<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 32)
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
- --------------------------------------------------------------------------------
(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)
February 8, 1996
- --------------------------------------------------------------------------------
(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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CUSIP No. 171196 10 8 SCHEDULE 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KIRK KERKORIAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
51,900,000 Shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
51,900,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,900,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 171196 10 8 SCHEDULE 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRACINDA CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
50,000,000 Shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
50,000,000 Shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 171196 10 8 SCHEDULE 13D Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALFRED BOYER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
5,000 Shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
5,000 Shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 32 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 2 of the Schedule 13D, "Identity and Background," is hereby
amended to add the following:
On February 8, 1996, Mr. Iacocca withdrew as a member of the group
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended) filing this Schedule 13D (the "Schedule 13D Group"), and the
remaining Filing Persons ceased to have any arrangement, understanding or
relationship with Mr. Iacocca with respect to any securities of the Company
(other than the agreements attached to this Amendment).
* * *
2. Item 4 of the Schedule 13D, "Purpose of Transaction," and Item 6
of the Schedule 13D, "Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer," are hereby amended to add the
following:
On February 8, 1996, the Company and Tracinda issued a joint press
release, a copy of which is included as an Exhibit to this Amendment, and which
is incorporated herein by reference.
On February 8, 1996, Tracinda and Mr. Kerkorian entered into the
following agreements, copies of which are filed as Exhibits to this Amendment
and incorporated herein by reference: (i) a Letter Agreement among Tracinda,
Mr. Kerkorian and the Company; (ii) a Standstill Agreement among Tracinda, Mr.
Kerkorian and the Company; (iii) a Litigation Settlement Agreement among
Tracinda, Mr. Kerkorian, the Company and Mr. Iacocca; and (iv) an Agreement
between Tracinda and Mr. Iacocca relating to the termination of arrangements,
understandings and relationships between Mr. Iacocca and Tracinda with respect
to securities of the Company.
* * *
5 of 7
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3. Item 5 of the Schedule 13D, "Interest in Securities of the Issuer,"
is hereby amended to add the following:
(a) As a result of the withdrawal of Mr. Iacocca as a member of the
Schedule 13D Group, the Filing Persons taken together are the beneficial owners
of 51,905,000 Shares or approximately 13.7% of the Shares outstanding, based
upon the number of Shares outstanding as disclosed to Tracinda by the Company.
(c) On January 19, 1996, Mr. Boyer renewed his Long Term Equity
Anticipation options, which will now expire in 1997.
* * *
4. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
hereby amended to add the following:
1. Joint press release issued by the Company and Tracinda on February
8, 1996.
2. Letter Agreement dated February 8, 1996, among Tracinda,
Mr. Kerkorian and the Company.
3. Standstill Agreement among Tracinda, Mr. Kerkorian and the
Company, dated as of February 8, 1996.
4. Litigation Settlement Agreement dated as of February 8, 1996,
among Tracinda, Mr. Kerkorian, the Company and Mr. Iacocca.
5. Agreement dated February 8, 1996, between Tracinda and Mr.
Iacocca.
* * *
5. Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.
6 of 7
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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
------------------------
Anthony L. Mandekic
Secretary/Treasurer
Dated: February 8, 1996
7 of 7
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EXHIBIT 1
February 8, 1996
Contacts: For Tracinda: George Sard or
Anna Cordesco (212) 687-8080
For Chrylser: Steve Harris (313) 958-3164
CHRYSLER CORPORATION AND TRACINDA ANNOUNCE AGREEMENT
AUBURN HILLS, MICH., and LAS VEGAS, NEV., February 8, 1996 - Chrysler
Corporation and Tracinda Corporation, Kirk Kerkorian's holding company,
announced today that they have reached an agreement outlining their future
relationship. The terms of the agreement, which was approved today by Chrysler's
Board of Directors and Tracinda, include the following:
. James D. Aljian has been elected to the Chrysler Board of Directors,
effective immediately. Aljian is a longtime Tracinda executive and
Chairman of the Lincy Foundation, Kirk Kerkorian's charitable
foundation.
. Tracinda and Kirk Kerkorian have entered into a five-year standstill
agreement under which they have agreed not to increase their current
level of ownership of Chrysler stock and to sell shares pro rata as
required to not exceed that percentage as a result of Chrysler share
repurchases, to vote their shares proportionately with other
shareholders, and not to solicit proxies or enter into any activity
aimed at a change of control of Chrysler or its Board.
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-2-
. Chrysler will increase its planned $1 billion stock buyback for
calendar year 1996 to $2 billion, and expects to repurchase an
additional $1 billion of stock in 1997. Both actions are subject to
market and general economic conditions. The additional buyback
program is to be funded with cash from operations and asset sales in
excess of its cash reserve needs and requirements for its core
business.
. Chrysler will continue to pursue the sale of non-automotive assets,
including its defense and rental car subsidiaries and non-essential
assets of Chrysler Financial Corporation consistent with market and
general economic conditions.
. Chrysler also reaffirmed its policy of returning to shareholders,
through additional stock buybacks or increased dividends, cash in
excess of its $7.5 billion cash reserve target which is not needed for
investments in its core business. The Company also reaffirmed its
policy of reviewing its cash reserve target periodically in light of
changing business and economic conditions and the objective of
maintaining competitiveness, particularly in cyclical downturns.
It was also announced today that all lawsuits and claims between
Chrysler and its former Chairman, Lee A. Iacocca, have been settled.
<PAGE>
-3-
Under an agreement between Tracinda Corporation and Mr. Iacocca,
Tracinda has paid $32 million to Mr. Iacocca based on circumstances related to
the non-exercisability of his Chrysler stock options and SARs. Chrysler has paid
$21 million to Mr. Iacocca as part of this overall settlement, canceled Mr.
Iacocca's stock options and SARs, and received a release from Mr. Iacocca of all
claims related to his stock options and SARs. Mr. Iacocca has also withdrawn
from the Kerkorian group, terminated all other agreements with Tracinda, and
entered into a five-year standstill and a two-way non-disparagement agreement
with Chrysler.
"This agreement creates substantial economic benefits for all Chrysler
shareholders," said Mr. Kerkorian. "As a major Chrysler investor since 1990, we
have long believed the Company has the potential to generate significant
long-term value for shareholders. We are pleased that we now have the framework
for a constructive relationship."
"Kirk Kerkorian has been a long-term and important investor in Chrysler
and we are very pleased that we could resolve these issues which will allow the
Chrysler team to remain focused on building value for all of our shareholders
and on building high-value cars and trucks for consumers," said Chrysler
Chairman and CEO Robert J. Eaton. "We welcome Mr. Aljian to the Board and we
look forward to his future contributions."
<PAGE>
-4-
Aljian joined U.S. Rubber Company in 1957 after service in the U.S.
Army. He joined Ernst & Ernst in 1960 and Tracinda Corporation in 1965.
In addition to his current position at Tracinda, he is a Director and
Chairman of the Lincy Foundation and a director of MGM Grand, Inc.
Aljian has a B.S. in accounting from the University of California at
Berkeley, received his California CPA in 1962 and an MBA in 1965 from Golden
Gate University.
