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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CHRYSLER CORPORATION
(Name of Registrant as Specified In Its Charter)
TRACINDA CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: _______
(2) Aggregate number of securities to which transaction applies: __________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): ________
(4) Proposed maximum aggregate value of transaction: __________
(5) Total fee paid: __________
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________
(2) Form, Schedule or Registration Statement No.: _____________
(3) Filing Party: ____________
(4) Date Filed: ______________
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On February 8, 1996, Tracinda Corporation ("Tracinda") and Chrysler
Corporation ("Chrysler") entered into an agreement pursuant to which Tracinda
has agreed 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
which Tracinda previously filed with the Securities and Exchange Commission.
Accordingly, Tracinda will not solicit proxies for such annual meeting. A copy
of the joint press release issued by Tracinda and the Company on February 8,
1996 is attached.
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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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. 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.
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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."
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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.
