SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SILICONIX INCORPORATED
----------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
827079 10 4
--------------
(CUSIP Number)
Mr. Timotheus R. Pohl Mr. Frank D. Maier
Daimler-Benz Technology TEMIC TELEFUNKEN
Corporation microelectronic GmbH
375 Park Avenue Theresienstrasse 2
Suite 3001 74072 Heilbronn
New York, New York 10152 Federal Republic of Germany
(212) 909-9700 011-49-7131-67-0
with a copy to:
J. Michael Schell
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Person
-------------------------------------------------
Authorized to Receive Notices and Communications)
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Statement because of Rule 13d-1(b)(3)
or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
SCHEDULE 13D
CUSIP NO. 827079 10 4 (COMMON STOCK)
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DAIMLER-BENZ TECHNOLOGY CORPORATION
(I.R.S. Identification No.: 13-3475574
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)(X)
(b)( )
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF, OO See Item 3.
- -----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
( )
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- -----------------------------------------------------------------------------
(7) SOLE VOTING POWER
8,010,000
-----------------------------------------
(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON -----------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
8,010,000
-----------------------------------------
(10) SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,010,000
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.4%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 827079 10 4 (COMMON STOCK)
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TEMIC TELEFUNKEN MICROELECTRONIC GMBH
(No S.S. or I.R.S. Identification No.)
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)(X)
(b)( )
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
( )
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
- -----------------------------------------------------------------------------
(7) SOLE VOTING POWER
-0-
------------------------------------------
(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY -0-
OWNED BY EACH REPORTING PERSON ------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
-0-
------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 6 amends and restates the
Statement on Schedule 13D (the "Schedule 13D") of AEG
Capital Corporation, a New York corporation, and
TELEFUNKEN electronic GmbH, a limited liability company
incorporated under the laws of the Federal Republic of
Germany, filed with the Commission on November 14, 1988,
as amended by Amendment No. 1 to the Schedule 13D filed
with the Commission on January 6, 1989, as amended by
Amendment No. 2 to the Schedule 13D filed with the
Commission on March 30, 1990, as amended by Amendment No.
3 to the Schedule 13D filed with the Commission on May
15, 1990, as amended by Amendment No. 4 to the Schedule
13D filed with the Commission on July 24, 1990, as
amended by Amendment No. 5 to the Schedule 13D filed with
the Commission on January 4, 1991, relating to the common
stock, par value $0.01 per share, of Siliconix
incorporated, a Delaware corporation. In connection with
this Amendment No. 6, which is the first amendment to the
Schedule 13D to be filed in electronic format, the
Schedule 13D as amended by Amendments No. 1 through 6 is
being restated in its entirety as required by Rule 101
(a)(2)(ii) of Regulation S-T promulgated under the
federal securities laws.
Item 1. Security and Issuer.
This statement relates to the common stock, par
value $0.01 per share (the "Company Common Stock"), of
Siliconix incorporated, a Delaware corporation (the
"Company"), which has its principal executive offices at
2201 Laurelwood Road, Santa Clara, California 95054.
Item 2. Identity and Background.
(a)-(f) The names of the persons filing this
Statement are Daimler-Benz Technology Corporation,
formerly known as AEG Capital Corporation, a New York
corporation ("DBTC"), and TEMIC Telefunken
microelectronic GmbH, formerly known as TELEFUNKEN
electronic GmbH, a limited liability company incorporated
under the laws of the Federal Republic of Germany
("TEMIC").
All of the outstanding common stock of DBTC is
owned by Daimler-Benz North America Corporation, formerly
known as Daimler-Benz North America Holding Company,
Inc., a Delaware corporation ("DBNA"). Daimler-Benz
Aktiengesellschaft, a stock corporation organized under
the laws of the Federal Republic of Germany ("DB"),
beneficially owns 100% of the common stock of DBNA
(collectively with DBTC, TEMIC and DB, the "DB
Companies").
