SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND AMENDMENT TO SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
CHRYSLER CORPORATION
(Name of Subject Company)
TRACINDA CORPORATION
(Bidder)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
171196 10 8
(CUSIP Number of Common Stock)
Anthony L. Mandekic
Tracinda Corporation
4835 Koval Lane
Las Vegas, NV 89109
(702) 737-8060
(Names, Address and Telephone Numbers of Persons Authorized to Receive
Notices and Communications on Behalf of Bidder)
Copies to:
Stephen Fraidin, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8000
Stephen Silbert, Esq.
Christensen, White, Miller, Fink & Jacobs
2121 Avenue of the Stars
Eighteenth Floor
Los Angeles, CA 90067
(310) 553-3000
<PAGE>
This Amendment No. 5 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed on June 26,
1995, relating to a tender offer by Tracinda Corporation, a Nevada
corporation (the "Offeror"), to purchase up to 14,000,000 shares of
common stock (the "Shares"), par value $1.00 per share (including the
associated Preferred Stock Purchase Rights) of Chrysler Corporation, a
Delaware corporation (the "Company"), at a purchase price of $50.00 per
Share, net to the seller in cash (the "Offer").
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
Item 5 is hereby amended to add the following:
Given the number of Shares tendered pursuant to the Offer and
subject to (i) market conditions, (ii) obtaining the requisite
exemption, waiver or approval of the Michigan Insurance Bureau, and
(iii) obtaining any necessary financing, the Offeror, from time to
time following the payment for Shares accepted for purchase pursuant to
the Offer, may purchase additional Shares in open market transactions or
otherwise to increase its beneficial ownership of Shares (including
Shares held by members of any group of which the Offeror may be deemed
a member) up to 14.99% of the outstanding Shares.
Item 10. Additional Information.
(f) The information set forth in Exhibits (a) (18) and (a) (19) is
incorporated herein by this reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding thereto the following exhibits:
(a)(18) - Press Release issued by Offeror on July 25, 1995.
(a)(19) - Press Release issued by Offeror on July 26, 1995.
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<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 26, 1995
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
______________________________
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
/s/ Kirk Kerkorian
______________________________
Kirk Kerkorian
3
<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(18) - Press Release issued by Offeror on July 25, 1995.
(a)(19) - Press Release issued by Offeror on July 26, 1995.
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FOR IMMEDIATE RELEASE
Contact: George Sard/Anna Cordasco Michael Claes
Sard Verbinnen & Co. Burson-Marsteller
(212) 687-8080 (212) 614-5236
TRACINDA SAYS CHRYSLER OFFER IS OVERSUBSCRIBED
LAS VEGAS, NV, July 25, 1995 -- Tracinda Corporation announced
today that its $50 per share tender offer for up to 14 million shares of
Chrysler Corporation (NYSE:C) common stock is oversubscribed.
Tracinda said more than 50 million Chrysler shares had been
tendered as of 6 p.m. EDT.
The tender offer expires tonight at 12 midnight EDT and Chrysler
shares may be tendered or withdrawn until that time. Pursuant to the
offer, Tracinda will purchase 14 million Chrysler shares on a pro rata
basis. After purchasing 14 million shares, Tracinda will hold 50
million Chrysler shares, or approximately 13.1% of its outstanding
shares (based on 382.4 million shares outstanding as of June 30, 1995).
"We are obviously very pleased with the results of the tender
offer. Tracinda has been Chrysler's largest shareholder for nearly five
years, and it has never sold a share of its stock. We continue to
believe Chrysler is a good investment, and we remain committed to
enhancing value for all Chrysler shareholders," said Stephen D. Silbert,
a Tracinda representative.
<PAGE>
FOR IMMEDIATE RELEASE
Contact: George Sard/Anna Cordasco Michael Claes
Sard Verbinnen & Co. Burson-Marsteller
(212) 687-8080 (212) 614-5236
TRACINDA COMPLETES TENDER OFFER FOR 14 MILLION
CHRYSLER SHARES AT $50.00 PER SHARE
LAS VEGAS, NV, July 26, 1995 -- Tracinda Corporation announced
today that it has successfully completed its tender offer for 14 million
shares of common stock of Chrysler Corporation (NYSE: C) at a price of
$50.00 per share.
The tender offer expired at 12:00 midnight, New York City time,
last night. According to a preliminary count by the depository for the
tender offer, approximately 58,515,981 Chrysler shares were tendered
(including approximately between 13 to 14 million shares tendered by
guaranteed delivery). Pursuant to the terms of the offer, Tracinda will
purchase 14 million validly tendered Chrysler shares on a pro rata
basis. Tracinda expects to announce the results of proration and to
commence paying for accepted shares on or about August 3, 1995. After
purchasing 14 million shares, Tracinda will hold 50 million Chrysler
shares, or approximately 13.1% of its outstanding shares (based on 382.4
million shares outstanding as of June 30, 1995).
"We are obviously very pleased with the results of the tender
offer. Tracinda has been Chrysler's largest shareholder for nearly five
years, and it has never sold a share of its stock. We continue to
believe Chrysler is a good investment, and we remain committed to
enhancing value for all Chrysler shareholders," said Stephen D. Silbert,
a Tracinda representative.
