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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 13, 1996
Date of earliest
event reported: February 8, 1996
Chrysler Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-9161 38-2673623
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1000 Chrysler Drive, Auburn Hills, Michigan 48326-2766
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(Address of principal executive offices) (Zip Code)
(810) 512-5420
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On February 8, 1996, the Board of Directors of Chrysler Corporation,
a Delaware corporation (the "Company"), amended its Amended and Restated Rights
Agreement, dated as of December 14, 1990, as amended by Amendment No. 1, dated
as of December 1, 1994 (the "Rights Agreement"), by entering into Amendment No.
2, dated as of February 8, 1996 ("Amendment No.2"), with First Chicago Trust
Company of New York. Capitalized terms used hereinafter and not otherwise
defined have the meanings ascribed to them in the Rights Agreement.
The Rights Agreement has been amended to provide that a
"Qualifying Offer" will be exempt from the operation of the Rights Agreement.
A "Qualifying Offer" is defined in Amendment No. 2 as an all-cash,
fully-financed tender offer for all outstanding shares of the Company which is
kept open for not less than 60 business days. A Qualifying Offer would also
have to be accompanied by a written fairness opinion, addressed to the
shareholders, of a nationally recognized investment banking firm. Certain
other requirements of a Qualifying Offer are set forth in Amendment No. 2.
A copy of Amendment No. 2 is attached hereto as Exhibit 2 and
is incorporated herein by reference. The foregoing description of Amendment
No. 2 does not purport to be complete and is qualified in its entirety by
reference to Amendment No. 2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
1. Amendment No. 2, dated as of February 8, 1996, to the
Amended and Restated Rights Agreement, dated as of
December 14, 1990, as amended by Amendment No. 1,
dated as of December 1, 1994, between the Company and
First Chicago Trust Company of New York.
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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 hereunto duly authorized.
CHRYSLER CORPORATION
(Registrant)
By: /s/ William J. O'Brien
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William J. O'Brien
Vice President, General
Counsel and Secretary
Date: February 13, 1996
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Amendment No. 2, dated as
of February 8, 1996, to
the Amended and Restated
Rights Agreement, dated
as of December 14, 1990,
as amended by Amendment
No. 1, dated as of
December 1, 1994, between
the Company and First
Chicago Trust Company of
New York.