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Form 8-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
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(Exact name of registrant as specified in its charter)
Delaware 38-2673623
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(State of incorporation or organization) (IRS Employer Identification No.)
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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 Chicago Stock Exchange
Participating Cumulative Preferred
Stock, par value $1.00 per share
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
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(Title of Class)
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ITEM 1. Description of Registrant's Securities to
be Registered
On February 4, 1998, the Board of Directors of Chrysler Corporation
(the "Registrant") declared a dividend distribution of one Preferred Share
Purchase Right (a "Right") for each outstanding common share, par value $1.00
per share (the "Common Stock"), of the Registrant. The Rights will be issued on
February 23, 1998 to the stockholders of record on such date and will expire in
ten years, subject to earlier redemption. Under certain circumstances, each
Right entitles the registered holder to purchase from the Registrant one
two-hundredth of a share of Junior Participating Cumulative Preferred Stock, par
value $1.00 per share, of the Registrant (the "Preferred Stock"). The
description and terms of the Rights are set forth in a rights agreement dated
February 5, 1998 (the "Rights Agreement") between the Registrant and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
Exercise Price
When exercisable, except as set forth below, each Right entitles the
registered holder to purchase from the Registrant one two-hundredth of a share
of the Preferred Stock, at a price of $145 per one two-hundredth of a share (the
"Purchase Price"), subject to adjustment.
Transfer and Detachment
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
representing the Rights ("Right Certificates") will be distributed. The Rights
will separate from the Common Stock and a "Distribution Date" will occur upon
the earlier to occur of (i) ten days following the time (the "Stock Acquisition
Time") of a public announcement or notice to the Registrant that a person or
group of affiliated or associated persons (an "Acquiring Person") acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
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outstanding Common Stock of the Registrant, other than as a result of a
Qualifying Offer (as hereinafter defined) or an offer approved by the Board of
Directors of the Registrant and (ii) ten business days (or, if determined by the
Board of Directors, a specified or unspecified later date) following the
commencement or announcement of an intention to make a tender offer or exchange
offer which, if successful, would cause the bidder to own 15% of more of the
outstanding Common Stock.
A "Qualifying Offer" is defined in the Rights Agreement to mean a
tender offer for all outstanding shares of each class or series of Voting Stock
(as hereinafter defined) held by any person other than the offeror and its
affiliates for cash, with all shares of any particular class or series of Voting
Stock to be acquired at the same price, which offer meets all of the following
requirements: (i) the person or group making the tender offer must, upon or
prior to commencing such offer, have provided to the Registrant firm written
commitments from responsible financial institutions, which have been accepted by
such person or group, to provide, subject only to customary terms and
conditions, funds for such offer which, when added to the amount of cash and
cash equivalents which such person or group then has available and has
irrevocably committed in writing to the Registrant to utilize for purposes of
such offer, will be sufficient to pay for all shares of Common Stock outstanding
on a fully diluted basis pursuant to the offer and the second-step transaction
required by clause (v) below and all related expenses, together with copies of
all written materials prepared by such person or group for such financial
institutions in connection with obtaining such financial commitments; (ii) such
offer must be conditioned such that it cannot be consummated unless after the
consummation of such offer, such person or group must own shares of Common Stock
representing a majority of the then outstanding shares of Common Stock; (iii)
such offer must remain open for at least 60 business days and for at least 20
business days after the last increase or permitted decrease in the price of such
offer and after any bona fide higher alternative offer is made (except in
certain limited
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circumstances set forth in the Rights Agreement); (iv) such offer must be
accompanied by a written opinion, in customary form, of a nationally recognized
investment banking firm, which opinion is addressed to the Board of Directors of
the Registrant and to the holders of shares of Voting Stock other than such
person or group and states that the price to be paid to holders (other than the
offeror and its affiliates) of each individual class or series of Voting Stock
pursuant to the Qualifying Offer is fair from a financial point of view to such
holders; and such offer includes as an exhibit any written presentation of such
firm showing the analysis and range of values underlying such conclusions; and
(v) prior to or upon commencement of the offer, such person or group must make
an irrevocable written commitment to the Registrant (A) to consummate a
transaction or transactions promptly upon the completion of such offer whereby
all shares of Common Stock not purchased in such offer will be acquired at the
same price per share paid in such offer, subject only to the condition that the
Board of Directors has granted any approvals required to enable such person to
consummate such transaction or transactions without obtaining the vote of any
other stockholder, (B) that such person or group will not make any amendment to
the original offer which reduces the per share price offered (except in certain
limited circumstances set forth in the Rights Agreement), changes the form of
consideration offered, or reduces the number of shares being sought or which is
in any other respect materially adverse to the Registrant's stockholders, and
(C) that such person or group not make any offer for any equity securities of
the Registrant for a period of six months after the termination of the original
offer (including any amendment thereof) if such original offer does not result
in the tender of the number of shares of Common Stock required to be purchased
pursuant to clause (ii) above, unless another tender offer by another party for
all outstanding shares of Common Stock is commenced that (y) constitutes a
Qualifying Offer or (z) is approved by the Board of Directors of the Registrant
(in which event, any new offer by such Person or of any of its Affiliates or
Associates must be at a price no less than that provided for in such approved
offer).
