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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
(AMENDMENT NO. 3)
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. 3 (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 and 2 filed with the SEC on August 10, 2000 and
September 5, 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 4 to Schedule TO filed with the SEC on August 10, 2000, August 21,
2000, August 28, 2000 and September 12, 2000 respectively, and in the related
Letter of Transmittal.
The purpose of this Amendment is to (1) reflect DaimlerChrysler AG's extension
of the expiration dated of the tender offer, as reflected in Amendment No. 4 to
the Schedule TO filed with the SEC by DaimlerChrysler AG on September 12, 2000,
which is incorporated herein by reference in its entirety, and (2) inform
stockholders of litigation concerning the tender offer.
ITEM 8. ADDITIONAL INFORMATION.
Pursuant to Amendment No. 4 to the Schedule TO filed with the SEC by
DaimlerChrysler AG on September 13, 2000, Item 8 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following at the end thereof:
On September 12, 2000, DCNA announced that it extended the
Offer to 5:00 p.m., New York City time, on Monday, September 25, 2000. A
copy of the press release containing such announcement is filed as Exhibit
(a)(10) to the Schedule TO and is incorporated herein by reference.
Detroit Diesel has become aware of litigation filed with respect to the
Offer. A copy of the complaint is filed as Exhibit (a)(19) and incorporated
herein by reference.
ITEM 9. EXHIBITS.
The exhibit list appearing under Item 99 of the Schedule 14D-9 is amended by
inserting in appropriate order new items (a)(18) and (a)(19) as follows:
(a)(18) Press Release, dated September 12, 2000.*
(a)(19) Complaint filed in the Court of Chancery for the State of
Delaware, Newcastle County, dated September 11, 2000.
Item 9 is further amended by amending and restating footnote * appearing under
the exhibit table of the Schedule 14D-9 as follows:
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* 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 and Amendment No. 4 to Schedule TO filed by DCA and the
Purchaser on September 12, 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 20, 2000
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