________________________________
Transaction Code Number _______________________________________________
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE INFORMATION BELOW.
Name(s) of Holder(s) __________________________________________________
Window Ticket Number (if any) _________________________________________
Date of Execution of Notice of Guaranteed Delivery ____________________
Name of Eligible Institution that guaranteed delivery _________________
If delivered by book-entry transfer: __________________________________
DTC Account Number ____________________________________________________
Date Sent _____________________________________________________________
Transaction Code Number _______________________________________________
- --------------------------------------------------------------------------------
List below the Debentures that are to be tendered pursuant to this Letter of
Transmittal. If the space below is inadequate, list the information requested
below on a separate signed schedule and affix the list to this Letter of
Transmittal.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
DESCRIPTION OF DEBENTURES TENDERED
---------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S) OR NAME OF
DTC PARTICIPANT AND PARTICIPANT'S AGGREGATE
DTC ACCOUNT NUMBER PRINCIPAL PRINCIPAL
IN WHICH DEBENTURES ARE HELD CERTIFICATE AMOUNT AMOUNT
(PLEASE FILL IN IF BLANK) NUMBER(S)(1) REPRESENTED(1) TENDERED(2)
<S> <C> <C> <C>
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL
PRINCIPAL
AMOUNT
TENDERED
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed by Holders who tender by book-entry or in accordance
with DTC's ATOP procedures for transfer.
<PAGE>
(2) Unless otherwise indicated in this column, any tendering Holder will be
deemed to have tendered the entire principal amount represented by the
Debentures indicated in the column labeled "Aggregate Principal Amount
Represented." See Instruction 5.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Only Holders are entitled to tender Debentures in the Tender Offer. Persons
who are beneficial owners of Debentures but are not Holders and who seek to
tender Debentures prior to the Expiration Time should (i) contact the Holder of
such Debentures and instruct such Holder to tender on its behalf prior to the
Expiration Time, (ii) obtain and include with this Letter of Transmittal
properly endorsed for transfer by the Holder or accompanied by a properly
completed bond power from the Holder, together with a properly completed
irrevocable proxy that authorizes such person to tender Debentures on behalf of
such Holder prior to the Expiration Time, with signatures on the endorsement or
bond power guaranteed by an Eligible Institution or (iii) effect a record
transfer of such Debentures from the Holder to such beneficial owner and comply
with the requirements applicable to Holders for tendering Debentures prior to
the Expiration Time.
<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the Offering
Materials, the undersigned hereby tenders to the Company the Debentures
indicated above. Subject to, and effective upon, acceptance for purchase of and
payment for the Debentures tendered herewith, the undersigned hereby sells,
assigns and transfers to or upon the order of the Company all right, title and
interest in and to all such Debentures tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Depositary as the true and lawful agent
and attorney-in-fact of the undersigned (with full knowledge that the Depositary
also acts as agent of the Company) with respect to such Debentures, with full
power of substitution and resubstitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest) to (a) deliver such
Debentures, or transfer ownership of such Debentures on the account books
maintained by the Book-Entry Transfer Facility, together, in each such case,
with all accompanying evidences of transfer and authenticity to or upon the
order of the Company, (b) present such Debentures for transfer on the relevant
security register and (c) receive all benefits or otherwise exercise all rights
of beneficial ownership of such Debentures (except that the Depositary will have
no rights to or control over funds from the Company, except as agent for the
Company, for the Purchase Price (as defined in the Offer to Purchase)) in
accordance with the terms set forth in the Offering Materials.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE DEBENTURES TENDERED
HEREBY AND, THAT WHEN THE SAME ARE ACCEPTED FOR PURCHASE, THE COMPANY WILL
ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL
SECURITY INTERESTS, LIENS, RESTRICTIONS, CLAIMS, CHARGES, ENCUMBRANCES,
CONDITIONAL SALES AGREEMENTS OR OTHER OBLIGATIONS RELATING TO THE SALE OR
TRANSFER THEREOF, AND NOT BE SUBJECT TO ANY ADVERSE CLAIM. THE UNDERSIGNED WILL,
UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE
DEPOSITARY OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO COMPLETE THE
ASSIGNMENT, TRANSFER AND PURCHASE OF THE DEBENTURES TENDERED HEREBY. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS OF THE TENDER
OFFER. DELIVERY OF THE ENCLOSED DEBENTURES SHALL BE EFFECTED, AND RISK OF LOSS
AND TITLE TO SUCH DEBENTURES SHALL PASS, ONLY UPON PROPER DELIVERY THEREOF TO
THE DEPOSITARY.
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy, and personal and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Debentures properly tendered may be withdrawn at any time prior to
the Expiration Time.
The undersigned understands that Debentures may not be withdrawn after the
Expiration Time unless the Tender Offer is terminated without any Debentures
being purchased thereunder, or the Purchase Price, or the aggregate principal
amount subject to the Tender Offer is reduced. In the event of such a
termination, such Debentures tendered by the undersigned will be returned to the
undersigned as promptly as practicable. The undersigned further understands that
tenders of Debentures may be withdrawn by written notice of withdrawal received
by the Depositary at any time prior to the Expiration Time.
The Tender Offer is subject to a number of conditions, each of which may be
waived or modified by the Company, in whole or in part, at any time and from
time to time, as described in the Offer to Purchase under the caption "The
Tender Offer--Conditions of the Tender Offer." The undersigned recognizes that
as a result of such conditions the Company may not be required to accept the
Debentures properly tendered hereby. In such event, the tendered Debentures not
accepted for purchase will be returned to the undersigned without cost to the
undersigned as soon as practicable following the earlier to occur of the
Expiration Time or the date on which the Tender Offer is terminated without any
Debentures being purchased thereunder, at the address shown below the
undersigned's signature(s) unless otherwise indicated under "Special Payment
Instructions" below.
