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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chrysler Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-2673623
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
1000 CHRYSLER DRIVE
AUBURN HILLS, MICHIGAN 48326-2766
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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RIGHTS TO PURCHASE JUNIOR NEW YORK STOCK EXCHANGE
PARTICIPATING CUMULATIVE
PREFERRED STOCK, PAR
VALUE $1.00 PER SHARE
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IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(d), CHECK THE FOLLOWING BOX. [ X ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(d), CHECK THE FOLLOWING BOX. [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES (IF APPLICABLE): NOT APPLICABLE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
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Chrysler Corporation (the "Registrant") hereby amends the
Registration Statement on Form 8-A filed by the Registrant with the Securities
and Exchange Commission (the "Commission") on February 6, 1998, as amended by
the Form 8-A/A filed by the Registrant with the Commission on February 13, 1998
and by Form 8-A/A-2 filed with the Commission on May 1, 1998 (including the
exhibits thereto, the "Form 8-A"). Capitalized terms used herein and not
otherwise defined have the respective meanings ascribed to them in the Form 8-A.
ITEM 1. Description of Registrant's Securities to be Registered
The response to Item 1 in the Form 8-A is hereby amended by
the addition of the following two paragraphs after the last paragraph thereof:
Effective as of May 7, 1998, the Rights Agreement was amended
("Amendment No. 1.") in order, among other things, to (i) provide that
Daimler-Benz Aktiengesellschaft ("Daimler") or Oppenheim Aktiengesellschaft
("Newco") shall not become an Acquiring Person as a result of the execution and
delivery of and performance of its obligations under, or consummation of the
transactions (each a "Permitted Event") contemplated by, (x) the Business
Combination Agreement, dated as of May 7, 1998 (the "Business Combination
Agreement") by and among the Registrant, Daimler and Newco including, without
limitation, the merger of a special purpose merger subsidiary with and into the
Registrant (the "Merger") and (y) the Stockholder Agreement, dated as of May 7,
1998, among the Registrant, Daimler, Kirk Kerkorian and Tracinda Corporation
(the "Stockholder Agreement"), (ii) provide that a Stock Acquisition Time shall
not occur as a result of the Merger and any Permitted Event, (iii) provide that
a Distribution Date shall not occur as a result of the Merger and any Permitted
Event, (iv) provide that all outstanding Rights will expire immediately prior to
the effective time of the Merger, (v) provide that a Section 11(a)(ii) Event
shall not occur as a result of the Merger and any Permitted Event, and (vi)
provide that a Section 13 Event shall not occur as a result of the Merger and
any Permitted Event.
A copy of Amendment No. 1 is attached hereto as Exhibit 2 and
is incorporated herein by reference. The foregoing description of Amendment No.
1 does not purport to be complete and is qualified in its entirety by reference
to Amendment No. 1.
2
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ITEM 2. Exhibits
1. Rights Agreement between the Registrant and First
Chicago Trust Company of New York, Rights Agent,
dated as of February 5, 1998 (previously filed as an
exhibit to the Form 8-A/A-2 dated May 1, 1998).
2. Amendment No. 1 to Rights Agreement, dated as of May
7, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHRYSLER CORPORATION
(Registrant)
By /s/ Holly E. Leese
---------------------------------
Name: Holly E. Leese
Title: Assistant Secretary
DATE: May 7, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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1. Rights Agreement between the Registrant and First
Chicago Trust Company of New York, Rights Agent,
dated as of February 5, 1998 (previously filed as an
exhibit to the Form 8-A/A-2 dated May 1, 1998).
2. Amendment No. 1 to Rights Agreement, dated as of May
7, 1998.
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AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of May 7, 1998, is entered
into by and between Chrysler Corporation, a Delaware corporation (the
"Company"), and First Chicago Trust Company of New York, a New York corporation
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a Rights
Agreement, dated as of February 5, 1998 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement;
WHEREAS, Section 27 of the Agreement provides, among other things,
that prior to the Stock Acquisition Time the Company may, be resolution of its
Board of Directors, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of the Agreement without the approval of any
holders of Rights; and
WHEREAS, the Board of Directors of the Company has approved this
Amendment and the Company has directed the Rights Agent to amend the Agreement
as provided herein;
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Agreement as follows:
1. Capitalized terms used in this Amendment without definition shall
have the meanings given to them in the Agreement.
