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FORM 8-A/A-2
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:
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 Pacific Exchange, Inc.
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
(Title of Class)
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ITEM 1. Description of Registrant's Securities to
be Registered
Chrysler Corporation (the "Registrant") hereby amends and
supplements the Registration Statement on Form 8-A/A filed by the Registrant
with the Securities and Exchange Commission on February 13, 1998, to provide
Exhibit A to the Rights Agreement between the Registrant and First Chicago Trust
Company of New York, Rights Agent, dated as of February 5, 1998. Exhibit A was
inadvertently omitted from the Registrant's February 13, 1998 filing on Form
8-A/A.
On February 4, 1998, the Board of Directors of 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
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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
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
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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 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
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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).
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.
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Exercisability
The Rights are not exercisable until the Distribution 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 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
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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
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.
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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.
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
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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 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
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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 A
the Certificate of Designation and 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.
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: May 1, 1998
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EXHIBIT INDEX
Exhibit No. Description
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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