Unless otherwise indicated under "Special Payment Instructions" below,
please issue a check from the Company for the Purchase Price for any Debentures
tendered hereby that are purchased and/or return any Debentures not tendered or
not accepted for purchase in the name(s) of the Holder(s) appearing under
"Description of Debentures Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the check for such Purchase
Price and/or return any Debentures not tendered or not accepted for purchase
(and accompanying documents, as appropriate) to the address(es) of the Holder(s)
appearing under "Description of Debentures Tendered."
In the event that both the Special Payment Instructions and the Special
Delivery Instructions are completed, please issue the check for the Purchase
Price and/or return any Debentures not tendered or not accepted for purchase
(and accompanying documents, as appropriate) in the name of, and to the
address(es) of, the Holder(s) appearing under "Description of Debentures
Tendered." Unless otherwise indicated under "Special Payment Instructions," in
the case of a book-entry delivery of Debentures, please credit the account
maintained at the Book-Entry Transfer Facility with any Debentures not tendered
or not accepted for purchase. The undersigned recognizes that the
<PAGE>
Company has no obligation pursuant to the Special Payment Instructions to
transfer any Debentures from the name of the Holder thereof if the Company does
not accept for purchase any of the Debentures so tendered.
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER $1,000 PRINCIPAL AMOUNT OF
DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED
(See Instruction 3)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS
CHECKED, THERE IS NO PROPER TENDER OF DEBENTURES. (Holders who desire to
tender Debentures at more than one price must complete a separate Letter of
Transmittal for each price at which Debentures are tendered.)
<TABLE>
<S> <C> <C>
/ / $400 / / $430 / / $460
/ / $410 / / $440
/ / $420 / / $450
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the check for the Purchase Price for the Debentures
accepted for purchase and/or Debentures not accepted for purchase are to be
issued in the name of someone other than the undersigned, or the Debentures
delivered by book-entry transfer not accepted for purchase are to be
returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue: / / Check / / Debenture(s) to
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OF SOCIAL SECURITY NUMBER)
Credit unpurchased Debentures delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
____________________________________________________________________________
(ACCOUNT NUMBER)
- ------------------------------------------------------------
- ------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the check for the Purchase Price for the Debentures
accepted for purchase and/or Debentures not accepted for purchase are to be
sent to someone other than the undersigned at an address other than that
shown above.
Mail: / / Check / / Debenture(s) to
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OF SOCIAL SECURITY NUMBER)
- -----------------------------------------------------
<PAGE>
HOLDERS OF DEBENTURES SIGN HERE
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN
THIS LETTER OF TRANSMITTAL
(SEE INSTRUCTIONS 1, 6 AND 7)
- --------------------------------------------------------------------------------
____________________________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF HOLDER(S) OF NOTES
Dated: ____________________________________________________________________,
1999
(Must be signed by the Holder(s) exactly as name(s) appear(s) on
certificates for Debentures or on a security position listing or by
person(s) authorized to become Holder(s) of the Debentures transmitted
herewith. If signature is by attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following
information and see Instruction 6.)
Capacity (Full Title) ______________________________________________________
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. ( ) __________________________________________
Tax Identification or Social Security No. __________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED-SEE INSTRUCTIONS 1 AND 6)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. ( ) __________________________________________
Dated ______________________________________________________________________
----------------------------------------------------------------------------
BROKERAGE COMMISSIONS
(See Instruction 7)
/ / CHECK HERE IF YOUR TENDER OF DEBENTURES WAS SOLICITED BY A BROKER.
ENTER THE NAME AND ADDRESS OF THE BROKER BELOW.
Name of Broker _____________________________________________________________
Name of Firm _______________________________________________________________
Address of Firm ____________________________________________________________
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if the Debentures tendered hereby are tendered (a) by the
Holder(s) (which term, for purposes of this document, shall include any
participant in the Book-Entry Transfer Facility's system and whose name appears
on a security position listing as the record owner of the Debentures) thereof,
unless such Holder has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" herein, or (b)
for the account of an Eligible Institution. In all other cases, all signatures
on this Letter of Transmittal must be guaranteed by an Eligible Institution.
Persons who are beneficial owners of Debentures but are not Holders and who seek
to tender Debentures should (i) contact the Holder of such Debentures and
instruct such Holder to tender and consent on its behalf, (ii) obtain and
include with this Letter of Transmittal, Debentures properly endorsed for
transfer by the Holder or accompanied by a properly completed bond power from
the Holder, together with a properly completed irrevocable proxy that authorizes
such person to tender with signatures on the endorsement or bond power
guaranteed by an Eligible Institution or (iii) effect a record transfer of such
Debentures from the Holder to such beneficial owner and comply with the
requirements applicable to Holders for tendering Debentures.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
Holders if (i) certificates representing Debentures are to be physically
delivered to the Depositary herewith by such Holders; (ii) the tender of
Debentures is to be made by book-entry transfer to the Depositary's account at
DTC pursuant to the procedures set forth under "The Tender Offer--Procedures for
Tendering Debentures" in the Offer to Purchase; or (iii) the tender of
Debentures is to be made according to the guaranteed delivery procedures set
forth under "The Tender Offer-- Guaranteed Delivery Procedure" in the Offer to
Purchase; and in each case instructions are not being transmitted through ATOP.
