SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2014
Commission File No. 001-36675
FIAT CHRYSLER AUTOMOBILES N.V.
(Translation of Registrant’s Name Into English)
Fiat House
240 Bath Road
Slough SL1 4DX
United Kingdom
Tel. No.: +44 (0) 1753 519581
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
The following exhibits are furnished herewith:
| Exhibit 99.1 | Press release, dated October 28, 2014, titled: “FCA Announces Management Change” | |
| Exhibit 99.2 | Press release, dated October 29, 2014, titled: “FCA Announces Board Intention to Spin Off Ferrari S.p.A.” | |
| Exhibit 99.3 | Press release, dated October 29, 2014, titled: “FCA Board Confirms Intentions on Capital Structure” | |
| Exhibit 99.4 | Press release, dated October 29, 2014, titled: “FCA Board Authorizes Capital Transactions” | |
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, thereunto duly authorized.
| Date: October 29, 2014 | FIAT CHRYSLER AUTOMOBILES N.V. | |||||
| By: | /s/ Richard K. Palmer | |||||
| Name: | Richard K. Palmer | |||||
| Title: | Chief Financial Officer | |||||
Index of Exhibits
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press release, dated October 28, 2014, titled: “FCA Announces Management Change” | |
| 99.2 | Press release, dated October 29, 2014, titled: “FCA Announces Board Intention to Spin Off Ferrari S.p.A.” | |
| 99.3 | Press release, dated October 29, 2014, titled: “FCA Board Confirms Intentions on Capital Structure” | |
| 99.4 | Press release, dated October 29, 2014, titled: “FCA Board Authorizes Capital Transactions” | |
Exhibit 99.1
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FCA Announces Management Change
Fiat Chrysler Automobiles (FCA) today named Mark Chernoby Head of Quality. Chernoby continues his current responsibilities as Chief Operating Officer Product Development. The appointment is effective immediately.
Chernoby replaces Doug Betts who left the Company to pursue other interests.
London, 28 October 2014
For further information: tel.: +39 (011) 00 63088 Email: mediarelations@fcagroup.com www.fcagroup.com |
Exhibit 99.2
| PRESS RELEASE | ||
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FCA Announces Board Intention to Spin Off Ferrari S.p.A.
The Board of Directors of Fiat Chrysler Automobiles N.V. (NYSE: FCAU) (“FCA”) announced that in connection with FCA’s implementation of a capital plan appropriate to support the Group’s long-term success, it has authorized the separation of Ferrari S.p.A. (“Ferrari”) from FCA. The separation will be effected through a public offering of FCA’s interest in Ferrari equal to 10% of Ferrari’s outstanding shares and a distribution of FCA’s remaining Ferrari shares to FCA shareholders . The Board authorized FCA management to take the steps necessary to complete these transactions during 2015. FCA expects that the Ferrari shares will be listed in the United States and possibly a European exchange.
“I am delighted to have taken this additional step in the development of FCA. Coupled with the recent listing of FCA shares on the NYSE, the separation of Ferrari will preserve the cherished Italian heritage and unique position of the Ferrari business and allow FCA shareholders to continue to benefit from the substantial value inherent in this business” said John Elkann, Chairman of FCA.
FCA CEO Sergio Marchionne added. “Following our acquisition of the minority interest in Chrysler earlier this year, the transformation of Fiat and Chrysler into FCA was completed earlier this month with our debut on the New York Stock Exchange. As we move forward to secure the 2014-2018 Business Plan and work toward maximizing the value of our businesses to our shareholders, it is proper that we pursue separate paths for FCA and Ferrari,” Marchionne continued, “The Board supports management’s determination that this transaction represents FCA’s best course of action to support the long term success of the Group while at the same time substantially strengthening FCA’s capital base.”
The spin-off of Ferrari will be subject to customary regulatory approvals, tax and legal considerations, final approval of the transaction structure from the FCA Board of Directors and other customary requirements.
London, 29 October 2014
For further information: Tel.: +39 (011) 00 63088 Email: mediarelations@fcagroup.com www.fcagroup.com | |
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This document does not constitute an offer to exchange, sell or buy securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release contains forward-looking statements. These statements are based on the Group’s current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, including possibility of new Eurozone sovereign debt crisis, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation (in each case, in Italy or abroad), production difficulties, including capacity and supply constraints and many other risks and uncertainties, most of which are outside of the Group’s control.
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Exhibit 99.3
| PRESS RELEASE | ||||
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FCA Board Confirms Intentions on Capital Structure
The Board of Directors of Fiat Chrysler Automobiles N.V. (NYSE: FCAU) (“FCA”) today announced that in connection with its discussions regarding capital planning to support the Group’s 2014-2018 Business Plan, the Board confirmed FCA’s intention to eliminate any contractual terms limiting the free flow of capital among members of the Group. As a result, FCA expects to redeem each series of Chrysler Group’s outstanding secured senior notes no later than at its initial optional redemption date of June 2015 for Chrysler Group’s 8% Senior Secured Notes due 2019 and June 2016 for Chrysler Group’s 8-1/4% Secured Senior Notes due 2021. FCA also expects to refinance the Chrysler Group term loans and revolving credit facility at or before this time.
London, 29 October 2014
For further information: Tel.: +39 (011) 00 63088 Email: mediarelations@fcagroup.com www.fcagroup.com |
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This document does not constitute an offer to exchange, sell or buy securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release contains forward-looking statements. These statements are based on the Group’s current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, including possibility of new Eurozone sovereign debt crisis, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation (in each case, in Italy or abroad), production difficulties, including capacity and supply constraints and many other risks and uncertainties, most of which are outside of the Group’s control.
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Exhibit 99.4
| PRESS RELEASE | ||
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FCA Board Authorizes Capital Transactions
The Board of Directors of Fiat Chrysler Automobiles N.V. (NYSE: FCAU) (“FCA”) today announced that it has authorized the offer and sale of FCA common shares and mandatory convertible securities in offerings to be registered with the U.S. Securities and Exchange Commission.
FCA anticipates that it will offer up to 100 million FCA common shares including 35 million common shares currently held in treasury by FCA and approximately 54 million common shares that will be issued by FCA to replenish the share capital canceled following the exercise by Fiat S.p.A. (“Fiat”) shareholders of cash exit rights under Italian law in connection with the cross-border merger of Fiat S.p.A. into FCA. Those Fiat shares were redeemed and cancelled in the merger as required by Italian law.
U.S.$2.5 billion in aggregate principal amount of mandatory convertible securities are expected to be offered in an SEC-registered offering to U.S. and international institutional investors. The mandatory convertible securities will be mandatorily convertible into FCA common shares at maturity. The interest rate, conversion rates and other terms and conditions of the mandatory convertible securities will be determined at pricing of the offering. It is expected that investors participating in the offering, subject to completion of the spin-off of Ferrari being announced today, will be entitled to participate in the spin-off and receive shares of Ferrari pursuant to customary provisions adjusting the conversion terms.
The offerings are expected to be completed by the end of 2014. The timing of the offerings remains subject to market conditions, as well as registration requirements under applicable law.
London, 29 October 2014
For further information: Tel.: +39 (011) 00 63088 Email: mediarelations@fcagroup.com www.fcagroup.com | |
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This document does not constitute an offer to exchange, sell or buy securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release contains forward-looking statements. These statements are based on the Group’s current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, including possibility of new Eurozone sovereign debt crisis, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation (in each case, in Italy or abroad), production difficulties, including capacity and supply constraints and many other risks and uncertainties, most of which are outside of the Group’s control.
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