<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)
CHRYSLER CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
171196 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
<TABLE>
<CAPTION>
<S> <C>
STEPHEN FRAIDIN, P.C. STEPHEN D. SILBERT, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON CHRISTENSEN, WHITE, MILLER, 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 Person Authorized to Receive Notices and
Communications)
</TABLE>
SEPTEMBER 1, 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.)
<PAGE>
This Amendment No. 19 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, Lee Iacocca and Alfred Boyer (the "Filing Persons"). Terms used and
not defined in this Amendment have the meanings set forth in the Schedule 13D.
1. Item 2 of the Schedule 13D is hereby amended to add the following
information:
* * *
(a-f) On September 1, 1995, Mr. Jerome B. York was named Vice
Chairman of Tracinda Corporation. Information with respect to Tracinda
Corporation's other executive officers has previously been disclosed in
the Schedule 13D.
Mr. York's business address is 4835 Koval Lane, Las Vegas, Nevada
89109. Mr. York's present principal occupation is Vice Chairman of
Tracinda Corporation. Mr. York is a U.S. citizen.
During the last five years, Mr. York has not been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
2. Item 4 of the Schedule 13D is hereby amended to add the following
information:
* * *
(d) Tracinda Corporation may seek the election of Mr. York as a
Director of the Company.
3. Item 6 of the Schedule 13D is hereby amended to add the following
information:
* * *
Tracinda Corporation has entered into a Value Sharing Agreement with
Mr. York, a copy of which is filed as Exhibit 1 hereto, and which is
incorporated by reference.
4. Item 7 of the Schedule 13D is hereby amended to add the following
information:
* * *
1. Value Sharing Agreement, dated
September 1, 1995, between
Tracinda Corporation and Mr. York
5. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the 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
Date: September 5, 1995
77745
<PAGE>
EXHIBIT 99.1
VALUE SHARING AGREEMENT
AGREEMENT made as of September 1, 1995 (this "Agreement") by and
between Tracinda Corporation, a Nevada corporation ("Tracinda"), and Jerome B.
York ("Participant").
WHEREAS, in consideration of the services to be provided by
Participant to Tracinda as contemplated by the Employment Agreement, of even
date herewith, between Tracinda and Participant (the "Employment Agreement"),
and in addition to the consideration payable thereunder, Tracinda and
Participant desire to enter into an agreement pursuant to which Participant will
share a portion of the enhancement in the value of certain investments of
Tracinda, as more fully set forth herein and subject to the terms and conditions
hereof;
NOW, THEREFORE, the parties hereto agree as follows:
1. Participation.
-------------
(a) On the terms and subject to the conditions hereof, Participant
shall be entitled to receive the Applicable Percent (as defined below) of the
Incremental Value (as defined below) with respect to an aggregate of 32,000,000
shares (the "Shares") of Common Stock, $1.00 par value (the "Common Stock"), of
Chrysler Corporation (the "Company") held by Tracinda, and, if the Shares (or
any portion thereof) are exchanged for any property other than cash ("Other
Property"), the Applicable Percent of the Incremental Value with respect to such
Other Property.
(b) For purposes of this Agreement, "Incremental Value" means:
(i) (x) The excess, if any, of (A) the average of the Fair Market
Value (as defined below) of a Share (or of Other Property received per Share) on
each of the 20 trading days immediately preceding the fifth anniversary of the
date of this Agreement over (B) $47.00 (the "Base Price"), multiplied by (y)
32,000,000 minus the sum of (AA) the number of Sold Shares (as defined below)
and (BB) the number of Exercised Shares (as defined below); and
(ii) With respect to any of such 32,000,000 Shares (or Other
Property with respect thereto) that are sold by Tracinda for cash (including
foreclosure by a pledgee or encumbrancer referred to in paragraph 2) and such
sale is consummated while this Agreement remains in force and prior to the fifth
anniversary of the date of this Agreement, the excess, if any, of (x) the actual
net cash proceeds received by Tracinda upon the sale of such Shares or Other
Property over (y) (A) the Base Price, multiplied by (B) the number of Shares
covered by such sale (or, in the case of a sale of Other Property, the number of
Shares for which the Other Property covered by such sale was exchanged) (the
"Sold Shares"); provided that this paragraph 1(b)(ii) shall apply to a maximum
of 32,000,000 Shares (or Other Property with respect thereto) less any
previously Exercised Shares (as defined below); and
(iii) With respect to any of such 32,000,000 Shares (or Other
Property with respect thereto) that are exercised by Participant as permitted by
paragraph 1(d)
<PAGE>
(the "Exercised Shares"), (x) the excess, if any, of (A) the average of the Fair
Market Value (as defined below) of a Share (or of Other Property received per
Share) on each of the 20 trading days immediately preceding the date of exercise
over (B) the Base Price, multiplied by (y) the number of Exercised Shares
exercised by Participant on such date.
