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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. 10)*
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. 10 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 today 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 AN EXHIBIT.
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]
FOR IMMEDIATE RELEASE Contact: Alex Yemenidjian
(702) 737-8060
TRACINDA INTENDS TO ACQUIRE 100 PERCENT OF CHRYSLER
Las Vegas, Nevada -- April 12, 1995 - Tracinda Corporation, which owns
approximately 10% of the outstanding common stock of Chrysler Corporation
(NYSE:C), announced today that it intends to acquire the remaining 90% of
Chrysler's equity through an entity organized by Tracinda. Holders of Chrysler's
common stock would receive $55.00 per share in cash, a premium of approximately
40% over the closing price of common stock on April 11, 1995. Tracinda's
approximately $2 billion investment will remain as equity after the transaction.
Based upon the 415 million fully diluted outstanding shares of Chrysler common
stock, the total value of Chrysler's equity would be more than $22.8 billion.
Alex Yemenidjian, an executive of Tracinda, said: "As Chrysler's largest
shareholder, our goal over the last 5 years has been to seek to enhance value
for all Chrysler shareholders. We continue to believe that Chrysler's Board of
Directors and Bob Eaton and his management team have done an excellent job of
managing the Company's operations. However, despite the efforts of Chrysler's
Board and management to enhance the market value of the Company, the market
continues to undervalue Chrysler stock. We think that Chrysler shareholders will
welcome our offer which enables them to realize significantly increased value
for their stock."
Mr. Yemenidjian continued: "We believe this value can be achieved in a
transaction which involves no fundamental changes in Chrysler, its business
prospects, its management, and its relationships with its various
constituencies; there would be no
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planned workforce reductions and no concessions would be sought from Chrysler
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 proposed change would be to provide Chrysler's
shareholders with a substantial premium for their shares."
Former Chrysler Chairman and CEO, Lee Iacocca, who is also a director of
MGM Grand, will join Tracinda as a substantial investor in this transaction.
Mr. Iacocca said, "Kirk Kerkorian has been a friend of both Chrysler and of
mine for years. Since his initial investment in 1990, he has been a loyal
shareholder and a strong supporter of the company, its management and its
employees.
"I have invested 17 years in this company. I have no interest in actively
participating in management. I view this transaction as an opportunity to
continue my investment in Chrysler as a show of support for its first rate
management, its excellent labor force, its strong dealer network, and its
investors."
Mr. Yemenidjian stressed that this will not be a highly leveraged
transaction. "This is not a leveraged buyout, where assets need to be sold to
help finance the transaction. The buyers are principals who are investing their
own money. In fact, after the proposed 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."
Mr. Yemenidjian added: "Given the strong financial position of Chrysler and
the significant equity component of this transaction, which would include
Tracinda's entire investment in Chrysler, it is apparent to us that this
transaction is readily financeable. We anticipate that Chrysler would continue
to have a conservative balance sheet after the transaction. We also expect to
consider foreign strategic alliances or partnerships in order to maximize
Chrysler's global business opportunities."
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CHRONOLOGY OF TRACINDA'S INVESTMENT IN CHRYSLER
The following dates refer to 13D filings with the SEC issued by Tracinda
Corporation and substantive communications between Mr. Kirk Kerkorian and the
Board of Directors of Chrysler Corporation.
DECEMBER 14, 1990:
Tracinda announced that it had become the beneficial owner of 22 million shares
of Chrysler common stock valued at approximately $272,165,000 at an average cost
of $12.37 per share. The purchase was made solely for the purpose of investment
and reflected the high regard held by Mr. Kerkorian and Tracinda for the
Chrysler management and its Chairman.
OCTOBER 10, 1991:
Tracinda announced the purchase of an additional 6 million shares of Chrysler
common stock at an average price of $10.125 per share, for investment purposes
only. The WALL STREET JOURNAL said that this investment gave a big boost to the
Chrysler Corporation's oversubscribed 35 million share stock offering.
AUGUST 6, 1992
In a letter filed with the SEC, Mr. Kerkorian requested a meeting with board
members of Chrysler. He said that he was interested in learning whether
shareholder interests required more attention following the retirement of the
Company's Chairman at the end of the year. Mr. Kerkorian reiterated his
confidence in Mr. Iacocca's ability to achieve shareholder value as well as
to revitalize the Company. The FINANCIAL TIMES commented that Chrysler's
financial picture had improved substantially since Mr. Kerkorian made his
initial investment.
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AUGUST 18, 1992:
As a result of his discussions with members of Chrysler's Board, Mr. Kerkorian
said he was convinced that the interests of the shareholders would be well
represented by the current Board and Mr. Iacocca's successor. He withdrew his
request for representation and added that he was pleased with his investment in
Chrysler and enthusiastic about the Company's prospects.
FEBRUARY 5, 1993:
Tracinda announced the purchase of 4 million shares, which were part of an
offering of Chrysler of 46 million shares, at $38.75 per share. It said that it
was for investment purposes only.
NOVEMBER 14, 1994:
In a letter to Chrysler's Board of Directors, Mr. Kerkorian spelled out specific
steps he would like the Board to take to revitalize the stock. An analyst at
S.G. Warburg said, "Chrysler can afford a modest buyback and still have plenty
of cash."
At the same time Mr. Kerkorian filed under the Hart-Scott-Rodino Act for
permission to increase his holdings in Chrysler to 15 percent. He reiterated
Tracinda's high regard for Chrysler's management and confidence in the Company's
future.
DECEMBER 29, 1994:
Pursuant to clearance under the Hart-Scott-Rodino Act and the agreement by the
Board and management of Chrysler to a series of steps to enhance shareholder
value, Tracinda reported purchases of Chrysler aggregating 4 million shares at
an average of approximately $47 per share. A number of analysts said this was a
positive move and credited Mr. Kerkorian with stimulating the Chrysler Board to
take action.
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