(b) The address of the principal offices of
DBTC is 375 Park Ave., Suite 3001, New York, New York
10152. The address of the principal offices of TEMIC is
Theresienstrasse 2, 74072 Heilbronn, Federal Republic of
Germany. The address of the principal offices of DBNA is
375 Park Ave., Suite 3001, New York, New York 10152. The
address of the principal offices of DB is Epplestrasse
225, 70567 Stuttgart, Federal Republic of Germany.
(c) DBTC served as a holding company for the
United States operations of AEG Aktiengesellschaft
("AEG"). It held interests in various corporations and
entities which operated in the United States and were
affiliated with AEG. As of the date of this Amendment
No. 6, DBTC holds only the interests described in Item 5
hereof.
TEMIC, directly or through subsidiaries or
affiliates, including the Company, designs and
manufactures a range of automotive and industrial
electronic products. It conducts DB's microelectronics
operations, including certain operations formerly
conducted by AEG.
DBNA serves as a holding company for the North
American operations of DB. It owns or holds interests in
various corporations and other entities which operate in
North America and are affiliated with DB.
DB is a public company which, directly or
through subsidiaries and affiliates, conducts worldwide
operations in the manufacture of automobiles, trucks and
buses, and in aerospace, services (in particular
financial and IT services), rail systems, microelectronics
and diesel engines.
(a)-(c), (f) The name, business address,
present principal occupation or employment, the name,
principal business and address of any corporation or
other organization in which such employment is conducted
and the citizenship of each executive officer and
director of the DB Companies are set forth in Schedule I
hereto.
(d)-(e) During the last five years, none of the
DB Companies nor, to the best of their knowledge, their
respective executive officers, directors or controlling
persons, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors)
or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds
or Other Consideration.
On December 21, 1990, pursuant to a Plan of
Reorganization confirmed by the United States Bankruptcy
Court for the Northern District of California (the
"Plan"), DBTC acquired 8,010,000 new shares of Company
Common Stock (80.1% of the Company's common equity) in
exchange for (i) payment to the Company of $13 million in
cash, (ii) surrender to the Company and cancellation of
the Company's $2 million secured note payable to a DB
affiliate, (iii) surrender and cancellation of 5,198,136
shares of Company Common Stock (38.2% of the Company's
common equity) owned by DBTC prior to the effective date
of the Plan, and (iv) the guaranty by a DB affiliate of
(a) up to $14,480,000 in aggregate principal amount of
the Company's Guaranteed Floating rate subordinated Notes
due 2008, (b) $14,207,759 aggregate principal amount of
the Company's promissory notes, (c) approximately
$6,500,000 of payment obligations payable in the
aggregate to certain trade creditors of the Company and
(d) up to $546,000 in reimbursement obligations of the
Company under certain letters of credit. All of the
funds used in connection with the cash payments by DBTC
pursuant to the Plan were provided by a DB affiliate
through DBTC, and the DB affiliate obtained such funds
from existing working capital.
Item 4. Purpose of Transaction.
DBTC participated in the Plan in order (i) to
acquire a controlling equity investment in the Company,
(ii) to provide the Company with sufficient funds to
effect its reorganization, and (iii) to generate an
opportunity for DB and its affiliates to pursue
cooperative activities with the Company in the field of
semiconductors.
In the context of reviewing the commercial
activities of the Daimler-Benz group and focusing
particularly on transportation, traffic and services, the
DB Companies are reviewing strategic alternatives for
their microelectronic activities concentrated in TEMIC
and certain other affiliates of the DB Companies,
including the Company, in an effort to improve further
the operations, financial performance and prospects of
these activities. In pursuing these strategic
alternatives the DB Companies have engaged, and expect to
continue engaging, in discussions with third parties with
a view towards finding a possible purchaser for the
microelectronics business or segments thereof. Depending
upon the outcome of such discussions, the DB Companies
may increase or decrease (through privately negotiated or
business combination transactions or otherwise) their
current equity ownership position in the Company. There
is no assurance that any agreement or transaction will
result from these discussions.
