<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
Chrysler Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
171196 10 8
-----------------------------------
(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 820-8140
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 14, 1994
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
This Amendment No. 8 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed on behalf of Kirk Kerkorian and Tracinda Corporation
("Tracinda"), a Nevada corporation wholly owned by Mr. Kerkorian (Mr. Kerkorian
and Tracinda are collectively referred to hereinafter as the "Filing Persons"),
relating to the common stock, par value $1.00 per share, of Chrysler
Corporation, a Delaware corporation (the "Company"). Capitalized terms used and
not defined in this Amendment have the meanings set forth in the Schedule 13D.
1. Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby
amended and supplemented to add the following:
* * *
Item 4. PURPOSE OF TRANSACTION.
The Filing Persons today filed with the Federal Trade Commission and
the Department of Justice a Notification and Report Form under the Hart-Scott-
Rodino Antitrust Improvements Act (the "HSR Act") seeking clearance to buy up to
15% of the shares of Common Stock of the Company. Upon expiration or early
termination of the 30-day waiting period under the HSR Act, Tracinda intends to
acquire additional shares of Common Stock. The amount and timing of such
purchases will depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices for the Common Stock, the
financial condition, results of operations and prospects of the Company and
general economic, financial market and industry conditions. Depending upon the
foregoing factors, Tracinda also reserves the right to sell shares of Common
Stock in the future.
The Filing Persons also sent today to the Chief Executive Officer and
the Board of Directors of the Company certain letters, copies of which are
included as Exhibits to this Amendment and are incorporated herein by reference.
In addition, Tracinda issued the press release, a copy of which is included as
an Exhibit to this Amendment and is incorporated herein by reference.
Except as expressly amended and supplemented hereby, the text of Item
4 of the Schedule 13D remains in effect without modification.
2. Item 7 of the Schedule 13D is hereby amended and supplemented to add
the following:
* * *
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Letter dated November 14, 1994, to the Chief Executive Officer of
the Company.
B. Letter dated November 14, 1994, to the Board of Directors of the
Company.
C. Press release issued November 14, 1994.
2
<PAGE>
SIGNATURE
After reasonable 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.
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
-------------------------------
Anthony L. Mandekic
Secretary/Treasurer
Dated: November 14, 1994
3
<PAGE>
[TRACINDA CORPORATION
LETTERHEAD]
November 14, 1994
Mr. Robert J. Eaton
Chairman of the Board and
Chief Executive Officer
Chrysler Corporation
12000 Chrysler Drive
Highland Park, MI 48288-1919
Dear Bob:
I have enclosed the letter which I am sending today to the Board of
Directors of Chrysler Corporation. That letter reflects my commitment to the
company as a long-term investor, my confidence in the company's future and, in
that connection, my desire to make an additional investment in the company.
You know the very high regard I have for management's abilities, which
are evidenced by the company's excellent operating performance in recent years.
You also know, however, that I believe that the company's stock price
performance has been very disappointing, and that it is essential that the
company take positive steps to enhance shareholder value. Unfortunately, the
company's failure to be responsive to the interests of all shareholders compels
me to write the enclosed letter.
As always, I would be pleased to discuss my ideas with you.
Sincerely,
Kirk Kerkorian
<PAGE>
[TRACINDA CORPORATION
LETTERHEAD]
November 14, 1994
Board of Directors
Chrysler Corporation
12000 Chrysler Drive
Highland Park, MI 48288-1919
To the Directors:
As you know, I have been a long-term investor in Chrysler Corporation
and the company's largest shareholder since 1990. At the present time I own 32
million shares, or approximately 30 times as many shares as the entire Board of
Directors, taken together. I have stated publicly on a number of occasions, and
I wish to state again in this letter, that I have a very high regard for the
company's management, and I continue to believe that the company's common stock
is an attractive investment. However, despite the company's excellent operating
performance in recent years, the company's stock price performance has been very
disappointing.
Like any other shareholder, my aim is to enhance the value of my
investment in the company. From time to time I have sought to encourage
management of the company to take steps which would benefit all shareholders of
the company. However, these efforts have been summarily rebuffed. While other
companies, for example, McDonnell Douglas Corporation, Ford Motor Company and
others, have taken actions which provided substantial value to shareholders,
Chrysler has not taken any such actions and has continued to accumulate
significant amounts of cash.
Although, as described below, I believe that it is imperative that the
Board of Directors of the company act promptly to invest its surplus cash for
the benefit of all shareholders, thereby increasing shareholder value, I remain
a committed long-term investor in the company. In that regard, I am today filing
a Hart-Scott notification seeking expedited clearance to acquire additional
shares of common stock, and I intend to significantly raise my investment in the
company from its current 9.0% level as soon as clearance is obtained. However,
the ability of shareholders to acquire shares of the company in excess of 9.99%
of the Common Stock and to influence the company and its Board of Directors is
severely inhibited by the company's poison pill.
