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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. 27)
Chrysler Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
171196 10 8
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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
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 20, 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.
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This Amendment No. 27 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 ("Tracinda"), Lee Iacocca, and Alfred Boyer. Terms used
and not defined in this Amendment have the meaning set forth in the Schedule
13D.
1. Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby amended
to add the following information:
Subsequent to a meeting with the Company on November 20, 1995, Tracinda
delivered a letter to the Company, a copy of which is included as an Exhibit to
this Amendment, and which is incorporated herein by reference.
2. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
hereby amended to add the following:
Letter, dated November 20, 1995, from Mr. Jerome York, Vice Chairman
of Tracinda, to Mr. Robert Eaton, Chairman and Chief Executive Officer of the
Company.
3. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
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SIGNATURE
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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: November 20, 1995
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EXHIBIT 99
[LETTERHEAD OF TRACINDA CORPORATION]
November 20, 1995
Mr. Robert J. Eaton
Chairman of the Board and
Chief Executive Officer
Chrysler Corporation
12000 Chrysler Drive
Highland Park, MI 48288-0001
Dear Bob:
We appreciate having had the opportunity to meet with you today to
discuss Chrysler's 90-day corporate governance review process. We continue to
believe that our discussions together have been helpful and have the potential
for resolving issues.
As we have discussed with you, it is extremely important that this
process be objective. We believe this process should involve each of the
following elements: (1) procedural fairness, including active participation by
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your outside directors, the opportunity for Tracinda to communicate directly
with other Chrysler shareholders regarding our proposals and this process, and
an understanding of your schedule for meeting with Chrysler shareholders; (2) a
balanced presentation of all of the proposals contained in Tracinda's letter of
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October 25, 1995; and (3) impartial reporting on the results of this process,
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including interim status reports, and the involvement of a neutral party or
independent expert to explain all sides and to report to shareholders. We also
would like to have the opportunity to express our views directly to the Board.
As you know, in order to communicate our views directly to other
Chrysler shareholders, it is required that we make appropriate filings with the
SEC since the Chrysler Board does not include a person affiliated with Tracinda.
Accordingly, we plan to file preliminary proxy soliciting materials promptly
with the SEC. The materials will relate to Chrysler's 1996 Annual Meeting of
Shareholders. We will not currently solicit or accept proxies for use at that
meeting, but reserve the right to do so in the future depending upon a number of
factors, including the response of Chrysler shareholders to the process to be
conducted over the next two and a half months. This filing is being made solely
so that we can take part in the very process that you have designed and is of
course not a hostile act.
Bob Lanigan's and your statements at our meeting today that none of our
proposals have been prejudged by the Board, that the Board would control and
monitor this process and that management would take a neutral position regarding
our program during this process were encouraging. The skepticism of the
financial media regarding your process might well be eliminated if Chrysler
would issue a press release to that effect. This is particularly true, since
certain recent statements attributed to Chrysler representatives reflect an
apparent rush to judgment regarding certain elements of our program. In your
letter to Tracinda of November 2,
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Mr. Robert J. Eaton
November 20, 1995
Page 2
1995, you stated that "the Chrysler Board of Directors will consider all of
[Tracinda's] proposals as part of its overall governance review [and]... will
take all of them seriously". However, the response attributed to Chrysler with
regard to my inclusion on its Board of Directors appears to suggest either that
I would not be cognizant of my fiduciary duties to all Chrysler shareholders or
that it is contrary to the interests of all shareholders that any Board member
be affiliated with a significant shareholder. As you are aware, all directors
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have a fiduciary duty to all shareholders. As a former Chrysler and IBM
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director, I fully appreciate my fiduciary responsibilities. Your Board members,
in the aggregate, own less than 0.1% of Chrysler's outstanding shares; we own
51,900,000 shares or 13.6% of Chrysler's outstanding shares. We purchased our
shares for cash, the way other shareholders do - we received no grants of shares
and exercised no stock options. Unlike management, we have sold no shares in the
past five years. It should be self-evident that shareholders are better served
by a Board which has substantial equity ownership than by a Board comprised of
members having little or no stock ownership. Moreover, the inclusion on the
Chrysler Board of an outside director with substantial and broad experience in
the automotive industry can only benefit all Chrysler shareholders and other
Chrysler stakeholders.
Our preliminary proxy materials will indicate that we propose
replacing Joseph Antonini as a director. While we can imagine that Mr.
Antonini's perspective has been valuable to Chrysler, Tracinda believes that my
broad background and experience in both the automotive industry and at Chrysler,
including as CFO, would enable me to make a substantial contribution to the
Chrysler Board.
We were perplexed by the disclosure in your November 2, 1995
press release that the Chrysler Board in April of this year adopted a policy
restricting certain issuances of preferred stock. We do not understand why this
policy was not previously disclosed or your reluctance to provide us with a copy
of the policy.
We also noted your apparent immediate rejection of our proposal
for a review of Chrysler's cash retention policies by a committee of outside
directors. Of course, the establishment of such a committee would not diminish
the ultimate authority and responsibility of the full Chrysler Board to act on
the committee's recommendations. In our view, having an independent committee
review this issue with its own independent advisers can only be beneficial to
Chrysler, and we are disturbed that an issue of this significance to all
Chrysler shareholders appears to have been prejudged.
Tracinda has been an owner and supporter of Chrysler for more
than five years. No element of our program would benefit Tracinda at the
expense of other shareholders. We believe that these proposals are important to
all shareholders, will strengthen Chrysler and should not be inconsistent with
the interests of Chrysler's management.
Sincerely,
/s/ Jerome B. York
Jerome B. York
Vice Chairman