All physically delivered Debentures, or a confirmation of a book-entry transfer
into the Depositary's account at DTC of all Debentures delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) or a properly transmitted Agent's Message and
any other required documents, must be received by the Depositary at its address
set forth herein prior to the Expiration Time or the tendering Holder must
comply with the guaranteed delivery procedures set forth below. Delivery of the
documents to DTC does not constitute delivery to the Depositary.
If a Holder desires to tender Debentures pursuant to the Tender Offer and
time will not permit this Letter of Transmittal, certificates representing such
Debentures and all other required documents to reach the Depositary, or the
procedures for book-entry cannot be completed, prior to the Expiration Time,
then such Holder must tender such Debentures pursuant to the guaranteed delivery
procedures set forth under "The Tender Offer--Guaranteed Delivery Procedure" in
the Offer to Purchase. Pursuant to such procedures, (i) such tender must be made
by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Company, or an Agent's Message with respect to the guaranteed delivery that
is accepted by the Company, must be received by the Depositary, either by hand
delivery, mail, telegram or facsimile transmission, prior to the Expiration Time
and (iii) the certificates for all tendered Debentures, in proper form for
transfer (or confirmation of a book-entry transfer of all Debentures delivered
electronically into the Depositary's account at DTC pursuant to the procedures
for such transfer set forth in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof), and any other required documents, or a properly transmitted Agent's
Message, must be received by the Depositary within three NYSE trading days after
the date of execution of the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE DEBENTURES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR
AGENT'S MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE
TENDERING HOLDER. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed for such documents to reach the Depositary. Except as
otherwise provided in this Instruction 2, delivery will be deemed made only when
actually received by the Depositary.
No alternative, conditional or contingent tenders or consents will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
a facsimile thereof), waive any right to receive any notice of the acceptance of
their Debentures for payment.
3. INDICATION OF PRICE AT WHICH DEBENTURES ARE BEING TENDERED. For
Debentures to be properly tendered, the holder MUST check the box indicating the
price per $1,000 principal amount of Debentures at which such holder is
tendering Debentures under "Price (In Dollars) Per $1,000 Principal Amount of
Debentures at Which Debentures Are Being Tendered" on this Letter of
Transmittal. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF
NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF DEBENTURES. A holder wishing to
tender portions of such holder's Debenture holdings at different prices must
complete a separate Letter of Transmittal for each price at which such holder
wishes to tender each such portion of such holder's Debentures. The same
Debentures cannot be tendered (unless previously properly withdrawn as provided
in the Offer to Purchase) at more than one price.
4. WITHDRAWAL OF TENDERS. Any Holder of Debentures who has tendered
Debentures or who succeeds to the record ownership of Debentures in respect of
which such tender has previously been given may withdraw such
<PAGE>
Debentures prior to the Expiration Time by delivery of a written notice of
withdrawal or a properly transmitted "Request Message" through ATOP, subject to
the limitations described herein. To be effective, a written telegraphic, telex
or facsimile transmission notice of withdrawal (or a notice delivered by hand or
mail) of a tender must (i) be timely received by the Depositary at its address
set forth on the back cover of this Letter of Transmittal prior to the
Expiration Time, (ii) specify the name of the person having tendered the
Debentures to be withdrawn, the principal amount of such Debentures to be
withdrawn and, if certificates for Debentures have been tendered, the name of
the holder(s) of such Debentures as set forth in such certificates if different
from that of the person who tendered such Debentures, (iii) identify the
Debentures to be withdrawn and (iv) (a) be signed by the holder in the same
manner as the original signature on the Letter of Transmittal by which such
Debentures were tendered (including any required signature guarantees) or (b) be
accompanied by evidence satisfactory to the Company and the Depositary that the
holder withdrawing such tender has succeeded to beneficial ownership of such
Debentures. If certificates representing Debentures to be withdrawn have been
delivered or otherwise identified to the Depositary, then the name of the holder
and the serial numbers of the particular certificate evidencing the Debentures
to be withdrawn and a signed notice of withdrawal with signatures guaranteed by
an Eligible Institution, except in the case of Debentures tendered by an
Eligible Institution (in which case no signature guarantee shall be required),
must also be so furnished to the Depositary as described above prior to the
physical release of the certificates for the withdrawn Debentures. If Debentures
have been tendered pursuant to the procedures for book-entry transfer as
described above, any notice of withdrawal of Debentures must also specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Debentures. The Company reserves the right to
contest the validity of any withdrawal. A purported notice of withdrawal which
is not received by the Depositary in a timely fashion will not be effective to
withdraw a Debenture previously tendered.
Any permitted withdrawals of tenders of Debentures may not be rescinded, and
any Debentures properly withdrawn will thereafter be deemed not validly tendered
for purposes of the Tender Offer; provided, however, that withdrawn Debentures
may be re-tendered by again following one of the appropriate procedures
described in Instruction 2 above at any time prior to the Expiration Time.
5. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF DEBENTURES WHO TENDER BY
BOOK-ENTRY TRANSFER). If less than the entire principal amount of any Debentures
evidenced by a submitted certificate is tendered, the tendering holder should
fill in the applicable principal amount of the Debentures that are to be
tendered in the box entitled "Description of Debentures Tendered." The entire
principal amount represented by the certificates for all Debentures delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Debentures is not tendered or not accepted
for payment, new certificate(s) representing the remainder of the principal
amount of the Debentures that were evidenced by the old certificate(s) will be
sent to the Holder, unless otherwise provided in the boxes entitled "Special
Payment Instructions" or "Special Delivery Instructions" above, as soon as
practicable after the expiration of the Tender Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the Holder(s) of the
Debentures tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Debentures tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Debentures are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are names in which such certificates are held.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Company of its authority so to act must be submitted, unless waived by the
Company.
