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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DAIMLER-BENZ AKTIENGESELLSCHAFT
(Name of Subject Company)
DAIMLER-BENZ AKTIENGESELLSCHAFT
(Name of Person(s) Filing Statement)
ORDINARY SHARES, NO PAR VALUE
AND
AMERICAN DEPOSITARY SHARES
EACH REPRESENTING ONE ORDINARY SHARE, NO PAR VALUE
(Title of Class of Securities)
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D16668 10 1
(CINS Number of Ordinary Shares)
and
233829 20 9
(CUSIP Number of American Depositary Shares)
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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
Notice and Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
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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
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ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Daimler-Benz Aktiengesellschaft, a stock
corporation (AKTIENGESELLSCHAFT) organized under the laws of the Federal
Republic of Germany (the "Company" or "Daimler-Benz"). The address of the
principal executive offices of the Company is Epplestrasse 225, 70567 Stuttgart,
Germany. The titles of the classes of equity securities to which this statement
(the "Statement") relates are the Ordinary Shares, no par value (the
"Daimler-Benz Ordinary Shares"), of Daimler-Benz and American Depositary Shares
of Daimler-Benz, each representing one Daimler-Benz Ordinary Share (the
"Daimler-Benz ADSs").
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to the exchange offer by DaimlerChrysler AG, a stock
corporation (AKTIENGESELLSCHAFT) organized under the laws of the Federal
Republic of Germany ("DaimlerChrysler AG"), disclosed in a Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1"), dated September 24, 1998,
(i) to exchange one Ordinary Share, no par value (a "DaimlerChrysler Ordinary
Share"), of DaimlerChrysler AG for each outstanding Daimler-Benz Ordinary Share,
and (ii) to exchange one DaimlerChrysler Ordinary Share for each outstanding
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 (such ratio referred to in the
foregoing clauses (i) and (ii), as it may be so adjusted, being referred to
herein as the "Daimler-Benz Exchange Offer Ratio"), upon the terms and subject
to the conditions set forth in the Offering Circular-Prospectus, dated September
24, 1998 (the "Offering Circular-Prospectus") and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Daimler-Benz Exchange Offer"), copies of which are
filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement and are
incorporated herein by reference.
The Daimler-Benz Exchange Offer is being made pursuant to the Business
Combination Agreement, dated as of May 7, 1998 (as amended and restated, the
"Combination Agreement"), among Daimler-Benz, Chrysler Corporation, a Delaware
corporation ("Chrysler"), and DaimlerChrysler AG. The Combination Agreement
provides that, among other things, immediately following consummation of the
Daimler-Benz Exchange Offer, a newly formed Delaware corporation will be merged
with and into Chrysler (the "Chrysler Merger"), and that as soon as possible
following the consummation of the Chrysler Merger, the merger of Daimler-Benz
with and into DaimlerChrysler AG (the "Daimler-Benz Merger" and, together with
the Chrysler Merger, the "Mergers") will be consummated. As a result of the
Daimler-Benz Merger, each outstanding Daimler-Benz Ordinary Share will be
converted into the right to receive that number of DaimlerChrysler Ordinary
Shares equal to the Daimler-Benz Exchange Offer Ratio. The Daimler-Benz Exchange
Offer, the Mergers and the other transactions contemplated by the Combination
Agreement (collectively, the "Transactions") will together have the effect of
combining the respective businesses, stockholder groups, managements and other
constituencies of Chrysler and Daimler-Benz in a "merger-of-equals" transaction.
A copy of the Combination Agreement is filed as Exhibit (c)(1) to this Statement
and is incorporated herein by reference.
The information set forth on the cover page of the Offering
Circular-Prospectus and under the captions "Summary--The Daimler-Benz Exchange
Offer" and "The Daimler-Benz Exchange Offer" of the Offering Circular-Prospectus
is incorporated herein by reference.
The principal executive offices of DaimlerChrysler AG are located at
Epplestrasse 225, 70567 Stuttgart, Germany.
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ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and address of the Company, which is the person filing this
Statement, is set forth in Item 1 above.
(b) The information contained under the captions "Summary--The Companies,"
"Summary--The Transactions," "The Transactions--Background of the Transactions,"
"The Transactions--Recommendations of the Daimler-Benz Management Board and
Reasons for those Recommendations," "The Transactions--Composition of
DaimlerChrysler Management Board and Integration Committee," and "The
Combination Agreement" of the Offering Circular-Prospectus is incorporated
herein by reference.
Except as incorporated herein by reference, there are no contracts,
agreements, arrangements or understandings or any actual or potential conflicts
of interest between Daimler-Benz or its affiliates and (1) Daimler-Benz, its
executive officers, directors or affiliates, or (2) DaimlerChrysler AG, its
executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) The Daimler-Benz Board of Management (VORSTAND) has unanimously
determined that the Daimler-Benz Exchange Offer and the Daimler-Benz Merger are
fair to and in the best interests of Daimler-Benz and its stockholders and
recommends that holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs
accept the Daimler-Benz Exchange Offer and tender their shares pursuant to the
Daimler-Benz Exchange Offer. In addition, the Daimler-Benz Exchange Offer and
the Daimler-Benz Merger have been unanimously approved by the Supervisory Board
(AUFSICHTSRAT) of Daimler-Benz and have been approved by the holders of
Daimler-Benz Ordinary Shares, including those shares represented by Daimler-Benz
ADSs.
