UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 35)*
CHRYSLER CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
171196108
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(CUSIP Number)
STEPHEN FRAIDIN, P.C.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8140
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 7, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with 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.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 171196108 Page 1 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
KIRK KERKORIAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 89,156,992
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 89,156,992
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,156,992
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 171196108 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TRACINDA CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 89,156,992
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 89,156,992
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,156,992
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 35 (the "Amendment") 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
("Tracinda"), 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 and Tracinda
(the "Filing Persons"). Terms used and not defined in this Amendment have
the meaning set forth in the Schedule 13D.
1. Item 4 of the Schedule 13D is hereby amended to add the following
information:
On May 7, 1998, in connection with the proposed business combination
(the "Combination") between the Company, Daimler-Benz Aktiengesellschaft,
an Aktiengesellschaft organized and existing under the laws of the Federal
Republic of Germany ("Daimler-Benz"), and Oppenheim Aktiengesellschaft, an
Aktiengesellschaft organized and existing under the laws of the Federal
Republic of Germany ("Oppenheim"), (i) the Filing Persons entered into a
Stockholder Agreement with Daimler-Benz and the Company (the "Stockholder
Agreement"), (ii) Tracinda entered into an Affiliate Letter with
Daimler-Benz, the Company and Oppenheim (the "Affiliate Letter") and (iii)
the Filing Persons received a letter, dated May 7, 1998, from the Company
relating to certain incidental registration rights (the "Registration
Rights Letter"). Copies of the Stockholder Agreement, the Affiliate Letter
and the Registration Rights Letter are attached hereto as Exhibits A, B and
C respectively and are incorporated herein by reference.
2. Item 5 of the Schedule 13D is hereby amended to incorporate herein by
reference the information contained on pages 2 and 3 of this Amendment.
3. Item 6 of the Schedule 13D is hereby amended to add the following
information:
On May 7, 1998, in connection with the proposed business combination
between the Company and Daimler-Benz, (i) the Filing Persons entered into
the Stockholder Agreement, (ii) Tracinda entered into the Affiliate Letter,
(iii) the Filing Persons received the Registration Rights Letter, (iv) the
Filing Persons entered into a Letter Agreement, dated May 7, 1998, with the
Company (the "Letter Agreement"), relating to the continuation of the
existing Standstill Agreement, dated February 8, 1996, among the Company
and the Filing Persons (the "Standstill Agreement") and (v) the Filing
Persons received a letter, dated May 7, 1998, from Oppenheim (the
"Ratification Letter"), in which Oppenheim, as successor to the Company,
ratifies the Standstill Agreement. Copies of the Stockholder Agreement, the
Affiliate Letter, the Registration Rights Letter, the Letter Agreement and
the Ratification Letter are attached hereto as Exhibits A, B, C, D and E
respectively and are incorporated herein by reference.
4. Item 7 of the Schedule 13D is hereby amended to add the following
information:
A. Stockholder Agreement, dated May 7, 1998, among
Daimler-Benz, the Company, Tracinda, and Kirk Kerkorian.
B. Affiliate Letter, dated May 7, 1998, among Tracinda, Daimler-Benz,
the Company and Oppenheim.
C. Letter, dated May 7, 1998, from the Company to Kirk Kerkorian and
Tracinda.
D. Letter Agreement, dated May 7, 1998, among Tracinda, Kirk
Kerkorian, and the Company.
E. Letter, dated May 7, 1998, from Oppenheim.
5. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
------------------------
Anthony L. Mandekic
Secretary/Treasurer
Dated: May 8, 1998
EXHIBIT A
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of May 7, 1998, among
Daimler-Benz Aktiengesellschaft, an Aktiengesellschaft organized and existing
under the laws of the Federal Republic of Germany ("Daimler"), Chrysler
Corporation, a Delaware corporation ("Chrysler"), Tracinda Corporation, a Nevada
corporation ("Tracinda"), and Kirk Kerkorian (together with Tracinda, the
"Stockholder").