If this Letter of Transmittal is signed by the Holder(s) of the Debentures
listed and transmitted hereby, no endorsements of certificates or separate bond
powers are required unless payment is to be made to, or certificates not
tendered or not accepted for purchase are to be issued to, a person other than
the Holder(s). Signatures on such certificates must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
If this Letter of Transmittal is signed by a person other than the Holder(s)
of the Debentures listed, the certificates representing such Debentures must be
properly endorsed for transfer by the Holder or be accompanied by a properly
completed bond power from the Holder, with signatures on the endorsement or bond
power guaranteed by an Eligible Institution.
7. TRANSFER TAXES AND BROKERAGE COMMISSIONS. The Company will pay or cause
to be paid any transfer taxes with respect to the transfer and sale of
Debentures to it or its order pursuant to the Tender Offer. If, however, payment
of the Purchase Price is to be made to, or if certificates representing
Debentures not tendered or not accepted for payment are to be registered in the
name of any person other than the Holder(s), or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any transfer taxes (whether imposed on the
Holder(s) or such other person) payable on account of the transfer to such
<PAGE>
person will be deducted from the payment unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.
The Company will pay soliciting dealer's fees of $2.00 per $1,000 principal
amount of Debentures tendered and accepted for payment in the Tender Offer from
brokers, dealers and other persons for soliciting tenders of Debentures from
their clients pursuant to the Tender Offer. In addition, brokers, dealers,
commercial banks and trust companies and other nominees will, upon request, be
reimbursed by the Company for customary clerical and mailing expenses incurred
by them in forwarding offering materials to their clients. In order for
soliciting dealers to receive their fees, the appropriate box on this Letter of
Transmittal should be completed. Holders of Debentures who tender in the Tender
Offer will not be required to pay brokerage commissions or fees.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of, and/or certificates representing Debentures not accepted for
payment are to be returned to, a person other than the person(s) signing this
Letter of Transmittal or if a check is to be sent and/or such certificates are
to be returned to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed. Holders delivering Debentures
by book-entry transfer may request that Debentures not accepted for payment be
credited to such account maintained at the Book-Entry Transfer Facility as such
Holder(s) may designate hereon. If no such instructions are given, such
Debentures not accepted for payment will be returned by crediting the account at
the Book-Entry Transfer Facility.
9. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the
Company reserves the right to waive any and all conditions to the Tender Offer
and accept for payment any Debentures tendered.
10. THE TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal
income tax law generally requires that a Holder whose tendered Debentures are
accepted for purchase, or such Holder's assignee (in either case, the "Payee"),
provide the Company (the "Payor"), with its correct Taxpayer Identification
Number ("TIN"), which, in the case of a Payee who is an individual, is his or
her social security number. If the Payor is not provided with the correct TIN or
an adequate basis for an exemption, such Payee may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 31% of the gross proceeds received pursuant to the Tender Offer. If
withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide its correct TIN by
completing the "Substitute Form W-9" set forth herein, certifying that the TIN
provided is correct (or that such Payee is awaiting a TIN) and that (i) the
Payee is exempt from backup withholding, (ii) the Payee has not been notified by
the Internal Revenue Service that it is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the Internal
Revenue Service has notified the Payee that it is no longer subject to backup
withholding.
If the Payee does not have a TIN, such Payee should consult its tax adviser
for instructions on applying for a TIN, write "Applied For" in the space for the
TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form
W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth
herein. Note: Writing "Applied For" on the form means that the Payee has already
applied for a TIN or that such Payee intends to apply for one in the near
future.
If the Debenture is held in more than one name or is not in the name of the
actual owner, the holder should consult its tax adviser for information on which
TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of Substitute Form W-9. In order for a
nonresident alien or foreign entity to qualify as exempt, such person must
submit a completed Form W-8, "Certificate of Foreign Status." Such form may be
obtained from the Payor.
11. MUTILATED, LOST, STOLEN OR DESTROYED DEBENTURES. Any Holder whose
Debentures have been mutilated, lost, stolen or destroyed should contact the
Depositary at the address indicated above for further instructions.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent or the Dealer Manager at their
respective addresses set forth below or from the tendering Holder's broker,
dealer, commercial bank or trust company. Additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained from the Information Agent.
IMPORTANT: This Letter of Transmittal, together with Debentures and all
other required documents, or an Agent's Message, together with a confirmation of
book-entry transfer of Debentures, with any required signature guarantees and
all other required documents must be received by the Depositary, or the Notice
of Guaranteed Delivery must be received by the Depositary, prior to the
Expiration Time with respect to Holders wishing to receive the Purchase Price.
<PAGE>
TO BE COMPLETED BY ALL PAYEES
(SEE INSTRUCTION 10)
<TABLE>
<C> <S> <C>
- --------------------------------------------------------------------------------------------------
PAYOR'S NAME:
- --------------------------------------------------------------------------------------------------
Name
Address
(NUMBER AND STREET)
SUBSTITUTE
FORM W-9 (CITY) (STATE) (ZIP CODE)
- --------------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART I-PLEASE PROVIDE YOUR TIN TIN
INTERNAL REVENUE SERVICE IN THE BOX AT RIGHT AND (SOCIAL SECURITY NUMBER OR EMPLOYER
CERTIFY BY SIGNING AND DATING IDENTIFICATION NUMBER)
BELOW
- --------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART 2-FOR PAYEES EXEMPT FROM BACKUP
IDENTIFICATION NUMBER WITHHOLDING PLEASE WRITE "EXEMPT" HERE
("TIN") (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------------------------
AND CERTIFICATION PART 3-CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1)
THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TIN (OR I AM WAITING
FOR A NUMBER TO BE ISSUED TO ME), AND (2) I AM NOT SUBJECT TO
BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING
AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR (C)
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP
WITHHOLDING.
