<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Chrysler Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
171196 10 8
--------------------------------------------------------------------------------
(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)
August 8, 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 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).
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 17 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, Mr. Lee Iacocca, and Mr. Alfred Boyer.
Capitalized terms used and not defined in this Amendment have the meanings set
forth in the Schedule 13D.
1. Item 3 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On August 4, 1995, Mr. Kerkorian entered into a Credit Agreement with Swiss
Bank Corporation, New York Branch, pursuant to which Mr. Kerkorian may borrow up
to $100,000,000 for the purpose of purchasing Shares of the Company. A copy of
the Credit Agreement is attached as an exhibit to this Amendment No. 17 to the
Schedule 13D and is incorporated herein by reference.
2. Items 4 "Purpose of Transaction" and 6 "Contracts, Arrangements,
---------------------- -----------------------
Understandings or Relationships with Respect to Securities of the Issuer" of the
------------------------------------------------------------------------
Schedule 13D are hereby amended to add the following information:
* * *
On August 4, 1995, Mr. Kerkorian entered into the Credit Agreement with
Swiss Bank Corporation, New York Branch, a copy of which is attached as an
exhibit to this Amendment No. 17 to the Schedule 13D and is incorporated herein
by reference.
On August 8, 1995, the Commissioner of Insurance of the State of Michigan
issued the Orders, copies of which are attached as exhibits to this Amendment 17
to the Schedule 13D and are incorporated herein by reference.
<PAGE>
3. Item 7 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 7. Material to be Filed as Exhibits
--------------------------------
(1) Credit Agreement, dated as of August 4, 1995, between Kirk Kerkorian
and Swiss Bank Corporation, New York Branch.
(2) Second Order issued by the Commissioner of Insurance of the State of
Michigan, dated August 8, 1995.
(3) Third Order issued by the Commissioner of Insurance of the State of
Michigan, dated August 8, 1995.
5. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
<PAGE>
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
--------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
Dated: August 8, 1995
<PAGE>
CREDIT AGREEMENT
----------------
CREDIT AGREEMENT (this "Agreement") dated as of August 4, 1995 between KIRK
---------
KERKORIAN, an individual having an office c/o Tracinda Corporation, 4835 Koval
Lane, Las Vegas, Nevada 89109 (the "Borrower"), and SWISS BANK CORPORATION, NEW
--------
YORK BRANCH (the "Bank")
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Bank is willing to make available to the Borrower the credit facility provided
for herein;
NOW, THEREFORE, IT IS AGREED:
1. The Loans. Subject to and upon the terms and conditions set forth
---------
herein, (a) the Bank agrees to make loans to the Borrower at any time and from
time to time prior to August 1, 1997 (the "Expiry Date") for the purpose of
-----------
purchasing shares of Chrysler Corporation ("Chrysler"), and (b) the Bank may in
--------
its sole discretion make loans to the Borrower prior to the Expiry Date for
other purposes; provided, however, that the aggregate outstanding principal
amount of loans hereunder (the "Loans") shall at no time exceed $100,000,000
-----
(One Hundred Million U.S. Dollars).
2. Term of Loans. The maturity date for each Loan shall be agreed upon
-------------
between the Borrower and Bank at the time of the making thereof; no such
maturity date shall, however, fall after the Expiry Date. The Borrower shall
repay each Loan on the maturity date thereof.
3. Interest. Interest shall be payable on the outstanding principal amount
--------
of each Loan at the rate of 0.50% per annum in excess of the Bank's LIBOR Rate
for each period (an "Interest Period") chosen by the Borrower in accordance with
---------------
the terms hereof. Accrued interest shall be payable on the last day of each
Interest Period and every three months after the beginning thereof.
Interest Periods for any Loan shall be of durations of from one week to the
remaining term of the Loan, subject to availability and agreement by the Bank,
provided that no Interest Period shall extend beyond the Loan's maturity date.
Not less than three Business Days prior to the last day of each Interest
<PAGE>
Period, the Borrower shall give the Bank notice by telephone or telex (to be
subsequently confirmed in writing) or in writing (effective upon receipt) of the
duration of the upcoming Interest Period. Should such notice not be timely
received, the Borrower shall be deemed to have chosen an Interest Period of one
month.
Overdue principal and, to the extent permitted by law, overdue interest in
respect of each Loan and any other overdue amount payable by the Borrower
hereunder shall bear interest, payable on demand, at a rate per annum equal to
the Bank's Prime Rate in effect from time to time.
