I know that not much seems to be happening with this soap opera.
What I haven't heard anywhere, though, is the result of a proxy sent out to DCX shareholders last December that outlined the details of an out-of-court settlement arrangement.
I believe the proxy was designed to force shareholders (either specifically Kerkorian or perhaps everyone else BUT Kerkorian) to accept the settlement regardless of how (or if) Kerkorian's suit goes.
See my post titled "Chrysler is mailing Out-of-court settlement docs to shareholders" posted on Jan 2/04 for details.
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Daimler 'merger of equals' claim a fraud - Kerkorian
26 April 2004Trial proceedings in the case brought against the German-American automaker by Kerkorian's Tracinda Corp. investment arm ended in February in the US District Court in Delaware.
But his lawyers summed up his arguments, and a litany of securities law and common law fraud claims, in an 86-page briefing paper filed with the court on Friday.
They asked the court to enter a judgment against the defendants, led by DaimlerChrysler Chief Executive Juergen Schrempp, in the amount of $US1.35 billion plus interest, and whatever punitive damages, costs or fees are deemed appropriate.
The defendants acted with "evil motive, malice and reckless disregard for Tracinda's rights", Kerkorian's attorneys said.
Kerkorian was Chrysler's largest shareholder in 1998 when Germany's Daimler-Benz joined with America's Chrysler to form the world's fifth-largest automaker. He contends that Schrempp only pitched the deal as a merger rather than a takeover to lower the transaction price and avoid paying investors a "control premium".
"The evidence in this case ? almost all of which comes from the defendants themselves ? establishes exactly what Tracinda told the court it would prove, that defendants falsely portrayed the transaction as a "merger of equals," Kerkorian's lawyers said.
"The evidence also shows that one result of these misrepresentations was that no control premium was paid to Chrysler shareholders by Daimler," they added.
"Quite simply, defendants used the `merger of equals' storyline purposely to mislead Chrysler executives, the Chrysler board of directors, Chrysler shareholders, the United States Securities and Exchange Commission and the public in order to profit themselves."
Kerkorian's suit was sparked by comments Schrempp made in a wide-ranging interview with The Financial Times in October 2000, when he said he always intended to make Chrysler a "division" of DaimlerChrysler.
Kerkorian's attorneys said those comments, and other similar remarks Schrempp made to Barron's, were part of the "overwhelming evidence" that the German auto boss and his lieutenants "deliberately planned and systematically executed the fraud about which Schrempp boasted".
A trio of high-ranking former Chrysler executives led by Robert Eaton, who was the company's chairman when it linked up with Daimler, testified as witnesses for the defense in the DaimlerChrysler merger trial. But Tracinda contended in its briefing that they benefited greatly through the consummation of one of the biggest deals in automotive history.
Eaton alone received more than $US94 million in DaimlerChrysler stock, cash payments and severance package payments, Tracinda said. He also received stock appreciation rights, once the deal was done, on more than 2.5 million DaimlerChrysler ordinary shares, it said.
In its own post-trial briefing, a 169-page document filed with the court on Friday, DaimlerChrysler urged dismissal of the case, essentially saying it was without merit.
It also said "the phrase `merger of equals' is a term used vaguely to describe a whole range of possible transactions" and could not be material as a matter of law.
Regardless of how Schrempp and others billed the business combination agreement, DaimlerChrysler's attorneys added that the 35 premium paid to Chrysler shareholders was "fair and appropriate even if the transaction had been labeled an acquisition."
Judge Joseph Farnan, who heard the DaimlerChrysler merger trial without a jury, is not expected to rule for at least several months.