<PAGE>
EXHIBIT 2
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
February 8, 1996
Mr. Kirk Kerkorian
c/o Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
STANDSTILL AND SETTLEMENT AGREEMENTS
Dear Mr. Kerkorian:
Chrysler Corporation ("Chrysler" or the "Company") has advised you as
follows (references herein to the Kerkorian Group being to yourself, Tracinda
Corporation, ("Tracinda") your and Tracinda's affiliates, Lee A. Iacocca
("Iacocca") and Alfred Boyer (together, the "Kerkorian Group"):
(a) Chrysler's Board of Directors is electing James D. Aljian as a
director of Chrysler at the February 8, 1996 meeting of its Board Directors,
it being understood that Mr. Aljian will abide by the standards of conduct and
loyalty applicable to all Chrysler directors;
(b) Chrysler is announcing an increase in its share repurchase
program for 1996 to a total of $2.0 billion and a share repurchase program for
1997 of $1.0 billion, such repurchases in all cases to be subject to market
and general economic conditions;
(c) The Chrysler Board has reaffirmed its policy of returning to
shareholders, through share repurchases or dividends, cash which is generated
by the Company's operations or realized from sales of non-automotive and other
assets noted below and is in excess of the Company's cash reserve target and
is not to be utilized in its core automotive business;
(d) The Chrysler Board also has indicated that it will continue to
review periodically Chrysler's current long-term cash reserve target of $7.5
billion and
<PAGE>
its cash reserve policy in light of changing business and economic conditions
and the objective of keeping the Company globally competitive, especially
during cyclical downturns;
(e) Chrysler has also indicated that it will also continue to pursue
the sale of non-automotive assets, including its defense and rental car
subsidiaries and non-essential assets at Chrysler Financial Corporation,
subject to the exercise by the respective Boards of Directors of Chrysler and
its subsidiaries of their fiduciary duties; and
(f) The Chrysler Board is adopting today by-laws reflecting existing
Board policies restricting the issuance of blank check preferred stock (as
previously agreed with CREF) and restricting greenmail, in the forms attached
hereto as Exhibits A and B. A copy of Chrysler's press release with respect to
the foregoing matters is attached as Exhibit C.
In light of the foregoing and the consideration reflected below,
Chrysler, on the one hand, and Tracinda and you, on the other hand, agree as
follows:
(a) DISENGAGEMENT OF KERKORIAN ADVISORS. Tracinda will terminate,
within 30 days from the date of this agreement, except for the continuance of
monetary and indemnification obligations of Tracinda in accordance with the
terms of such arrangements summarized in the Kerkorian Group's Schedule 13D,
all of its arrangements, as the same relate to Chrysler, with its financial,
corporate governance, and proxy solicitation advisors, such terminations to be
solely at Kerkorian's cost and expense;
(b) STANDSTILL AGREEMENT. Chrysler, you and the Tracinda are
entering into the Standstill Agreement attached hereto as Exhibit D;
(c) LITIGATION SETTLEMENT AGREEMENT. Chrysler, you, Tracinda and
Iacocca are entering into the Litigation Settlement Agreement attached hereto
as Exhibit E, under which, among other things, Iacocca is releasing his stock
option and stock appreciation rights claims against Chrysler, is withdrawing
from the Kerkorian Group, is terminating all his agreements with Tracinda and
is entering into a standstill agreement with Chrysler, and for Chrysler to
make a payment of $21.0
2
<PAGE>
million, less applicable withholding tax, to Iacocca, and
(d) PUBLIC ANNOUNCEMENTS. Chrysler and you are issuing statements
regarding the matters outlined herein in the forms attached hereto as Exhibit
F. The statement by you expresses your support of Chrysler's management and
business strategy. Neither Chrysler nor Tracinda or you will make any public
statements that disparage the other.
If the foregoing correctly sets forth our understanding, please
execute the enclosed copy of this letter and return the same to the
undersigned.
Very truly yours,
CHRYSLER CORPORATION
By _______________
Agreed on February __, 1996
-----------------------
KIRK KERKORIAN
TRACINDA CORPORATION
By
----------------
3
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EXHIBIT 3
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Kirk Kerkorian
c/o Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
February 8, 1996
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
Standstill Agreement
--------------------
Dear Sirs:
Tracinda Corporation, a Nevada corporation wholly owned by Kirk
Kerkorian ("Kerkorian"; Kerkorian and Tracinda Corporation, together with all
of their current and future affiliates and associates, are hereinafter
referred to as "Tracinda"), has filed with the Securities and Exchange
Commission a statement of beneficial ownership on Schedule 13D reporting that
Tracinda is the Beneficial Owner (such term as used in this Agreement being as
defined in the Company's Rights Agreement, as amended as of the date of this
Agreement) of 51,900,000 shares of Common Stock, par value $1.00 per share
("Common Stock"), of Chrysler Corporation (the "Company"), constituting 13.75%
of the outstanding Voting Securities (as defined in Section 3) of the Company
(such shares, together with all Voting Securities subsequently acquired by
Tracinda, the "Tracinda Shares").
Tracinda and the Company are entering into this Agreement to define
the future relationship between Tracinda and the Company in consideration of
the mutual covenants contained herein.
<PAGE>
1. Tracinda's Representations and Warranties. Tracinda represents
-----------------------------------------
and warrants to the Company that: (a) Tracinda is duly authorized to execute,
-
deliver and perform this Agreement; (b) this Agreement has been duly executed
-
by Tracinda, is a valid and binding agreement of Tracinda, and is enforceable
against Tracinda in accordance with its terms; (c) the execution, delivery and
-
performance by Tracinda of this Agreement does not violate or conflict with or
result in a breach of or constitute (or with notice or lapse of time or both
constitute) a default under Tracinda's Certificate of Incorporation, By-laws,
or any agreement to which Tracinda is a party; (d) the Tracinda Shares
-
beneficially owned by Tracinda have been acquired for Tracinda's own account;
and (e) Tracinda is the beneficial owner of 51,900,000 shares of Common Stock,
-
which represent all of the Voting Securities beneficially owned by Tracinda on
the date hereof.
2. Company's Representations and Warranties. The Company represents
----------------------------------------
and warrants to Tracinda that: (a) the Company had outstanding as of January
31, 1996 377,955,453 shares of Common Stock, and since such date has
repurchased fewer than 508,000 shares of Common Stock and has issued 37,255
shares of Common Stock upon exercise of options; (b) the Common Stock is the
Company's only outstanding class of Voting Securities; (c) the Company is duly
authorized to execute, deliver and perform this Agreement; (d) this Agreement
has been duly executed by the Company, is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms; and (e)
the execution, delivery and performance by the Company of this Agreement does
not violate or conflict with or result in a breach of or constitute (or with
notice of or lapse of time or both constitute) a default under the Company's
Certificate of Incorporation or By-Laws or under any agreement to which the
Company is a party.
3. Restrictions on Transfers; Registration Rights.
----------------------------------------------
(a) Restrictions on Transfers. Tracinda agrees that, prior to
--------------------------
December 31, 1997, it will not, directly or indirectly, sell, transfer or
otherwise dispose of any interest in the Tracinda Shares without the prior
written consent of the Company, provided, that Tracinda may transfer Tracinda
--------
Shares (i) to any corporation, partnership or other entity wholly-owned by
-
Tracinda,
2
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(ii) to any trust the sole beneficiaries of which are Kerkorian and/or
--
Kerkorian's family members or any charitable trust or charitable foundation
established by Tracinda, Kerkorian and/or Kerkorian's family members, provided
--------
that such trust, charitable trust or charitable foundation either (y) enters
-
into a standstill agreement with the Company containing terms and conditions
substantially equivalent to those in this Agreement or (z) is and remains
-
during the term of this Agreement an affiliate of Kerkorian; (iii) to any
---
person who Tracinda believes, after due inquiry, would Beneficially Own
immediately after any such sale or transfer less than 5% of the outstanding
Voting Securities, (iv) to any person who Tracinda believes, after due
--
inquiry, would be entitled to report Beneficial Ownership of Voting Securities
on Schedule 13G under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (v) in a registered broad-distribution underwritten public
-
offering, (vi) to the Company, (vii) pursuant to any tender offer or exchange
-- ---
offer which is recommended by the Board of Directors of the Company, or (viii)
----
to any other person who enters into a standstill agreement with the Company on
terms and conditions substantially equivalent to those in this Agreement. For
purposes of this Agreement, the term "Voting Securities" shall mean securities
of the Company with the power to vote with respect to the election of
directors generally.