"LIBOR" Rate" shall mean, for each Interest Period for each Loan, an
-----------
interest rate per annum (rounded upward to the nearest whole multiple of 1/16 of
1% per annum) equal to (i) the rate per annum at which deposits in U.S. dollars
are offered for delivery on the first day of such Interest Period by Swiss Bank
Corporation in London, England, to prime banks in the London interbank market at
approximately 11:00 A.M. (London time) two Business Days before the first day of
such Interest Period in an amount substantially equal to the Loan and for a
period equal to such Interest Period.
"Business Day" shall mean a day on which the Bank at its principal place of
------------
business in New York City is open for the purpose of conducting a commercial
banking business, and on which dealings are carried on in U.S. dollars in the
London interbank market.
"Prime Rate" shall mean the rate so designated by the Bank and determined
----------
in accordance with its practice from time to time, it being understood that (i)
the Prime Rate is subject to change from time to time and (ii) the Prime Rate
shall in no event be less than 0.50% in excess of the rate payable by the Bank
from time to time for overnight Federal funds.
4. Increased Costs. If at any time the Bank shall have determined (which
---------------
determination shall, absent manifest error, be final, conclusive and binding on
all parties hereto) that as a result of any change in any applicable law or
governmental rule, regulation or order (including any applicable law or
governmental rule, regulation or order respecting capital adequacy), or any
interpretation thereof, including the enactment of any law or governmental rule,
regulation or order (whether or not having the force of law), the cost to the
Bank of making, funding or maintaining any Loan shall be increased or the yield
to the Bank on such Loan shall be diminished, then the Bank shall promptly
notify the Borrower thereof, showing in reasonable detail the basis for the
calculation of such increased costs or diminished
-2-
<PAGE>
yield, and the Borrower shall pay to the Bank an amount sufficient to indemnify
the Bank thereagainst.
5. Borrowing Requests. The Borrower shall give the Bank at least three
------------------
Business Days' prior notice by telephone or telex (to be subsequently confirmed
in writing) or in writing (effective upon receipt) of his intention to borrow
hereunder, specifying (i) the date, amount and tenor of the proposed Loan, (ii)
the duration of its first Interest Period and (iii) how the proceeds of the
proposed Loan will be used.
6. Payments. All payments made hereunder or under the Note (as
--------
hereinafter defined) shall be made to the Bank in lawful and freely transferable
money of the United States of America in immediately available funds and shall
be made without deductions for any present or future taxes, withholdings,
deductions or any other charges (the "Taxes") imposed or required by any
-----
political or taxing authority, it being understood that the net amount received
by the Bank after payment of the Taxes by the Borrower shall not be less than
the payment provided for hereunder. All payments shall be made to Account No.
101-WA-750131 at the office of the Bank in New York City, or such other office
or account of the Bank in the United States as the Bank shall from time to time
designate. Interest payments shall be calculated for the actual number of days
elapsed on the basis of a 360-day year.
7. Prepayment. Subject to compliance with Section 8 following, Loans
----------
may be prepaid prior to maturity upon three Business Days' prior notice to the
Bank.
8. Funding Costs. If for any reason any Loan is prepaid other than on
-------------
the last day of any Interest Period, as a result of acceleration or otherwise,
or if the Borrower fails for any reason to borrow after the Bank has agreed to
make any Loan, the Borrower shall pay to the Bank, on demand, an additional
amount as shall be required to compensate the Bank for any loss (including loss
of anticipated profits) connected with its reemployment of the amount so prepaid
or of those funds acquired by the Bank to fund the proposed Loan, as the case
may be.
9. Conditions Precedent. The making by the Bank of Loans to the Borrower
--------------------
hereunder is, without limitation, subject to the satisfaction of the following
conditions:
(a) At the time of the making of the first Loan, the Bank shall have
received from the Borrower a duly executed note (the "Note") in the form of
----
Exhibit A hereto.
---------
-3-
<PAGE>
(b) At the time of the making of the first Loan, the Bank shall have
received from the Borrower a duly executed Security Agreement (General
Collateral) in the form of Exhibit B hereto (as amended as set forth herein,
---------
the "Security Agreement"). The Bank's rights under the Security Agreement are
------------------
in addition to the Bank's rights hereunder.
As signed by the Borrower, the agreement set forth as Exhibit B hereto
---------
shall be deemed amended by (i) replacing in line 7 of Section 1 thereof the
words "and dividends" with "(excluding dividends)"; (ii) replacing in Section 3
thereof all text preceding the dash in line 35 thereof with "Upon the occurrence
of an Event of Default (a "Default") under the Credit Agreement dated as of
August 4, 1995 between the undersigned and the Bank"; and (iii) inserting
immediately before the comma in line 1 of Section 9 thereof the words "after the
occurrence of a Default".
(c) At the time of the making of each Loan, the Bank and the Borrower
shall have executed a duly completed Form U-1 of the Board of Governors of the
Federal Reserve System.
