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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 25)
Chrysler Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
171196 10 8
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(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8140
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 3, 1995
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(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.
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This Amendment No. 25 amends and supplements the Statement on Schedule
13D (as previously amended, including pursuant to the Schedule 14D-1 and
amendments thereto previously filed by Tracinda Corporation, a Nevada
corporation wholly owned by Kirk Kerkorian, the "Schedule 13D"), relating to the
common stock, par value $1.00 per share, of Chrysler Corporation, a Delaware
corporation (the "Company"), previously filed by Mr. Kerkorian, Tracinda
Corporation ("Tracinda"), Lee Iacocca, and Alfred Boyer. Terms used and not
defined in this Amendment have the meaning set forth in the Schedule 13D.
1. Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby
amended to add the following information:
Tracinda has been advised by Mr. Iacocca that he has commenced
litigation against the Company seeking recovery of compensatory damages and
other relief in connection with the Company's failure to honor options to
purchase common stock issued to Mr. Iacocca by the Company.
2. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer" is hereby amended to
add the following information:
On November 3, 1995, Tracinda entered into an agreement with Mr.
Iacocca, a copy of which is included as an Exhibit to this Amendment and which
is incorporated herein by reference.
3. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
hereby amended to add the following:
Agreement, dated November 3, 1995, between Tracinda and Mr. Iacocca.
4. Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.
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SIGNATURE
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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
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Anthony L. Mandekic
Secretary/Treasurer
Dated: November 6, 1995
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EXHIBIT 99
AGREEMENT
AGREEMENT made November 3, 1995 (this "Agreement") by and between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and Lee A. Iacocca
("Iacocca").
WHEREAS, the parties to this Agreement have previously entered into a
Consulting Agreement dated May 9, 1995 (the "Consulting Agreement"), and a Value
Sharing Agreement dated as of June 24, 1995 (the "Value Sharing Agreement");
WHEREAS, Iacocca holds options to purchase shares of common stock,
$1.00 par value (the "Common Stock"), of Chrysler Corporation (the "Company"),
granted under stock option or stock compensation plans of the Company as well as
certain appreciation rights related to such Common Stock granted by the Company
(collectively, the "Options"), a portion of which Options Iacocca has sought to
exercise;
WHEREAS, the Company has taken the position that conditions precedent
to the exercise of such Options have not been satisfied, which position is
disputed by Iacocca (the "Dispute"); and
WHEREAS, the parties to this Agreement desire to amend the Consulting
Agreement and the Value Sharing Agreement to provide for certain rights and
remedies of the parties in connection with the foregoing in order to assure,
among other things, that Iacocca will receive at least $42 million in the
aggregate, whether from the Company, Tracinda or both, in respect of his
interest in the Options and his rights under the Value Sharing Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. For the purpose of this Agreement:
"Favorable Outcome" shall mean that Iacocca receives Final Value with
respect to the Options which is equal to or greater than $42 million.
"Fee and Expense Amount" shall mean the aggregate of (i) all legal
fees and expenses incurred by Iacocca on or after the date of this Agreement in
connection with any Action (as defined herein) actually reimbursed by Tracinda
pursuant to this Agreement plus (ii) all legal fees and expenses incurred by
Iacocca prior to the date of this Agreement in anticipation of or in connection
with any Action actually reimbursed by Tracinda.
"Final Value" shall mean, without duplication, the sum of (a) all cash
payments due or damages (including compensatory damages, punitive damages,
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penalties, interest and any other amounts) awarded to Iacocca pursuant to any
Settlement or Judgment, as the case may be, plus (b) the product of (i) the
excess of (x) the Fair Market Value (as defined in the Value Sharing Agreement)
of a share of Common Stock for the 20 trading days ending on the date of entry
of a Judgment or execution of a Settlement, as the case may be, over (y) the
exercise price per share of Common Stock, multiplied by (ii) the number of
Options which Iacocca is permitted to exercise pursuant to such Judgment or
Settlement, plus (c) the Fair Market Value of any other property to be received
by Iacocca pursuant to any Judgment or Settlement, plus (d) an amount equal to
the product of (i) the excess of (x) the Fair Market Value as of the date of
exercise of a share of Common Stock over (y) the exercise price per share of
Common Stock, multiplied by (ii) the number of Options exercised by Iacocca, if
Iacocca is permitted to exercise any Options for any reason other than by reason
of the entry of a Judgment or the execution of a Settlement, plus (e) the amount
of cash or the Fair Market Value as of the date of receipt of any other property
(other than Common Stock) received by Iacocca upon the sale or exchange of any
Options if Iacocca is permitted to sell or exchange such Options for any reason
other than by reason of the entry of a Judgment or the execution of a
Settlement.
Final Value shall be deemed to have been "received" (i) for purposes
of clauses (a), (b) and (c) of the preceding paragraph, at the time of entry of
a Judgment or execution of a Settlement, as the case may be, (ii) for the
purpose of clause (d) of the preceding paragraph, at the time of exercise of any
Option, and (iii) for the purpose of clause (e) of the preceding paragraph, at
the time of sale or exchange of any Option.
"Judgment" shall mean a final judgment with respect to the Dispute of
a court of competent jurisdiction which is no longer subject to appeal or
review.
"Settlement" shall mean a binding settlement agreement between Iacocca
and the Company with respect to the Dispute.
"Value Sharing Payment" shall mean each payment (including the Minimum
Payment (as defined herein)) due to Iacocca under Section 1(b)(i) or 1(b)(ii) of
the Value Sharing Agreement.
