SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
DAIMLER-BENZ AKTIENGESELLSCHAFT
(Name of Subject Company)
DAIMLERCHRYSLER AG
(Bidder)
ORDINARY SHARES, NO PAR VALUE
and
AMERICAN DEPOSITARY SHARES
EACH REPRESENTING ONE ORDINARY SHARE, NO PAR VALUE
(Title of Class of Securities)
D16668 10 1
(CINS Number of Ordinary Shares)
and
233829 30 8
(CUSIP Number of American Depositary Shares)
MR. TIMOTHEUS R. POHL
DAIMLER-BENZ NORTH AMERICA CORPORATION
375 PARK AVENUE
NEW YORK, NEW YORK 10152
USA
(212) 909-9700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
Copies to:
J. MICHAEL SCHELL, ESQ. DR. SIEGFRIED SCHWUNG
MARGARET L. WOLFF, ESQ. DAIMLER-BENZ AKTIENGESELLSCHAFT
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP EPPLESTRASSE 225
919 THIRD AVENUE 70567 STUTTGART
NEW YORK, NEW YORK 10022 GERMANY
USA 011-49-711-17-0
(212) 735-3000
OCTOBER 26, 1998
This Amendment No. 1 to the Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") of DaimlerChrysler AG, a stock corporation
(Aktiengesellschaft) organized under the laws of the Federal Republic of
Germany ("DaimlerChrysler AG"), initially filed on September 24, 1998
relates to the offer by DaimlerChrysler AG (i) to exchange one Ordinary
Share, no par value (a "DaimlerChrysler Ordinary Share"), of
DaimlerChrysler AG for each outstanding Ordinary Share, no par value (a
"Daimler-Benz Ordinary Share"), of Daimler-Benz Aktiengesellschaft, a stock
corporation (Aktiengesellschaft) organized under the laws of the Federal
Republic of Germany ("Daimler-Benz"), and (ii) to exchange one
DaimlerChrysler Ordinary Share for each outstanding American Depositary
Share of Daimler-Benz, each representing one Daimler-Benz Ordinary Share (a
"Daimler-Benz ADS"); provided that, if at least 90% of the then issued and
outstanding Daimler-Benz Ordinary Shares, including Daimler-Benz Ordinary
Shares represented by Daimler-Benz ADSs, are tendered, then each exchanging
holder will receive 1.005 DaimlerChrysler Ordinary Shares, upon the terms
and subject to the conditions set forth in the Offering Circular-
Prospectus, dated September 24, 1998, of DaimlerChrysler AG and in the
related Letter of Transmittal.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
"On October 26, 1998, Daimler-Benz issued a press release
announcing that, as of 12:00 Noon, New York City time, on Friday,
October 23, 1998, approximately 97% of the outstanding Daimler-
Benz Ordinary Shares, including Daimler-Benz Ordinary Shares
represented by Daimler-Benz ADSs, had been tendered in the
Daimler-Benz Exchange Offer. Accordingly, based on the
expectation that the 90% minimum tender condition will remain
satisfied, DaimlerChrysler AG has increased the Daimler-Benz
Exchange Offer Ratio to 1.005 from 1. DaimlerChrysler AG also
extended the Daimler-Benz Exchange Offer as a result of the
increase in consideration until 12:00 Noon, New York City time,
on Friday, November 6, 1998. The Daimler-Benz Exchange Offer had
previously been scheduled to expire at 12:00 Noon, New York City
time, on Friday, October 23, 1998. A copy of the press release
issued by Daimler-Benz announcing the extension of the Daimler-
Benz Exchange Offer is attached hereto as Exhibit (a)(10)(i) and
incorporated herein by reference."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibits:
(a)(10)(i) - Press Release issued by Daimler-Benz on
October 26, 1998.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
DaimlerChrysler AG
By: /s/ Dr. Thomas Sonnenberg
_______________________________
Dr. Thomas Sonnenberg
Member of the Management Board
Dated: October 26, 1998
EXHIBIT INDEX
EXHIBIT
NO.
---------
(a)(10)(i) - Press Release issued by Daimler-Benz on October 26, 1998.
DAIMLERBENZ
AKTIENGESELLSCHAFT
...........................................................................
PRESS FAX
SHAREHOLDERS SUPPORT MERGER OF DAIMLER-BENZ AND CHRYSLER WITH
OVERWHELMING MAJORITY
o APPROXIMATELY 97% OF DAIMLER-BENZ SHARES TENDERED
o SCHREMPP: OUTSTANDING SUCCESS AND TREMENDOUS SUPPORT OF SHAREHOLDERS
Stuttgart - Approximately 97 percent of Daimler-Benz shares were tendered
for exchange for DaimlerChrysler shares during the 30-day exchange offer
for Daimler-Benz AG shareholders. This has met the preconditions for the
merger between Daimler-Benz and Chrysler, and, subject to Chrysler's
reissuing of "tainted" treasury shares which are expected to be contributed
to Chrysler's pension funds, the new company should be able to present its
accounts using the advantageous "pooling of interests" method.
Juergen E. Schrempp, chairman of the management board of Daimler-Benz,
said: "This is an overwhelming result which shows that nearly all our
shareholders are convinced of the tremendous benefits this merger offers.
We also see this result as a strong vote for our management. With this
outstanding support, we feel even more encouraged to create one of the
world's most successful companies."
As announced, with a tender in excess of 90 percent, all Daimler-Benz
shareholders will receive a bonus of one share per 200 shares held. Cash
will be paid in lieu of fractional shares. According to Securities and
Exchange Commission (SEC) regulations, the exchange offer has been extended
for 10 business days; it will expire on Friday, November 6, 1998 at 12:00
noon. The reason for this extension is the bonus now offered to Daimler-
Benz shareholders.
To treat its shareholders equally, Daimler-Benz is extending the exchange
offer to all shareholders to Friday, November 6, 12:00 noon.
Manfred Gentz, chief financial officer of Daimler-Benz, said: "The result
of 97% is the best result ever achieved worldwide in an exchange offer. We
are very pleased that almost all of our retail investors have tendered
their shares, even against some loud and misleading campaigns of a few
individuals."
Initial trading of DaimlerChrysler shares on international stock markets is
expected to begin in mid-November under the new ticker symbol DCX. As of
today, Monday, October 26, the Daimler-Benz shares tendered can be traded
fully under a new security identification number on all German stock
exchanges. These shares will be included in the German share index DAX and
thus replace the remaining Daimler-Benz shares. Simultaneously, the New
York Stock Exchange (NYSE) will start "when-issued" trading of
DaimlerChrysler shares today.
The merger of Daimler-Benz and Chrysler will create the world's third
largest automobile manufacturer. Daimler-Benz and Chrysler ideally
complement each other in terms of product spectrum and regional
concentrations.
CONTACT:
Daimler-Benz AG
Corporate Media Relations
Roland Klein
Tel. +49 - 711 - 1793635
Fax +49 - 711 - 1794686