(d) At the time of the making of each Loan, all legal matters and
proceedings in connection with the transaction contemplated by this Agreement
shall be satisfactory in form and substance to the Bank and its counsel, and the
Bank shall have received such documents and evidence of proceedings in
connection with the transaction as it shall reasonably request.
(e) At the time of the making of each Loan, and after giving effect
thereto, the Borrower shall have deposited with the Bank assets (together with
such securities or other assets as may subsequently be deposited with the Bank
by the Borrower, the "Collateral") having a Loan Value (as defined in Section 12
----------
hereof) at least equal to the aggregate principal amount of all outstanding
Loans.
(f) At the time of the making of each Loan, and after giving effect
thereto, there shall exist no Event of Default (as hereinafter defined) and no
condition, event or act which, with the giving of notice or lapse of time or
both, would constitute an Event of Default, and all representations and
warranties made by the Borrower herein shall be true and correct with the same
effect as if those representations and warranties had been made on and as of
such date.
10. Representations and Warranties. The Borrower makes the following
------------------------------
representations and warranties, all of which shall survive the execution and
delivery of this Agreement:
-4-
<PAGE>
(a) This Agreement, the Security Agreement and the Note are duly and
properly authorized and executed by the Borrower, and will constitute his legal,
valid and binding obligations enforceable in accordance with their respective
terms.
(b) This Agreement, the Security Agreement and the Note do not and will
not (i) violate any provision of applicable law or any order, rule, regulation,
decree, writ or injunction of any court or administrative body applicable to the
Borrower or the Depositor or (ii) result in any breach of or constitute a
default under any agreement by which the Borrower or his property may be bound
or affected.
(c) The Borrower is the lawful owner of the Collateral free and clear of
all rights of others (except any rights granted by the Borrower to the Bank).
(d) Except as disclosed to the Bank prior to the date of this Agreement,
there is no pending or threatened action, suit or other legal proceeding to
which the Borrower or any entity controlled by him is a party or of which
property of the Borrower or of any entity controlled by him is the subject which
might materially and adversely affect the Borrower or any entity controlled by
him.
(e) All orders, consents, licenses, authorizations or approvals
(including, without limitation, foreign exchange approvals) or the taking of
any other action in respect of any governmental or public body or authority, and
any and all filings or registrations in any public office or elsewhere in
connection with the execution, delivery and performance of this Agreement, the
Security Agreement and the Note have been observed, obtained or effected, as the
case may be.
11. Covenants. The Borrower covenants and agrees that, so long as this
---------
Agreement is in effect or any obligations incurred by the Borrower hereunder
remain unpaid, he will:
(a) Promptly give written notice to the Bank of any condition, event or
act which, with or without the giving of notice or the lapse of time, or both,
would constitute an Event of Default (as hereinafter defined).
(b) Not contract, create, incur, assume, or suffer to exist any mortgage,
pledge, lien or other charge or encumbrance of any kind upon, or grant any
security interest in, any of the Collateral (except in favor of the Bank).
-5-
<PAGE>
(d) Not acquire (with or without proceeds of any Loan), whether alone,
through entities controlled by him, or acting in concert with other persons or
entities, more than 15% of the outstanding shares of Chrysler, or effective
control of Chrysler or any other entity, without the prior approval of the Bank
and Chrysler's or such other target entity's board of directors or equivalent
body, if any Loan is used or has been used to acquire equity of Chrysler or such
other target entity; provided, however, that the Borrower shall be entitled to
conduct one or more consent solicitations or proxy solicitations for
representation on, or control of, the board of directors of any entity.
(e) Provide to the Bank promptly such information as the Bank may
reasonably require from time to time to determine the Loan Value of Collateral,
including information establishing whether securities held as Collateral
constitute Eligible Shares (as defined in Section 12 hereof).
(f) Within a reasonable time after his acquisition thereof, deposit as
Collateral any shares of Chrysler purchased with the proceeds of any Loan.
12. Maintenance of Loan Value; Substitutions and Withdrawals of
-----------------------------------------------------------
Collateral. If at any time the Loan Value of the Collateral shall be less than
----------
the aggregate outstanding principal amount of the Loans, the Borrower shall upon
demand by the Bank either (a) deliver to the Bank additional Collateral
acceptable to the Bank having a Loan Value sufficient to correct such deficiency
or (b) prepay the Loans in an amount sufficient to correct such deficiency.
"Loan Value" shall mean an amount, as calculated by the Bank in accordance
----------
with its practice, equal to (i) 50% of the market value of Eligible Shares, and
of common stock of MGM Grand, Inc., (ii) 95% of the value of cash and cash
equivalents (including Swiss Bank Corporation certificates of deposit and money
market accounts) and (iii) the value assigned by the Bank to any other form of
Collateral (including securities not constituting Eligible Shares or common
stock of MGM Grand, Inc.). "Eligible Shares" shall mean fully marketable
---------------
securities acceptable to the Bank, fully paid and non-assessable, registered
under the Securities Act of 1933 and not constituting "restricted securities" as
defined in Rule 144 under said Act.
