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The Full Story Behind the Mercedes Benz 540K Spezial Aktion VIP Armoured Car at Bonhams’ Goodwood Sale

By   /  July 9, 2014  /  No Comments

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The SL Market Letter recently reported on Bonhams’ sale of the 1938 / 1942 Mercedes-Benz 540K Spezial Aktion Panzer-Limousinen VIP Armoured Car at their Goodwood Festival of Speed Sale held at Goodwood, Chicester, UK on June 27, 2014. The car sold for $770,603 USD including buyer’s premium.

We discussed the car’s history and sale in the ‘Across the Block – Auction Cars of Interest’ section, page 6 of the May / June issue of the SL Market Letter.

While we touched on some of the car’s history, how it was converted by Daimler in 1942 from standard 540K touring car to ‘Spezial Aktion-Limousine’ for top ranking officials of the Third Reich, we didn’t print all of Bonhams’ catalog description. It’s an interesting recounting of the car’s history. Most interesting is its post-war history, stashed away in an Estonia barn for decades and its subsequent discovery and acquisition by several enterprising American car hunters.


A ‘basket case’ – bits and pieces carefully laid out.

Here is our report on the car from the SL Market Letter, below that is the car’s full story as printed in Bonhams’ Goodwood auction catalog.

From page 6 of the May / June issue of the SL Market Letter:
“A serious project and a serious collector car. Unpainted, barn find / basket case condition with boxes and boxes of parts, bits and pieces. This car and its story is what gets every car guy’s blood pumping, it’s a curious piece of automotive history from a dark time. Starting life in 1938 as a Mercedes-Benz 540K Cabriolet B, originally purchased as VIP transport for the original “Volkswagenwerke ‘VW Beetle’ program”. Between 1942 and 1943 it was requisitioned as one of twenty 540Ks for the Third Reich’s emergency ‘Aktion P’ VIP armored car fleet. These cars were to be available to high ranking officers as needed, this particular car was assigned to the Berlin motor pool.

According to the auction catalog, Daimler-Benz converted such cars to full armored staff cars. Original body panels were replaced with 2.3mm thick armored steel with an outer layer of aluminum, double thick steel plating was applied to the floor, bulkhead and, on this particular example, across its entire width in the back. Windows with five laminations of bullet-proof glass
totaling 30mm were installed, 35mm thick for the windscreen. The story goes on to explain how the car was acquired by a couple of Americans in the early 1990s from the Estonian farmer who had it in his barn in exchange for tuition and entry of his only daughter to a U.S. boarding school. The car’s story and how it was discovered and brought to the U.S. is  worth reading. The complete Bonhams’ auction description, is posted at our website www.slmarket.com

So, what about the price? This is one of those ‘find another’ stories. It seems like reasonable money for a basket case 540K, but the WWII and Third Reich connection changes the ‘appeal’ of this car. I think car collectors like to tell stories about their cars, when you walk up to this one in the new owner’s garage,  there is certainly a story to tell. While this  car may carry troubling baggage, it is still a part of automotive and WWII history.”

From Bonhams’ Goodwood Festival of Speed Sale Catalog (all photos for this story, courtesy the auction company):

The Ex-Volkswagenwerke Cabriolet B – Ex-Reich-Chancellery Berlin Motor Pool

1938/1943 Mercedes-Benz 540K Spezial Aktion Panzer-Limousinen VIP Armoured Saloon
Chassis no. 408377
Engine no. 102401.84.105351 (see text)
Body No. 863 619
Commission No. 399 899


  • Here we offer one of the most extraordinary 1930s-origin Mercedes-Benz high-performance quality cars that we haveever been commissioned to present. It began life in 1938 as one of the renowned German company’s most exotic and highest-quality models – a 540K with Sindelfingen Cabriolet B coachwork bought new as prestige VIP transport for the original Volkswagenwerke ‘VW Beetle’ programme. It was then, in 1942-43, requisitioned as one of only twenty such 540Ks requisitioned for the Third Reich’s emergency Aktion P VIP armoured saloon car programme – under which it was issued not to any one high-ranking individual personality, but instead to the Reichskanzellerie Berlin Motor Pool for use by all. After surviving the war – today as one of only three known Aktion Ps to have done so – it went on to have an extremely positive effect upon at least one young life, and in part its extraordinary story reads like the basis of a Hollywood movie script. The car is offered here in its surviving extensively dismantled and unrestored – yet largely complete – state, bearing the patina and evidence of more than a half century of ‘barn-find’ storage.Until 1942 the progress of the Second World War in Europe had been in favour of Hitler’s Third Reich. Thereafter the flow reversed in favour of the Allied democracies as the combined forces of Great Britain, the United States and the USSR began to wield their combined capability in terms of men, manufacturing capacity, money and will.The Mercedes-Benz 540K Aktion P programme was triggered by the assassination – on May 27,1942 – of SS-Obergruppenfuhrer Reinhard Heydrich, fatally injured by anattacker’s hand grenade while riding as passenger in an open staff car upon the streets of Prague. Hitler was both devastated by the loss of a man he regarded as an increasingly important, plainly like-minded executive officer, and enraged by the careless manner in which he had made himself so vulnerable to partisan attack, by riding in a conspicuous car which was not only wide open, but also unescorted.

