1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report : May 7, 1998
(Date of earliest event reported)
Chrysler Corporation
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9161 38-2672623
-------- ------ ----------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1000 Chrysler Drive, Auburn Hills MI 48326-2766
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(248) 576-5741
----------------------------------
================================================================================
2
Item 1. Changes in Control of Registrant.
(b) On May 7, 1998, Daimler-Benz Aktiengesellschaft ("Daimler"),
Chrysler Corporation (the "Corporation") and Oppenheim Aktiengesellschaft
("Newco") entered into a Business Combination Agreement (the "Business
Combination Agreement") providing, subject to the terms and conditions set forth
therein, for (i) the merger of a special purpose merger subsidiary with and into
the Corporation (the "Chrysler Merger"); (ii) an offer (the "Exchange Offer") by
Newco to exchange one Newco ordinary share (or Newco American Depositary Share)
for each Daimler ordinary share (or Daimler American Depositary Share); and
(iii) the merger of Daimler with and into Newco (the "Daimler Merger"). As a
result of these transactions, Newco will be owned by the stockholders of the
Corporation and Daimler, and the Corporation will be a wholly owned subsidiary
of Newco.
Pursuant to the terms of the Business Combination Agreement,
stockholders of the Corporation will receive in the Chrysler Merger .547 Newco
American Depositary Shares in exchange for each share of common stock of the
Corporation. This exchange ratio will be adjusted to take into account the
effects of Daimler's previously announced extraordinary dividend and subsequent
rights offering. Stockholders of Daimler will receive in the Daimler Merger one
Newco ordinary share (or one Newco American Depositary Share) in exchange for
each Daimler ordinary share (or each Daimler American Depositary Share).
On May 7, 1998, the Corporation entered into a Stockholder Agreement
(the "Stockholder Agreement") with Kirk Kerkorian and Tracinda Corporation
(together, "Tracinda"), the owner of approximately 14% of the common stock of
the Corporation, pursuant to which Tracinda has agreed to vote its shares in
favor of the transactions contemplated by the Business Combination Agreement.
3
Also on May 7, 1998, the Corporation amended its Rights Agreement,
dated as of February 5, 1998, with First Chicago Trust Company of New York (the
"Rights Agreement"). The amendment ("Amendment No. 1") renders the Rights
Agreement inapplicable to the transactions contemplated by the Business
Combination Agreement.
Consummation of the transactions contemplated by the Business
Combination Agreement is subject to the approval of the Corporation's and
Daimler's stockholders and Daimler's Supervisory Board, regulatory approvals,
and the satisfaction or waiver of various other conditions as more fully
described in the Business Combination Agreement.
Copies of the Business Combination Agreement, the Stockholder
Agreement, Amendment No. 1 and the related press release are attached as
exhibits hereto and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Business Combination Agreement, dated as of May 7, 1998, among
Daimler-Benz Aktiengesellschaft, Chrysler Corporation and
Oppenheim Aktiengesellschaft
4.1 Amendment No. 1, dated as of May 7, 1998, to Rights Agreement,
dated as of February 5, 1998, between Chrysler Corporation and
First Chicago Trust Company of New York
99.1 Stockholder Agreement, dated as of May 7, 1998, among Chrysler
Corporation, Daimler-Benz Aktiengesellschaft, Kirk Kerkorian
and Tracinda Corporation
99.2 Press Release, dated May 7, 1998.
2
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
CHRYSLER CORPORATION
(Registrant)
By: /s/ Holly E. Leese
---------------------------------
Name: Holly E. Leese
Title: Assistant Secretary
Date: May 7, 1998
3
5
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
2.1 Business Combination Agreement, dated
as of May 7, 1998, among Daimler-Benz
Aktiengesellschaft, Chrysler Corporation and
Oppenheim Aktiengesellschaft
4.1 Amendment No. 1, dated as of May 7, 1998, to
Rights Agreement, dated as of February 5, 1998,
between Chrysler Corporation and First Chicago
Trust Company of New York
99.1 Stockholder Agreement, dated as of May
7, 1998, among Chrysler Corporation,
Daimler-Benz Aktiengesellschaft, Kirk
Kerkorian and Tracinda Corporation
99.2 Press Release, dated May 7, 1998
4