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The term "Voting Stock" means (i) the shares of Common Stock of the
Registrant and (ii) any other shares of capital stock of the Registrant entitled
to vote generally in the election of directors or entitled to vote together with
the shares of Common Stock in respect of any merger, consolidation, sale of all
or substantially all of the Registrant's assets, liquidation, dissolution or
winding up.
The Rights Agreement provides that, until the Distribution Date, (i)
the Rights will be transferred with and only with the Common Stock, (ii) new
Common Stock certificates issued after February 23, 1998, upon transfer, new
issuance or reissuance of the Common Stock, will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any of the Common Stock certificates outstanding will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate Right Certificates will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights. Except in
connection with issuance of Common Stock pursuant to employee stock plans,
options and certain convertible securities, and except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
Exercisability
The Rights are not exercisable until the Dis tribution Date. The
Rights will expire on February 23, 2008 unless earlier redeemed or exchanged by
the Registrant.
Right to Acquire Stock at Half Price
In the event that, after the Stock Acquisition Time, the Registrant
is acquired in a merger or other business combination transaction (except
certain transactions with a person who became an Acquiring Person as
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a result of a tender offer described in the next succeeding paragraph) or 50% or
more of its assets, cash flow or earning power is sold, proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value (as defined in the Rights
Agreement) of two times the Purchase Price of the Right. In the event that,
after the Stock Acquisition Time, the Registrant were the surviving corporation
of a merger and its Common Stock were changed or exchanged, proper provision
shall be made so that each holder of a Right will thereafter have the right to
receive upon exercise that number of shares of common stock of the Registrant
having a market value of two times the exercise price of the Right.
In the event that a person or group becomes an Acquiring Person,
each holder of a Right (other than the Acquiring Person) will thereafter have
the right to receive upon exercise that number of shares of Common Stock (or, in
certain circumstances, cash, a reduction in the Purchase Price, Preferred Stock,
other equity securities of the Registrant, debt securities of the Registrant,
other property or a combination thereof) having a market value (as defined in
the Rights Agreement) of two times the Purchase Price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or an affiliate, associate or transferee thereof) will be null
and void. A person will not be an Acquiring Person if the Board of Directors of
the Registrant determines that such person or group became an Acquiring Person
inadvertently and such person or group promptly divests itself of a sufficient
number of shares of Common Stock so that such person or group is no longer an
Acquiring Person.
Adjustments
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The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of Preferred Stock of certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of Preferred Stock or (iii) upon the
distribution to holders of Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above). The number of Rights and number of shares of Preferred Stock
issuable upon the exercise of each Right are also subject to adjustment in the
event of a stock split, combination or stock dividend on the Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one two-hundredth of a
share of Preferred Stock which may, upon the election of the Registrant, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
Redemption or Exchange
At any time prior to the earlier of the Stock Acquisition Time and
the Expiration Date (as defined in the Rights Agreement), the Board of Directors
may redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 Redemption Price.
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At any time after a person becomes an Acquiring Person and prior to
the acquisition by such Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Registrant may exchange the Rights
(other than Rights beneficially owned by such Person which have become void), in
whole or part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment). The Registrant, at its option, may substitute one
two-hundredth (subject to adjustment) of a share of Preferred Stock (or other
series of substantially similar preferred stock of the Registrant) for each
share of Common Stock to be exchanged.
Preferred Shares
Each share of Preferred Stock purchasable upon exercise of the
Rights will have a minimum preferential dividend of $10 per year, but will be
entitled to receive, in the aggregate, a dividend of 200 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the holders
of the shares of Preferred Stock will be entitled to receive a minimum
liquidation payment of $200 per share, but will be entitled to receive an
aggregate liquidation payment equal to 200 times the payment made per share of
Common Stock. Each share of Preferred Stock will have one hundred votes, voting
together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 200 times
the amount and type of consideration received per share of Common Stock. The
rights of the shares of Preferred Stock as to dividends and liquidation, and in
the event of mergers and consolidations, are protected by anti-dilution
provisions.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Registrant, other than rights resulting from
such holder's ownership of shares of Common Stock, including, without
limitation, the right to vote or to receive dividends. While the distribution of
the Rights will not be taxable to
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stockholders or to the Registrant, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Registrant or for
common stock of the acquiring company as set forth above.
Amendment
Other than those provisions relating to the Redemption Price and
expiration date of the Rights, any of the provisions of the Rights Agreement may
be amended by the Board of Directors prior to the Stock Acquisition Time. After
such time, the provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity, to correct or supplement defective or
inconsistent provisions, to shorten or lengthen any time period under the Rights
Agreement, to make changes which do not adversely affect the interests of the
holders of Rights (excluding the interests of any Acquiring Person) or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
Issuance of Rights
Each share of Common Stock outstanding on February 23, 1998 will
receive one Right. As long as the Rights are attached to the Common Stock, the
Registrant will issue one Right with each share of Common Stock it issues, so
that all such shares have attached Rights.
Rights Agreement
A copy of the Rights Agreement, which includes as Exhibit B the form
of Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such Exhibit.
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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, which includes as Exhibit B the form of Right
Certificate.
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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/ William J. O'Brien, III
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Name: William J. O'Brien, III
Title: Vice President, General
Counsel and Secretary
DATE: February 13, 1998
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EXHIBIT INDEX
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, which includes as Exhibit B the
form of Right Certificate.
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