    According to the contemporary report of the Fuhrer‘s Secretary, Martin Bormann, Hitler immediately ordered that a new fleet of high-performance armoured vehicles should be provided to protect “…the most important political personalities”. This was the foundation of what swung into action as the Aktion P programme, the ‘P’ initial standing for ‘Panzer‘ – armour.

    Bormann pushed through Aktion P, ordering Daimler-Benz – which, of course,had becomea major military vehicle and engine manufacturer supplying the NSDAP German Government – to build ten of its 770 W 150 model four-passenger armoured saloons, eleven more 770 W 150 seven/eight-passenger convertible saloons and two four/five passenger saloons. All were to be protected with armour plate and armoured window glass.

    In the summer of 1942, when Aktion P was first promulgated, Daimler-Benz was unable to provide the twenty 540K rolling chassis or complete (which in effect meant requisitioned) cars ready for conversion. The company instead had only two suitable rolling chassis available. It was at this point that the Army was ordered to intervene by requisitioning 18 more pre-existing 540Ks for conversion into the required form, to wear newly-designed closed bodywork incorporating full armour protection.

    This group of suitably powerful and commodious cars was gathered together and consigned to the Daimler-Benz company repair section within the Stuttgart-Unterturkheim factory complex, where the original coachbuilt bodies were removed, the discarded bodies and associated componentry all being returned to the main motor pool in Bad Canstatt, just outside Stuttgart.

    Meanwhile, in the Daimler-Benz Karosseriewerk body plant at Sindelfingen, the required batch of twentyhastily-designed armoured bodies were being fabricated ready for installation upon the assigned rolling chassis. They had in turn been carefully inspected and, where necessary, mechanically overhauled before being prepared to accept the redesigned – and inevitably heavy – new closed body units.

    These were skinned in an external aluminium shell, sheathing 2.3mm thick steel ‘armour’ plating. The outer aluminium shell had been specified to minimize overall weight, compensating for the massive increase in underlying steel armour. However, some authorities also consider that the aluminium outer skin was specified not only to save weight but also to protect against attack by magnetic ‘sticky bombs’ or anti-armour mines. The cars’ running boards were also suppressed by curved-outward door skirts to prevent an attacking assassin gaining a foothold upon them.

    A Daimler-Benz design drawing dated July 20, 1942, reveals concern for additional protection which was provided by double-thickness steel plating being applied to the floor, firewall bulkhead and the back of the right-rear seat in which a VIP passenger was most likely to be accommodated. Car ‘377’offered here in fact features has full rear armour across its entire width and sides, not just th right side. Perhaps this was a later development as it is body No19 of the 20 sister Aktion Ps built? Its lower door sections also have the 2.3mm armour plate incorporated as part of the window-winding assembly. Including the overall outer bodyshelland under-floor sheathing this effectively tripled protection against any attack– including by mine.

    Furthermore, armoured windows and screens were adopted, comprising no fewer than five laminations of bullet-proof security glass, totaling 30mm in thickness and 35mm for the windscreen itself. A record survives which cites the Aktion P armoured Mercedes-Benz (presumably a 540K) provided to propaganda Minister Josef Goebbels as featuring 8mm armour protection, an advance from the ‘standard’ double-thickness of ‘only’ 4.6mm. Perhaps he was only a small target but considered himself valuable.

    The re-assembled closed cars were then returned to the Unterturkheim plant were they were given what was effectively a pre-delivery inspection. A technical board checked the work before the cars were signed-off and loaded onto rail cars for delivery to the capital, Berlin, for distribution to each individual vehicle’s Government-assigned end users.