WHEREAS, Chrysler, Daimler and Oppenheim Aktiengesellschaft, an
Aktiengesellschaft organized and existing under the laws of the Federal Republic
of Germany ("Newco"), are entering into a Business Combination Agreement
pursuant to which, among other things, following receipt of the requisite
approval of the Daimler and Chrysler stockholders and satisfaction of certain
other conditions (i) Newco will exchange one Newco Ordinary Share (or one Newco
American Depositary Share) for each outstanding Daimler Ordinary Share (or
Daimler American Depositary Share) tendered pursuant to an Exchange Offer being
made to all holders of Daimle9 Ordinary Shares (and Daimler American Depositary
Shares) by Newco (the "Exchange Offer"), (ii) simultaneously with the closing of
the Exchange Offer Newco will acquire Chrysler in a merger transaction and the
Chrysler stockholders will receive Newco American Depositary Shares in exchange
for their shares of common stock, par value $1.00 per share, of Chrysler (the
"Chrysler Common Stock"), and (iii) following the Exchange Offer, Daimler will
merge into Newco and each remaining outstanding Daimler Ordinary Share and
Daimler American Depositary Share will be converted into a Newco Ordinary Share
or Newco American Depositary Share, as the case may be;
WHEREAS, as a condition to the willingness of Daimler to enter into the
Business Combination Agreement, and as an inducement to it to do so, the
Stockholder has agreed for the benefit of Daimler as set forth in this
Agreement;
WHEREAS, the transactions contemplated by the Business Combination
Agreement are subject to certain conditions, including the approval and adoption
of the Business Combination Agreement by the holders of a majority of all of the
outstanding shares of Chrysler Common Stock;
WHEREAS, the Stockholder is, as of the date hereof, the beneficial owner of
the number of shares of Chrysler Common Stock set forth opposite the
Stockholder's name on Schedule A hereto.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE I
COVENANTS OF THE STOCKHOLDER
Section 1.1 Agreement to Vote. At the meeting of the stockholders of
Chrysler and at any subsequent stockholder meeting called in connection with the
Business Combination Agreement and the transactions contemplated thereby,
however called, or in connection with any written consent of the stockholders of
Chrysler given with respect to the transactions contemplated by the Business
Combination Agreement, the Stockholder shall vote all of the shares of Chrysler
Common Stock beneficially owned by such Stockholder in favor of the Business
Combination Agreement and each of the transactions contemplated thereby and any
actions required in furtherance hereof and thereof, in each case as recommended
by Chrysler's Board of Directors so long as the Business Combination Agreement
is not amended in a manner that would adversely affect the form or amount of the
merger consideration or otherwise adversely affect the Stockholder.
Notwithstanding the foregoing, the Stockholder shall remain free to vote the
shares of Chrysler Common Stock with respect to any matter not covered by the
preceding sentence in any manner it deems appropriate, subject in all cases to
its existing contractual arrangements with Chrysler. Prior to the date on which
the Business Combination Agreement is terminated in accordance with its terms
or, if earlier, the date the transactions contemplated by the Business
Combination Agreement are consummated, the Stockholder agrees not to enter,
directly or indirectly, into any agreement, arrangement or understanding with
any person to vote, grant any proxy or give instructions with respect to the
voting of the shares of Chrysler Common Stock in any manner inconsistent with
the first sentence of this Section 1.1.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER
The Stockholder represents and warrants to Daimler that:
Section 2.1 Ownership. Such Stockholder is, as of the date hereof, the
beneficial owner of the number of shares of Chrysler Common Stock set forth
opposite such Stockholder's name on Schedule A hereto; such Stockholder has the
sole right to vote such shares of Chrysler Common Stock; and there are no
restrictions on the right of disposition by the Stockholder of, or other
encumbrances pertaining to, such shares of Chrysler Common Stock, other than as
provided in the Standstill Agreement or as provided in the First Amended and
Restated Credit Agreement dated October 30, 1996, with Bank of America, National
Trust and Savings Association, as Agent (the "Credit Agreement"). None of such
shares of Chrysler Common Stock beneficially owned by the Stockholder are
subject to any voting trust or other agreement, arrangement or restriction with
respect to the voting or disposition of such Stockholder's shares of Chrysler
Common Stock, other than the Standstill Agreement and the Credit Agreement.
