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. 1)
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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. Stephen Silbert,
Esq.
Fried, Frank, Harris, Shriver & Jacobson Christensen, White,
Miller, Fink & Jacobs
One New York Plaza 2121 Avenue of the
Stars
New York, NY 10004 Eighteenth Floor
(212) 859-8000 Los Angeles, CA 90067
(310) 553-3000
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This Amendment No. 1 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, par value $1.00 per share (including the associated
Preferred Stock Purchase Rights) of Chrysler Corporation, a Delaware
corporation, at a purchase price of $50.00 per Share, net to the seller
in cash.
Item 10. Additional Information.
(f) The information set forth in the press release attached hereto as
Exhibit (a) (9) 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)(9) - Press Release issued by Offeror on June 27, 1995.
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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: June 27, 1995
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(9) - Press Release issued by Offeror on June 27, 1995
<PAGE>
FOR IMMEDIATE RELEASE
Contact: George Sard/Anna Cordasco Michael Claes
Sard Verbinnen & Co. Burson Marsteller
(212) 687-8080 (212) 614-5236
TRACINDA COMMENCES PREVIOUSLY ANNOUNCED CASH
TENDER
OFFER FOR 14 MILLION CHRYSLER SHARES AT $50.00 PER
SHARE
LAS VEGAS, NV, June 27, 1995 -- Tracinda Corporation announced
today that it has commenced its previously announced cash tender offer
for up to 14 million shares of common stock of Chrysler Corporation
(NYSE: C) at a price of $50.00 per share. The tender offer is not
subject to financing.
In addition to customary conditions, the tender offer is
conditioned on exemption from or the non-applicability of a Michigan
insurance statute. The statute is presumed to apply to an owner of 10%
or more of Chrysler's outstanding common shares because Chrysler has
insurance operations in Michigan. These operations represent an
insignificant amount of Chrysler's total assets.
The tender offer and withdrawal rights will expire at 12:00
midnight, New York City time, on July 25, 1995, unless extended.
Wasserstein Perella & Co., Inc. is the dealer-manager for the
tender offer. D.F. King is the information agent.
The tender offer materials are being filed with the Securities and
Exchange Commission. Copies of these materials may be obtained by
calling D.F. King at 1-800-290-6424.
