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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. 11)*
Chrysler Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
171196108
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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
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 12, 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.
*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).
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This Amendment No. 11 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.
Tracinda sent today to the Chief Executive Officer and Chairman of the
Board of Directors of the Company a letter, a copy of which is included as an
Exhibit to this Amendment, and which is incorporated herein by reference. In
addition, Tracinda issued a 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 April 12, 1995, to the Chief Executive Officer of the
Company.
B. Press release issued April 12, 1995.
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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
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Anthony L. Mandekic
Secretary/Treasurer
Dated: April 12, 1995
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[TRACINDA CORPORATION LETTERHEAD]
April 12, 1995
Mr. Robert J. Eaton
Chairman of the Board and
Chief Executive Officer
Chrysler Corporation
12000 Chrysler Drive
Highland Park, Michigan 48288
Dear Mr. Eaton:
Tracinda Corporation ("Tracinda") is pleased to make an offer to purchase
all outstanding shares of Common Stock of Chrysler Corporation ("Chrysler" or
the "Company"), at a purchase price of $55 per share in cash. The purchase
price represents a premium of approximately 40% over the closing price of the
Common Stock on April 11, 1995, the last trading day prior to the date of this
letter, and, based upon the approximately 415 million fully diluted outstanding
shares of Chrysler Common Stock, values the equity of the Company at more than
$22.8 billion.
The transaction we are proposing involves no fundamental changes in the
Company, its business prospects, its management and its relationships with its
various constituencies. As we have stated previously, we recognize the role the
Company's management has performed. We believe management's continued efforts
are crucial to the future operational success of the Company, and our proposal
contemplates no change in senior management of the Company. Importantly, there
are no planned workforce reductions and no concessions would be sought from
employees. We are eager to work with the leaders of Chrysler's union workers
and with management to ensure that all employees see tangible benefits from this
transaction. The only change we propose is to provide the Company's
shareholders with a substantial premium for their shares.
Our proposal is subject to the execution and delivery of a definitive
agreement relating to this transaction. The agreement would contain customary
terms and conditions, including conditions with respect to the receipt of all
necessary corporate approvals by the Company, the obtaining of all required
governmental and regulatory approvals, and the obtaining of financing. Given
the strong financial position of Chrysler and the significant equity component
of the transaction, which will include Tracinda's entire equity investment in
the Company, it is apparent to us that this transaction is readily financeable.
Now that information regarding our proposal is
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Mr. Robert Eaton
April 12, 1995
publicly available, we will promptly contact potential sources of financing so
that our financing arrangements can be completed as soon as possible. We
anticipate that Chrysler will continue to have a conservative balance sheet
following the transaction. In fact, after the transaction is completed,
Chrysler will have a lower debt-to-capital ratio than either General Motors or
Ford, and its free cash flow will remain virtually unchanged without any
reduction in the Company's capital expenditures program.
We recognize that the Board of Directors has the fiduciary duty to maximize
value for all shareholders. Accordingly, we will not request any lock up or no
shop provisions that could in any way curtail the ability of the Board to
discharge its duties. We believe that, if the Company responds promptly to our
proposal, this transaction can be completed by year end.
This transaction affords Chrysler shareholders the opportunity to receive a
significant premium for their Chrysler stock, without adversely impacting the
Company's employees and retirees, labor organizations, creditors, customers,
suppliers, dealers and the communities in which Chrysler does business. Under
these circumstances, we believe that this transaction is in the best interests
of Chrysler, its shareholders and all other constituencies.
We look forward to meeting with you to discuss this proposal further. We
are eager to proceed promptly and, accordingly, would appreciate hearing from
you at your earliest convenience.
Sincerely,
TRACINDA CORPORATION
By: /s/ Anthony Mandekie
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Anthony Mandekie
Secretary/Treasurer
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FOR IMMEDIATE RELEASE Contact: Alex Yemenidjian
702-737-8060
TRACINDA SENDS LETTER TO CHRYSLER ON
ACQUISITION PROPOSAL
Las Vegas, Nevada - April 12, 1995 - Tracinda Corporation said today it
has sent a letter to the Chairman and CEO of Chrysler Corporation (NYSE: C)
in which it set forth its proposal to acquire all outstanding common shares
of Chrysler at a purchase price of $55.00 per share.
According to the letter, the transaction is subject to the execution and
delivery of a definitive agreement which would contain customary terms and
conditions with respect to the receipt of all necessary governmental and
regulatory approvals, and the obtaining of financing.
"Now that information regarding our proposal is publicly available,
we will promptly contact potential sources of financing so that financing
arrangements can be completed as soon as possible," Tracinda's letter noted.
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Tracinda stressed that it recognizes the Chrysler Board's fiduciary duty
to maximize value for all shareholders. "Accordingly," the letter said, "we
will not request any lock up or no shop provisions that could in any way
curtail the ability of the Board to discharge its duties."
Tracinda said that if the Company responds promptly, this transaction can
be completed by year end.
In its letter Tracinda reiterated its previously stated intention to make
no fundamental change in the Company, its business prospects, its management
or its relationships with its various constituencies.
The letter also reiterated Tracinda's intention to work with the leaders
of Chrysler's union workers and with management "to ensure that all employees
see tangible benefits from this transaction."
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