(b) Registration rights. (i) Required Registration. At any time
-------------------- ---------------------
after the date hereof, when Tracinda Beneficially Owns more than 5% of the
outstanding shares of Voting Securities, Tracinda shall have the right, by
written notice (the "Registration Notice") to the Company, to require the
Company to use reasonable efforts to register (the "Required Registration")
under the Securities Act of 1933 as amended (the "Securities Act") all or any
portion (representing at least 3% of the Voting Securities then outstanding)
of the Tracinda Shares then owned by Tracinda (the "Registrable Securities"),
for sale in an underwritten public offering; provided that the Company shall
--------
be obligated to register such Registrable Securities pursuant to this Section
3(b) on only two occasions. The Company shall be entitled to sell shares of
Voting Securities (to be newly issued or from shares held in treasury)
pursuant to such Required Registration unless the managing underwriters of
such Required Registration believe that such inclusion would adversely affect
the success of the proposed offering by Tracinda.
3
<PAGE>
The investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Company; provided that the lead
managing underwriter(s) shall be reasonably acceptable to Tracinda.
Upon receipt of such Registration Notice, the Company will, as
promptly as practicable, prepare and file with the Securities and Exchange
Commission (the "SEC") and use its reasonable efforts to cause to become
effective promptly, and in any event within 90 days from its receipt of the
Registration Notice a registration statement under the Securities Act for
public sale in an underwritten public offering of the number of Registrable
Securities specified in the Registration Notice; provided, however, that the
-------- -------
Company shall be entitled to defer any such filing (y) which would result in
-
an effective registration statement within six months of an underwritten
offering by the Company of its equity securities for its own account or (z)
-
for a period of up to 180 days upon a determination by the Company's Board of
Directors that the filing of a registration statement at such time would be
detrimental to the Company due to the pendency of a material acquisition or
financing or for other reasonable cause.
(ii) Incidental Registration Rights. In addition to the provisions
------------------------------
contained in Section 3(b)(i), if the Company shall at any time after the date
hereof seek to register under the Securities Act for sale to the public in an
underwritten offering any of its equity securities and if the form of
registration statement proposed to be used may be used for the registration of
Registrable Securities, on each such occasion it shall promptly furnish
Tracinda with prior written notice thereof. At the written request of
Tracinda, given (y) at a time when Tracinda Beneficially Owns more than 5% of
-
the outstanding Voting Securities and (z) within 5 days after the receipt of
-
such notice, to register any of Tracinda's Registrable Securities, the Company
will cause such Registrable Securities, for which registration shall have been
requested, to be included in such registration statement in an amount so as to
permit the sale or other disposition by Tracinda as part of such underwritten
public offering of such Registrable Securities as are registered, provided,
--------
that if the managing underwriter shall advise the Company in writing that, in
its opinion, the number of securities requested and otherwise proposed to be
included in such offering exceeds the number which
4
<PAGE>
can be sold without adversely affecting the marketability of the offering, the
Company will include in such registration to the extent of the number which
the Company is so advised can be sold in such offering, first, the securities
-----
the Company proposes to sell for its own account in such registration and
second, the Registrable Securities of Tracinda that Tracinda requested to be
------
included in such registration.
(c) Expenses. All expenses incurred by the Company in complying with
--------
Section 3(b) hereof, excluding all registration and filing fees but including
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees of the National Association of Securities
Dealers, Inc., listing or quotation fees and fees of transfer agents and
registrars, shall be borne in full by the Company. Tracinda shall be
responsible for all registration and filing fees, underwriting commissions,
transfer taxes, discounts and fees with respect to Registrable Securities and
the fees and expenses of counsel and accountants for Tracinda.
4. Voting. Tracinda agrees that, during the term of this Agreement,
------
for so long as Tracinda Beneficially Owns any Voting Securities, Tracinda will
(a) be present, in person or represented by proxy, at all shareholder meetings
-
of the Company so that all Voting Securities Beneficially Owned by Tracinda
may be counted for the purpose of determining the presence of a quorum at such
meetings and (b) vote or consent, or cause to be voted or a consent to be
-
given, with respect to all Voting Securities Beneficially Owned by Tracinda on
all matters submitted to shareholders for a vote or consent in the same
proportion as Voting Securities are voted by holders unaffiliated with
Tracinda.
5. Standstill Provisions. Tracinda agrees that it will not propose
---------------------
the adoption at the Company's 1996 annual meeting of shareholders of any of
the proposals contained in the proxy materials Tracinda has filed with the
Securities and Exchange Commission (the "Commission")and that, on the date of
this Agreement, it is notifying the Commission that it will not solicit
proxies at such annual meeting. Tracinda further agrees that, during the term
of this Agreement, without the Company's prior written consent, Tracinda will
not:
5
<PAGE>
(a) acquire, announce an intention to acquire, offer or propose to
acquire, or agree to acquire, directly or indirectly, by purchase or
otherwise, Beneficial Ownership of any Voting Securities, or direct or
indirect rights to options to acquire (through purchase, exchange,
conversion or otherwise) any Voting Securities, if, immediately after any
such acquisition, Tracinda would Beneficially Own, in the aggregate, Voting
Securities representing more than 13.75% of the outstanding Voting
Securities;
(b) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under
the Securities Exchange Act of 1934, as amended (the "1934 Act")) to vote
any Voting Securities, seek to advise, encourage or influence any person or
entity with respect to the voting of any Voting Securities, initiate or
propose any shareholder proposal or induce or attempt to induce any other
person to initiate any shareholder proposal;
(c) make any statement or proposal, whether written or oral, to the
Board of Directors of the Company, or to any director, officer or agent of
the Company, or make any public announcement or proposal whatsoever with
respect to a merger or other business combination, sale or transfer of
assets, recapitalization, dividend, share repurchase, liquidation or other
extraordinary corporate transaction with the Company or any other
transaction which could result in a change of control, or solicit or
encourage any other person to make any such statement or proposal;
(d) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the 1934 Act) with respect to any securities
of the Company, other than a group which Tracinda is a member of as of the
date hereof;
(e) deposit any Voting Securities into a voting trust or subject any
Voting Securities to any arrangement or agreement with respect to the
voting of any Voting Securities other than this Agreement and any agreement
with any trust or charitable trust or charitable foundation to which any
Tracinda Shares are transferred in compliance with the provisions of this
Agreement;
6
<PAGE>
(f) execute any written consent with respect to the Company, except in
accordance with Section 4;
(g) otherwise act, alone or in concert with others, to seek to exercise
any control over the management, Board of Directors or policies of the
Company;
(h) make a public request to the Company (or its directors, officers,
shareholders, employees or agents) to amend or waive any provisions of this
Agreement, the Certificate of Incorporation or By-Laws of the Company or
the Rights Agreement of the Company, including without limitation any
public request to permit Tracinda or any other person to take any action in
respect of the matters referred to in this Section 5;
(i) take any action which might require the Company to make a public
announcement regarding the possibility of any transaction referred to in
paragraph (c) above or similar transaction or, advise, assist or encourage
any other persons in connection with the foregoing; or
(j) disclose any intention, plan or arrangement inconsistent with the
foregoing;
provided that nothing in this Section 5 shall prohibit any person who is
--------
serving as a director of the Company as contemplated by Section 8 of this
Agreement from, solely in his or her capacity as such director, (a) taking
any action or making any statement at any meeting of the Board of Directors
or of any committee thereof; (b) making any statement to any director,
officer or agent of the Company, or (c) making any statement or disclosure
required under the federal securities laws or other applicable laws; and
provided, further, that nothing in this Section 5 shall restrict any
private communications between Tracinda and any person designated by
Tracinda as a director, provided that all such communications by such
person remain subject to the fiduciary duties of such person as a director.