SIGNATURE DATE
- --------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST CROSS OUT PART 2 ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU
ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST
OR DIVIDENDS ON YOUR TAX RETURN.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
"APPLIED FOR" IN PART 1 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office (or
I intend to mail or deliver an application in the near future). I understand
that if I do not provide a taxpayer identification number to the Payor, the
Payor is required to withhold 31% of all cash payments made to me until I
provide a number.
<TABLE>
<S> <C>
SIGNATURE DATE
</TABLE>
----------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
Any questions regarding procedures for tendering Debentures or requests for
additional copies of this Offer to Purchase, the Letter of Transmittal and the
Notice of Guaranteed Delivery should be directed to the Information Agent:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
(800) 431-9629 (Call Toll-Free)
Any questions regarding the terms of the Tender Offer should be directed to
the Dealer Manager:
CIBC WORLD MARKETS CORP.
425 Lexington Avenue
3rd Floor
New York, New York 10017
(212) 885-4400 or (800) 274-2746
Letters of Transmittal, certificates for the Debentures and any other
required documents should be sent by each Holder or its broker, dealer,
commercial bank, trust company or other nominee to the Depositary:
BANKERS TRUST COMPANY
<TABLE>
<S> <C> <C>
BY OVERNIGHT MAIL OR COURIER: BY MAIL: BY HAND:
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Corporate Trust & Agency Group Reorganization Unit Corporate Trust & Agency Group
Reorganization Unit P.O. Box 292737 Receipt & Delivery Window
648 Grassmere Park Road Nashville, Tennessee 37229-2737 123 Washington Street, 1st Floor
Nashville, Tennessee 37211 New York, New York 10006
Attention: Reorganization
Department
</TABLE>
BY FACSIMILE:
(615) 835-3701
CONFIRM BY TELEPHONE:
(615) 835-3572
FOR INFORMATION
(800) 735-7777
<PAGE>
CONSORCIO G GRUPO DINA, S.A. DE C.V.
NOTICE OF GUARANTEED DELIVERY
TO TENDER UP TO $97 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
(ISIN NO. US210306 AB 29 AND CUSIP NO. 210306 AB 2)
Pursuant to the Offer to Purchase dated
July 13, 1999
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
AUGUST 10, 1999, UNLESS EXTENDED (EACH SUCH TIME, AS THE SAME MAY BE EXTENDED,
AN "EXPIRATION TIME"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES PRIOR
TO THE EXPIRATION TIME IN ORDER TO RECEIVE THE PURCHASE PRICE. TENDERED
DEBENTURES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME, BUT NOT
THEREAFTER (EXCEPT UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE OFFER TO
PURCHASE).
As set forth in the Offer to Purchase dated July 13, 1999 (the "Offer to
Purchase") under the caption "The Tender Offer--Guaranteed Delivery Procedure"
and the accompanying Letter of Transmittal dated July 13, 1999 (the "Letter of
Transmittal") and Instruction 2 thereto, this form, or one substantially
equivalent hereto, must be used to accept the offer by Consorcio G Grupo Dina,
S.A. de C.V., a Mexican corporation (the "Company"), to purchase for cash the
debt securities listed above (collectively, the "Debentures" and individually, a
"Debenture") (such offer is referred to as the "Tender Offer"), if the
certificates representing the Debentures are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit a Holder's certificates or other required documents to reach the
Depositary prior to the Expiration Time. Such form may be delivered by hand or
transmitted by telegram, telex, facsimile transmission or mail to the Depositary
and must include a guarantee by an Eligible Institution unless such form is
submitted on behalf of an Eligible Institution. Capitalized terms used and not
defined herein have the respective meanings ascribed to them in the Offer to
Purchase.
THE DEPOSITARY IS:
BANKERS TRUST COMPANY
<TABLE>
<S> <C> <C>
BY OVERNIGHT MAIL OR COURIER: BY MAIL: BY HAND:
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Corporate Trust & Agency Group Reorganization Unit Corporate Trust & Agency Group
Reorganization Unit P.O. Box 292737 Receipt & Delivery Window
648 Grassmere Park Road Nashville, Tennesse 37229-2737 123 Washington Street, 1st Floor
Nashville, Tennessee 37211 New York, New York 10006
Attention: Reorganization
Department
</TABLE>
BY FACSIMILE:
(615) 835-3701
CONFIRM BY TELEPHONE:
(615) 835-3572
FOR INFORMATION:
(800) 735-7777
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION VIA A FACSIMILE NUMBER
OTHER THAN THE ONES LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the Offer to
Purchase and accompanying Letter of Transmittal, receipt of which is hereby
acknowledged, the undersigned hereby tenders to Consorcio G Grupo Dina, S.A. de
C.V., a Mexican corporation, the principal amount of Debentures at the price per
$1,000 principal amount of Debentures set forth below pursuant to the guaranteed
delivery procedures set forth in the Offer to Purchase and accompanying Letter
of Transmittal.
PRINCIPAL AMOUNT OF DEBENTURES BEING TENDERED
<TABLE>
<CAPTION>
ISIN NO. CUSIP NO. PRINCIPAL AMOUNT TENDERED SECURITY DESCRIPTION
- ------------------- --------------- ------------------------- ---------------------------------
<S> <C> <C> <C>
US210306 AB 29 210306 AB 2 8% Convertible Subordinated
Debentures due 2004
</TABLE>
PRICE (IN DOLLARS) PER $1,000 PRINCIPAL AMOUNT OF
DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF DEBENTURES. (Holders who desire to tender
Debentures at more than one price must complete a separate Letter of Transmittal
for each price at which Debentures are tendered.)