All substitutions and withdrawals of Collateral will be subject to the
Bank's approval and Regulation U of the Board of Governors of the Federal
Reserve System.
-6-
<PAGE>
13. Events of Default. If any of the following events ("Events of
----------------- ---------
Default") shall occur and be continuing:
-------
(a) The Borrower shall default in the payment of any amount due hereunder
or under the Note, or in the performance of his obligations under Section 12
hereof, and such default shall continue for three days after notice to the
Borrower from the Bank;
(b) The Borrower shall fail to perform or observe any other term or
covenant contained in this Agreement or the Security Agreement and such failure
shall continue unremedied for 30 days after notice to the Borrower from the
Bank, or any representation or warranty made by the Borrower in this Agreement,
the Security Agreement or any certificate or other document or statement
furnished at any time hereunder or in connection herewith shall prove to have
been incorrect or untrue in any material respect on the date as of which made;
(c) A default or event of default shall occur in respect of any other
obligation or liability of the Borrower to any party in an aggregate amount for
such obligations or liabilities of $10,000,000 or more, the effect of which is
to cause, or to permit the holder of such obligations or liabilities to cause
(with or without the giving of notice or the lapse of time, or both) the
acceleration thereof, or any such obligations or liabilities in such aggregate
amount shall not be fulfilled within any applicable grace period after the due
date thereof;
(d) One or more judgments or decrees shall be entered against the
Borrower involving in the aggregate a liability (not paid or fully covered by
insurance) of $10,000,000 or more, and such judgments or decrees shall not have
been vacated, discharged or stayed or bonded pending appeal within 30 days after
the entry thereof;
(e) The Borrower shall make an assignment for the benefit of creditors or
a composition with creditors, shall generally fail to pay his debts as they
become due, shall file a petition commencing a voluntary case concerning the
Borrower under any reorganization or bankruptcy laws, or an involuntary case
under such laws shall be commenced against the Borrower; or
(f) The Borrower shall die or become mentally incapacitated;
then, and in any such event, the Bank may by notice to the Borrower declare the
Loans and all interest accrued and unpaid thereon, and all other sums due
hereunder, to be immediately due
-7-
<PAGE>
and payable without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower.
The Bank's rights under Section 3 of the Security Agreement are in addition
to the Bank's rights under this Section 12.
The Borrower agrees to provide or procure at his expense such documents and
assistance as the Bank may deem necessary or desirable in order to effect a sale
of any Collateral following an Event of Default hereunder.
14. Assignment; Participations. The Bank shall have the right at any time
--------------------------
(a) to transfer or assign any of its rights or obligations hereunder, under the
Security Agreement or under the Note from the lending office specified in this
Agreement to any other office or subsidiary of the Bank or to make any Loan
provided hereunder through any other such office or subsidiary, (b) to assign
and pledge all or any portion of its rights hereunder, under the Security
Agreement or under the Note to any Federal Reserve Bank, and (c) to grant
participations in its rights hereunder, under the Security Agreement and under
the Note. In the case of any such participation, the participant shall be
entitled to the benefits of Sections 4, 6, and 8 hereof to the extent that the
Bank would be entitled to such benefits if the participation had not been
granted.
15. Disclosure to Chrysler. The Bank shall have the right to inform
----------------------
Chrysler, if and when any Loan is made, (a) that a Loan has been or will be made
to the Borrower, a long-standing private client of the Bank, fully secured by
assets held with the Bank's Private Banking Division, and (b) of the terms of
covenants in this Agreement imposing limits on the acquisition of Chrysler
shares.
16. Governing Law and Jurisdiction: Waiver of Jury Trial. THIS AGREEMENT
-----------------------------------------------------
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
The Borrower hereby irrevocably submits to the jurisdiction of any state or
federal court sitting in New York City with respect to any legal proceeding
arising out of or relating to this Agreement, the Security Agreement or the
Note. The Borrower hereby irrevocably agrees that service of process in any
such proceeding may be made upon the Borrower by mailing a copy of the summons
to such party, by registered or certified mail, at the Borrower's address set
forth in the first paragraph of this Agreement.
-8-
<PAGE>
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY.
