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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)
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)
THOMAS P. CAPO
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**
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* 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: [_]
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This Amendment No. 1 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").
ITEM 12.EXHIBITS.
Item 12 is hereby amended and supplemented to add the following
exhibits.
(a)(9) Notice to Participants of the Detroit Diesel Corporation
Employees' Savings Plan (incorporated by reference to
Exhibit (a)(10) to Amendment No. 1 to the Schedule 14D-9
filed by Detroit Diesel Corporation on August 10, 2000).
(a)(10)Tender Offer Instruction Form for Participants of the
Detroit Diesel Corporation Employees' Savings Plan
(incorporated by reference to Exhibit (a)(11) to Amendment
No. 1 to the Schedule 14D-9 filed by Detroit Diesel
Corporation on August 10, 2000).
(a)(11)Notice to Participants of the Detroit Diesel Corporation
Hourly Personal Savings Plan (incorporated by reference to
Exhibit (a)(12) to Amendment No. 1 to the Schedule 14D-9
filed by Detroit Diesel Corporation on August 10, 2000).
(a)(12)Tender Offer Instruction Form for Participants of the
Detroit Diesel Corporation Hourly Personal Savings Plan
(incorporated by reference to Exhibit (a)(13) to Amendment
No. 1 to the Schedule 14D-9 filed by Detroit Diesel
Corporation on August 10, 2000).
(a)(13)Notice to Participants of the Detroit Diesel Corporation
Nonexempt Employees' Savings Plan (incorporated by reference
to Exhibit (a)(14) to Amendment No. 1 to the Schedule 14D-9
filed by Detroit Diesel Corporation on August 10, 2000).
(a)(14)Tender Offer Instruction Form for Participants of the
Detroit Diesel Corporation Nonexempt Employees' Savings Plan
(incorporated by reference to Exhibit (a)(15) to Amendment
No. 1 to the Schedule 14D-9 filed by Detroit Diesel
Corporation on August 10, 2000).
(a)(15)Notice to Participants of the Detroit Diesel Corporation
Remanufacturing Retirement Savings Plan (incorporated by
reference to Exhibit (a)(16) to Amendment No. 1 to the
Schedule 14D-9 filed by Detroit Diesel Corporation on August
10, 2000).
(a)(16)Tender Offer Instruction Form for Participants of the
Detroit Diesel Corporation Remanufacturing Retirement
Savings Plan (incorporated by reference to Exhibit (a)(17)
to Amendment No. 1 to the Schedule 14D-9 filed by Detroit
Diesel Corporation on August 10, 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
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Name: Joachim Drees
Title: Vice President and Secretary
DaimlerChrysler North America Holding
Corporation
By: /s/ Thomas P. Capo
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Name: Thomas P. Capo
Title: President
Dated: August 10, 2000
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(9) Notice to Participants of the Detroit Diesel Corporation
Employees' Savings Plan (incorporated by reference to Exhibit
(a)(10) to Amendment No. 1 to the Schedule 14D-9 filed by
Detroit Diesel Corporation on August 10, 2000).
(a)(10) Tender Offer Instruction Form for Participants of the Detroit
Diesel Corporation Employees' Savings Plan (incorporated by
reference to Exhibit (a)(11) to Amendment No. 1 to the
Schedule 14D-9 filed by Detroit Diesel Corporation on August
10, 2000).
(a)(11) Notice to Participants of the Detroit Diesel Corporation
Hourly Personal Savings Plan (incorporated by reference to
Exhibit (a)(12) to Amendment No. 1 to the Schedule 14D-9 filed
by Detroit Diesel Corporation on August 10, 2000).
(a)(12) Tender Offer Instruction Form for Participants of the Detroit
Corporation Hourly Personal Savings Plan (incorporated by
reference to Ex Diesela)(13) to Amendment No. 1 to the
Schedule 14D-9 filed by Detroit Diesel Corporation on August
10, 2000).
(a)(13) Notice to Participants of the Detroit Diesel Corporation
Nonexempt Employees' Savings Plan (incorporated by reference
to Exhibit (a)(14) to Amendment No. 1 to the Schedule 14D-9
filed by Detroit Diesel Corporation on August 10, 2000).
(a)(14) Tender Offer Instruction Form for Participants of the Detroit
Diesel Corporation Nonexempt Employees' Savings Plan
(incorporated by reference to Exhibit (a)(15) to Amendment No.
1 to the Schedule 14D-9 filed by Detroit Diesel Corporation on
August 10, 2000).
(a)(15) Notice to Participants of the Detroit Diesel Corporation
Remanufacturing Retirement Savings Plan (incorporated by
reference to Exhibit (a)(16) to Amendment No. 1 to the
Schedule 14D-9 filed by Detroit Diesel Corporation on August
10, 2000).
(a)(16) Tender Offer Instruction Form for Participants of the Detroit
Diesel Corporation Remanufacturing Retirement Savings Plan
(incorporated by reference to Exhibit (a)(17) to Amendment No.
1 to the Schedule 14D-9 filed by Detroit Diesel Corporation on
August 10, 2000).