<TABLE>
<S> <C> <C>
/ / $400 / / $430 / / $460
/ / $410 / / $440
/ / $420 / / $450
</TABLE>
[ ] Check box if Debentures will be tendered by book-entry transfer:
Name of Tendering Institution:
- -------------------
Account No.
- -------------- at The Depository Trust Company
<TABLE>
<S> <C>
SIGN HERE
- -------------------------------------------
Signature(s)
- -------------------------------------------
Name(s) (Please Type or Print)
- -------------------------------------------
Address
- -------------------------------------------
Zip Code
- -------------------------------------------
Area Code and Telephone Number
Dated: ---------------, 1999
</TABLE>
THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office in the United States, hereby (a) represents
that the above-named person(s) has a net long position in the Debentures
tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended, (b) represents that such tender of Debentures complies
with Rule 14e-4 and (c) guarantees delivery to the Depositary of Debentures
tendered hereby, in proper form for transfer, or confirmation of book-entry
transfer of such Debentures into the Depositary's account at the Book-Entry
Transfer Facility (as defined in the Offer to Purchase), in each case together
with a properly completed and duly executed Letter of Transmittal with any
required signature guarantees and any required documents or a properly
transmitted Agent's Message, within three New York Stock Exchange trading days
after the date hereof.
<TABLE>
<S> <C>
------------------------------------------- ------------------------------------------------------
Name of Firm Title
- ------------------------------------------------------ ------------------------------------------------------
Authorized Signature Name (Please Type or Print)
- ------------------------------------------------------ Dated: ----------------------------, 1999
Address
-------------------------------------------
Area Code and Telephone Number
</TABLE>
NOTE: DO NOT SEND CERTIFICATES REPRESENTING DEBENTURES WITH THIS FORM.
CERTIFICATES FOR DEBENTURES MUST BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
<PAGE>
LETTER TO DTC PARTICIPANTS
CONSORCIO G GRUPO DINA, S.A. DE C.V.
OFFER TO PURCHASE FOR CASH
UP TO $97 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
(ISIN NO. US210306 AB 29 AND CUSIP NO. 210306 AB 2)
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
AUGUST 10, 1999, UNLESS EXTENDED (EACH SUCH TIME, AS THE SAME MAY BE EXTENDED,
AN "EXPIRATION TIME"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES PRIOR
TO THE EXPIRATION TIME IN ORDER TO RECEIVE THE PURCHASE PRICE. TENDERED
DEBENTURES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME, BUT NOT
THEREAFTER (EXCEPT UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE OFFER TO
PURCHASE).
July 13, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Consorcio G Grupo Dina, S.A. de C.V., a Mexican
corporation, (the "Company"), to act as Dealer Manager (the "Dealer Manager") in
connection with its offer to purchase for cash up to $97 million in aggregate
principal amount of its 8% Convertible Subordinated Debentures due 2004 (the
"Debentures"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 13, 1999 (as the same may be amended from time to
time, the "Offer to Purchase") and in the accompanying Letter of Transmittal
dated July 13, 1999 (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offering Materials") (such offer to purchase is referred to
herein as the "Tender Offer"). The Offering Materials more fully describe the
Tender Offer. Capitalized terms used and not defined herein have the meanings
given them in the Offer to Purchase.
The consideration for each $1,000 principal amount of Debentures tendered
and accepted for payment pursuant to the Tender Offer shall be (1) a single
price per $1,000 principal amount of Debentures, not in excess of $460 nor less
than $400 per $1,000 principal amount of Debentures (the "Purchase Price"), plus
(2) Accrued Interest. The Company will select the lowest Purchase Price that
will allow it to buy $97 million aggregate principal amount of Debentures (or
such lesser amount of Debentures as are properly tendered). All Debentures
acquired in the Tender Offer will be acquired at the Purchase Price. Debentures
properly tendered at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, subject to the terms and conditions of the
Tender Offer, including the proration provisions. All Debentures tendered and
not purchased pursuant to the Tender Offer, including Debentures tendered at
prices in excess of the Purchase Price and Debentures not purchased because of
proration, will be returned to the tendering holders at the Company's expense as
promptly as practicable following the Expiration Time.
Enclosed herewith are copies of the following documents:
1. The Offer to Purchase;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. Notice of Guaranteed Delivery to be used to accept the Tender Offer if
Debentures and all other required documents cannot be delivered to the
Depositary prior to the Expiration Time; and
4. A form of letter which may be sent to your clients for whose account you
hold Debentures in your name or in the name of a nominee, with space
provided for obtaining such clients' instructions with regard to the
Tender Offer.
DTC participants will be able to execute tenders through the DTC Automated
Tender Offer Program.
<PAGE>
PLEASE NOTE THAT THE TENDER OFFER WILL EXPIRE AT THE EXPIRATION TIME, WHICH
WILL BE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, AUGUST 10, 1999, UNLESS
EXTENDED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
IMPORTANT: THE LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
THE DEBENTURES AND ALL OTHER REQUIRED DOCUMENTS, OR AN AGENT'S MESSAGE, TOGETHER
WITH A CONFIRMATION OF BOOK-ENTRY TRANSFER OF DEBENTURES, OR THE NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
TIME WITH RESPECT TO HOLDERS WISHING TO RECEIVE THE PURCHASE PRICE.
Holders of Debentures who desire to accept the Tender Offer must tender
their Debentures prior to the Expiration Time.
CONSUMMATION OF THE TENDER OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
SATISFACTION OF THE MINIMUM TENDER CONDITION.
