Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 20 108K
2: EX-1.1 Underwriting Agreement 2± 11K
3: EX-1.2 Underwriting Agreement 1 8K
4: EX-2 Plan of Acquisition, Reorganization, Arrangement, 16 85K
Liquidation or Succession
5: EX-3 Articles of Incorporation/Organization or By-Laws 4 17K
6: EX-4 Instrument Defining the Rights of Security Holders 2 13K
7: EX-5 Opinion re: Legality 5 16K
8: EX-6 Opinion re: Discount on Capital Shares 2 13K
9: EX-7 Opinion re: Liquidation Preference 4 20K
10: EX-8 Opinion re: Tax Matters 1 10K
11: EX-9 Voting Trust Agreement 2 12K
12: EX-10 Material Contract 3 13K
13: EX-11 Statement re: Computation of Earnings Per Share 4 22K
14: EX-12 Statement re: Computation of Ratios 8 47K
15: EX-13 Annual or Quarterly Report to Security Holders 8 46K
16: EX-14 Material Foreign Patent 8 47K
17: EX-15 Letter re: Unaudited Interim Financial Information 8 47K
18: EX-16 Letter re: Change in Certifying Accountant 5 24K
19: EX-17 Letter re: Departure of Director 26 128K
EX-9 — Voting Trust Agreement
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[CHRYSLER CORPORATION LETTERHEAD]
Robert J. Eaton
Chairman and Chief Executive Officer
EXHIBIT 9
July 6, 1995
Dear Stockholder:
As you may be aware, Tracinda Corporation, Kirk Kerkorian's holding
company, has commenced a tender offer to purchase up to 14 million shares of
Chrysler common stock. The number of shares Tracinda seeks to buy is less than
4% of Chrysler's outstanding shares, and would bring Tracinda's holdings to less
than 14% of Chrysler's outstanding shares. Including the shares reported by
Tracinda as owned by other members of Tracinda's "group," the total would be
less than the 15% that would trigger Chrysler's stockholder rights plan.
Chrysler has neither solicited nor encouraged Mr. Kerkorian's tender offer,
and does not endorse his acquisition of additional Chrysler stock. However,
because of the small percentage of shares sought by Tracinda, which Tracinda
could have bought in the open market without triggering the rights plan, the
Board of Directors of Chrysler has determined to take no position with respect
to this offer. This is not, and should not be interpreted to be, any indication
of the position Chrysler's Board would take with respect to any effort by
Tracinda's group to bring its holdings above 15%, or to seek control of Chrysler
by any means.
Your directors are mindful of Mr. Kerkorian's past actions, both with
respect to Chrysler and with respect to other companies in which he has acquired
shares. These actions lead your Board to be especially vigilant with respect to
Mr. Kerkorian's actions and proposals for Chrysler. We are well aware that
what's good for Mr. Kerkorian and for other members of Tracinda's "group" isn't
necessarily good for Chrysler's other stockholders. We remind stockholders that
on April 24, following a detailed review, the Board unanimously determined that
Tracinda's April 12 unsolicited proposal to explore a leveraged buyout of
Chrysler was not in the best interests of Chrysler or its stockholders,
employees, dealers, suppliers or customers.
Mr. Kerkorian, having withdrawn his earlier unfinanced $55 per share
leveraged buyout proposal, now evidently thinks Chrysler shares are a good buy
at $50 per share. The price offered by Tracinda is only slightly above the
$47.625 price at which Chrysler shares closed on the last trading date before
Tracinda announced its offer, and the $49 price at which Chrysler shares closed
yesterday. In addition, you should know that, in light of the Board's view of
the long-term prospects of Chrysler, none of Chrysler's directors or executive
officers intend to tender their shares to Tracinda.
Enclosed is a Schedule 14D-9 containing important detailed information
relating to the Tracinda offer and the Board's position. We suggest that you
read the Schedule 14D-9 carefully.
We believe Chrysler is well positioned for continued long-term growth. In
the near term, the high inventory levels with which we began the second quarter
have been reduced, with the help of sales incentives that have affected profit
margins. Retail sales of Chrysler vehicles in the month of June were at an
all-time high. In the fourth quarter, we expect to be at full North American
production capacity for our new minivan, and the short-term effect on earnings
from the switch-over to a major new product and from incentivized inventory
reduction should then be behind us. Our investment in developing outstanding
products is paying off. Our focus is on increasing stockholder value through
building and selling great cars and trucks, and returning value to stockholders
by dividends and share repurchases consistent with our long-term strategy.
Our strategic plan has worked to turn the Company around and to build
shareholder value, and our plan is on track for the future. Since 1992, we have
launched an entirely new array of breakthrough designs, and a multi-billion
dollar cost reduction program has transformed Chrysler into the low-cost North
American producer in our industry. As a result of major strengthening of the
Company's balance sheet, Chrysler has attained its highest credit ratings in
over 20 years. We have increased our quarterly dividend four times between
December 1993 and May 1995, and believe that our current annual dividend level
of $2.00 per share is sustainable within the framework of our long-term strategy
and the cyclicality of our industry.
We are confident that our strategic plan will continue to build long-term
value for shareholders. We will not be distracted from that objective.
We appreciate your continuing support.
On behalf of the Board of Directors,
Bob Eaton
Dates Referenced Herein
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| Filed on: | | 7/6/95 | | 1 | | | | | None on these Dates |
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