(c) For purposes of this Agreement, "Applicable Percent" means:
(i) Six percent (6%) of the Incremental Value of a Share (or of
Other Property received per Share) between the Base Price ($47.00) and $65.00
(the "Step Price"), and
(ii) Three percent (3%) of the Incremental Value of a Share (or of
Other Property received per Share) in excess of the Step Price ($65.00).
(d) While this Agreement remains in force and prior to the fifth
anniversary of the date of this Agreement, the Participant may exercise the
right to receive the Incremental Value with respect to a maximum of 32,000,000
Shares (or Other Property with respect thereto) less any previously Sold Shares
in the following installments:
(i) The Participant may exercise the right to receive the
Incremental Value with respect to a maximum of 8,000,000 Shares (or Other
Property with respect thereto) less any previously Sold Shares on and after the
second anniversary of the date of this Agreement.
(ii) The Participant may exercise the right to receive the
Incremental Value with respect to a maximum of 16,000,000 Shares (or Other
Property with respect thereto) less any previously Sold Shares and Exercised
Shares on and after the third anniversary of the date of this Agreement.
(iii) The Participant may exercise the right to receive the
Incremental Value with respect to a maximum of 32,000,000 Shares (or Other
Property with respect thereto) less any previously Sold Shares and Exercised
Shares on and after the fourth anniversary of the date of this Agreement.
The Participant may make elections to exercise the right to receive the
Incremental Value with respect to Shares (or Other Property with respect
thereto) by written notice delivered to Tracinda specifying the number of Shares
(or Other Property with respect thereto) which are being exercised by
Participant, provided that any election made by Participant hereunder must apply
to the lesser of (A) at least 1,000,000 Shares (or Other Property with respect
thereto) or (B) the remaining number of Shares (or Other Property with respect
thereto) which may then be exercised by Participant. Notwithstanding the
foregoing, Participant will not exercise the right to receive the Incremental
Value with respect to Shares (or Other Property with respect thereto) at any
time that Participant is in possession of material, nonpublic information
concerning the issuer of the Shares (or such Other Property).
(e) In the event of any merger, consolidation, reorganization,
recapitalization, reclassification, stock split, reverse stock split, spinoff,
extraordinary
<PAGE>
distribution, or similar transaction involving the Shares, the number of Shares
and/or the Base Price and Step Price (as applicable) shall be appropriately
adjusted.
(f) For all purposes of this Agreement, the Shares shall not be
segregated from other shares of Common Stock held by Tracinda, it being
understood that any sale of Common Stock consummated while this Agreement
remains in force and prior to the fifth anniversary of the date of this
Agreement, up to a maximum of 32,000,000 shares of Common Stock less any
previously Exercised Shares, shall be deemed a sale of Shares for purposes of
paragraph 1(b)(ii).
(g) Incremental Value shall not be reduced or offset by the amount, if
any, by which the actual net cash proceeds received by Tracinda for any sale of
Shares (or Other Property with respect thereto) is less than the Base Price
multiplied by the number of Shares covered by such sale (or, in the case of a
sale of Other Property, the number of Shares for which the Other Property
covered by such sale was exchanged), but any such Shares shall nonetheless be
considered Sold Shares for purposes of paragraphs 1(b)(i) and 1(b)(iii).
(h) Any payment due to Participant pursuant to this paragraph shall be
paid to Participant, in the case of paragraph 1(b)(i), within thirty (30) days
after the fifth anniversary of the date hereof, in the case of paragraph
1(b)(ii), within thirty (30) days after receipt by Tracinda of the net proceeds
of such sale and, in the case of paragraph 1(b)(iii), within thirty (30) days
after the date of such exercise by the Participant. Tracinda shall have the
right to offset against any such payments due to Participant any amounts which
are due from Participant to Tracinda in accordance with the Employment
Agreement.
(i) "Fair Market Value" shall mean, for any date, the mean between the
high and low sales price on such date, or if no sales price is available for
such date, the mean between the closing bid and asked prices for such date, for
the Common Stock or Other Property (i) as reported by the principal national
securities exchange on which the Common Stock or Other Property is then traded
which reports the highest daily average trading volume during the valuation
period in question, or (ii) if not traded on any such national securities
exchange, as quoted on an automated quotation system sponsored by the National
Association of Securities Dealers. If the Common Stock or Other Property is not
regularly traded on a national securities exchange or any system sponsored by
the National Association of Securities Dealers, the Fair Market Value of the
Common Stock and/or Other Property shall be determined by a nationally
recognized, independent investment banking firm selected by Tracinda in its sole
discretion.
(j) During the term of this Agreement, Participant agrees that,
without Tracinda's prior consent, neither Participant, nor his affiliates and
associates (as such terms are defined in Rule 12b-2 under the Securities
Exchange Act of 1934) other than Tracinda and its affiliates, will engage in
transactions in securities of Chrysler Corporation (Participant's rights under
this Agreement being deemed not to be securities for purposes of this
provision).