17. Indemnity. The Borrower agrees to indemnify, defend, reimburse and
---------
hold harmless the Bank and each of its affiliates, and all the directors,
officers, employees, agents and advisors of the Bank (each, an "Indemnified
-----------
Party") from and against all claims, actions, proceedings, suits, damages,
-----
losses, liabilities, costs and expenses, including the reasonable fees and out-
of-pocket expenses of counsel which may be incurred by or asserted against any
Indemnified Party in connection with, or arising out of, or relating to (a) any
transaction or proposed transaction (whether or not consummated) financed or to
be financed, in whole or in part, directly or indirectly with the proceeds of
any Loan and (b) any investigation, litigation, suit, action or proceeding
(regardless of whether an Indemnified Party is a party thereto) which relates to
the foregoing, unless and to the extent such claim, action, proceeding, suit,
damage, loss, liability, cost or expense was attributable to such Indemnified
Party's negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction. The Borrower at the request of the Bank shall
have the obligation to defend against such investigation, litigation, suit,
action or proceeding or requested remedial or response action, and the Bank, in
any event, may participate in the defense thereof with legal counsel of the
Bank's choice. No action taken by legal counsel chosen by the Bank in defending
against any such investigation, litigation, suit, action or proceeding or
requested remedial or response action shall vitiate or in any way impair the
Borrower's obligations and duties hereunder to indemnify and hold harmless any
Indemnified Party.
18. Expenses. The Borrower agrees to reimburse the Bank for any
--------
out-of-pocket expenses, including reasonable fees and disbursements of legal
counsel, incurred in connection with (a) any commitment by the Bank to make any
Loan, (b) the negotiation, preparation and execution of this Agreement, the
Security Agreement and any documentation related thereto or to any Loan, and (c)
the enforcement of this Agreement, the Security Agreement, the Note or any other
document submitted hereunder or in connection herewith and the preservation of
the Bank's rights hereunder or thereunder.
-9-
<PAGE>
IN WITNESS WHEREOF, the Borrower and the Bank have caused this Agreement to
be duly executed and delivered as of the date first above written.
_________________________________________
KIRK KERKORIAN
SWISS BANK CORPORATION,
NEW YORK BRANCH
By_______________________________________
Title:
By_______________________________________
Title:
-10-
<PAGE>
EXHIBIT A
---------
PROMISSORY NOTE
---------------
U.S. $100,000,000 ____________,19__
FOR VALUE RECEIVED, the undersigned, KIRK KERKORIAN, an individual having
an office c/o Tracinda Corporation, 4835 Koval Lane, Las Vegas, Nevada 89109
(the "Borrower"), hereby promises to pay to the order of SWISS BANK
--------
CORPORATION, NEW YORK BRANCH (the "Bank"), in lawful money of the United States
----
of America, in immediately available funds, at the principal office of the Bank
in New York City, the principal amount of each loan (a "Loan") endorsed on the
----
schedule attached hereto (the "Schedule") on the maturity date thereof.
--------
The Borrower promises also to pay interest on the unpaid principal amount
of each Loan in like money from and including the date of each Loan until paid
in full at the rates and at the times specified in the Agreement referred to
below. Interest shall be calculated for the actual number of days elapsed on
the basis of a 360-day year.
The Borrower hereby authorizes the Bank to endorse on the Schedule the
date, amount and maturity date of each Loan evidenced thereby and all payments
of principal thereof, provided that the failure to make or any error in making
such endorsement shall not affect the obligations of the Borrower to the Bank.
The Bank's records shall constitute prima facie evidence of each Loan and
----- -----
accrued interest thereon.
This note is the Note referred to in the Credit Agreement dated as of
August 4, 1995 between the Borrower and the Bank (the "Agreement") and is
---------
entitled to the benefits thereof.
The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
________________________
KIRK KERKORIAN
<PAGE>
PROMISSORY NOTE
---------------
U.S. $100,000,000 ___________, 19__
FOR VALUE RECEIVED, the undersigned, KIRK KERKORIAN, an individual having
an office c/o Tracinda Corporation, 4835 Koval Lane, Las Vegas, Nevada 89109
(the "Borrower"), hereby promises to pay to the order of SWISS BANK CORPORATION,
--------
NEW YORK BRANCH (the "Bank"), in lawful money of the United States of America,
----
in immediately available funds, at the principal office of the Bank in New York
City, the principal amount of each loan (a "Loan") endorsed on the schedule
----
attached hereto (the "Schedule") on the maturity date thereof.
--------
The Borrower promises also to pay interest on the unpaid principal amount
of each Loan in like money from and including the date of each Loan until paid
in full at the rates and at the times specified in the Agreement referred to
below. Interest shall be calculated for the actual number of days elapsed on the
basis of a 360-day year.
The Borrower hereby authorizes the Bank to endorse on the Schedule the
date, amount and maturity date of each Loan evidenced thereby and all payments
of principal thereof, provided that the failure to make or any error in making
such endorsement shall not affect the obligations of the Borrower to the Bank.