Except as set forth in this Item 4 and in Item
6 hereof, none of the DB Companies nor, to the best of
their knowledge, any of their respective executive
officers, directors or controlling persons, has any plans
or proposals which relate to or which would result in any
of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
a) As of the date hereof DBTC owns 8,010,000
shares of Company Common Stock, constituting 80.4% of the
shares of Company Common Stock outstanding based on
information contained in the Company's most recent proxy
statement which is incorporated by reference in the
Company's most recently available filing on Form 10-K
with the Commission.
Mr. Frank D. Maier, chief executive officer of
TEMIC and a director of the Company, owns 1,479 shares of
Company Common Stock, constituting less than 1% of the
shares of Company Common Stock outstanding based on
information contained in the Company's most recent proxy
statement which is incorporated by reference in the
Company's most recently available filing on Form 10-K
with the Commission.
Except as set forth in this Item 5(a), none of
the DB Companies nor, to the best of their knowledge, any
of their respective executive officers, directors or
controlling persons, owns any shares of Company Common
Stock.
(b) DBTC has sole voting and dispositive power
with respect to the 8,010,000 shares of Company Common
Stock owned by it.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
The Purchase Agreement, dated as of October 31,
1988, among the Company, DBTC and TEMIC, pursuant to
which DBTC made its original equity investment in the
Company, provides that at each annual meeting of
shareholders of the Company commencing with the 1989
annual meeting (i) the number of directors of the Company
will be fixed at six, (ii) two directors will be
nominated by TEMIC, (iii) two directors will be nominated
by the Company and (iv) two directors will be independent
directors.
Except as set forth or incorporated by
reference in this Item 6, none of the DB Companies nor,
to the best of their knowledge, any of their respective
executive officers, directors or controlling persons, has
any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with
respect to any securities of the Company, including, but
not limited to, those enumerated in Item 6 of Schedule
13D.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Purchase Agreement, dated as of October
31, 1988, among AEG Capital Corporation,
TELEFUNKEN electronic GmbH and the
Company. (Filed with the Schedule 13D on
November 14, 1988.)
Exhibit 2 -- Agreement for the Sale of Stock of
Siliconix incorporated, dated as of
November 2, 1988, between AEG Capital
Corporation and Westinghouse. (Filed with
the Schedule 13D on November 14, 1988.)
Exhibit 3 -- Joint Filing Agreement between AEG Capital
Corporation and TELEFUNKEN electronic
GmbH. (Filed with the Schedule 13D on
November 14, 1988.)
Exhibit 4 -- Form of Press Release issued by AEG
Aktiengesellschaft on January 3, 1989.
(Filed with Amendment No. 1 to the
Schedule 13D on January 6, 1989.)
Exhibit 5 -- Resolutions electing Frank Maier a
director and approving the Management
Protocol, adopted December 27, 1988 by the
Board of Directors of the Company. (Filed
with Amendment No. 1 to the Schedule 13D
on January 6, 1989.)
Exhibit 6 -- Security Agreement dated March 23, 1990
between the Company and AEG
Aktiengesellschaft. (Filed with Amendment
No. 2 to the Schedule 13D on March 30,
1990.)
Exhibit 7 -- Promissory Note dated March 23, 1990 in
the original principal amount of
$2,000,000 from the Company to AEG
Aktiengesellschaft. (Filed with Amendment
No. 2 to the Schedule 13D on March 30,
1990.)
Exhibit 8 -- Joint Fifth Amended Plan of
Reorganization. (Filed with Amendment No.
5 to the Schedule 13D on January 4, 1991.)
SIGNATURE
After reasonable 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.
Dated: December 8, 1997
DAIMLER-BENZ TECHNOLOGY CORPORATION
By: /s/ Timotheus Pohl
----------------------------------
Name: Timotheus Pohl
Title: President
By: /s/ Michael J. Flood
----------------------------------
Name: Michael J. Flood
Title: Vice-President, Taxation
TEMIC TELEFUNKEN MICROELECTRONIC GMBH
By: /s/ Frank Dieter Maier
----------------------------------
Name: Frank Dieter Maier
Title: President & CEO
By: /s/ Dr. Michael Muhlbayer
----------------------------------
Name: Dr. Michael Muhlbayer
Title: Executive VP & CFO
Exhibit Index
Exhibit 1 -- Purchase Agreement, dated as of October 31,
1988, among AEG Capital Corporation,
TELEFUNKEN electronic GmbH and the Company.
