Grupo Dina completes 8% convertible exchange, 81% tendered

New York, May 20 - Consorcio G Grupo Dina, SA de CV said it completed its exchange offer for its 8% convertible subordinated debentures due Aug. 8, 2004.

Holders tendered $130.3 million principal amount of the convertibles, or 81% of the $160.922 million outstanding.

Each $1,000 principal amount of convertibles tendered, was exchanged for $280 face amount of contingent value rights.

The rights entitle holders to certain net cash proceeds received upon the disposition of certain assets and to certain other net cash proceeds consisting of: a participation in any net cash proceeds from the sale of Grupo Dina's 11.33% stake in the equity of MCII Holdings (USA), Inc.; a participation in any net cash proceeds received upon the sale of certain fixed assets of Grupo Dina; and a participation in any net cash proceeds received in respect of certain arbitration proceedings with Western Star Trucks Holdings Ltd.

Grupo Dina said distributions may be more or less than $280 for each of the rights, depending on future events.

The rights will not accrue interest and will expire on April 24, 2007.

In connection with the exchange, the necessary number of holders approved the rescission of the acceleration of the convertibles, consented to certain amendments to the terms of the convertibles and waived various covenant defaults.

Tendering holders also waived of all payment defaults, including past due interest accruing since July 2000 in respect of the tendered convertibles and any and all legal claims.

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