(k) Tracinda will indemnify Participant for any claims or liabilities,
and any losses, expenses and adverse consequences arising from such claims or
liabilities, which Participant may incur or suffer as a result of direct or
indirect transactions by Tracinda in
<PAGE>
securities of third parties; provided that such claims, liabilities, losses,
expenses and adverse consequences are not proximately caused by transactions by
Participant, directly or indirectly, in such securities (excluding transactions
in accordance with this Agreement); and provided further that Participant will
tender the defense of any such claim or liability to Tracinda, unless Tracinda
denies its responsibility hereunder to indemnify Participant with respect to
such claim or liability, it being understood that Tracinda will have no
authority to settle any such claim or liability on Participant's behalf without
Participant's prior written consent if such settlement involves any obligation
or waiver of rights by Participant.
2. Control Over Shares.
-------------------
Participant expressly acknowledges that Tracinda retains the right, in its sole
discretion, to make all investment and other decisions with respect to the
Shares, its investment in the Company, or otherwise with respect to the Company,
including without limitation the sole right to determine whether and/or when to
sell or otherwise dispose of any Shares and the consideration to be received in
any such sale or other disposition, whether to enter into, or to approve or
disapprove (including voting the Shares for or against) any merger,
consolidation, reorganization, recapitalization, reclassification, stock split,
reverse stock split or other extraordinary transaction involving Tracinda and/or
the Company. Participant further expressly acknowledges that Tracinda has no
obligation whatsoever to attempt to maximize Incremental Value as defined in
this Agreement, and may make all such investment and other decisions without
regard for the effect of such decisions under this Agreement. Without limiting
the foregoing, Tracinda may pledge, or otherwise create one or more liens or
encumbrances on, all or any portion of the Shares, with respect to new
borrowings, existing borrowings, or otherwise.
3. Term.
----
The term of this Agreement will commence on the date written above and continue
through the last date on which any payment is due hereunder, unless terminated
sooner in accordance with paragraph 4. Following the determination of the
Incremental Value under paragraph 1(b)(i) and the making of any required payment
with respect thereto as well as all amounts which are payable under paragraphs
1(b)(ii) and (iii), Tracinda shall have no further obligation to Participant
with respect to the Shares or any sale or other disposition thereof.
4. Termination.
-----------
(a) This Agreement may be terminated by mutual agreement of
Tracinda and Participant.
(b) This Agreement may be terminated by Tracinda upon Tracinda's
termination of Participant's employment under the Employment Agreement for
"Cause."
(c) Upon a termination of this Agreement pursuant to paragraph
4(b), Tracinda shall have no further obligation to Participant with respect to
the Shares (or Other Property with respect thereto) or any sale or other
disposition of Shares (or Other Property with respect thereto), except to pay
all amounts which are payable to Participant under paragraph 1(h) within 30 days
following the date of termination of this Agreement on account of sales or
<PAGE>
exercises described in paragraphs 1(b)(ii) or (iii) which occur on or prior to
the date of termination of this Agreement.
5. No Lien on Shares.
-----------------
The rights of Participant hereunder constitute an unsecured general obligation
of Tracinda. Participant shall not have, and this Agreement shall not be deemed
to create, any security interest, lien or other encumbrance of any kind
whatsoever, or any legal or equitable interest of any kind whatsoever, in or
with respect to the Shares.
6. Governing Law.
-------------
This Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Nevada.
7. Notices.
-------
Any notice hereunder shall be in writing, shall be delivered by confirmed
facsimile transmission or by overnight courier (with proof of delivery), and
shall be effective upon actual receipt by the addressee, or, if not actually
received before, shall be deemed to have been actually received on the third day
following such transmission or such delivery. Notices shall be delivered as
follows:
To Tracinda:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Facsimile: (702) 737-1177
To Participant:
Jerome B. York
585 Canoe Hill Road
New Canaan, Connecticut 06840
Facsimile: [to be provided]
or to such other address as may be specified by any party hereto in accordance
with this paragraph.
8. Headings.
--------
The paragraph and other headings in this Agreement are inserted solely as a
matter of convenience and for reference and are not a part of this Agreement.
9. Counterparts.
------------
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
10. Entire Agreement/Written Modification.
-------------------------------------
The terms and provisions of this agreement and the Employment Agreement
constitute the entire agreement between the parties and shall supersede all
previous communications, representations or agreement, either verbal or written,
between the parties hereto with respect to this subject matter. This Agreement
may not be enlarged, modified or altered except in writing signed by the
parties.
<PAGE>
11. Expenses.
--------
Tracinda and Participant shall pay their respective fees and expenses in
connection with the negotiation, execution and performance of this Agreement and
the transactions contemplated hereby (other than as provided under the
Employment Agreement).
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
-----------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
/s/ Jerome B. York
-------------------
Jerome B. York
