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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. 12 )*
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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 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 this 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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CUSIP No. 171196108 SCHEDULE 13D Page 2
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(1) Names of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
KIRK KERKORIAN
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds
AF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
U.S.A
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 36,000,000 SHARES
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(8) Shared Voting
Power
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(9) Sole Dispositive
Power
36,000,000 SHARES
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,000,000 SHARES
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /x/
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(13) Percent of Class Represented by Amount in Row (11)
9.75%
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(14) Type of Reporting Person
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 171196108 SCHEDULE 13D Page 3
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(1) Names of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TRACINDA CORPORATION
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds
BK
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
NEVADA
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 36,000,000 SHARES
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(8) Shared Voting
Power
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(9) Sole Dispositive
Power
36,000,000 SHARES
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,000,000 SHARES
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
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(13) Percent of Class Represented by Amount in Row (11)
9.75%
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(14) Type of Reporting Person
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 171196108 SCHEDULE 13D Page 4
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(1) Names of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
LEE IACOCCA
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF; 00
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
USA
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 2,125,626 SHARES
--------------------------------------------------
(8) Shared Voting
Power
173,750 SHARES
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(9) Sole Dispositive
Power
2,125,626 SHARES
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(10) Shared Dispositive
Power
173,750 SHARES
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,299,376 SHARES
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
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(13) Percent of Class Represented by Amount in Row (11)
0.6%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment No. 12 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to the common stock, par value $1.00 per
share (the "Common Stock"), of Chrysler Corporation, a Delaware corporation
(the "Company"), previously filed by Kirk Kerkorian and Tracinda Corporation,
a Nevada corporation wholly owned by Mr. Kerkorian ("Tracinda"), to add
certain information with respect to Lee A. Iacocca (Mr. Kerkorian, Tracinda,
and Mr. Iacocca are collectively referred to hereinafter as the "Filing
Persons"). Capitalized 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:
* * *
Item 2. IDENTITY AND BACKGROUND.
(a-f) The persons filing this Schedule 13D are Kirk Kerkorian, Tracinda
and Lee Iacocca. Information with respect to Mr. Kerkorian and Tracinda has
previously been disclosed in this Schedule 13D.
The address of Mr. Iacocca is 30 Scenic Oaks Drive South, Bloomfield
Hills, Michigan 48013. Mr. Iacocca is a private investor and the former
Chairman of the Board and Chief Executive Officer of Chrysler Corporation.
Mr. Iacocca is a U.S. citizen.
Through a Board membership position at the Iacocca Foundation, a
registered charitable foundation, Mr. Iacocca may be deemed to share
dispositive power and voting power over shares held by the Iacocca Foundation
with the other four Board members of the foundation. The name, business or
residence address, present principal occupation and the name, principal
business and address of any corporation or other organization in which such
employment is conducted is set forth in item 5 of this Amendment for each of
the other four Board members of the Iacocca Foundation.
During the last five years, none of the persons identified in response
to this item has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) 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 3 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock and stock options beneficially owned
by Mr. Iacocca were issued to Mr. Iacocca under compensation plans and stock
grants in connection with his employment by the Company. The source of funds
for the exercise of stock options held by Mr. Iacocca will be Mr. Iacocca's
personal funds. Mr. Iacocca's basis in the 389,306 shares of Common Stock
directly owned by him is $11,236,345.87. His basis in the 173,750 shares of
Common Stock held by the Iacocca Foundation was $1,979,625.
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3. Item 4 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 4. PURPOSE OF TRANSACTION.
The information previously reported pursuant to Item 4 of this Schedule
13D with respect to Mr. Kerkorian and Tracinda is hereby restated in its
entirety with respect to each of the Filing Persons.
4. Item 5 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a - b) Mr. Iacocca has the sole power to vote and the sole power to
dispose of 389,036 shares of Common Stock, which shares are held in a revocable
grantor trust.
Mr. Iacocca owns options to purchase 1,736,590 shares of Common Stock.
Except for options to purchase 39,000 shares which become exercisable on
June 11, 1995, all other options are currently exercisable.
Through a Board membership position at the Iacocca Foundation, a
registered charitable foundation which holds 173,750 shares of Common Stock,
Mr. Iacocca may be deemed to share dispositive power and voting power over
these shares of Common Stock with the other four Board members of the
foundation. The name, business or residence address, present principal
occupation and the name, principal business and address of any corporation or
other organization in which such employment is conducted is set forth below
for each of the other four Board members of the Iacocca Foundation:
(i) Kathryn Iacocca Hentz, 17 Arlington Street, Boston, MA 02116,
President of the Iacocca Foundation, a registered charitable foundation
located at 17 Arlington Street, Boston, MA 02116.
(ii) William R. Winn, retired, 5305 Brookdale, Bloomfield Hills, MI
48304.
(iii) Leo-Arthur Kelmenson, Chairman & CEO of Bozell Worldwide Inc.
(advertising), 40 West 23rd St., New York, NY 10010.
(iv) Glenn White, retired, 5530 Crabtree Rd., Birmingham, MI 48301.
Each of the foregoing individuals is a U.S. citizen.
Based on information contained in the Company's Form 10-Q for the
quarterly period ended March 31, 1995, the percentage of Common Stock
beneficially owned by Mr. Iaccoca is 0.6%.
Each of Mr. Kerkorian and Tracinda, on the one hand, and Mr. Iacocca, on
the other hand, expressly disclaims beneficial ownership of all shares of
Common Stock held by the other.
(c) Mr. Iacocca has not effected any transaction in the shares during
the past 60 days.
(d) None.
(e) Not applicable.
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5. Item 6 of the Schedule 13D is hereby amended to add the following:
* * *
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On April 12, 1995, Tracinda issued a press release, a copy of which was
previously filed as an Exhibit to this Schedule 13D and incorporated herein
by reference, disclosing that Tracinda intends to acquire the remaining
equity interest in the Company through an entity organized by Tracinda, for
$55.00 per share of Common Stock in cash. The press release further disclosed
that Mr. Iacocca will join Tracinda as a substantial investor in the
transaction. The amount and terms of such participation by Mr. Iacocca have
not yet been determined. In addition, there have been discussions between
Tracinda and Mr. Iacocca regarding Mr. Iacocca's compensation in connection
with the transaction. However, while it is intended that Mr. Iacocca will
be compensated, no contract, arrangement or understanding has been reached
by Tracinda and Mr. Iacocca with respect to such matters.
6. Item 7 of the Schedule 13D is hereby amended to add the following:
* * *
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Joint Filing Agreement dated April 14, 1995, among the Filing Persons.
7. Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on Schedule 13D.
Page 7
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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 14, 1995
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JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D, and any amendments thereto with respect to the beneficial
ownership by the undersigned of shares of Chrysler Corporation, is being
filed by Tracinda Corporation on behalf of each of the undersigned. 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.
Dated: April 14, 1995
By: /s/ Lee A. Iacocca
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Name: Lee A. Iacocca
By: /s/ Kirk Kerkorian
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Name: Kirk Kerkorian
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
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Anthony L. Mandekic
Secretary/Treasurer