The Bank's records shall constitute prima facie evidence of each Loan and
----- -----
accrued interest thereon.
This note is the Note referred to in the Credit Agreement dated as of
August 4, 1995 between the Borrower and the Bank (the "Agreement") and is
---------
entitled to the benefits thereof.
The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
_______________________________
KIRK KERKORIAN
<PAGE>
EXHIBIT B
---------
SECURITY AGREEMENT
(General Collateral)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in consideration of
financial accommodations given or to be given, or continued, to the undersigned
by or through any office, branch or agency of SWISS BANK CORPORATION (herein
called the "Bank"), hereby agrees with the Bank:
1. All Collateral shall be subject to a limit and security interest in favor
of the Bank, as security for any and all liabilities. The term "Collateral"
shall include (a) all property of every description, now or hereafter in the
possession or custody of or in transit to the Bank, for any purpose, including
safekeeping, collection or pledge for account of the undersigned, or as to which
the undersigned may have any interest, right or power and (b) all substitutions
therefor, all additions thereto (including without limitation, all cash and
dividends and other distributions and all rights, privileges and options
relating to, declared or granted in connection with such property) and the
proceeds thereof. Property in the possession or custody of or in transit to the
Bank shall include property in the possession or custody of or in transit to
anyone for the account of the Bank. The term "Liabilities" shall include all
liabilities, direct or contingent, joint, several or independent of the
undersigned now or hereafter existing, or to become due to, or held or to
be held by, the Bank for its own account or as agent for another or others,
whether incurred directly or acquired by assignment or otherwise.
2. The balance of every account of the undersigned with and each claim of the
undersigned against the Bank existing from time to time shall be subject to a
lien and security interest in favor of the Bank and subject to be set off
against any and all Liabilities, and the Bank may at any time or from time to
time at its option and without notice appropriate and apply toward the payment
of any of the Liabilities the balance of each such account of the undersigned
with, and each such claim of the undersigned against, the Bank and the
undersigned will continue liable to the Bank for any deficiency, with interest.
While any Liabilities are outstanding, the Bank reserves the right not to
release the Collateral if such release would cause the value thereof (after
application of the margins called for under the Bank's credit procedures) to
fall below the Liabilities or other level required by the Bank.
3. Upon non-payment when due of any of the Liabilities, or upon any failure
of the undersigned to deposit with the Bank, such additional collateral as may
from time to time be demanded by the Bank (it being understood that the Bank
may, without limitation, do so if the value of the Collateral (after
applications of the margins called for under the Bank's credit procedures) falls
below the Liabilities or other level required by the Bank) or upon the failure
of the undersigned (or any endorser, guarantor or surety of or for any
Liabilities, including the owner of any other collateral therefor, each of the
foregoing being a "Surety") timely to meet any other obligation to the Bank, or
upon failure of the undersigned or any Surety, to insure in favor of and to the
satisfaction of the Bank any property of the undersigned or such Surety, or if
it appears at any time that any representation in any financial or other
statement of the undersigned or any Surety delivered to the Bank by or on behalf
of the undersigned or such Surety is untrue or omits any material fact, or if
the undersigned or any Surety (if a partnership) being expelled from or
suspended by any securities or commodity exchange, or upon the issuance of any
warrant or order of attachment against any of the property of the undersigned or
any Surety, or upon the commencement of any proceeding under (or the use of any
of the provisions of) Article 57 of the New York Civil Practice Law and Rules by
any judgment, creditor against the undersigned or any Surety or with respect to
any property of the undersigned or any Surety, or upon the making by the
undersigned or any Surety of an assignment for the benefit of creditors, or upon
the application for the appointment or the appointment of a trustee, receiver,
custodian, conservator or similar officer for the undersigned or any Surety or
for any of the property of the undersigned or any Surety, or upon taking
possession by any public official having regulatory powers over the undersigned
or any Surety of any of the property of the undersigned or such Surety for the
purpose of conserving the assets of the undersigned or such Surety, or upon any
proceedings, being commenced by or against the undersigned or any Surety under
any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of
debt, composition, receivership, winding up, liquidation or dissolution of law
of any jurisdiction, or if the undersigned or any Surety shall prove to be in
material violation of any law--then and in any such event at the option of the
Bank, (a) all Liabilities shall become at once due and payable without notice,
presentment, demand of payment or process, which are hereby expressly waived,
and (b) the Bank shall have the right from time to time to sell, resell, assign,
transfer and deliver all or any part of the Collateral of any broker's board of
exchange, or any public or private sale or otherwise, at the option of the Bank
for cash, upon credit or for future delivery, in such period or parcels and at
such time or times and at such place or places, and upon such terms and
conditions as the Bank may deem proper, and in connection therewith may grant
options, all without (except as shall be required by applicable statute and
cannot be waived) advertisement or demand upon or, notice to the undersigned or
right of redemption of the undersigned, which are hereby expressly waived, and
(c) the Bank shall, upon mailing notice to the undersigned) that it so
elects, have from the date of such mailing the right from time to time to vote
any amount of stock representing any Liabilities.
