TRACINDA CORP
SC 13D/A, 1995-10-05
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 22)

                             Chrysler Corporation
- -------------------------------------------------------------------------------
                               (Name of Issuer)

                    Common Stock, par value $1.00 per share
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                  171196 10 8
- -------------------------------------------------------------------------------
                                (CUSIP Number)

     Stephen Fraidin, P.C.                       Stephen D. Silbert, Esq.
     Fried, Frank, Harris,                      Christensen, White, Miller,
      Shriver & Jacobson                               Fink & Jacobs
      One New York Plaza                   2121 Avenue of the Stars, 18th Floor
   New York, New York 10004                    Los Angeles, California 90067
        (212) 859-8140                                 (310) 553-3000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
                                Communications)

                                October 5, 1995
- -------------------------------------------------------------------------------
            (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 
schedule 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 statment 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.
<PAGE>
 
        This Amendment No. 22 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 (the "Shares"), of Chrysler Corporation,
a Delaware corporation (the "Company"), previously filed by Mr. Kerkorian, 
Tracinda Corporation ("Tracinda"), Lee Iacocca and Alfred Boyer (the "Filing 
Persons").  Terms used and not defined in this Amendment have the meaning 
set forth in the Schedule 13D.

        1.  Item 4 of the Schedule 13D is hereby amended to add the following 
information:

                On October 5, 1995, Mr. Kerkorian sent a letter to Mr. Robert 
        Eaton, Chairman and Chief Executive Officer of the Company, a copy of
        which is attached as an Exhibit hereto and which is incorporated herein
        by reference.

        2.  Item 7 of the Schedule 13D is hereby amended to add the following:

                Letter dated October 5, 1995, from Mr. Kirk Kerkorian to Mr. 
        Robert Eaton, Chairman and Chief Executive Officer of the Company.

        3.  Except as specifically provided herein, this Amendment does not 
        modify any of the information previously reported on the Schedule 13D.


                                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:    Anthony L. Mandekic
                                            -------------------------
                                        Name:  Anthony L. Mandekic
                                        Title: Secretary/Treasurer

Date:  October 5, 1995

<PAGE>
                                                                    EXHIBIT 99.1

 
                                October 5, 1995

Mr. Robert J. Eaton
Chairman of the Board and Chief Executive Officer
Chrysler Corporation
12000 Chrysler Drive
Highland Park, MI 48288-0001

Dear Bob:

In reading your remarks of October 3, 1995, I note that you once again suggested
that Tracinda would seek to benefit at the expense of other shareholders or 
consider "greenmail."

To remove any ambiguity on this point, Tracinda is asking the Chrysler Board to 
immediately put in place an appropriate amendment to the by-laws to ensure that 
no shareholder receives any benefit for its shares that is not equally available
to all shareholders.

If the Board believes it is appropriate to seek shareholder approval prior to 
adopting such a provision, we hereby commit the votes of all our shares to such 
a proposal.

                                Sincerely,


                                Kirk Kerkorian


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