    As early as September, 1942, the German Army had live-fire tested (with bullets, not explosive projectiles) a 540K Aktion P pilot-build prototype at Boblingen, just southwest of Stuttgart. Detailing the programme in ‘Automobile Quarterly‘ – Volume 28 No 1–model authority Ludwig Kosche related how “…no documents have been found pertaining to this particular Mercedes, which seems to have been built in addition to the 20 ordered at the behest of Hitler. The photographs taken on this occasion suggest that only small arms were tested against the armour plating. Since all of the 20 armoured 540Ks were released and shipped, it would follow that the armoured design was deemed to provide sufficient protection to ensure…safety…”.

    These Aktion P Mercedes-Benz 540K variants received no engine modification.It is believed that some were delivered with the standard 4-speed gearbox, while at least one – ‘377’ offered here – had a special 5-speed gearbox to improve its performance. This gearbox is missing, but speedometer markings indicate delivery with the 5-speed installed. This may again have been a change made for the late production cars?The increase in unladen weight was from around 5,700 (standard coachwork) to 6,500lbs (armoured Aktion P-specification). The twenty armoured 540Ks released for VIP protection included ‘377’ as the 19th built. Body numbers ran from ‘863601’ to ‘863620’ and this example’s body is serial ‘863619’. It has ’19’ written on many parts as well as the upholstery, proving it was the 19th of the 20 built. They were distributed as follows:

    1 – Chassis/Engine serial 408 427 – Dr J. Goebbels, Propaganda Minister
    2 – Chassis/Engine serial 408 400 – Dr H. Frank – Poland
    3 – Chassis/Engine serial 408 428 – A. Rosenberg, Reich Minister
    4 – Chassis/Engine serial 408 405 – Reich Chancellery Motor Pool, Berlin
    5 – Chassis/Engine serial 408 382 – J. Terboven – Norway
    6 – Chassis/Engine serial 189 423 – H. Bache, Reich Food Minister
    7 – Chassis/Engine serial 189 412 – A.K. Greiser – Western Poland
    8 – Chassis/Engine serial 408 417 – K.H.Frank – Czechoslovakia
    9 – Chassis/Engine serial 408 390 – H. Himmler, Reichsfuhrer, SS
    10 – Chassis/Engine serial 408 367 – ditto
    11 – Chassis/Engine serial 408 372 – E. Koch – Ukraine
    12 – Chassis/Engine serial 408 418 – Motor Pool Pullach/Munich
    13 – Chassis/Engine serial 408 359 – A. Speer, Reich Armaments Minister
    14 – Chassis/Engine serial 408 378 – O.Abetz, Ambassador, Paris
    15 – Chassis/Engine serial 408 362 – A.Lohr, C-in-C Army Group E. Greece
    16 – Chassis/Engine serial 408 398 – Dr E. Kaltenbrunner
    17 – Chassis/Engine serial 408 387 – Dr A. Seyss-Inquart – Holland
    18 – Chassis/Engine serial 408 366 – Motor Pool Pullach/Munich
    19 – Chassis/Engine serial 408 377 – Reich Chancellery Motor Pool, Berlin
    20 – Chassis/Engine serial 408 373 – Motor Pool Pullach/Munich

    Of all these cars only three are known to have survived – one in the National Technical Museum in Prague, the second in a private Californian Collection while this example is the third. In its original guise as a 540K Cabriolet B – initial 1938 order number ‘285059’ – it was delivered that year (extraordinarily) to the Volkswagenwerke headquarters in Berlin-Grünewald.
    The Volkswagen (‘People’s car’) or Kdf-Wagen was an affordable vehicle for the German working man, part of the energetic ‘motorisation’ programme widely promoted within the New Germany since 1933. What was known by the initials KdF, indicating Kraft durch Freude (“Strength Through Joy”),was an immensestate-controlled leisure organization, part of the Deutsche Arbeitsfront, which was the national German labour organization at that time. It had been set-up to promote the advantages of NSDAP National Socialism to the people
    The foundation stone for the new motor town developed to build ‘The People’s Car’ was laid on May 26, 1938, as the Stadt des KdF-WagensbeiFallersleben, a planned town centred around the village of Fallersleben, built to house workers of the new Volkswagen factories. At the time KdF-Stadt had become the absolute focus of German automotive industry attention as it washome to the newly-instituted ‘People’s Car’ factory. Adolf Hitler, himself, presided over the stone-laying ceremony, with some 70,000 spectators looking on. The final three VW prototypes were displayed, and the first VW convertible was shown to the Fuhrer. The first date on ‘377’s original Commission sheet is May 24/25, 1938 – immediately before this prestigious ceremony. It appears therefore that the KdF project’sthree top executives (Prof Dr Ferdinand Porsche, JakobWerlin andBodoLaffrentz) ordered the car immediately before Hitler’s public blessing of what became the Volkswagenwerke.