6. Sales by Tracinda of Excess Shares. The Company will
----------------------------------
periodically, and in any event within ten business days after the end of each
calendar quarter, advise Tracinda of the number of shares of Voting Securities
that are outstanding. If at the end of any such quarter Tracinda shall
Beneficially Own more than 13.75% of such Voting Securities, Tracinda shall
sell,
7
<PAGE>
transfer or otherwise dispose, to unaffiliated third parties during the
immediately subsequent quarter (the "Subsequent Quarter"), and in a manner
consistent with the provisions of Section 3 of this Agreement, its Beneficial
Ownership of the number of Tracinda Shares by which its Beneficial Ownership
position exceeded 13.75% of the outstanding Voting Securities, provided that
--------
Tracinda may instead, on one or more occasions, upon written notice to the
Company, delivered to the Company not less than one-half hour before the close
of trading on the largest principal national securities exchange on which such
Voting Securities are listed for trading, sell up to such number of shares to
the Company during the Subsequent Quarter, such sale to be effected on the
date of such notice at a price per share in cash equal to the closing price
reported on the date of such sale on the largest principal national securities
exchange on which such Voting Securities are listed for trading, such purchase
and provided, further, that Tracinda may, upon written notice to the Company,
-----------------
defer such sales for the minimum period of time and as to the minimum number
of Tracinda Shares necessary so that Tracinda shall not have any liability to
the Company under Section 16(b) of the Exchange Act.
7. Notification as to Certain Matters. Tracinda shall notify the
----------------------------------
Company of any change in Tracinda's Beneficial Ownership involving in the
aggregate not less than 100,000 shares of Voting Securities not later than
two business days after such change and from time to time, upon request, shall
notify the Company of the number of shares of Voting Securities Beneficially
Owned by Tracinda and of the names and addresses of all persons included in
the definition of Tracinda hereunder, including, without limitation,
affiliates to whom Tracinda Shares shall have been transferred in accordance
with Section 3. The Company shall notify Tracinda from time to time, upon
request, of the number of Voting Securities outstanding.
8. Board Representation. (a) Mr. James D. Aljian is today being
--------------------
elected as a director of the Company and will be proposed by the Company's
Governance Committee for election as a director at the 1996 Annual Meeting of
Shareholders of the Company. Subject to its fiduciary duties, Chrysler's
Board of Directors will nominate Mr. Aljian (or, if Mr. Aljian is unable or
unwilling to serve, a successor as contemplated by this Section 8) for
election at each meeting (or in each
8
<PAGE>
action by written consent in lieu of a meeting) of stockholders of the Company
for the election of directors during the term of this Agreement so long as
Tracinda Beneficially Owns more than 5% of the outstanding shares of Voting
Securities.
(b) If Mr. Aljian (or such a successor) is no longer a director of the
Company as contemplated by paragraph (a) of this Section 8, Tracinda may
propose to the Company as a nominee for election as a director of the Company
a person who (i) has recognized standing in the business community, (ii) is
not a former director, officer or employee of the Company and (iii) does not
have a conflict of interest with the Company, in which event, with the
Company's consent (such consent not to be unreasonably withheld), such person
will be proposed to the Governance Committee; it being understood that the
Company agrees that Mr. Kirk Kerkorian would be an acceptable Tracinda
designee.
(c) The Company will use its best efforts to cause Mr. Aljian or any
such successor nominated as provided in this Section 8 to be elected by the
stockholders of the Company and will solicit proxies in favor of Mr. Aljian or
any such successor at each meeting (or in each action by written consent in
lieu of a meeting) of stockholders of the Company.
(d) If the Company does not accept a Tracinda designee as provided in
paragraph (b) of this Section 8, the process set forth therein shall be
repeated so long as reasonably appropriate to find a successor candidate
acceptable to both Tracinda and the Company.
(e) This Agreement shall terminate if one year elapses after Mr.
Aljian or a successor is not a director of the Company (unless this occurs at
a time when Tracinda Beneficially Owns less than 5% of Chrysler's outstanding
Voting Securities), provided that (i) such period shall be six months if Mr.
--------
Aljian or a successor is not a director after June 1, 2000 and (ii) this
Agreement shall not terminate if the absence of a successor on the Company's
Board of Directors results from Tracinda's failure to designate a potential
successor as contemplated by this Section 8.
9. Specific Performance. Each of Tracinda and the Company
--------------------
acknowledges that the other party would not have an adequate remedy at law for
money damages if any
9
<PAGE>
of the covenants or agreements of the other party in this Agreement were not
performed in accordance with its terms and therefore agrees that the other
party shall be entitled to specific enforcement of such covenants or
agreements and to injunctive and other equitable relief in addition to any
other remedy to which it may be entitled, at law or in equity.
10. Notification of Restrictions. Tracinda represents that all of the
----------------------------
Tracinda Shares that are in certificated form have been pledged to financial
institutions. Tracinda will, upon the signing of this Agreement, notify all
such financial institutions and the appropriate custodians of all of the
Tracinda Shares that are uncertificated of the transfer restrictions provided
for in this Agreement. If in the future any Tracinda shares that are
certificated are not pledged to financial institutions who have received
notice of such transfer restrictions, the certificates for such shares shall
be promptly delivered to the Company and the Company shall place the following
legend thereon, which legend shall remain until such time as the securities
represented by such certificates are transferred in accordance with the
provisions of this Agreement:
THESE SECURITIES ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT DATED
FEBRUARY 8, 1996, BY AND AMONG THE ISSUER, TRACINDA CORPORATION AND
KIRK KERKORIAN, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
ACCORDANCE THEREWITH.
11. Survival of Representations and Warranties. The representations,
------------------------------------------
warranties, covenants and agreements contained in this Agreement shall survive
the execution of this Agreement and any investigation at any time by Tracinda,
the Company, or on behalf of either thereof.
12. Entire Agreement. This Agreement, together with the other
----------------
agreements of the parties of even date herewith, contains the entire
understandings of the parties with respect to the subject matter of such
agreements. This Agreement may not be amended except by a writing signed by
the parties. Except as specifically provided herein, this Agreement is not
assignable by either of the parties. This Agreement shall be binding upon the
respective successors of the parties and upon transferees of Voting Securities
who are affiliates or associates of Tracinda.
10
<PAGE>
13. Severability. If any terms, provision, covenant or restriction
------------
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restriction of this Agreement shall remain in full force and effect, unless
such action would substantially impair the benefits to either party of the
remaining provisions of this Agreement.
14. Notices. Any notices and other communications required to be
-------
given pursuant to this Agreement shall be delivered by hand, by registered or
certified mail, postage prepaid, return receipt requested, by private courier,
by facsimile or by telex, as follows:
If to the Company:
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
Attention: General Counsel
Telecopier: (810) 512-1772
with copies to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Meredith M. Brown, Esq.
Telecopier: (212) 909-6836
If to Tracinda Corporation or Kirk Kerkorian:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Attention: Secretary
Telecopier: (702) 737-1177
with copies to:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10005
Attention: Stephen Fraidin, Esq.
Telecopier: (212) 859-6140
11
<PAGE>
16. Term. This Agreement shall expire on the earlier of (i) the
----
fifth anniversary of the date hereof and (ii) the date provided in Section 8
hereof.
16. Governing Law, etc. This Agreement shall be governed by and
------------------
construed in accordance with the laws of the State of Delaware. This
Agreement may be executed in one or more counterparts, which together will
constitute a single agreement.