2. In the event that Iacocca is a party to any actions, suits or
proceedings arising out of, resulting from or relating to the Dispute (each, an
"Action"), Tracinda shall reimburse Iacocca for the reasonable legal fees and
expenses of one firm of primary legal counsel to Iacocca and one firm of local
legal counsel (each of which counsel shall be reasonably acceptable to Tracinda)
incurred on or after the date of this Agreement in connection with any such
Action, as such reasonable legal fees and expenses are incurred, up to a maximum
of $2,000,000. Iacocca shall control any Action, but Iacocca shall, and shall
cause counsel to Iacocca to, coordinate and consult with Tracinda and its legal
counsel in connection with any Action.
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3. (a) Unless there is a Favorable Outcome to the Dispute,
notwithstanding any provision of the Value Sharing Agreement to the contrary, no
Value Sharing Payment shall be made by Tracinda to Iacocca, except to the extent
that, when added to the sum of (i) any Value Sharing Payments previously made to
Iacocca and (ii) any amounts of Final Value previously received by Iacocca, such
payments would not exceed $42 million in the aggregate.
(b) If any event shall occur (whether a Judgment, a Settlement or any
other event) as a result of which there will not be a Favorable Outcome to the
Dispute, upon the payment by Tracinda of all amounts payable to Iacocca under
the Value Sharing Agreement as amended by this Agreement, the Value Sharing
Agreement shall terminate.
4. (a) If a Favorable Outcome to the Dispute has not theretofore
occurred, at the time provided in paragraph (f) of Section 1 of the Value
Sharing Agreement with respect to amounts payable pursuant to paragraph (b)(i)
of such Section 1, Tracinda shall pay to Iacocca an amount (the "Minimum
Payment") equal to the excess, if any, of (x) $42 million over (y) the sum of
(1) any amounts of Final Value previously received by Iacocca and (2) any Value
Sharing Payments previously made to Iacocca pursuant to paragraph (b)(ii) of
Section 1 of the Value Sharing Agreement.
(b) Unless there is a Favorable Outcome to the Dispute, within 10 days
following any event which results in Iacocca receiving Final Value which, when
added to any Value Sharing Payments previously made to Iacocca and any Final
Value previously received by Iacocca, would exceed $42 million, Iacocca shall
pay to Tracinda an amount in cash equal to such excess; provided that the
aggregate amount payable by Iacocca to Tracinda pursuant to this paragraph shall
not exceed the aggregate amount of Value Sharing Payments previously received by
Iacocca.
(c) If there is a Favorable Outcome to the Dispute: (i) within 10 days
following such Favorable Outcome, Tracinda shall pay to Iacocca the excess of
(x) the sum of (A) any Value Sharing Payments previously earned but not
theretofore paid to Iacocca (because of Section 3 of this Agreement or
otherwise) and (B) any amounts paid by Iacocca pursuant to paragraph (b) of this
Section (other than amounts in respect of any Minimum Payment included in the
Value Sharing Payments referred to in paragraph (b) of this Section) over (y)
the Fee and Expense Amount; (ii) Iacocca shall be entitled to receive, in
accordance with Section 1 of the Value Sharing Agreement, any Value Sharing
Payments earned by Iacocca after the date of such Favorable Outcome (less any
portion of the Fee and Expense Amount not previously offset under clause (i) or
repaid under clause (iii) of this paragraph); and (iii) if any portion of the
Fee and Expense Amount has not previously been repaid by Iacocca or offset by
Tracinda under clauses (i) and (ii) of this paragraph and/or the Minimum
Payment, if any, paid pursuant to paragraph (a) of this Section exceeds the
Value Sharing Payments actually earned by Iacocca under Sections 1(b)(i) and
1(b)(ii) of the Value Sharing Agreement prior to the
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date the Minimum Payment is made (the excess of such Minimum Payment, if any,
over the Value Sharing Payments actually earned by Iacocca prior to the date the
Minimum Payment is made being the "Excess Amount"), within 10 days following the
receipt by Iacocca of any Final Value in respect of the Options or the Dispute,
Iacocca shall pay to Tracinda an amount in cash equal to the lesser of (x) such
Final Value and (y) the portion of the Fee and Expense Amount and/or the Excess
Amount, if any, which has not previously been repaid by Iacocca or offset by
Tracinda pursuant to this paragraph.
5. Iacocca acknowledges and agrees that the rights of Iacocca under
this Agreement are in lieu of any rights and remedies of Iacocca under Sections
3, 4 and 5 of the Consulting Agreement arising out of, resulting from or
relating to (but only arising out of, resulting from or relating to) the Options
and any other agreements, plans or arrangements with any party other than
Tracinda to which Iacocca is a party or under which Iacocca may have any rights
to payments, compensation or benefits (collectively, "Other Agreements"), and
Iacocca hereby irrevocably waives any and all rights under Sections 3, 4 and 5
of the Consulting Agreement with respect to (but only with respect to) the
Options and any Other Agreements.
6. Iacocca hereby represents and warrants that, except for Iacocca
and Tracinda, no person has any interest in or rights with respect to the
Options or under this Agreement, the Consulting Agreement or the Value Sharing
Agreement.
7. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Nevada.
8. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
9. The terms and provisions of this Agreement, the Consulting
Agreement and the Value Sharing Agreement constitute the entire agreement
between the parties hereto and shall supersede all previous communications,
representations or agreements, either verbal or written, between the parties
hereto with respect to this subject matter. This Agreement may not be enlarged,
modified or altered except in writing signed by the parties.
10. Except as expressly modified hereby, the Consulting Agreement and
the Value Sharing Agreement remain in effect without amendment or modification.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
TRACINDA CORPORATION
By:/s/ Anthony L. Mandekic
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Anthony L. Mandekic
Secretary/Treasurer
/s/ Lee A. Iacocca
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Lee A. Iacocca
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