    This car was delivered new in its original Cabriolet B 540K configuration to the Volkswagenwerke HQ at Berlin-Grünewald, Tauberstrasse 4, on June 3,1939. One month later, on July 7, 1939, Hitler was given a riding tour inside the new factory halls in ‘an open bodied Mercedes-Benz’ – possibly the newly-delivered car embodying chassis ‘377’ now offered here.

    After conversion it is evident that ‘377’ was issued not to any individual amongst the Third Reich prominenten – avoiding in some measure the potential stigma or vilification of such association with what is widely regarded today as historic criminality. Documents show the newly re-bodied Aktion P ‘408377’ was registered on January 28, 1943, and delivered to the ‘Adjutantur d. Führers, Berlin’ next day. The Reichskanzellerie Berlin Motor Pool cars would of course have been deployed on many disparate assignments, to carry in protected manner any luminary of significant stature.

    Perhaps inevitably, the progress of the Second World War from 1942-45 resulted in the collapse of the Third Reich and Germany’s unconditional surrender, with the Berlin Motor Pool site and any surviving vehicles absorbed by occupying Soviet forces. According to the testimony of Hitler’s chauffeur, Erich Kempke, in the early morning hours of April 24, 1945, Russian shelling destroyed some 60 vehicles within the Motor Pool. Somehow, perhaps it was absent in use at that moment, ‘377’ survived.

    To further Soviet automotive research and development – and to feed an understandable appetite for trophy-taking –many hundreds, perhaps thousands, of high-quality and interesting German motor vehicles were carried off by the Russians, to technical institutes, factories, research centres, Ministries and Party factions within the USSR and its newly-conquered satellite nations. A photograph does survived showing this armoured 540K with a Russian Army registration plate. Its left-side headlamp lens is clearly cracked. When the car now offered here was first acquired by its subsequent Estonian owner, its left-side headlamp lens displayed the self-same crack. That same distinctive damage survives to this day…

    Some 47 years later, in 1992, an inquisitive westerner visiting the Baltic state of Estonia fell into conversation with some locals about interesting old cars. He was told of one which had been storedfor many years, in dismantled condition, on a nearby farm. This Aktion P Mercedes-Benz 540K ‘377’ is that car.

    At one point during its long life in the Baltics the car was ear-marked for conversion into a tractor substitute. Its original engine was at another stage exchanged with that of a half-sister500K surviving in Tallinn, whose engine had failed. That special one-off roadster survives today in the US and ‘377’ currently carries original engine No ‘102.84.105351’ from it. To make ‘377’ mobile short-term, a Volvo engine was installed while the damaged sister 540K power unit joined the aggregation of parts stored in the barns.

    The full story of its 1990s rediscovery and extraction from Estonia was related in great detail, if with rather confusing use of intentionally misleading information, in the October 1996 issue of the leading American magazine ‘Car & Driver‘. In essence the car’s present vendor, a leading figure in that considerable drama, summarises the story as follows:

    “The old Soviet Union had been dissolved by the end of 1991, and the Baltic States of Latvia, Lithuania and Estonia had become independent. It was then that we made five trips to Russia, primarily St Petersburg and Moscow, looking for any interesting pieces to acquire. We finally heard of this car in Estonia, and eventually we were taken to see it by a couple of local guys who knew of its existence. We were taken way out into a rural region where we wound up outside a couple of stone barns.

    “There was nobody around, only a dog barking a warning. Our guides told us it was OK to look and the first barn was just full of scrap metal junk, cycle frames, all sorts, and we didn’t find any car there. I finally climbed over a stack of debris about five feet high and finally saw the top of an old car body. That was the 540K’s.

    “I managed to burrow down and I was actually the first to sit inside it, probably for many years. I could see the armour plate exposed inside. We found the chassis frame leaning against a barn wall and found the serial number on it.

    “Eventually the owner came and we told him we were interested in buying – but he explained he had no desire to sell it because he had ‘no real use for money’. He was content with the way he lived, and what good would mere money do him? A few weeks later we returned on a second visit, and a relationship started to develop with him. We found he had a young daughter who was learning to speak English at her local school. I then suggested that while he wasn’t interested in selling his interesting car for money, might funding his daughter’s further education at an international school in the United States be more attractive?