If you are in agreement with the foregoing, please sign the
accompanying copy of this letter and return it to the Company, whereupon this
letter shall be a binding agreement between you and the Company.
Very truly yours,
TRACINDA CORPORATION
By:_________________________
Name:
Title:
KIRK KERKORIAN
---------------------------
Accepted and agreed as of
the date first written above:
CHRYSLER CORPORATION
By:___________________________
Name:
Title:
12
<PAGE>
EXHIBIT 4
LITIGATION SETTLEMENT AGREEMENT
This Agreement (the "Agreement") is entered into as of this _____ day of
February, 1996 among Chrysler Corporation, a Delaware corporation ("Chrysler"),
Lee A. Iacocca ("Iacocca"), Kirk Kerkorian ("Kerkorian") and Tracinda
Corporation ("Tracinda"), a Nevada corporation wholly owned by Kerkorian.
WHEREAS, during the time of Iacocca's employment at Chrysler and upon his
retirement he received as part of his compensation certain stock options and
stock appreciation rights, which permitted him to receive stock in Chrysler or
cash payments based on the price of Chrysler's stock, and which remained
unexercised as of April 1, 1995 (such stock options and stock appreciation
rights being together referred to as the "Options");
WHEREAS, Iacocca has brought an action against Chrysler styled Iacocca v.
----------
Chrysler Corporation and Does 1 through 100, case no. BC138523 (Los Angeles,
- -------------------------------------------
California Superior Court), seeking damages and declaratory and injunctive
relief, which action has been dismissed but as to which dismissal the time for
appeal has not yet expired (the "California Action");
WHEREAS, Chrysler has brought an action against Iacocca styled Chrysler
--------
Corporation v. Iacocca, case no. 95-509268 (CK)(Oakland County, Michigan Circuit
- ----------------------
Court), seeking
<PAGE>
a declaratory judgment and damages, as to which Iacocca has not alleged but
could allege certain compulsory or permissive counterclaims relating to the
Options and other matters (the "Michigan Action");
WHEREAS, Tracinda has entered into one or more agreements with Iacocca (the
"Indemnification Agreements") relating to payments that would be made to Iacocca
in the event of various possible outcomes of the California Action, the Michigan
Action or any other action relating to the Options (collectively, the "Options
Actions"), and agreeing to pay for certain legal expenses in connection with the
Options Actions, with the result that Kerkorian and Tracinda have an economic
stake in the outcome of the Options Actions;
WHEREAS, Tracinda is the owner and Kerkorian is an owner or controlling
person with respect to certain shares of the common stock of Chrysler; and
WHEREAS, the parties to this Agreement have determined that it is in their
best interests and in the best interests of Chrysler's shareholders generally to
reach a settlement that resolves matters in dispute between them, and desire to
do so to avoid the costs, risks and uncertainties associated with continuing
such disputes and entering into further disputes, without any admission by any
2
<PAGE>
party respecting the merits of any position asserted by any of the parties
against the other.
NOW, THEREFORE, the undersigned hereby agree as follows:
1. On the Closing Date, as hereafter defined,
a. In full and final settlement of all pending or potential disputes
between Chrysler on one hand and Iacocca, Tracinda and Kerkorian on the other
hand:
i) Chrysler will pay to Iacocca the sum of $21 million, less withholding of
all applicable taxes, in connection with the release by Iacocca of all further
obligations of Chrysler with respect to the Options;
ii) Tracinda will pay to Iacocca the sum of $32 million with respect to the
settlement of the Options and will reimburse Iacocca, after the date hereof, for
all reasonable legal fees and expenses incurred on Iacocca's behalf on or before
the date of this Agreement in connection with the matters referenced in this
Agreement, including the Options Actions, upon submission of invoices
accompanied by satisfactory supporting documentation;
b. Chrysler will provide Iacocca with a Stipulation in the form attached
hereto as Exhibit A, dis-
3
<PAGE>
continuing the Michigan Action with prejudice and without costs or attorneys'
fees.
c. Chrysler on one hand and Kerkorian, Tracinda and Iacocca on the other
will exchange mutual releases in the form attached hereto as Exhibit B.
d. Kerkorian and Tracinda will deliver to Chrysler an executed Standstill
Agreement in the form attached hereto as Exhibit C.
e. All Options will be conclusively and irrevocably cancelled and voided,
to the same effect as if they had never been granted.
2. Iacocca, in consideration of valuable benefits conferred by this
Agreement and by the agreements attached hereto, agrees that:
a. On or before the Closing Date, Iacocca will take all steps necessary to
(i) withdraw from the "group" of Chrysler shareholders, as defined under section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that includes Kerkorian and Tracinda; and (ii) terminate all agreements with
Tracinda relating to the rendering of services by Iacocca to Tracinda, including
without limitation the Consulting Agreement dated May 9, 1995 between Tracinda
and Iacocca, the Value Sharing Agreement dated as of June 24, 1995 between
Tracinda and
4
<PAGE>
Iacocca, and the Agreement dated November 3, 1995 between Tracinda and Iacocca.
b. Iacocca will take no actions before the date of Chrysler's annual
meeting of shareholders in 2001 (the "Standstill Period") that would cause him
to establish or reestablish any relationship relating to Chrysler, or to become
a member of a "group" (as defined in Section 13(d) of the Exchange Act) relating
to Chrysler, with Tracinda, Kerkorian or any entity controlled by or associated
with Tracinda or Kerkorian.
c. Iacocca will take no actions during the Standstill Period that place
him in a business relationship concerning Chrysler with any person that seeks to
control or influence the management or policies of Chrysler, or that causes
Iacocca to become a member of a "group" (as defined in Section 13(d) of the
Exchange Act) with any person or entity with respect to Chrysler or the
ownership of Chrysler capital stock.
d. Iacocca will not, during the Standstill Period, (i) "solicit" any
"proxies" or make a public statement of support of any "solicitation" of
"proxies" (as such terms are defined under the Exchange Act) with respect to
Chrysler stock, (ii) make or support any proposal for action by shareholders of
Chrysler, or (iii) become a "participant" (as defined in Item 4 of Schedule 14A
under
5
<PAGE>
the Exchange Act) in any proxy contest or consent solicitation with respect to
Chrysler.
e. Iacocca represents and warrants that he has not appealed and hereby
agrees not to appeal the dismissal of the California Action, or file
counterclaims in the Michigan Action, or otherwise initiate or act as a party to
any litigation against Chrysler involving the Options.
f. Iacocca will not, during the Standstill Period, make any public comment
disparaging Chrysler, its employees, its directors, its officers, its
shareholders, its products, its policies, its performance, or its business, nor
will Iacocca make a public request to Chrysler or to any of its directors,
officers, employees, shareholders or agents to amend or waive any of the
provisions of this Agreement.
g. Iacocca represents and warrants that he has not assigned or otherwise
transferred any of the Options to any person, and that the Options are free of
any liens or encumbrances of any kind.
h. Iacocca expressly acknowledges that in the event of a breach by Iacocca
of any of the provisions of this Agreement, in addition to any remedies that
Chrysler may have at law, Chrysler will be entitled to an injunction against
further breaches on the basis that any recovery at law is not fully adequate to
rectify said breach.
6
<PAGE>
3. Chrysler, in consideration of the benefits conferred by this Agreement
and by the agreements attached hereto, agrees that during the Standstill Period
it will not make any public comment disparaging Iacocca. Chrysler expressly
acknowledges that in the event of a breach by Chrysler of any of the provisions
of this Agreement, in addition to any remedies that Iacocca may have at law,
Iacocca will be entitled to an injunction against further breaches on the basis
that any recovery at law is not fully adequate to rectify such breach.