2. Section 1.1(a) of the Agreement is amended to add the following
sentence to the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
Daimler-Benz Aktiengesellschaft ("Daimler") nor Oppenheim
Aktiengesellschaft ("Newco") shall be deemed to be an Acquiring Person as a
result of the execution and delivery of and performance of its obligations
under, or consummation of any one or more transactions (each, a "Permitted
Event" and collectively, the "Permitted Events"), contemplated by (x) the
Business Combination Agreement, dated as of May 7, 1998, as the same may be
amended from time to time (the "Business Combination Agreement"), by and
among the Company, Daimler and Newco, pursuant to which a special purpose
merger subsidiary will be merged (the
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"Merger") with and into the Company, or (y) the Stockholder Agreement,
dated as of May 7, 1998, among the Company, Daimler, Kirk Kerkorian and
Tracinda Corporation."
2. Section 1.1 (kk) is amended to add the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary, the
acquisition of beneficial ownership of Common Stock of the Company pursuant
to the Merger and the consummation of any one or more of the Permitted
Events shall not constitute or result in the occurrence of a Stock
Acquisition Time."
3. Section 3(a) of the Agreement is amended to add the following
sentence at the end of the first sentence thereof immediately prior to the
period:
"; provided, however, that, notwithstanding anything in this Agreement
to the contrary, the acquisition of beneficial ownership of Common Stock of
the Company pursuant to the Merger and the consummation of any one or more
of the Permitted Events shall not constitute or result in the occurrence of
a Distribution Date."
4. Section 7(a) of the Agreement is amended by (a) deleting the word
"or" at the end of clause (iii) thereof, (b) deleting the parenthetical phrase
following clause (iv) thereof, and (c) adding the following clause immediately
following clause (iv) thereof and prior to the parenthetical phrase:
"or (v) the time immediately prior to the Effective Time (as such term
is defined in the Business Combination Agreement), provided, however, that
if the Merger contemplated by the Business Combination Agreement does not
occur and the Business Combination Agreement is terminated, the Rights will
remain exercisable until the earliest of (i), (ii), (iii) or (iv) above,
and no Expiration Date shall be deemed to have occurred as a result of this
clause (v) (the earliest of (i), (ii), (iii), (iv) and (v) being herein
referred to as the "Expiration Date")"
5. Section 11(a)(ii) of the Agreement is amended to add the following
at the end of the first sentence thereof immediately prior to the period:
"; provided, however, that, notwithstanding anything in this Agreement
to the contrary, the acquisition of beneficial ownership of Common Stock of
the
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Company pursuant to the Merger and the consummation of any one or more
of the Permitted Events shall not constitute or result in the
occurrence of a Section 11(a)(ii) Event"
6. Section 13(a) of the Agreement is amended to add the following at
the end thereof immediately prior to the period:
"; provided, however, that, notwithstanding anything in this Agreement
to the contrary, the acquisition of beneficial ownership of Common
Stock of the Company pursuant to the Merger and the consummation of
any one or more of the Permitted Events shall not constitute or result
in the occurrence of a Section 13 Event"
7. The term "Agreement" as used in the Agreement shall be deemed to
refer to the Agreement as amended hereby.
8. This Amendment shall be governed by and constructed in accordance
with the laws of the State of Delaware.
9. This Amendment shall be effective as of the date first above
written, and, except as set forth herein, the Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
11. This Amendment may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of this 7th day of May, 1998.
CHRYSLER CORPORATION
By:/s/ Thomas P. Capo
Name: Thomas P. Capo
Title: Vice President and
Treasurer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Joanne Gorostiola
Name: Joanne Gorostiola
Title: Assistant Vice President
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