    “We spent a week discussing various propositions, and this one began to appeal to him as a way of improving his only daughter’s life prospects. I had a cell phone with me, one of those early ones the size of a housebrick, and managed to get a call through to a lady friend at home who began researching American language schools for us. She checked out the visa requirements and all the logistics and was able to confirm it would be possible.

    “I rigged that cell-phone to a printer out in the open on the farmland grass and unbelievably got an application form faxed to us right there. We filled it in with father and daughter, and before that week was out the American school had confirmed she had a place. We talked over the arrangement until 3 or 4 in the morning, her parents believed there was little future for their daughter at home compared to what she could achieve after an American education – and so, in return for our acquiring all the parts of the dismantled 540K, agreement was reached which did not involve any direct payment to the farmer.

    “After getting the daughter accepted for school in the US, we cancelled our morning flight from Tallinn and immediately began the several-day process of collecting and packing the parts that the owner for the past 17 years had fastidiously dismantled and dispersed among six different barns. He had been well aware that some factions of the Russian mafia had learned of the valuable piece being stored somewhere in Estonia and dismantling and dispersal seemed to best way to protect the car from theft and/or total destruction at the hands of others.

    “We chartered two planes to come from Helsinki, Finland, and on a foggy night we pulled together a convoy of vehicles, loaded them with all the 540K’s bits, and set off for the airport. We regarded everybody as a potential threat. We believed the police were probably corrupt. Most of the parts were loaded onto an open 18-wheel flat-bed trailer truck, most of the parts in boxes, the body hidden under a tarp. Our other two vehicles were a British postal van, and a Fiat 500… Then in the foggy night we had breakdowns on the way. Finally we arrived within sight of the airfield, which was a real one-horse affair with just one lightbulb showing. We sent a scout ahead while we parked nearby. He came back to say it was OK, so we drove through the gate. It was pitch black as well as foggy when a searchlight came on directly overhead and we absolutely froze. But the light just went out. So we crept forward for another minute or so until a building loomed up out of the gloom and our aircraft were standing there – a Twin Otter and a Guppy freighter.

    “Just as we stopped about a dozen guys appeared. We thought we were toast. The aircraft had com ahead of schedule with only a six-hour permit window. They had only an hour left so we had to load up immediately, and these guys had actually offered to help. We had all the Customs papers stamped, but our fear had been interference from the much-discussed mafia. The freighter was way over-loaded. We’d just ‘guess-timated’ the weight and with all that armour plate I’m sure we got it wrong. It was one huge relief just to get airborne, but an even bigger one when we finally touched down, un-intercepted, in Helsinki, Finland.

    “We then transferred all the parts into a Finnair Boeing 747 Combi, which was quite a performance on its own, and after two hours’ sleep watched the car body being loaded into the Combi’s side door. And then we were off, across the Atlantic, and home into JFK, New York. We shipped the bits on to Connecticut, where they have all been stored for the twenty-on-and-a-half years since – and that’s it…”.

    The Estonian owner’s daughter took her place in the exclusive American boarding school that Autumn. Her parents visited to see her there. She did well and graduated successfully in 1995 – this Mercedes-Benz Aktion P, conceived amidst infamy, had provided first-rate education and a brighter future.

    Today this is an immensely rare Mercedes-Benz, and one with an extraordinary story. It offers a new owner the potential of restoration to its original 540K Cabriolet B configuration, with its 1942-43 Aktion P armoured bodywork otherwise restored or displayed – or total preservation or restoration as existing, as only the world’s third(or third known, surviving, Aktion P 540K. Like its vendor, we are in wonderment at the car’s survival. Born first into glory with Volkswagenwerke AG’s associated birth, ripped apart for wartime armour-plating; somehow miraculously saved from destruction under the Red Army’s bombardment of the Reichskanzellerei Motor Pool; survived postwar use by Soviet generals; threatened yet again in Estonia yet thankfully, ingeniously, saved for posterity.

    Above all, here is a wartime period example of the much-coveted and renowned Mercedes-Benz 540K model, preserved as a variant of period historic significance, and one – above all – whose long history includes a very positive and happy accompaniment. We recommend the closest consideration.

    Should the vehicle remain in the EU, local import taxes of 5% will be applied to the hammer price.


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