(Filed with the Schedule 13D on November
14, 1988.)
Exhibit 2 -- Agreement for the Sale of Stock of
Siliconix incorporated, dated as of
November 2, 1988, between AEG Capital
Corporation and Westinghouse. (Filed with
the Schedule 13D on November 14, 1988.)
Exhibit 3 -- Joint Filing Agreement between AEG Capital
Corporation and TELEFUNKEN electronic GmbH.
(Filed with the Schedule 13D on November
14, 1988.)
Exhibit 4 -- Form of Press Release issued by AEG
Aktiengesellschaft on January 3, 1989.
(Filed with Amendment No. 1 to the Schedule
13D on January 6, 1989.)
Exhibit 5 -- Resolutions electing Frank Maier a director
and approving the Management Protocol,
adopted December 27, 1988 by the Board of
Directors of the Company. (Filed with
Amendment No. 1 to the Schedule 13D on
January 6, 1989.)
Exhibit 6 -- Security Agreement dated March 23, 1990
between the Company and AEG
Aktiengesellschaft. (Filed with Amendment
No. 2 to the Schedule 13D on March 30,
1990.)
Exhibit 7 -- Promissory Note dated March 23, 1990 in the
original principal amount of $2,000,000
from the Company to AEG Aktiengesellschaft.
(Filed with Amendment No. 2 to the Schedule
13D on March 30, 1990.)
Exhibit 8 -- Joint Fifth Amended Plan of Reorganization.
(Filed with Amendment No. 5 to the Schedule
13D on January 4, 1991.)
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF DBTC, TEMIC, DBNA AND DB
1. DIRECTORS AND EXECUTIVE OFFICERS OF DBTC.
The following table sets forth the name and present
principal occupation or employment of each director and
executive officer of DBTC. Except for Mr. Pohl who is a
citizen of the Federal Republic of Germany, each
individual is a citizen of the United States. Unless
otherwise indicated, the business address of each
individual is Daimler-Benz Technology Corporation, 375
Park Avenue, Suite 3001, New York, NY 10152.
Present Principal
Occupation or
Name Office Employment
----------------- --------- ---------------------
Timotheus R. Pohl Director, President and
President Chief Executive
Officer,
Daimler-Benz North
America Corporation
Harvey S. Traison Director, Vice President,
Treasurer, Treasurer,
Secretary Daimler-Benz North
America Corporation
Michael J. Flood Vice President Vice President,
Taxation,
Daimler-Benz North
America Corporation
Robert W. Karcher Vice President Controller,
Daimler-Benz North
America Corporation
2. DIRECTORS AND EXECUTIVE OFFICERS OF TEMIC.
The following table sets forth the name and present
principal occupation or employment of each director and
executive officer of TEMIC. Unless otherwise indicated,
each such person is a citizen of the Federal Republic of
Germany and the business address of each such person is
Theresienstrasse 2, 74072 Heilbronn, Federal Republic of
Germany. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to employment
with TEMIC.