In order to participate in the Tender Offer, a duly executed and properly
completed Letter of Transmittal and any required signature guarantees should be
sent to the Depositary, and certificates representing the tendered Debentures
(or confirmation of book-entry transfer) should be delivered to the Depositary,
all in accordance with the instructions set forth in the Offering Materials.
Holders of Debentures whose certificates for Debentures are not immediately
available, or who cannot deliver their certificates and other required documents
to the Depositary or complete the procedures for book-entry transfer prior to
the Expiration Time may nevertheless tender their Debentures by following the
guaranteed delivery procedures specified in the section of the Offer to Purchase
captioned "The Tender Offer--Guaranteed Delivery Procedure."
The Company will pay soliciting dealer's fees of $2.00 per $1,000 principal
amount of Debentures tendered and accepted for payment in the Tender Offer from
brokers, dealers and other persons for soliciting tenders of Debentures from
their clients pursuant to the Tender Offer. You will be reimbursed for customary
clerical and mailing expenses incurred by you in forwarding the enclosed
materials to your clients.
Any questions or requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase. Requests for
additional copies of the Offer to Purchase, the Letter of Transmittal and the
other tender offer materials may be directed to the Information Agent or to
brokers, dealers, commercial banks or trust companies.
Very truly yours,
CIBC WORLD MARKETS CORP.
------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE
DEPOSITARY OR THE INFORMATION AGENT OR AUTHORIZE YOU, OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE TENDER OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER
OF TRANSMITTAL.
-2-
<PAGE>
LETTER TO BENEFICIAL HOLDERS
CONSORCIO G GRUPO DINA, S.A. DE C.V.
OFFER TO PURCHASE FOR CASH
UP TO $97 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
(ISIN NO. US210306 AB 29 AND CUSIP NO. 210306 AB 2)
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
AUGUST 10, 1999, UNLESS EXTENDED (EACH SUCH TIME, AS THE SAME MAY BE EXTENDED,
AN "EXPIRATION TIME"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES PRIOR
TO THE EXPIRATION TIME IN ORDER TO RECEIVE THE PURCHASE PRICE. TENDERED
DEBENTURES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME, BUT NOT
THEREAFTER (EXCEPT UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE OFFER TO
PURCHASE).
July 13, 1999
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated July 13, 1999
(as the same may be amended from time to time, the "Offer to Purchase") and the
accompanying Letter of Transmittal dated July 13, 1999 (the "Letter of
Transmittal" and, together with the Offer to Purchase, the "Offering Materials")
relating to the offer by Consorcio G Grupo Dina, S.A. de C.V., a Mexican
corporation (the "Company"), to purchase for cash up to $97 million in aggregate
principal amount of its 8% Convertible Subordinated Debentures due 2004 (the
"Debentures"), upon the terms and subject to the conditions set forth in the
Offering Materials (such offer to purchase is referred to herein as the "Tender
Offer"). The Offering Materials more fully describe the Tender Offer.
Capitalized terms used and not defined herein have the meanings given them in
the Offer to Purchase.
The Tender Offer is the second step of an overall plan to restructure
substantially all of the indebtedness of Grupo Dina and its subsidiaries. See
"Description of the Transactions" in the Offer to Purchase.
The consideration for each $1,000 principal amount of Debentures tendered
and accepted for payment pursuant to the Tender Offer shall be (1) a single
price per $1,000 principal amount of Debentures, not in excess of $460 nor less
than $400 per $1,000 principal amount of Debentures (the "Purchase Price"), plus
(2) Accrued Interest. The Company will select the lowest Purchase Price that
will allow it to buy $97 million aggregate principal amount of Debentures (or
such lesser amount of Debentures as are properly tendered). All Debentures
acquired in the Tender Offer will be acquired at the Purchase Price. Debentures
properly tendered at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, subject to the terms and conditions of the
Tender Offer, including the proration provisions. All Debentures tendered and
not purchased pursuant to the Tender Offer, including Debentures tendered at
prices in excess of the Purchase Price and Debentures not purchased because of
proration, will be returned to the tendering holders at the Company's expense as
promptly as practicable following the Expiration Time.
We are the Holder of Debentures held for your account. A tender of such
Debentures can be made only by us as the Holder pursuant to your instructions.
THE ENCLOSED SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER DEBENTURES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of the
Debentures held by us for your account, pursuant to the terms and subject to the
conditions set forth in the Offer to Purchase.
1
<PAGE>
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender your Debentures on your behalf in accordance with the
provisions of the Tender Offer. THE DEADLINE FOR HOLDERS TO QUALIFY TO RECEIVE
THE PURCHASE PRICE IS THE EXPIRATION TIME, WHICH WILL BE AT 5:00 P.M., NEW YORK
CITY TIME, ON TUESDAY, AUGUST 10, 1999, UNLESS EXTENDED OR EARLIER TERMINATED.
DEBENTURES PROPERLY TENDERED MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION TIME BUT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS SET FORTH IN THE
OFFER TO PURCHASE, NOT THEREAFTER.
We urge you to read carefully the enclosed Letter of Transmittal in
conjunction with the Offer to Purchase before instructing us to tender your
Debentures.
Your attention is directed to the following:
1. Debentures may be tendered at prices not in excess of $460 nor less
than $400 per $1,000 principal amount of Debentures as indicated in the
attached instruction form.
2. Subject to the terms and conditions of the Tender Offer, payment
will be made for Debentures accepted for payment in immediately available
(same-day) funds promptly after the Acceptance Date (the "Settlement Date").
The "Acceptance Date" is the date on which the Company accepts the
Debentures for purchase and payment.