Section 2.2 Authority and Non-Contravention. Such Stockholder has all
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance by
such Stockholder of this Agreement and the consummation by such Stockholder of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of such Stockholder. Such actions by such
Stockholder (a) require no action by or in respect of, or filing with, any
governmental entity with respect to such Stockholder, other than required
filings under the Securities Exchange Act of 1934, if any, and (b) do not and
will not violate or contravene any provision of applicable law or any
regulation, judgment, injunction, order or decree binding on such Stockholder or
result in the imposition of any encumbrance on any asset of such Stockholder
(other than as provided in this Agreement with respect to such shares of
Chrysler Common Stock or as provided in the Credit Agreement).
Section 2.3 Binding Effect. This Agreement has been duly and validly
executed and delivered by the Stockholder and is a valid and binding agreement
of the Stockholder in accordance with its terms.
Section 2.4 Total Shares. The shares of Chrysler Common Stock set
forth opposite the Stockholder's name on Schedule A hereto are the only shares
of capital stock of Chrysler beneficially owned, as of the date hereof, by the
Stockholder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF DAIMLER
Daimler represents and warrants to the Stockholder that:
Section 3.1 Corporate Power and Authority. Daimler has the requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Daimler of
this Agreement and the consummation by Daimler of the transactions contemplated
hereby have been duly authorized by the Management Board (Vorstand) of Daimler.
Section 3.2 Binding Effect. This Agreement has been duly and validly
executed and delivered by Daimler and is a valid and binding agreement of
Daimler, enforceable against Daimler in accordance with its terms.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such costs or expenses.
Section 4.2 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except pursuant to a written agreement executed by each
of the parties hereto.
Section 4.3 Entire Agreement. This Agreement, the Standstill Agreement
and the other agreements executed and delivered by any of the parties hereto and
the Stockholder in connection herewith constitute the entire agreement between
the Stockholder and such other parties with respect to the subject matter hereof
and supersede all other prior agreements and understandings, both written and
oral, between the Stockholder and such other parties with respect to the subject
matter hereof.
Section 4.4 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deem given if delivered
personally, telecopied (if telecopy confirmation is received) or sent by
overnight courier (if proof of delivery is provided) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If to the Stockholder:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Facsimile: 702-737-1177
Attention: Secretary
If to Daimler:
Daimler-Benz Aktiengesellschaft
70546 Stuttgart, Germany
Facsimile: 011-49-711-17-94452
Attention: Dr. Siegfried Schwung,
Associate General Counsel
If to Chrysler:
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
Facsimile: 248-512-1772
Attention: General Counsel
Section 4.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of law thereof.
Section 4.6 Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision, and this Agreement will be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision or portion of
any provision had never been contained herein. The parties shall endeavor in
good faith negotiations to replace any invalid, illegal or unenforceable
provision with a valid provision the effects of which come as close as possible
to those of such invalid, illegal or unenforceable provision.
Section 4.7 Consent to Jurisdiction. Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court
located in the State of Delaware or any Delaware state court in the event any
dispute arises out of or relates to this Agreement or any of the transactions
contemplated by this Agreement, (b) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, including, without limitation, a motion to dismiss on the grounds of
forum non conveniens, (c) agrees that it will not bring any action arising out
of or relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than a federal court sitting in the State of
Delaware or a Delaware state court, and (d) agrees to waive any right to a trial
by jury with respect to any claim, counterclaim or action arising out of or in
connection with this Agreement or the transactions contemplated hereby.
Section 4.8 Enforcement. The parties hereto agree that money damages
or other remedy at law would not be a sufficient or adequate remedy for any
breach or violation of, or default under, this Agreement by them and that in
addition to all other remedies available to them, each of them shall be entitled
to the fullest extent permitted by law to an injunction restraining such breach,
violation or default or threatened breach, violation or default and to any other
equitable relief, including, without limitation, specific performance, without
bond or other security being required.
IN WITNESS WHEREOF, Daimler, Chrysler, Tracinda and Kirk Kerkorian
have caused this Agreement to be duly executed as of the day and year first
above written.
DAIMLER-BENZ AKTIENGESELLSCHAFT
By: /s/ Juergen E. Schrempp
-------------------------------------
Name: Juergen E. Schrempp
Title: Chairman of the Board of
Management
By: /s/ Eckhard Cordes
-------------------------------------
Name: Eckhard Cordes
Title: Member of the Board of
Management
CHRYSLER CORPORATION
By: /s/ Gary C. Valade
-------------------------------------
Name: Gary C. Valade
Title: Executive Vice President and
Chief Financial Officer
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
-------------------------------------
Name: Anthony L. Mandekic
Title: Secretary/ Treasurer
/s/ Kirk Kerkorian
---------------------------------------
Kirk Kerkorian
SCHEDULE A
----------
Name Number of Shares Beneficially Owned
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Tracinda Corporation
Kirk Kerkorian
EXHIBIT B
AFFILIATE LETTER
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
Daimler-Benz Aktiengesellschaft
70546 Stuttgart, Germany
Oppenheim Aktiengesellschaft
c/o Sal. Oppenheim jr. & Cie.