4. The Closing Date shall be February 8, 1996.
5. This Agreement, the agreements attached hereto, and the agreement dated
February 8, 1996, between Tracinda and Iacocca, represent the complete agreement
of the parties hereto, and can be amended or modified only by a writing executed
by all parties affected by such amendment or modification. The waiver by any
party hereto of a breach of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach. Nothing in this Agreement shall
confer any rights upon any person or entity which is not a party or successor of
a party to this Agreement.
6. This Agreement shall be governed by Delaware law, and the parties agree
to subject themselves to the
7
<PAGE>
jurisdiction of Michigan for any dispute arising out of this Agreement.
7. Each of the signatories hereto represents and warrants that he has the
power and the due authority to execute this Agreement on behalf of the party for
which he is signing, that this Agreement is a valid and binding agreement
enforceable against each party in accordance with its terms, that the execution
and performance of this Agreement does not conflict with any agreement to which
the signatory is a party, and (in the case of each corporate party) that the
execution and performance of this Agreement does not conflict with any provision
of such entity's certificate of incorporation or by-laws.
8. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect, unless such action would
substantially impair the benefits to either party of the remaining provisions of
this Agreement.
9. This Agreement may be executed in one or more
8
<PAGE>
counterparts, which together will constitute a single agreement.
Dated: ____________ ______________________________
Chrysler Corporation, by
_____________________ [title]
____________ ______________________________
Lee A. Iacocca
____________ ______________________________
Kirk Kerkorian
____________ ______________________________
Tracinda Corp., by
_____________________ [title]
9
<PAGE>
RELEASE
-------
Chrysler Corporation, a Delaware corporation with its principal place
of business and offices at 1000 Chrysler Drive, Auburn Hills, Michigan, on
behalf of itself and its executors, administrators, officers, directors,
affiliates, trustees, employees, members, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, the
"RELEASOR"), for good, valuable and sufficient consideration, receipt of which
is hereby acknowledged, does hereby forever release and discharge Tracinda
Corporation, a Nevada Corporation with its principal place of business at 4835
Koval Lane, Las Vegas, Nevada, its executors, administrators, officers,
directors, affiliates, trustees, employees, members, representatives,
predecessors, successors, agents, vendees, assigns and attorneys (collectively,
the "RELEASEE"), from any and all actions, causes of action, suits, debts, sums
of money, accounts, reckonings, bonds, bills, contracts, controversies,
agreements, promises, damages, judgments, awards, executions, claims and demands
whatsoever, including without limitation costs and attorneys' fees, in law,
admiralty or equity, or as a result of any arbitration, whether known or unknown
to RELEASOR, which RELEASOR ever had, now has or hereinafter can, shall or may
have, whether in his own right or by assignment, transfer or grant from
<PAGE>
any other person, thing or entity, upon or by reason of any matter,
cause or thing whatsoever from the beginning of the world to the date
of execution of this Release; provided, however, that nothing in this
Release shall be construed as releasing RELEASEE from RELEASEE's
obligations pursuant to the Settlement Agreement and Standstill
Agreement, executed by RELEASEE on February 8th, 1996.
This Release may only be changed, modified or waived by a
writing signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release
to be executed this 8th day of February, 1996
CHRYSLER CORPORATION
-------------------------
By:
Title:
<PAGE>
STATE OF MICHIGAN )
) .ss.:
COUNTY OF OAKLAND )
On the _________ day of February, 1996, before me personally came
___________________, to me known, who, by me duly sworn, did depose and say that
deponent is the __________________ of Chrysler Corporation; that deponent
executed the foregoing Release on behalf of said corporation; and that deponent
has been authorized by said corporation to do so, with all necessary corporate
approvals having been obtained.
------------------------
Notary Public
<PAGE>
RELEASE
-------
Chrysler Corporation, a Delaware corporation with its principal place
of business and offices at 1000 Chrysler Drive, Auburn Hills, Michigan, on
behalf of itself and its executors, administrators, officers, directors,
affiliates, trustees, employees, members, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, the
"RELEASOR"), for good, valuable and sufficient consideration, receipt of which
is hereby acknowledged, does hereby forever release and discharge Kirk
Kerkorian, his executors, administrators, affiliates, trustees, employees,
representatives, predecessors, successors, agents, vendees, assigns and
attorneys (collectively, the "RELEASEE"), from any and all actions, causes of
action, suits, debts, sums of money, accounts, reckonings, bonds, bills,
contracts, controversies, agreements, promises, damages, judgments, awards,
executions, claims and demands whatsoever, including without limitation costs
and attorneys' fees, in law, admiralty or equity, or as a result of any
arbitration, whether known or unknown to RELEASOR, which RELEASOR ever had, now
has or hereinafter can, shall or may have, whether in his own right or by
assignment, transfer or grant from any other person, thing or entity, upon or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the date
<PAGE>
of execution of this Release; provided, however, that nothing in this Release
shall be construed as releasing RELEASEE from RELEASEE's obligations pursuant to
the Settlement Agreement and Standstill Agreement, executed by RELEASEE on
February 8, 1996.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be executed
this 8th day of February, 1996
CHRYSLER CORPORATION
---------------------------
By:
Title:
2
<PAGE>
STATE OF MICHIGAN )
) . ss . :
COUNTY OF OAKLAND )
On the ____________ day of February, 1996, before me personally came
__________________, to me known, who, by me duly sworn, did depose and say that
deponent is the __________________ of Chrysler Corporation; that deponent
executed the foregoing Release on behalf of said corporation; and that deponent
has been authorized by said corporation to do so, with all necessary corporate
approvals having been obtained.
---------------------------
Notary Public
3
<PAGE>
RELEASE
-------
Chrysler Corporation, a Delaware corporation with its principal place
of business and offices at 1000 Chrysler Drive East, Auburn Hills, Michigan, on
behalf of itself and its executors, administrators, officers, directors,
affiliates, trustees, employees, members, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, the
"RELEASOR"), for good, valuable and sufficient consideration, receipt of which
is hereby acknowledged, does hereby forever release and discharge Jerome B.
York, his executors, administrators, affiliates, trustees, employees,
representatives, predecessors, successors, agents, vendees, assigns and
attorneys (collectively, the "RELEASEE"), from any and all actions, causes of
action, suits, debts, sums of money, accounts, reckonings, bonds, bills,
contracts, controversies, agreements, promises, damages, judgments, awards,
executions, claims and demands whatsoever, including without limitation costs
and attorneys' fees, in law, admiralty or equity, or as a result of any
arbitration, whether known or unknown to RELEASOR, which RELEASOR ever had, now
has or hereinafter can, shall or may have, whether in his own right or by
assignment, transfer or grant from any other person, thing or entity, upon or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the date
<PAGE>
of execution of this Release; provided, however, that nothing in this Release
shall be construed as releasing RELEASEE from RELEASEE's obligations pursuant
to the Settlement Agreement and Standstill Agreement, executed by RELEASEE on
February 8, 1996.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be executed
this 8th day of February, 1996
CHRYSLER CORPORATION
_________________________
By:
Title:
<PAGE>
STATE OF MICHIGAN )
) .ss.:
COUNTY OF OAKLAND
On the ______ day of February, 1996, before me personally came
___________________________, to me known, who, by me duly sworn, did depose and
say that deponent is the _________________________ of Chrysler Corporation; that
deponent executed the foregoing Release on behalf of said corporation; and that
deponent has been authorized by said corporation to do so, with all necessary
corporate approvals having been obtained.