SUPERVISORY BOARD
Present Principal
Name and Occupation or
Business Address Office Employment
---------------- ------ -------------------
Dr. Eckhard Cordes Chairman Member of the Board of
Daimler-Benz AG Management, Daimler-Benz
Epplestrasse 225 AG
70567 Stuttgart
Germany
Hans-Juergen Maute Deputy Chairman Representative of
Senior Managers of TEMIC
Peter Conze Member Chairman of the Corporate
Labor Council, TEMIC
Group
Cordula Feibig Member Employee at Heilbronn
Plant
of TEMIC
Cvetka Ivanovic Member Member of the Labor
Council, Heilbronn Plant
Dr. Rolf A. Hanssen Member Chairman of the Board of
MTU Motoren- und Managing Directors,
Turbinen- Union MTU Motoren- und
Friedrichshafen Turbinen-
GmbH Union Friedrichshafen
88040 Friedrichshafen GmbH
Germany
Helmut Petri Member Executive Vice President,
Daimler-Benz AG Passenger Car
Epplestrasse 225 Development,
70567 Stuttgart Daimler-Benz AG
Germany
Dr. Hubert v.d. Ropp Member Member of the Labor
Council, Heilbronn Plant;
representative of German
Office Workers' Union
Guenther Schad Member Consultant
Am Friedhag 12
88316 Isny
Germany
Gabriela Schmid Member Member of the Labor
TEMIC TELEFUNKEN Council, Kirchheim Plant
microelectronic
GmbH
Wolf-Hirth-Strasse 7
73230 Kirchheim/Teck
Germany
Dr. Wolfgang Scholz Member Attorney at Law
Mainzer Landstrasse 46
60325 Frankfurt/Main
Germany
Frank Stroh Member First Representative,
IG Metall Metalworkers' Union,
Salinenstrasse 9 Neckarsulm
74172 Neckarsulm
Manuela Stump Member Non-active member of
Spitzwegstrasse 1 Labor Council, Ingolstadt
85098 Grossmehring Plant
Germany
Prof. Dr. Hartmut Member Faculty member,
Weule Universitaet (TH)
Lehrstuhl und Karlsruhe
Institut fuer
Werkzeugmaschinen und
Betriebstechnik
Universitaet (TH)
Karlsruhe
Postfach 6980
76128 Karlsruhe
Germany
Gerd Worieschek Member Member of the Board of
Deutsche Babcock AG Management, Deutsche
Duisburger Strasse 375 Babcock AG
46049 Oberhausen
Germany
Dr. Dieter Zetsche Member Member of the Board of
Daimler-Benz AG Management, Daimler-Benz
Epplestrasse 225 AG
70567 Stuttgart
Germany
BOARD OF MANAGING DIRECTORS
The names of the members of the Board of
Managing Directors of TEMIC, whose principal occupations
are serving as such members, are:
Frank Dieter Maier
(Chairman of the Board of Managing Directors)
Dr. Michael Muehlbayer
Dieter Schulze
Hans-Ulrich Staiger
3. DIRECTORS AND EXECUTIVE OFFICERS OF DBNA.
The following table sets forth the name and present
principal occupation or employment of each director and
executive officer of DBNA. Messrs. Gentz, Pohl, Reinert
and Wick are citizens of the Federal Republic of Germany
and Messrs. Traison, Flood and Karcher are citizens of the
United States. Unless otherwise indicated, the business
address of each individual is Daimler-Benz North America
Corporation, 375 Park Avenue, Suite 3001, New York, New
York 10152 and each occupation set forth opposite an
individual's name refers to employment with DBNA.
Present Principal
Name and Occupation or
Business Address Office Employment
---------------- ------ -----------------
Dr. Manfred Gentz Chairman of the Member of the Board of
Daimler-Benz AG Board Management, Daimler-Benz
Epplestrasse 225 AG
70567 Stuttgart
Timotheus R. Pohl Director, President and Chief
President and Executive Officer
Chief Executive
Officer
Karl S. Reinert Director Senior Vice President,
Daimler-Benz AG Risk Management, Daimler-
Epplestrasse 225 Benz AG
70567 Stuttgart
Harvey S. Traison Director, Vice President and
Vice President, Treasurer
Treasurer
Dr. Paul Wick Director Senior Vice President,
Daimler-Benz AG Finance and Taxation,
Epplestrasse 225 Daimler-Benz AG
70567 Stuttgart
Michael J. Flood Vice President, Vice President, Taxation
Taxation
Robert W. Karcher Controller Controller
4. DIRECTORS AND EXECUTIVE OFFICERS OF DB. The
following table sets forth the name, business address and
present principal occupation or employment of each member
of the Supervisory Board and Board of Management of DB.