Unter Sachsenhausen 4
50667 Cologne, Germany
Ladies and Gentlemen:
I have been advised that as of the date of this letter I may be
deemed to be an "affiliate" of Chrysler Corporation, a Delaware corporation
("Chrysler"), as the term "affiliate" is (i) defined for purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules
and Regulations") of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
and/or (ii) used in and for purposes of Accounting Series Releases No. 130
and No. 135, as amended, of the Commission. Pursuant to the terms of the
Business Combination Agreement, dated as of May 7, 1998 (the "Business
Combination Agreement"), among Daimler-Benz Aktiengesellschaft, an
Aktiengesellschaft organized and existing under the laws of the Federal
Republic of Germany ("Daimler"), Chrysler and Oppenheim Aktiengesellschaft,
an Aktiengesellschaft organized and existing under the laws of the Federal
Republic of Germany ("Newco"), pursuant to which (i) Newco will exchange
one ordinary share of no par value of Newco (the "Newco Ordinary Shares")
or one Newco American Depositary Share representing one Newco Ordinary
Share (the "Newco ADSs") for each outstanding ordinary share of DM 5
nominal value of Daimler or the corresponding no par value share, as the
case may be (the "Daimler Ordinary Shares") or Daimler American Depositary
Share representing one Daimler Ordinary Share (the "Daimler ADSs") tendered
pursuant to an exchange offer being made by Newco to all holders of Daimler
Ordinary Shares and Daimler ADSs (the "Exchange Offer"), (ii)
simultaneously with the closing of the Exchange Offer, a special purpose
merger subsidiary will merge with and into Chrysler (the "Chrysler Merger")
whereby the Chrysler stockholders will have the right to receive Newco ADSs
in exchange for their shares of common stock, par value $1.00 per share, of
Chrysler (the "Chrysler Common Stock"), and (iii) following the Exchange
Offer, Daimler will merge with and into Newco and all remaining outstanding
Daimler Ordinary Shares and Daimler ADSs will be converted into Newco
Ordinary Shares or Newco ADSs, as the case may be, and (iv) stockholders of
each of Chrysler and Daimler will become stockholders of Newco. Capitalized
terms used in this letter without definition shall have the meanings
assigned to them in the Business Combination Agreement.
As a result of the Chrysler Merger, I may receive Newco ADSs. I
would receive such Newco ADSs in exchange for shares (or upon exercise of
options for shares) owned by me of Chrysler Common Stock.
1. I hereby represent, warrant and covenant to Newco, Chrysler
and Daimler that in the event I receive any Newco ADSs as a result of the
Chrysler Merger:
A. I shall not make any offer, sale, pledge, transfer or other
disposition of the Newco ADSs in violation of the Act or the Rules and
Regulations.
B. I have carefully read this letter and the Business Combination
Agreement and discussed the requirements of such documents and other
applicable limitations upon my ability to sell, transfer or otherwise
dispose of the Newco ADSs, to the extent I felt necessary, with my
counsel or counsel for Chrysler.
C. I have been advised that the issuance of the Newco ADSs to me
pursuant to the Chrysler Merger has been registered with the
Commission under the Act on a Registration Statement on Form F-4.
However, I have also been advised that, because at the time the
Chrysler Merger is submitted for a vote of the stockholders of
Chrysler, (a) I may be deemed to be an affiliate of Chrysler and (b)
the distribution by me of the Newco ADSs has not been registered under
the Act, I may not sell, transfer or otherwise dispose of the Newco
ADSs issued to me in the Chrysler Merger unless (i) such sale,
transfer or other disposition is made in conformity with the volume
and other limitations of Rule 145 promulgated by the Commission under
the Act, (ii) such sale, transfer or other disposition has been
registered under the Act, or (iii) in the opinion of counsel
reasonably acceptable to Newco, or a "no action" letter obtained by
the undersigned from the staff of the Commission such sale, transfer
or other disposition is otherwise exempt from registration under the
Act.
