TRACINDA CORP
SC 13D, 1998-07-17
Previous: FIDELITY INTERNATIONAL LTD, SC 13D/A, 1998-07-17
Next: AW COMPUTER SYSTEMS INC, 10QSB, 1998-07-17





                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549


                                SCHEDULE 13D


                 Under the Securities Exchange Act of 1934
                            (Amendment No. 36)*


                            CHRYSLER CORPORATION
- ---------------------------------------------------------------------------
                              (Name of Issuer)

                  COMMON STOCK, PAR VALUE $1.00 PER SHARE
- ---------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 171196108
                  ---------------------------------------
                               (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)

                               July 15, 1998
                  ---------------------------------------
          (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
          ---------

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           79,753,992

 BENEFICIALLY    8  SHARED VOTING POWER

OWNED BY EACH       

 REPORTING       9  SOLE DISPOSITIVE POWER

PERSON WITH         79,753,992

                10  SHARED DISPOSITIVE POWER

                    

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    79,753,992

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]
    EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    12.35%

14  TYPE OF REPORTING PERSON*

    IN


                                SCHEDULE 13D

CUSIP No. 171196108
          ---------

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           79,753,992

 BENEFICIALLY    8  SHARED VOTING POWER

OWNED BY EACH       

 REPORTING       9  SOLE DISPOSITIVE POWER

PERSON WITH         79,753,992

                10  SHARED DISPOSITIVE POWER

                    

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    79,753,992

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]
    EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    12.35%

14  TYPE OF REPORTING PERSON*

    CO


     This Amendment No. 36 (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 5 of the  Schedule  13D is hereby  amended  to add the  following
     information:

     (a) As a result of the sales  described  under Item  5(c),  the Filing
Persons are the beneficial  owners of 79,753,992 (the "Owned  Shares"),  or
approximately  12.35% of the 645,727,506  Shares outstanding based upon the
most recent information provided to Tracinda by the Company.

     (b) The  Filing  Persons  have sole  power to vote and  dispose of the
Owned Shares.

     (c) The table below sets forth  information  with respect to all sales
of Shares by the Filing  Persons during the last 60 days. All of such sales
were executed by Tracinda  through  broker's  transactions  on the New York
Stock  Exchange.  Such sales were effected to avoid  potential  adverse tax
effects in connection with the proposed business combination of the Company
with  Daimler-Benz  AG under  Section 367 of the  Internal  Revenue Code of
1986, as amended  (pertaining  to a shareholder  owning more than 5% of the
post-merger capital stock of a foreign acquiror).


Transaction  Date    Number of Shares    Price Per Share    Aggregate Price
- -----------------    ----------------    ---------------    ---------------
July 15, 1998        5,000,000           $56.75             $283,750,000
July 15, 1998        4,000,000           $56.50             $226,000,000
May 29, 1998           403,000           $55.875            $ 22,517,625


2.   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:  July 16, 1998




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission