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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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DETROIT DIESEL CORPORATION
(Name of Subject Company (Issuer))
DIESEL PROJECT DEVELOPMENT, INC.
A WHOLLY OWNED SUBSIDIARY OF
DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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250837101
(Cusip Number of Class of Securities)
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THOMAS P. CAPO
PRESIDENT
DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION
100 CHRYSLER DRIVE
AUBURN HILLS, MICHIGAN 48326-2766
TELEPHONE: (248) 512-6130
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
COPY TO:
J. MICHAEL SCHELL, ESQ.
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036-6522
TELEPHONE: 212-735-3000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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DAIMLERCHRYSLER
Press Information
July 20, 2000
CONTACT:
DAIMLERCHRYSLER AG
Othmar M. Stein Tel: +49 711 17 95160
Karlheinz L. Knoess Tel: +49 711 17 95130
DETROIT DIESEL
Daniel J. McEnroe Tel: +1 313 592 7344
DAIMLERCHRYSLER AGREES TO ACQUIRE 100 PERCENT OF DETROIT DIESEL'S OUTSTANDING
STOCK
o ACQUISITION WILL CREATE THE LEADING MANUFACTURER OF HEAVY AND
MEDIUM-DUTY ON-HIGHWAY DIESEL ENGINES
o STRONG SYNERGIES EXPECTED TO RESULT
STUTTGART/AUBURN HILLS -- DaimlerChrysler announced today that it has
entered into a definitive acquisition agreement to acquire 100% of Detroit
Diesel Corporation (DDC). DaimlerChrysler currently owns 21.3%, of this
leading manufacturer of diesel engines for on-highway, off-highway and
automotive applications. The transaction will be accomplished by a cash
tender offer by DaimlerChrysler at $23 per share. The agreed purchase price
for the outstanding 78.7% of DDC amounts to approximately $423 million.
Penske Corporation, Detroit Diesel's major shareholder owns 48.6% of the
outstanding shares, has agreed to tender its shares in the offer. The
acquisition includes all on-highway, off-highway, automotive and parts and
remanufacturing activities of DDC.
"With the acquisition of this highly respected and internationally
recognized diesel engine manufacturer, DaimlerChrysler has further enhanced
and consolidated its global market position. While acknowledged as the
number one commercial vehicle producer worldwide, we are also now the new
lead manufacturer of heavy and medium duty on-highway diesel engines in the
world", said Jurgen Schrempp, Chairman of DaimlerChrysler.
"In the world wide truck market, the engine is one of the most important
competitive elements in terms of customers' economic requirements and in
order to meet emission standards. Therefore, this step continues
DaimlerChrysler's strategy of building its worldwide leadership in diesel
engines and enables us to offer an integrated truck product in every major
market across the globe", added Dieter Zetsche, board member of
DaimlerChrysler responsible for commercial vehicles.
Due to the strong loyalty of US truck customers to engine brands this
acquisition provides significant advantages by combining DDC-engines with
Mercedes-Benz diesel engines. The MTU-Friedrichshafen (MTU-F),
DaimlerChrysler off-road diesel engine manufacturer who also has a long
standing relationship with DDC, in developing and distributing engines,
will also benefit from this new entity. MTU-F and DDC currently sell each
other's engines in their respective geographical regions and have jointly
developed the 2000 and 4000 series diesel engines.
The on-and off-highway engine businesses of PTU (Powertrain Unit of
DaimlerChrysler), DDC and MTU-F will be integrated worldwide under the
umbrella of the Commercial Vehicles Division of DaimlerChrysler. This new
business unit will represent a total component business volume of
approximately $7 billion per annum, and will result in DaimlerChrysler
becoming the world's leading manufacturer of diesel engines for medium and
heavy-duty trucks.
The current DDC brand named products will continue to be offered broadly in
the world marketplace.
Roger S. Penske, Chairman, said, "This transaction is an important step in
the continued growth of DDC. As we look at the competitive environment, and
the consolidation activity occurring within our industry, this merger will
provide strength and stability for DDC in the future. The management team
of DDC, including myself, remains committed to DDC and its continued
success. We also see this as a tremendous opportunity for our employees and
customers to be more closely associated with the company as innovative and
customer-focused as DaimlerChrysler."
DaimlerChrysler and Detroit Diesel will benefit from cost savings based on
synergies and economies of scale achieved through further enhanced research
and development, greater purchasing power, increased manufacturing
efficiencies and administrative savings.
As part of the proposed acquisition, DaimlerChrysler acquires Detroit
Diesel's headquarters and engine plant in Redford, MI, as well as other
operations across the globe. Across the globe Detroit Diesel sold nearly
167,000 units in 1999, with revenues of $2.359 billion.
The proposed acquisition is subject to customary conditions, including
approval by the governmental authorities of the U.S., and the European
Union. It is anticipated that the transaction (which will include a merger
to ensure 100% ownership of DDC) will be completed by the fall of 2000.
Detroit Diesel Corporation, incorporated in 1987, is an international
leader in diesel engines for on-and off-highway applications. The company
offers engines from 22 to 11,000 horsepower for the on-highway, off-road
(including power generation) and automotive markets through a worldwide
network of more than 2,700 authorized distributor and dealer locations. It
designs, manufactures, markets, services and provides after market and
remanufactured diesel and alternative fuel engines.
DaimlerChrysler AG is the world's leading manufacturer of commercial
vehicles with the brands Mercedes-Benz, Freightliner, Sterling, Setra and
Thomas Built Buses.
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, when they become available
because they will contain important information. The tender offer statement
will be filed by DaimlerChrysler with the Securities and Exchange
Commission (SEC), and the solicitation/recommendation statement will be
filed by Detroit Diesel with the SEC. Investors and security holders may
obtain in a free copy of these statements (when available) and other
documents filed by DaimlerChrysler and Detroit Diesel at the SEC's website
at www.sec.gov. The tender offer statement and related materials may be
obtained for free by directing such requests to DaimlerChrysler North
America Holding Company. The solicitation/recommendation statement and such
other documents may be obtained by directing such requests to Detroit
Diesel Corporation.
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