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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
(AMENDMENT NO. 4)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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DETROIT DIESEL CORPORATION
(Name of Subject Company)
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DETROIT DIESEL CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
250837101
(CUSIP Number of Class of Securities)
JOHN F. FARMER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
DETROIT DIESEL CORPORATION
13400 OUTER DRIVE, WEST
DETROIT, MICHIGAN 48239-4001
TELEPHONE: (313) 592-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 4 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S.
Securities and Exchange Commission (the "SEC") on July 31, 2000 (as previously
amended by Amendment Nos. 1, 2 and 3 filed with the SEC on August 10, 2000,
September 5, 2000, and September 20, 2000, respectively) related to the tender
offer by Diesel Project Development, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of DaimlerChrysler North America
Holding Corporation, a Delaware corporation ("DCNA") and a wholly owned
subsidiary of DaimlerChrysler AG, a German Aktiengesellschaft ("DaimlerChrysler
AG"), to purchase all of the outstanding shares of Common Stock, par value $0.01
per share (the "Shares"), of Detroit Diesel Corporation, a Delaware corporation
("Detroit Diesel"), at $23.00 per share, net to the seller in cash (less any
required withholding taxes), without interest, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated July 31, 2000,
as amended by Amendment Nos. 1 through 5 to Schedule TO filed with the SEC on
August 10, 2000, August 21, 2000, August 28, 2000, September 12, 2000 and
September 26, 2000, respectively, and in the related Letter of Transmittal.
The purpose of this Amendment is to reflect DCNA's extension of the
expiration date of the tender offer, as reflected in Amendment No. 5 to the
Schedule TO filed with the SEC by DCNA on September 26, 2000, which is
incorporated herein by reference in its entirety.
ITEM 8. ADDITIONAL INFORMATION.
Pursuant to Amendment No. 5 to the Schedule TO filed with the SEC by
DaimlerChrysler AG on September 26, 2000, Item 8 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following at the end thereof:
On September 26, 2000, DCNA announced that it extended the
Offer to 1:00 p.m., New York City time, on Monday, October 9, 2000. A copy
of the press release containing such announcement is filed as Exhibit
(a)(11) to the Schedule TO and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is further amended by amending and restating footnote * appearing under
the exhibit table of the Schedule 14D-9 as follows:
* Incorporated by reference to the Schedule TO filed by DCNA and the
Purchaser on July 28, 2000, as amended by Amendment No. 1 to Schedule
TO filed by DCNA and the Purchaser on August 10, 2000, Amendment No. 2
to Schedule TO filed by DCNA and the Purchaser on August 21, 2000,
Amendment No. 3 to Schedule TO filed by DCNA and the Purchaser on
August 28, 2000, Amendment No. 4 to Schedule TO filed by DCNA and the
Purchaser
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on September 12, 2000 and Amendment No. 5 to Schedule TO filed by DCNA
and the Purchaser on September 26, 2000.
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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 Amendment to the
Solicitation/Recommendation Statement on Schedule 14D-9 is true, complete and
correct.
DETROIT DIESEL CORPORATION
By: /s/ Robert E. Belts
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Name: Robert E. Belts
Title: Senior Vice President-Finance
and Chief Financial Officer
Dated: September 26, 2000
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