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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. 23)
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)
October 25, 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. 23 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, 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:
At a meeting on October 25, 1995, Mr. Jerome York, Vice Chairman of
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 October 25, 1995, from Mr. Jerome York 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: October 25, 1995
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[LETTERHEAD OF TRACINDA CORPORATION]
October 25, 1995
Mr. Robert J. Eaton
Chairman and Chief Executive Officer
Chrysler Corporation
12000 Chrysler Drive
Highland Park, Michigan 48288
Dear Bob:
Tracinda Corporation has been an owner and supporter of Chrysler for
more than five years. During this period, Tracinda has raised its ownership to
almost 52 million shares, a significant number of which were purchased at
Chrysler's request. As we have told you in the past, our interests and those of
other shareholders are identical -- we want Chrysler to grow and prosper,
thereby increasing value for all shareholders.
Tracinda has always viewed, and continues to view, its investment in
Chrysler as a long-term investment. Given the magnitude of our position and our
long-term focus, we will continue to actively manage our investment. As you
know, we currently have no intention to acquire Chrysler. We intend to remain
focused on enhancing long-term value for all Chrysler shareholders; we will not
be deterred from that objective.
Among the key areas that we believe are important to Chrysler and all of
its shareholders are the following:
. Changes to ensure appropriate shareholder participation in corporate
governance, including representation on the Board of Directors and
providing shareholders with voting rights on significant corporate
transactions;
. Consideration of additional stock buybacks and other value
enhancement strategies; and
. Continued emphasis on product quality and cost containment.
We have formulated the following proposal based on the premise that you
are working with us in good faith to achieve a mutually satisfactory resolution
which benefits all of Chrysler's constituencies. Our proposal is offered in a
spirit of compromise, in the hope of creating an atmosphere of mutual support:
First and foremost, Jerry York and two other persons to be mutually
agreed upon by Chrysler and Tracinda should join the Board of Directors
of Chrysler. These new Board members would, of course, represent the
interests of all shareholders and would be voted on annually by the
shareholders.
Second, while Chrysler and we share the objective of long-term growth
for the company, it is apparent that we do not appear to agree on
Chrysler's cash retention policy. We believe that a committee of outside
directors should be appointed to review the appropriate size of
Chrysler's cash cushion. We suggest that Chrysler designate one of its
investment bankers to work with Wasserstein Perella to study these
issues. The two bankers would then report jointly to the committee.
Third, we request that Chrysler review its corporate governance
policies and, at a minimum, make the following specific modifications:
. Adopt an anti-greenmail bylaw or charter amendment;
. Require shareholder approval of issuances of significant amounts of
Chrysler's blank check preferred stock and other block placements of
voting stock; and
. Raise the threshold under the company's poison pill rights plan from
15% to 20%.
We believe that all of the elements of this program should be
implemented. We further believe that a majority of Chrysler shareholders will
share our view. We would like to see a prompt and amicable resolution to these
issues, as we believe this would be in the best interests of all involved. In
any event, Tracinda will continue to act in a prudent and determined manner.
If it would be helpful in resolving these issues, we would welcome the
opportunity to meet in person with the Executive Committee of the Board of
Directors or the complete Board to discuss these matters.
Sincerely,
/s/ Jerome B. York
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Jerome B. York
Vice Chairman
cc: Mr. Kirk Kerkorian