D. I understand that except as provided for in the Business
Combination Agreement, Newco is under no obligation to register the
sale, transfer or other disposition of the Newco ADSs by me or on my
behalf under the Act or, except as provided in paragraph 2 below, to
take any other action necessary in order to make compliance with an
exemption from such registration available.
E. I further represent to, and covenant with, Newco, Daimler and Chrysler
that I will not, during the 30 days prior to the Effective Time, sell,
transfer or otherwise dispose of or reduce my risk (as contemplated by
the SEC Accounting Series Release No. 135) with respect to shares of
Chrysler Common Stock that I may hold and, furthermore, that I will
not sell, transfer or otherwise dispose of or reduce my risk (as
contemplated by SEC Accounting Series Release No. 135) with respect to
the Newco ADSs received by me in the Chrysler Merger or any other
shares of the capital stock of Newco until after such time as results
covering at least 30 days of operations of Newco have been published
by Newco, in the form of a quarterly earnings report, an effective
registration statement filed with the Commission, a report to the
Commission on Form 20-F or 6-K, or any other public filing or
announcement which includes the combined results of operations of
Chrysler and Daimler (the period commencing 30 days prior to the
Effective Time and ending on the date of the publication of the
post-Chrysler Merger financial results is referred to herein as the
"Pooling Period"). Newco shall notify the "affiliates" of the
publication of such results. Notwithstanding the foregoing, I
understand that during the aforementioned period, subject to providing
written notice to Newco, I will not be prohibited from selling up to
that number of Newco ADS or Chrysler shares I may sell (assuming that
the shares that may be sold by other affiliates of Chrysler pursuant
to the corresponding letters being executed by them were, in fact,
sold) within the limits set forth in SEC Accounting Series Release No.
135 as amended by Staff Accounting Bulletin No. 76 or from making
charitable contributions or bona fide gifts. I covenant with Newco
that I will not sell, transfer or otherwise dispose of any other such
shares during the period commencing on the Effective Time and ending
on the last day of the Pooling Period except in compliance with Rule
145(d)(i) under the Act or pursuant to charitable contributions or
bona fide gifts.
F. Execution of this letter should not be considered an admission
on my part that I am an "affiliate" of Chrysler as described in the
first paragraph of this letter, or as a waiver of any rights I may
have to object to any claim that I am such an affiliate on or after
the date of this letter.
2. By Newco's acceptance of this letter, Newco hereby agrees with
me that for so long as and to the extent necessary to permit me to sell the
Newco ADSs pursuant to Rule 145 and, to the extent applicable, Rule 144
under the Act, Newco shall (a) use its reasonable best efforts (i) to file,
on a timely basis, all reports and data required to be filed with the
Commission by it pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, and (ii) to furnish me upon request a written statement
as to whether Newco has complied with such reporting requirements during
the 12 months preceding any proposed sale of the Newco ADSs by me under
Rule 145, and (b) otherwise use its reasonable efforts to permit such sales
pursuant to Rule 145 and Rule 144.
Very truly yours,
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
--------------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
Agreed and accepted this 7th day
of May, 1998, by
DAIMLER-BENZ AKTIENGESELLSCHAFT
By: /s/ Juergen E. Schrempp
--------------------------------
Name: Juergen E. Schrempp
Title: Chairman of the Board
of Management
By: /s/ Eckhard Cordes
--------------------------------
Name: Eckhard Cordes
Title: Member of the Board
of Management
CHRYSLER CORPORATION
By: /s/ Gary C. Valade
--------------------------------
Name: Gary C. Valade
Title: Executive Vice President
and Chief Financial Officer
OPPENHEIM AKTIENGESELLSCHAFT
By: /s/ Johannes Maret
--------------------------------
Name: Johannes Maret
Title:
By:
--------------------------------
Name:
Title:
EXHIBIT C
May 7, 1998
Kirk Kerkorian
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Incidental Registration Rights
------------------------------
Reference is made to the Standstill Agreement (the "Agreement"),
dated February 8, 1996, among Chrysler Corporation, a Delaware corporation
("Chrysler"), Kirk Kerkorian and Tracinda Corporation, a Nevada corporation
("Tracinda"). All capitalized terms used herein without definition shall
have the respective meanings specified therefor in the Agreement.