Dated: August, 1995
------------
Witness:
-----------------------------------------
4. Upon each such sale, the Bank may, unless prohibited by applicable statute
which cannot be waived, purchase the whole or any part of the Collateral being
sold, free from any right of redemption, which is hereby waived and released.
5. In the case of each such sale or of any proceedings to collect any
Liabilities, the undersigned shall pay all fees and expenses of every kind for
collection, sale or delivery, including reasonable attorneys' fees, and after
deducting such costs and expenses from the proceeds of sale or collection, the
Bank may apply any residue to pay any Liabilities of the undersigned, who will
continue liable to the Bank for any deficiency with interest.
6. Upon any transfer of the Liabilities, the Bank may retain all or any part
of the Collateral as collateral for all Liabilities retained by the Bank.
7. The Bank may, but is not obligated to, (a) demand, sue for, collect or
receive any money or property at any time due, payable or receivable on account
of or in exchange for any obligation securing any of the Liabilities, (b)
compromise and settle with any person liable on such obligation, and/or (c)
extend the time of payment or otherwise change the terms thereof, as to any
party liable thereon all without incurring responsibility to the undersigned or
affecting any of the Liabilities.
8. The Bank shall not be obligated to take any steps necessary to preserve
any rights in any of the Collateral against prior parties, and, the undersigned
hereby agrees to take such steps. The undersigned shall pay to the Bank all fees
and expenses, including filing and accountable attorneys' fees, incurred by the
Bank in connection with the custody, care, preservation or collection of the
Collateral. The Bank may, but is not obligated to, exercise any or all rights of
conversion or exchange, or similar rights, privileges and options relating to
the Collateral. The Bank shall have no obligation to sell or otherwise solicit
upon any of the Collateral as herein authorized and shall not be responsible for
any failure to do so or for any delay in so doing.
9. The Bank shall have the right at any time and from time to time, without
notice, to (i) transfer into its own name or that of its nominee any of the
Collateral; (ii) notify any obligor on any Collateral to make payment to the
Bank of any amounts due thereon; and/or (iii) take control of any proceeds of
any Collateral.
10. Dividends or calls for collateral, on, or notices to, the undersigned may
be made or given by the Bank by leaving the same at the address given below or
the last known address of the undersigned or by mailing, telegraphing, cabling,
radioing, telephoning or faxing the notice to either such address given below or
the last known address with the same effect as if delivered to the undersigned
in person.
11. The undersigned hereby represents that financial accommodations given to
the undersigned will be used only for permitted purposes, that the Collateral
and any other collateral supporting such financial accommodations is then
rightfully derived property of the party in whose name it is held, and that
there are no pending or threatened proceedings that could result in a
forfeiture of the Collateral or such other collateral. The undersigned agrees to
inform the Bank of any such proceeding, pending or threatened, affecting the
undersigned or any Surety. The undersigned's representations herein shall be
deemed repeated at the time of each financial accommodation given to the
undersigned by the Bank.
12. The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "undersigned" wherever used herein shall mean the
undersigned or any one or more of them.
13. No delay on the part of the Bank in exercising any of its options, powers
or rights, or partial or single exercise thereof, shall constitute a waiver
thereof. Neither this agreement nor any provision hereof may be modified,
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whose enforcement of the modification,
change, waiver, discharge or termination is sought. The options, powers and
rights of the Bank specified herein are in addition to those otherwise now or
hereafter created or existing. The Bank shall have the right, for and in the
name, place and stead of the undersigned, to execute endorsements, assignments
or other instruments of conveyance or transfer with respect to any of the
Collateral.
14. Notice of acceptance of this agreement is waived. This agreement and the
rights and obligations of the Bank and of the undersigned hereunder shall be
governed by and construed in accordance with the law of the State of New York.
Any legal action or proceeding with respect to this agreement may be brought, as
the Bank shall elect, in any state or federal court sitting in New York City, in
any equivalent court of the jurisdiction of any office of the Bank holding any
Liabilities or Collateral, or in any equivalent court of the jurisdiction of the
undersigned's residence or place of business. These presents constitute a
continuing agreement, applying to any and all future, as well as to existing
transactions between the undersigned and the Bank.
