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CUSIP No. 250837 10 1 Page 1 of 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Detroit Diesel Corporation
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
250837 10 1
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 or the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 250837 10 1 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger S. Penske
SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 77,500
OWNED BY EACH
REPORTING
PERSON WITH
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6 SHARED VOTING POWER
11,244,000
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7 SOLE DISPOSITIVE POWER
77,500
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8 SHARED DISPOSITIVE POWER
11,244,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,321,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
45.8%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 250837 10 1 Page 3 of 6
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(c)
ITEM 1.
a) NAME OF ISSUER:
Detroit Diesel Corporation
b) ADDRESS OF ISSUER'S PRINCIPAL OFFICE:
13400 Outer Drive West
Detroit, MI 48239-4001
ITEM 2.
a) NAME OF PERSON FILING:
The name of the person filing this statement is Roger
S. Penske, a United States citizen.
With respect to 11,240,000 shares, Roger S. Penske
may be deemed to share voting and dispositive power with DDC Holdings, Inc., a
Delaware corporation, and Penske Corporation, a Delaware corporation, which have
filed a Schedule 13G dated as of the date hereof; however, Mr. Penske disclaims
beneficial ownership of such stock. The relationship between Roger S. Penske and
such entities is described below:
DDC Holdings, Inc., a Delaware Corporation, is the
wholly-owned subsidiary of Penske Transportation Holdings Corp. and is the
record holder of the 11,240,000 shares of the common stock, par value $.01 per
share, of Detroit Diesel Corporation that are the subject of this filing.
Penske Transportation Holdings Corp., a Delaware
Corporation, owns directly all of the stock of DDC Holdings, Inc.
Penske Corporation, a Delaware corporation, owns all
of the stock of Penske Transportation Holdings Corp.
Penske Transportation, Inc., the former parent
company of Penske Transportation Holdings Corp., was merged with and into Penske
Corporation on March 20, 1996. Penske Holdings Corporation, formerly the holder
of 80.05% of the shares of Common Stock of Penske Transportation, Inc., was
merged with and into Penske Corporation on March 18, 1996.
Roger S. Penske, a United States citizen, owns
beneficially and controls approximately 55% of the stock of Penske Corporation.
He also owns 77,500 additional shares of the Common Stock of Detroit Diesel
Corporation (50,000 of which represent options to purchase the Common Stock of
Detroit Diesel Corporation exercisable as of February 28, 1997), and owns
beneficially 4,000 additional shares of the Common Stock of Detroit Diesel
Corporation, which are reported on this Schedule 13G.
The record holders of the 4,000 shares referenced
above are relatives of Roger S. Penske, which Roger S. Penske may be deemed
beneficially to own; however, Mr. Penske disclaims beneficial ownership of
1,000 shares of such stock.
b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal office of Penske
Corporation and Roger S. Penske is:
13400 Outer Drive West
Detroit, MI 48239-4001
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CUSIP No. 250837 10 1 Page 4 of 6
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The address of the principal office of DDC Holdings,
Inc. and Penske Holdings Corp. is:
1105 North Market Street, Suite 1300
Wilmington, DE 19801
c) CITIZENSHIP:
All of the persons listed in item 2 (a), above, are
Delaware corporations. Roger S. Penske is a United States citizen.
d) TITLE OF CLASS OF SECURITIES:
Common Stock
e) CUSIP NUMBER:
250837 10 1
ITEM 3.
Not applicable.
ITEM 4. OWNERSHIP
a) AMOUNT BENEFICIALLY OWNED:
11,321,500 shares
b) PERCENT OF CLASS:
45.8%
c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
77,500
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
11,244,000
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
77,500
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
11,244,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
See response to Item No. 2 for persons who may be deemed to
have the right to receive or the power to direct, the receipt of dividends from,
or the proceeds from the sale of 11,240,000 shares of such securities (and such
interest relates to more than five percent of such class)
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
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CUSIP No. 250837 10 1 Page 5 of 6
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Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10. CERTIFICATION:
Not applicable
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CUSIP No. 250837 10 1 Page 6 of 6
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.
/s/ ROGER S. PENSKE
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Signature
Name: Roger S. Penske
February 13, 1997
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Date