Unless otherwise indicated, each such person is a citizen
of the Federal Republic of Germany and the business
address of each such person is Daimler-Benz AG,
Epplestrasse 225, 70567 Stuttgart, Federal Republic of
Germany. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to employment
with DB.
SUPERVISORY BOARD
Present Principal
Name and Occupation or
Business Address Office Employment
---------------- ------ -----------------
Hilmar Kopper Chairman Member of the Board of
Deutsche Bank AG Managing Directors,
Taunusanlage 12 Deutsche Bank AG
60325
Frankfurt/Main
Germany
Karl Feuerstein Deputy Chairman of the Corporate
Chairman Labor Council, Daimler-
Benz Group
Willi Boehm Member Member of the Labor
Council, Woerth Plant
Dr. h.c. Birgit Member General Commissioner of
Breuel EXPO 2000
Leipziger Strasse
5-7
10117 Berlin
Germany
Prof. Hubert Curien Member Former Minister of
24, Rue des Fosses Research and Technology of
Saint-Jacques the Republic of France
F-75005 Paris
France
Citizen of France
Dr. jur. Michael Member Member of the Board of
Endres Managing Directors,
Deutsche Bank AG Deutsche Bank AG
Taunusanlage 12
60325
Frankfurt/Main
Germany
Manfred Goebels Member Vice President and
Chairman of the Senior
Managers' Committee,
Daimler-Benz Group
Ulrich Hartmann Member Chairman of the Board of
VEBA AG Management and CEO of VEBA
Bennigsenplatz 1 AG
40474 Duesseldorf
Germany
Erich Klemm Member Chairman of the Labor
Council, Sindelfingen
Plant
Martin Kohlhaussen Member Chairman of the Board of
Commerzbank AG Managing Directors,
Neue Mainzer Commerzbank AG
Strasse 32-36
60261
Frankfurt/Main
Germany
Rudolf Kuda Member Departmental Manager,
IG Metall Office of the Board of
Vorstandsverwaltung Management,
Wilhelm-Leuschner- Metalworkers' Union
Strasse 79-85
60329 Franfurt/Main
Germany
Helmut Lense Member Chairman of the Labor
Council, Untertuerkheim
Plant
Walter Riester Member Second Chairman,
IG Metall Metalworkers' Union
Lyoner Strasse 32
60528
Frankfurt/Main
Germany
Juergen Sarrazin Member Chairman of the Board of
Dresdner Bank AG Managing Directors,
Juergen-Ponto-Platz 1 Dresdner Bank AG
60329
Frankfurt/Main
Germany
Dr. jur. Roland Member Attorney at Law
Schelling
Koenigstrasse 84
70173 Stuttgart
Germany
Herbert Schiller Member Chairman of the Corporate
Labor Council, Daimler-
Benz InterServices (debis) AG
Dr. rer. pol. Member Chairman of the Board of
Manfred Schneider Management, Bayer AG
Bayer AG
Friedrich-Bayer-
Strasse
57373 Leverkusen
Germany
Peter Schoenfelder Member Member of the Labor
Postfach 10 21 04 Council, Daimler-Benz
86136 Augsburg Aerospace AG
Germany
Prof. Dr. jur. Member Attorney at Law
Johannes
Semler
Parkstrasse 14
61476 Kronberg/Ts.
Germany
Bernhard Wurl Member Department Manager, Office
IG Metall of the Board of
Vorstandsverwaltung Management, Metalworkers'
Wilhelm-Leuschner- Union
Strasse 79-85
60519
Frankfurt/Main
Germany
BOARD OF MANAGEMENT
The names of the members of the Board of
Management of DB, whose principal occupations are serving
as such members, are:
Juergen E. Schrempp
(Chairman of the Board of Management)
Dr. rer. pol. Manfred Bischoff
Dr. rer. pol. Eckhard Cordes
Dr. jur. Manfred Gentz
Juergen Hubbert
Dr. phil. Kurt J. Lauk
Dr. jur. Klaus Mangold
Heiner Tropitzsch
Klaus-Dieter Voehringer
Dr.-Ing. Dieter Zetsche