--------------------------
Notary Public
<PAGE>
RELEASE
-------
Chrysler Corporation, a Delaware corporation with its principal place
of business and offices at 1000 Chrysler Drive, Auburn Hills, Michigan, on
behalf of itself and its executors, administrators, officers, directors,
affiliates, trustees, employees, members, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, the
"RELEASOR"), for good, valuable and sufficient consideration, receipt of which
is hereby acknowledged, does hereby forever release and discharge Lee A.
Iacocca, his executors, administrators, affiliates, trustees, employees,
representatives, predecessors, successors, agents, vendees, assigns and
attorneys (collectively, the "RELEASEE"), from any and all actions, causes of
action, suits, debts, sums of money, accounts, reckonings, bonds, bills,
contracts, controversies, agreements, promises, damages, judgments, awards,
executions, claims and demands whatsoever, including without limitation costs
and attorneys' fees, in law, admiralty or equity, or as a result of any
arbitration, whether known or unknown to RELEASOR, which RELEASOR ever had, now
has or hereinafter can, shall or may have, whether in his own right or by
assignment, transfer or grant from any other person, thing or entity, upon or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the date
<PAGE>
of execution of this Release, including but not limited to all claims that have
been asserted or could have been asserted against RELEASEE by RELEASOR in the
lawsuit entitled Chrysler Corporation v. Iacocca, Case No. 95-509268-CK, in the
-------------------------------
Circuit Court for Oakland County, State of Michigan or in the lawsuit entitled
Iacocca v. Chrysler Corporation, et al., Civ. No. BC138523, in the Superior
- ---------------------------------------
Court of the State of California in and for the County of Los Angeles; provided,
however, that nothing in this Release shall be construed as releasing RELEASEE
from RELEASEE's obligations pursuant to the Settlement Agreement and Standstill
Agreement, executed by RELEASEE on February 8, 1996.
This Release may only be changed, modified or waived by a
writing signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this
Release to be executed this 8th day of February, 1996.
CHRYSLER CORPORATION
---------------------------
By:
Title:
2
<PAGE>
STATE OF MICHIGAN )
) .ss.:
COUNTY OF OAKLAND )
On the _____ day of February, 1996, before me personally came
________________________, to me known, who, by me duly sworn, did depose and say
that deponent is the ___________________________ of Chrysler Corporation; that
deponent executed the foregoing Release on behalf of said corporation; and that
deponent has been authorized by said corporation to do so, with all necessary
corporate approvals having been obtained.
-------------------------------
Notary Public
3
<PAGE>
RELEASE
-------
Tracinda Corporation, a Nevada Corporation with its principal place of
business at 4835 Koval Lane, Las Vegas, Nevada, on behalf of itself and its
executors, administrators, officers, directors, affiliates, trustees, employees,
members, representatives, predecessors, successors, agents, vendees, assigns and
attorneys (collectively, the "RELEASOR"), for good, valuable and sufficient
consideration, receipt of which is hereby acknowledged, does hereby forever
release and discharge Chrysler Corporation, a Delaware corporation with its
principal place of business and offices at 1000 Chrysler Drive, Auburn Hills,
Michigan, its executors, administrators, officers, directors, affiliates,
trustees, employees, members, representatives, predecessors, successors, agents,
vendees, assigns and attorneys (collectively, the "RELEASEE"), from any and all
actions, causes of action, suits, debts, sums of money, accounts, reckonings,
bonds, bills, contracts, controversies, agreements, promises, damages,
judgments, awards, executions, claims and demands whatsoever, including without
limitation costs and attorneys' fees, in law, admiralty or equity, or as a
result of any arbitration, whether known or unknown to RELEASOR, which RELEASOR
ever had, now has or hereinafter can, shall or may have, whether in his own
right
<PAGE>
or by assignment, transfer or grant from any other person, thing or entity, upon
or by reason of any matter, cause or thing whatsoever from the beginning of the
world to the date of execution of this Release; provided, however, that nothing
in this Release shall be construed as releasing RELEASEE from RELEASEE's
obligations pursuant to the Settlement Agreement and Standstill Agreement,
executed by RELEASEE on February 8, 1996.
This Release may only be changed, modified or waived by a
writing signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996
TRACINDA CORPORATION
----------------------------
By:
Title:
2
<PAGE>
STATE OF NEVADA )
) .ss.:
COUNTY OF ___________ )
On the _____ day of February, 1996, before me personally came _________,
to me known, who, by me duly sworn, did depose and say that deponent is the
___________________ of Tracinda Corporation; that deponent executed the
foregoing Release on behalf of said corporation; and that deponent has been
authorized by said corporation to do so, with all necessary corporate approvals
having been obtained.
--------------------------------
Notary Public
3
<PAGE>
RELEASE
-------
Kirk Kerkorian, on behalf of himself and his heirs, executors,
administrators, trustees, employees, representatives, predecessors, successors,
agents, vendees, assigns and attorneys (collectively, the "RELEASOR"), for good,
valuable and sufficient consideration, receipt of which is hereby acknowledged,
does hereby forever release and discharge Chrysler Corporation, a Delaware
corporation with its principal place of business and offices at 1000 Chrysler
Drive, Auburn Hills, Michigan, its executors, administrators, officers,
directors, affiliates, trustees, employees, members, representatives,
predecessors, successors, agents, vendees, assigns and attorneys (collectively,
the "RELEASEE"), from any and all actions, causes of action, suits, debts, sums
of money, accounts, reckonings, bonds, bills, contracts, controversies,
agreements, promises, damages, judgments, awards, executions, claims and demands
whatsoever, including without limitation costs and attorneys' fees, in law,
admiralty or equity, or as a result of any arbitration, whether known or unknown
to RELEASOR, which RELEASOR ever had, now has or hereinafter can, shall or may
have, whether in his own right or by assignment, transfer or grant from any
other person, thing or entity, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the date
<PAGE>
of execution of this Release; provided, however, that nothing in this Release
shall be construed as releasing RELEASEE from RELEASEE's obligations pursuant to
the Settlement Agreement and Standstill Agreement, executed by RELEASEE on
February 8, 1996.
This Release may only be changed, modified or waived by a
writing signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996
KIRK KERKORIAN
----------------------------
STATE OF NEVADA )
) .ss. :
COUNTY OF __________ )
On the ________ day of February, 1996, before me personally came Kirk
Kerkorian, to me known, who, by me duly sworn, did depose and say that he
executed the foregoing Release in his own name and by his own hand, intending to
be legally bound thereby.
----------------------------
Notary Public
2
<PAGE>
RELEASE
-------
Lee A. Iacocca, on behalf of himself and his heirs, executors,
administrators, trustees, employees, representatives, predecessors, successors,
agents, vendees, assigns and attorneys (collectively, the "RELEASOR"), for good,
valuable and sufficient consideration, receipt of which is hereby acknowledged,
does hereby forever release and discharge Chrysler Corporation, a Delaware
corporation with its principal place of business and offices at 1000 Chrysler
Drive, Auburn Hills, Michigan, its executors, administrators, officers,
directors, affiliates, trustees, employees, members, representatives,
predecessors, successors, agents, vendees, assigns and attorneys (collectively,
the "RELEASEE"), from any and all actions, causes of action, suits, debts, sums
of money, accounts, reckonings, bonds, bills, contracts, controversies,
agreements, promises, damages, judgments, awards, executions, claims and demands
whatsoever, including without limitation costs and attorneys' fees, in law,
admiralty or equity, or as a result of any arbitration, whether known or unknown
to RELEASOR, which RELEASOR ever had, now has or hereinafter can, shall or may
have, whether in his own right or by assignment, transfer or grant from any
other person, thing or entity, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the date
<PAGE>
of execution of this Release, including but not limited to all claims that have
been asserted or could have been asserted against RELEASEE by RELEASOR in the
lawsuit entitled Chrysler Corporation v. Iacocca, Case No. 95-509268-CK, in the
-------------------------------
Circuit Court for Oakland County, State of Michigan, or in the lawsuit entitled
Iacocca v. Chrysler Corporation. et al., Civ. No. BC 138523, in the Superior
- ---------------------------------------
Court of the State of California in and for the County of Los Angeles; provided,
however, that nothing in this Release shall be construed as releasing RELEASEE
from RELEASEE's obligations pursuant to the Settlement Agreement and Standstill
Agreement, executed by RELEASEE on February 8, 1996; and provided further, that
RELEASOR shall be entitled to receive from RELEASEE all compensation and
benefits (other than any in respect of the Options as defined in such Settlement
Agreement) to which RELEASOR is entitled as a former officer, director or
employee of RELEASEE.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by the RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996.