3. The Tender Offer will expire at the Expiration Time, which will be
at 5:00 p.m., New York City time, on Tuesday, August 10, 1999, unless
extended.
4. Holders of Debentures who desire to accept the Tender Offer must
tender their Debentures prior to the Expiration Time.
5. The obligation of the Company to accept for purchase Debentures
properly tendered and not withdrawn pursuant to the Tender Offer is subject
to certain conditions, including, among other things, satisfaction of the
Minimum Tender Condition. Consummation of the Tender Offer is also subject
to certain other conditions. See "The Tender Offer--Conditions of the Tender
Offer" in the Offer to Purchase.
6. Tenders of Debentures may be withdrawn prior to the Expiration Time,
but not thereafter, subject to certain limited circumstances described in
the Offer to Purchase.
7. Any transfer taxes will be borne by the Company except as otherwise
provided in Instruction 7 of the Letter of Transmittal.
If you wish to tender any or all of the Debentures held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form attached hereto. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Debentures,
all such Debentures will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Time. THE ENCLOSED
SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER DEBENTURES HELD BY US FOR YOUR ACCOUNT.
The Company is not aware of any jurisdiction in which the making of the
Tender Offer or the tender of Debentures in connection therewith would not be in
compliance with the laws of such jurisdiction. If the Company becomes aware of
any jurisdiction in which the making of the Tender Offer would not be in
compliance with such laws, the Company will make a good faith effort to comply
with any such laws or seek to have such laws declared inapplicable to the Tender
Offer. If, after such good faith effort, the Company cannot comply with any such
laws, the Tender Offer will not be made to (nor will tenders be accepted from or
on behalf of) holder(s) residing in such jurisdiction.
IMPORTANT: THE LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
THE DEBENTURES AND ALL OTHER REQUIRED DOCUMENTS, OR AN AGENT'S MESSAGE, TOGETHER
WITH A CONFIRMATION OF BOOK-ENTRY TRANSFER OF DEBENTURES, OR THE NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
TIME WITH RESPECT TO HOLDERS WISHING TO RECEIVE THE PURCHASE PRICE.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
BY
CONSORCIO G GRUPO DINA, S.A. DE C.V.
FOR
UP TO $97 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
(ISIN NO. US210306 AB 29 AND CUSIP NO. 210306 AB 2)
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase of Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation, dated
July 13, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal
dated July 13, 1999 (the "Letter of Transmittal"), relating to its outstanding
debt securities listed above (collectively, the "Debentures" and individually, a
"Debenture").
This will instruct you to tender the number of Debentures indicated below
held by you for the account of the undersigned, on the terms and subject to the
conditions in such Offer to Purchase and Letter of Transmittal.
PRICE (IN DOLLARS) PER $1,000 PRINCIPAL AMOUNT OF
DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED
(SEE INSTRUCTION 3)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF DEBENTURES. (Holders who desire to tender
Debentures at more than one price must complete a separate Letter of Transmittal
for each price at which Debentures are tendered.)
<TABLE>
<S> <C> <C>
/ / $400 / / $430 / / $460
/ / $410 / / $440
/ / $420 / / $450
</TABLE>
Debentures which are to be tendered.
PRINCIPAL AMOUNT*
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
* IF THE UNDERSIGNED DOES NOT FILL IN THE BLANK, OR UNLESS OTHERWISE INDICATED,
THE EXECUTION AND DELIVERY OF THESE INSTRUCTIONS CONSTITUTE THE UNDERSIGNED'S
INSTRUCTION TO YOU TO TENDER THE ENTIRE PRINCIPAL AMOUNT OF DEBENTURES HELD BY
YOU FOR THE ACCOUNT OF THE UNDERSIGNED.
SIGN HERE
________________________________________________________________________________
SIGNATURE(S)
SIGN HERE
________________________________________________________________________________
SIGNATURE(S)
________________________________________________________________________________
NAME(S) (PLEASE TYPE OR PRINT)
________________________________________________________________________________
ADDRESS
________________________________________________________________________________
ZIP CODE
________________________________________________________________________________
AREA CODE AND TELEPHONE NO.
DATED:
------------------------------------------, 1999
3
<PAGE>
Exhibit 99(a)(6)
Consorcio G Grupo Dina, S.A. de C.V. Announces
Cash Tender Offer With Respect to its
Convertible Subordinated Debentures due 2004
JULY 13, 1999. Consorcio G Grupo Dina, S.A. de C.V. (NYSE: DIN)
announced today that it is commencing a tender offer for up to $97,000,000
aggregate principal amount of its outstanding Convertible Subordinated
Debentures due 2004 (the "Debentures").
As described in more detail in the Offer to Purchase dated as of July
13, 1999, the consideration for the Debentures tendered and accepted for
payment will be (a) an amount no more than $460 and no less than $400 per
$1,000 of Debentures, plus (b) accrued interest through the settlement date.
The tender offer will terminate at 5:00 p.m. New York City time on Tuesday,
August 10, 1999, unless extended.
The tender offer is the second step of an overall plan to restructure
substantially all of the indebtedness of Grupo Dina and its subsidiaries,
other than the Debentures, through a series of related transactions, which
included Grupo Dina becoming a 39% minority stockholder of its MCII Holdings
(USA), Inc. subsidiary, all as more fully described in the Offer to Purchase.
The tender offer is conditioned upon, among other things, the
satisfaction of a minimum tender condition, as described in more detail in
the Offer to Purchase.
For additional information, please contact any of: Walter McLallen or
Brian Perman at CIBC World Markets Corp. (at 800-274-2746), the Dealer
Manager for the tender offer, or Thomas Long at D.F. King & Co., Inc., the
Information Agent, (at 800-549-6650).