Chrysler has advised you that it will be registering under the
Securities Act shares of Voting Securities pursuant to Section 9.3 of the
Business Combination Agreement (the "BCA") among Daimler-Benz
Aktiengesellschaft ("Daimler"), Chrysler Corporation and Oppenheim
Aktiengesellschaft ("Newco AG"). Tracinda has advised Chrysler in writing
that it wishes to exercise its incidental registration rights under section
3(b)(ii) of the Agreement with respect to such registration to permit the
sale or other disposition by Tracinda of Voting Securities owned by it;
provided that you will have the right to adjust the number of shares
covered by such registration so that you own no less than 4.9% of the
Voting Securities of Newco AG after the business combination of Chrysler
and Daimler. In addition, the closing of Chrysler's sale pursuant to the
foregoing registration (and any sale by you pursuant to such registration)
would close after the number of shares exchanged in the Exchange Offer
under the BCA is finally determined and prior to the consummation of such
Exchange Offer and the Chrysler Merger. Any such sales or dispositions by
Tracinda will be permitted by the Affiliates Agreement, dated May 7, 1998,
among Tracinda, Chrysler, Daimler and Newco AG.
Having consulted with the investment banking firm that it expects
to use to as the lead managing underwriter of the offering it contemplates,
Chrysler hereby advises Mr. Kerkorian and Tracinda that it will not
exercise its right under such section 3(b) to limit the number of shares
offered by Tracinda.
Chrysler will revert to you with additional details about such
registration in due course.
Very truly yours,
CHRYSLER CORPORATION
By /s/ Gary C. Valade
--------------------------
Name: Gary C. Valade
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT D
May 7, 1998
Kirk Kerkorian
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Standstill Agreement
--------------------
Reference is made to the Standstill Agreement (the "Agreement"),
dated February 8, 1996, among Chrysler Corporation ("Chrysler"), Kirk
Kerkorian and Tracinda Corporation, a Delaware corporation.
This will confirm that, upon consummation of the business
combination contemplated by the Business Combination Agreement (the "BCA")
among Daimler-Benz Aktiengesellschaft, Chrysler and Oppenheim
Aktiengesellschaft ("Newco AG"), dated as of May 7, 1998, Newco AG will
constitute a successor to Chrysler under the Agreement. After the business
combination, your registration rights under section 3(b) of the Agreement
will require that you own at least 2% of the Voting Securities instead of
5% and that the minimum amount to be registered pursuant to section 3(b)(i)
would be 1% instead of 3%. In addition, your board representation under the
Agreement shall be that Mr. Aljian will serve on the Integration Committee
of Newco AG so long as you are entitled to have a director nominated under
the Agreement and Mr. Aljian is able to serve.
All of the provisions of the Agreement will otherwise continue in
effect following the business combination and the rights and obligations of
the parties under the Agreement shall remain in full force and effect, in
each case adjusted to take into account the conversion of Chrysler shares
of common stock into Newco AG American Depositary Shares in accordance with
the BCA.
Very truly yours,
CHRYSLER CORPORATION
By /s/ Gary C. Valade
-----------------------
Agreed to by the undersigned
as of the date above written
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
-----------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
/s/ Kirk Kerkorian
- --------------------------------
Kirk Kerkorian
EXHIBIT E
Oppenheim Aktiengesellschaft
c/o Sal. Oppenheim jr. & Cie.
Unter Sachsenhausen 4
50667 Cologne, Germany
May 7, 1998
Standstill Agreement
Reference is made to the Standstill Agreement, dated February 8,
1996, among Chrysler Corporation ("Chrysler"), Kirk Kerkorian and Tracinda
Corporation, a Nevada corporation (together with Mr. Kerkorian,
"Tracinda"), as amended by the letter agreement of even date herewith
between Chrysler and Tracinda (as so amended, the "Agreement").
Oppenheim Aktiengesellschaft, as successor to Chrysler for
purposes of the Agreement, hereby ratifies the Agreement.
OPPENHEIM AKTIENGESELLSCHAFT
By: /s/ Johannes Maret
---------------------------------
Name: Johannes Maret
Title:
By:
---------------------------------
Name:
Title:
