------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7 - FINAL AMENDMENT)
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))
---------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
---------------
250837101
(CUSIP Number of Class of Securities)
TIMOTHY P. DYKSTRA
PRESIDENT
DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION
1000 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
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$432,852,571 $86,570.52**
-----------------------------------------------------------------------------
* For purposes of calculating amount of filing fee only. This amount
assumes (i) the purchase of all outstanding shares of common stock of
Detroit Diesel Corporation other than shares beneficially owned by the
offerors (18,287,490 shares) and (ii) shares of common stock of Detroit
Diesel Corporation subject to options that will be vested and
exercisable as of the closing of this offer (532,187 shares). The
amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
** This amount has previously been paid.
[_] Check the 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: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[_] 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: [X]
----------------------------------------------------------------------------
This Amendment No. 7, which is the final amendment to the Tender
Offer Statement on Schedule TO (the "Schedule TO"), filed initially with
the Securities and Exchange Commission on July 31, 2000, relates to the
third-party tender offer by Diesel Project Development, Inc. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of
DaimlerChrysler North America Holding Corporation, a Delaware corporation,
to purchase all of the shares of common stock, par value $0.01 per share,
of Detroit Diesel Corporation, a Delaware corporation, at a price of $23.00
per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated July 31, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with all amendments or supplements thereto,
collectively constitute the "Offer").
ITEMS 8.
Item 8 is hereby amended and supplemented to add the following:
"The subsequent offering period for the Offer expired at 11:59
p.m., New York City time, on Thursday, October 12, 2000. Based on
preliminary information provided by the Depositary, a total of 17,807,200
Shares, including guaranteed deliveries, have been validly tendered and not
withdrawn pursuant to the Offer, which, when combined with the 4,935,361
shares beneficially owned by DCNA, represents approximately 98.4% of the
total issued and outstanding Shares.
On Friday, October 13, 2000, DCNA announced that it competed its
acquisition of the Company through a merger of the Purchaser into the
Company. As a result of this Merger, which became effective at 8:00 a.m.,
New York City time, on Friday, October 13, 2000, each Share not owned by
the Purchaser was converted into the right to receive $23.00 in cash,
without interest. Shares ceased trading on the NYSE at the close of
business on Thursday, October 12, 2000."
ITEM 12.
Item 12 is hereby amended and supplemented to add the following
exhibit:
(a)(13) Press Release, dated October 13, 2000.
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.
Diesel Project Development, Inc.
By: /s/ Joachim Drees
------------------------------
Name: Joachim Drees
Title: Vice President and Secretary
DaimlerChrysler North America Holding
Corporation
By: /s/ Timothy P. Dykstra
---------------------------------------
Name: Timothy P. Dykstra
Title: President
Dated: October 13, 2000
EXHIBIT INDEX
(a)(13) Press Release, dated October 13, 2000.