LEE A. IACOCCA
---------------------------
<PAGE>
STATE OF CALIFORNIA )
) .ss.:
COUNTY OF LOS ANGELES )
On the ____ day of February, 1996, before me personally came Lee A.
Iacocca, to me known, who, by me duly sworn, did depose and say that he executed
the foregoing Release in his own name and by his own hand, intending to be
legally bound thereby.
-----------------------------
Notary Public
<PAGE>
EXHIBIT 5
AGREEMENT
AGREEMENT made February 8, 1996 (this "Agreement"), by and between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and Lee A. Iacocca
("Iacocca").
WHEREAS, the parties to this Agreement have previously entered into a
Consulting Agreement dated May 9, 1995 (the "Consulting Agreement"), a Value
Sharing Agreement dated as of June 24, 1995 (the "Value Sharing Agreement"), and
an Agreement dated November 3, 1995, which amends certain provisions of the
Value Sharing Agreement and the Consulting Agreement (the "Amendment"); and
WHEREAS, Tracinda, Kirk Kerkorian ("Kerkorian") and Iacocca are today
entering into a Litigation Settlement Agreement (the "Settlement") with Chrysler
Corporation (the "Company") and Tracinda and Kerkorian are entering into certain
other agreements with the Company, which contemplate, among other things, that
this Agreement will be executed and delivered prior to or concurrently with the
execution and delivery of such other agreements;
NOW, THEREFORE, the parties hereto agree as follows:
1. Payment to Iacocca. Concurrently with the execution and delivery
------------------
of this Agreement, Tracinda is making certain payments to Iacocca, as provided
in Section 1 of the Settlement, by wire transfer of immediately available funds.
Iacocca agrees that, except for the obligation of Tracinda to reimburse Iacocca
for certain legal fees and expenses under Section 1 of the Settlement, which
shall remain in full force and effect, such payment discharges in full all
obligations of Tracinda and Kerkorian to Iacocca under any agreements,
arrangements or understandings, written or oral, between Tracinda and/or
Kerkorian, on the one hand, and Iacocca, on the other hand, including, without
limitation, the Consulting Agreement, the Value Sharing Agreement and the
Amendment.
2. Termination of Agreements. Each of the parties hereto agrees
-------------------------
that, except for this Agreement and the releases contemplated hereby and the
Settlement, all agreements, arrangements and understandings, written or oral,
between Tracinda and/or Kerkorian, on the one hand, and Iacocca, on the other
hand, including, without limitation, the Consulting Agreement, the Value Sharing
Agreement and the Amendment, are hereby terminated and of no further force or
effect, and none of Tracinda, Kerkorian and Iacocca shall have any further
liability or obligation under or with respect to any such agreement, arrangement
or understanding.
<PAGE>
3. Withdrawal from 13D Group. Iacocca hereby irrevocably withdraws
-------------------------
from the Schedule 13D "group" previously formed with Tracinda, Kerkorian and
Alfred Boyer with respect to the securities of the Company.
4. Releases. Concurrently with the execution and delivery of this
--------
Agreement, Tracinda and Iacocca are executing mutual releases in the forms of
Exhibit A and Exhibit B, respectively.
5. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the internal laws of the State of Nevada, without giving
effect to conflict of laws principles, except that, to the extent that this
Agreement refers to obligations under the Settlement, such obligations are
governed by the provisions of the Settlement.
6. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
7. Entire Agreement. The terms and provisions of this Agreement,
----------------
including the Exhibits hereto, and the Settlement constitute the entire
agreement between the parties hereto and shall supersede all previous
communications, representations or agreements, either verbal or written, between
the parties hereto with respect to this subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
TRACINDA CORPORATION
By:
-----------------------
--------------------------
Lee A. Iacocca
-2-
<PAGE>
EXHIBIT A
RELEASE
-------
Tracinda Corporation, a Nevada corporation with its principal place of
business at 4835 Koval Lane, Las Vegas, Nevada, on behalf of itself and its
executors, administrators, officers, directors, shareholders, affiliates,
trustees, employees, members, representatives, predecessors, successors, agents,
vendees, assigns and attorneys (collectively, "RELEASOR"), for good, valuable
and sufficient consideration, receipt of which is hereby acknowledged, does
hereby forever release and discharge Lee A. Iacocca, his executors,
administrators, affiliates, trustees, employees, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, "RELEASEE"),
from any and all actions, causes of action, suits, debts, sums of money,
accounts, reckonings, bonds, bills, contracts, controversies, agreements,
promises, damages, judgments, awards, executions, claims and demands whatsoever,
including without limitation costs and attorneys' fees, in law, admiralty or
equity, or as a result of any arbitration, whether known or unknown to RELEASOR,
which RELEASOR ever had, now has or hereinafter can, shall or may have, whether
in his own right or by assignment, transfer or grant from any other person,
thing or entity, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the date of execution of this Release.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996.
TRACINDA CORPORATION
------------------------------
By:
Title:
<PAGE>
STATE OF )
) .ss.:
COUNTY OF )
On the 8th day of February, 1996, before me personally came Jerome B.
York, to me known, who, by me duly sworn, did depose and say that deponent is
the Vice Chairman of Tracinda Corporation; that deponent executed the foregoing
Release on behalf of said corporation; and that deponent has been authorized by
said corporation to do so, with all necessary corporate approvals having been
obtained.
--------------------------------
Notary Public
<PAGE>
EXHIBIT B
RELEASE
-------
Lee A. Iacocca, on behalf of himself and his executors,
administrators, affiliates, trustees, employees, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, "RELEASOR"),
for good, valuable and sufficient consideration, receipt of which is hereby
acknowledged, does hereby forever release and discharge Tracinda Corporation,
its executors, administrators, officers, directors, shareholders, affiliates,
trustees, employees, members, representatives, predecessors, successors, agents,
vendees, assigns and attorneys (collectively, "RELEASEE"), from any and all
actions, causes of action, suits, debts, sums of money, accounts, reckonings,
bonds, bills, contracts, controversies, agreements, promises, damages,
judgments, awards, executions, claims and demands whatsoever, including without
limitation costs and attorneys' fees, in law, admiralty or equity, or as a
result of any arbitration, whether known or unknown to RELEASOR, which RELEASOR
ever had, now has or hereinafter can, shall or may have, whether in his own
right or by assignment, transfer or grant from any other person, thing or
entity, upon or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the date of execution of this Release; provided,
however, that nothing in this Release shall be construed as releasing RELEASEE
from RELEASEE's obligations pursuant to the Litigation Settlement Agreement,
executed by RELEASEE on February 8, 1996.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996.
-----------------------------------
Lee A. Iacocca
<PAGE>
STATE OF CALIFORNIA )
) .ss.:
COUNTY OF )
On the 8th day of February, 1996, before me personally came Lee
Iacocca, to me known, who, by me duly sworn, did depose and say that he executed
the foregoing Release in his own name and by his own hand, intending to be
legally bound thereby.
----------------------------
Notary Public