(b) The reasons for the recommendations stated in paragraph (a) of this Item
4 are set forth under the captions "The Transactions--Recommendations of the
Daimler-Benz Management Board and Reasons for those Recommendations" and "The
Transactions--Opinion of Financial Advisor of Daimler-Benz" of the Offering
Circular-Prospectus and are incorporated herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth on the back cover page of the Offering
Circular-Prospectus and under the captions "The Daimler-Benz Exchange
Offer--Fees and Expenses" and "The Transactions--Opinion of Financial Advisor of
Daimler-Benz" of the Offering Circular-Prospectus is incorporated herein by
reference.
Neither Daimler-Benz nor any person acting on its behalf currently has
employed, retained or compensated any other person to make any solicitations or
recommendations to stockholders on its behalf concerning the Daimler-Benz
Exchange Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) Daimler-Benz purchased 100 Daimler-Benz Ordinary Shares in the open
market on July 29, 1998. To the best knowledge of Daimler-Benz there were no
other transactions effected during the past 60 days involving Daimler-Benz
Ordinary Shares or Daimler-Benz ADSs by Daimler-Benz or by any executive
officer, director, affiliate or subsidiary of Daimler-Benz.
(b) To the best knowledge of Daimler-Benz, its executive officers,
directors, affiliates and subsidiaries presently intend to tender, pursuant to
the Daimler-Benz Exchange Offer, any Daimler-Benz Ordinary Shares or
Daimler-Benz ADSs which are beneficially owned by such persons.
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ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) Except as described in this Statement, or as set forth in the Offering
Circular-Prospectus, to the knowledge of the Company, no negotiation is being
undertaken or is under way by the Company in response to the Daimler-Benz
Exchange Offer which relates to or would result in (1) any extraordinary
transaction, such as a merger or reorganization, involving the Company or any
subsidiary of the Company, (2) a purchase, sale or transfer of a material amount
of assets by the Company or any subsidiary of the Company, (3) a tender offer
for or other acquisition of securities by or of the Company, or (4) any material
change in the present capitalization or dividend policy of the Company.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Reference is hereby made to the Offering Circular-Prospectus, the Letter of
Transmittal and the Combination Agreement, which are attached hereto as Exhibits
(a)(1), (a)(2) and (c)(1), respectively, and are incorporated herein by
reference in their entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NO.
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(a)(1) Offering Circular-Prospectus (incorporated by reference to Exhibit (a)(1) to DaimlerChrysler AG's
Tender Offer Statement on Schedule 14D-1, dated September 24, 1998).
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to DaimlerChrysler AG's Tender
Offer Statement on Schedule 14D-1, dated September 24, 1998).
(a)(3) Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(3) to DaimlerChrysler AG's
Tender Offer Statement on Schedule 14D-1, dated September 24, 1998).
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(4) to DaimlerChrysler AG's Tender Offer Statement on Schedule 14D-1, dated
September 24, 1998).
(a)(5) Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit (a)(5) to DaimlerChrysler AG's Tender Offer Statement on
Schedule 14D-1, dated September 24, 1998).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated
by reference to Exhibit (a)(6) to DaimlerChrysler AG's Tender Offer Statement on Schedule 14D-1,
dated September 24, 1998).
(a)(7) Certificate of Foreign Status on Form W-8 (incorporated by reference to Exhibit (a)(7) to
DaimlerChrysler AG's Tender Offer Statement on Schedule 14D-1, dated September 24, 1998).
(a)(8) Summary Advertisement as published in THE WALL STREET JOURNAL on September 24, 1998 (incorporated by
reference to Exhibit (a)(8) to DaimlerChrysler AG's Tender Offer Statement on Schedule 14D-1, dated
September 24, 1998).
(a)(9) Opinion of Goldman Sachs & Co. oHG, dated May 8, 1998 (incorporated by reference to Exhibit (a)(9) to
DaimlerChrysler AG's Tender Offer Statement on Schedule 14D-1, dated September 24, 1998).
(b) Not applicable.
(c)(1) Amended and Restated Business Combination Agreement, dated as of May 7, 1998, among Daimler-Benz,
Chrysler and DaimlerChrysler AG (incorporated by reference to Exhibit (c)(1) to DaimlerChrysler AG's
Tender Offer Statement on Schedule 14D-1, dated September 24, 1998).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
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DAIMLER-BENZ AKTIENGESELLSCHAFT
By: /s/ JURGEN SCHREMPP
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Jurgen Schrempp
CHAIRMAN OF THE BOARD OF MANAGEMENT
CHIEF EXECUTIVE OFFICER
By: /s/ MANFRED GENTZ
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Manfred Gentz
MEMBER OF THE BOARD OF MANAGEMENT
CHIEF FINANCIAL OFFICER
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Dated: September 24, 1998
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