In view of the company's market capitalization of approximately $18
billion, there is no justification for a poison pill. The majority of companies
with market capitalizations in excess of $10 billion do not have poison pills,
and neither of the other U.S. auto makers has a pill. Furthermore, Chrysler's
poison pill is unusually extreme compared to those of other companies. In the
first place, the pill reserves to the CURRENT directors and their management
hand-picked successors the absolute and exclusive right to amend or redeem the
pill, thereby denying this right to a board comprised of directors approved by
shareholders but not by management. Secondly, the pill literally appears to
prohibit significant shareholders from being represented on the Board of
Directors, since their shares would arguably be aggregated with those of other
directors and officers and the company's employee benefit plans. And thirdly,
the poison pill is triggered by the acquisition of only 10% of the common stock.
In this connection, I would direct
<PAGE>
-2-
your attention to those public companies of which Chrysler's outside directors
are senior executives. Several of those companies do not have a poison pill and,
of those that do -- Northrop-Grumman Corporation, The Boeing Company and K mart
Corporation -- none has a poison pill as extreme as Chrysler's. Indeed, I note
that the K mart pill will be redeemed unless ratified by shareholders at its
1995 annual meeting. Accordingly, I believe that the company's poison pill is
unlawful, inappropriate and contrary to the shareholders' best interests and, in
view of the foregoing and in view of my intention to acquire additional shares
of the company's common stock, I request that the Board of Directors take prompt
action to redeem the pill.
In addition to redeeming the poison pill, I think that the Board of
Directors needs to take the following specific steps in the interests of all
shareholders: (a) undertake a meaningful share repurchase program, to be
completed within 12 months; (b) effect a 2 for 1 stock split; and (c) raise the
quarterly common stock dividend. This program should deliver substantial value
to all of the company's shareholders.
I have a high degree of confidence in Chrysler, in its management and
in this program. Accordingly, if Chrysler undertakes a meaningful share
repurchase program to be completed within 12 months, I am willing to commit
that I will not sell any of my stock while that share repurchase program is in
effect.
As I have emphasized in this letter, my objective is to enhance value
for all shareholders of the company. I believe the steps that I have outlined
here will help to accomplish that objective and, in the interests of all
shareholders, I expect the Board to move expeditiously to that end. If, by
December 15, the Board has not taken action to redeem the poison pill and to
initiate a stock buyback, a stock split and a dividend increase as proposed
in this letter, I intend to take all appropriate steps to pursue these
proposals, including legal action to invalidate the poison pill.
I look forward to your response to the proposals contained in this
letter.
Sincerely,
Kirk Kerkorian
<PAGE>
FOR IMMEDIATE RELEASE Contact: Alex Yemenidjian
(702) 891-3300
TRACINDA INTENDS TO RAISE ITS OWNERSHIP IN CHRYSLER;
KERKORIAN PROPOSES PROGRAM TO ENHANCE SHAREHOLDER VALUE
Las Vegas, Nevada --November 14, 1994--Tracinda Corporation said
today that it intends to raise its ownership interest in Chrysler Corporation
from its current 9.0% level and accordingly is today filing for expedited
clearance under the Hart-Scott-Rodino Act to purchase additional shares of
common stock.
Tracinda also disclosed that its Chairman, Kirk Kerkorian, has
sent a letter to the Board of Directors of Chrysler requesting that the Board
redeem the company's poison pill (which currently is triggered by ownership of
more than 10% of the common stock), initiate a meaningful share repurchase
program to be completed within 12 months, effect a two for one stock split,
and raise its dividend.
Alex Yemenidjian, an executive of Tracinda, said: "We have been
committed long-term investors in Chrysler and continue to believe that Chrysler
is an excellent, well-managed company and an attractive long-term investment,
which is why we intend to acquire additional shares. However, we also believe
that it is essential that Chrysler take action in the interests of all
shareholders to enhance shareholder value and we are confident that the program
that we have proposed will help accomplish that objective."
In his letter to the Chrysler Board, Mr. Kerkorian says: "I have
a high degree of confidence in Chrysler, in its management and in this program.
Accordingly, if Chrysler undertakes a meaningful share repurchase program to be
completed within 12 months, I am willing to commit that I will not sell any of
my stock while that share repurchase program is in effect."
Mr. Kerkorian's letter requests that the Chrysler Board take
action by December 15 to redeem Chrysler's poison pill and to initiate
Tracinda's proposed value enhancement program.