KIRK KERKORIAN
-----------------------------------------------
Printed or typed name(s)
-----------------------------------------------
Authorized signature(s)
Address:
---------------------------------------
<PAGE>
EXHIBIT 99.2
STATE OF MICHIGAN
DEPARTMENT OF COMMERCE
INSURANCE BUREAU
Before the Commissioner of Insurance
In the matter of a disclaimer
by Tracinda Corporation with
respect to its acquisition of an Order No. 95-368-M
additional 14 million shares of
the common stock of Chrysler
Corporation
--------------------------------
Issued and entered
this 8th day of August 1995
by D. Joseph Olson
Commissioner of Insurance
SECOND ORDER AMENDING
APPROVAL OF DISCLAIMER
On June 27, 1995, the commissioner of insurance ("commissioner") issued in this
matter his Order Approving Disclaimer ("Order"). The approval of the disclaimer
allowed Tracinda Corporation ("Tracinda") to acquire an additional 14 million
shares of the common stock of Chrysler Corporation ("Chrysler") without securing
the approval of the commissioner.
The commissioner approved the disclaimer based upon his conclusion that Tracinda
would not, by its acquisition of the additional stock, obtain control of
Chrysler Corporation or the Michigan domestic insurers that it owns. The
additional shares would raise Tracinda's percentage of ownership of the
outstanding shares of Chrysler common stock to approximately 13.5%.
At Tracinda's request, the Commissioner issued on July 24, 1995, his Order
Amending Approval of Disclaimer. This amending order provided that the scope of
the approval was strictly limited to Tracinda's proposed acquisition of up to
14.99% of Chrysler common stock.
By a letter dated August 7, 1995, Tracinda requested an additional amendment as
follows:
We hereby request that you amend your Order Approving Disclaimer
dated June 27, 1995, and order Amending Approval of Disclaimer
dated July 24, 1995, to permit Tracinda Corporation ("Tracinda")
<PAGE>
Tracinda Order
August 8, 1995
Page 2
and/or Kirk Kerkorian, to individually or collectively purchase up
to 14.99 percent of Chrysler's common stock by any lawful means
rather than limiting that approval to Tracinda purchasing those
shares pursuant to its tender offer. As you know from our previous
discussion, Mr. Kerkorian is the sole owner of Tracinda.
Each of the representations and agreements made by Tracinda in its
June 26, 1995, and July 24, 1995, letters to you, together with
the terms and conditions of your June 27, 1995, and July, 1995,
Orders remain in effect and are reaffirmed by Tracinda as part of
this request.
All of the reasons that are set forth in the Order for concluding that Tracinda
would not obtain control of Chrysler by acquiring 14.99% of the common stock of
Chrysler are equally persuasive for concluding that control will not be
established whether that 14.99% of stock is owned by Tracinda, Kirk Kerkorian,
or Tracinda and Kirk Kerkorian. It is thus appropriate to further amend the
Order to reflect this conclusion.
Therefore, it is ORDERED that:
1. The first sentence of Paragraph 1 of Part IV of the Order is
amended to read as follows: The scope of this approval is strictly
limited to Tracinda's, Kirk Kerkorian's, or Tracinda's and Kirk
Kerkorian's collective acquisition of up to 14.99% of Chrysler
common stock.
2. Apart from this amendment, all previous restrictions, terms,
conditions, representations, and agreements respecting the Order
continue in full force and effect.
/s/ D. Joseph Olson
-------------------------------
D. Joseph Olson
Commissioner of Insurance
<PAGE>
EXHIBIT 99.3
STATE OF MICHIGAN
DEPARTMENT OF COMMERCE
INSURANCE BUREAU
Before the Commissioner of Insurance
In the matter of a disclaimer
by Tracinda Corporation with
respect to its acquisition of an Order No. 95-368-M
additional 14 million shares of
the common stock of Chrysler
Corporation
--------------------------------
Issued and entered
this 8th day of August 1995
by D. Joseph Olson
Commissioner of Insurance
THIRD ORDER AMENDING
APPROVAL OF DISCLAIMER
Since the manner of acquiring the 14.99% of Chrysler common stock does not
affect the issue of control, and since Tracinda has sought clarification of this
matter by its request of August 7, 1995, the Order entered in this matter June
27, 1995, should be further amended.
Therefore, it is ORDERED that:
1. The first sentence of Paragraph 1 of Part IV of the Order is amended
to read as follows: The scope of this approval is strictly limited to
Tracinda's, Kirk Kerkorian's, or Tracinda's and Kirk Kerkorian's
collective acquisition of up to 14.99% of Chrysler common stock by any
lawful means.
2. Apart from this amendment, all previous restrictions, terms,
conditions, representations, and agreements respecting the Order
continue in full force and effect.
/s/ D. Joseph Olson
-------------------------------
D. Joseph Olson
Commissioner of Insurance
