As filed with the Securities and Exchange Commission on October 5, 1994
Registration No. 33-55787
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHRYSLER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-0961430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road
Southfield, Michigan 48034
(810) 948-3060
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ROBERT A. LINK, ESQ.
27777 Franklin Road
Southfield, Michigan 48034
(810) 948-3060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
with a copy to:
MICHAEL L. FITZGERALD, ESQ.
Brown & Wood
One World Trade Center
New York, New York 10048
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
----------------
If only securities being registered on this Form are being offered
to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
----------------
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus included in this Registration Statement is a combined
prospectus and relates to the Registrant's Registration Statements No.
33-50385 and No. 33-52421 on Form S-3.
==========================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The Registrant estimates that expenses (other than underwriting
discounts and commissions) in connection with the offering described in
this Registration Statement will be as follows:
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee.............................................. $ 900,000
Printing and engraving expenses............................... 250,000
Accounting fees and expenses.................................. 200,000
Blue Sky fees and expenses.................................... 50,000
Rating agency fees ........................................... 1,500,000
Miscellaneous................................................. 50,000
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Total..................................................... $2,950,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Articles of Incorporation and Article V of the
Bylaws of the Registrant provide for the indemnification of the officers
and directors of the Registrant in the matter authorized by Sections
561-571 of the Michigan Business Corporation Act. Generally, these
Articles and Bylaws permit the Registrant to indemnify officers and
directors against expenses, judgments and other amounts paid in connection
with settlement of actions brought against them by third parties if they
acted in good faith and in a manner they reasonably believed to be in the
best interests of the corporation. They also permit the Registrant to
indemnify officers and directors for certain expenses and amounts paid in
settlement in connection with an action brought by or in the right of the
corporation provided that the officer or director has not been adjudged to
be liable for negligence or misconduct in the performance of his duties to
Registrant. Reference is made to Exhibits 3(a) and 3(b) to this
Registration Statement for the complete texts of Article IX of the
Articles of Incorporation and Article V of the Bylaws. Pursuant to the
provisions of the Underwriting Agreement annexed to the Registration
Statement as Exhibit 1-A and the Distribution Agreement annexed to the
Registration Statement as Exhibit 1-B, certain officers, directors and
controlling persons of the Registrant are indemnified by the Underwriters
thereunder for certain information provided by the Underwriters expressly
for use in the Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 by the Registrant may be permitted to directors,
officers and controlling persons of the Registrant under the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in said Act and therefore may be
unenforceable. If a claim for indemnification against such liabilities
(except insofar as it provides for the payment by the Registrant of
expenses incurred or paid by a director or officer in the successful
defense of any action, suit or proceeding) is asserted against the
Registrant by a director, officer or controlling person in connection with
the securities offered hereby and the Securities and Exchange Commission
is still of the same opinion, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether or not
such indemnification by it is against public policy as expressed in the
Act, and will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
(a)
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
1-A * Copy of Form of Underwriting Agreement. Filed as Exhibit 1-A
to Registration No. 33-32484 of Chrysler Financial Corpora-
tion, and incorporated herein by reference.
1-B * Copy of Form of Distribution Agreement. Filed as Exhibit 1-B
to Registration Statement No. 33-50385, and incorporated
herein by reference.
1-C * Copy of Form of Remarketing Agreement. Filed as Exhibit 1-C
to Registration Statement No. 33-32484 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-A * Copy of Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corpora-
tion Division of Michigan Department of Treasury on October
1, 1971. Filed as Exhibit 3-A to Registration Statement No.
2-43097 of Chrysler Financial Corporation, and incorporated
herein by reference.
3-B * Copies of amendments to the Restated Articles of Incorpora-
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on December
26, 1975, April 23, 1985 and June 21, 1985, respectively.
Filed as Exhibit 3-B to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1985, and incorporated herein by reference.
3-C * Copies of amendments to the Restated Articles of Incorpora-
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on August
12, 1987 and August 14, 1987, respectively. Filed as Exhibit
3 to the Quarterly Report of Chrysler Financial Corporation
on Form 10-Q for the quarter ended September 30, 1987, and
incorporated herein by reference.
3-D * Copies of amendments to the Restated Articles of Incorpora-
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on December
11, 1987 and January 25, 1988, respectively. Filed as
Exhibit 3-D to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31,
1989, and incorporated herein by reference.
3-E * Copies of amendments to the Restated Articles of Incorpora-
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on June 13,
1989, June 23, 1989 (two amendments), September 13, 1989,
January 31, 1990 and March 8, 1990, respectively. Filed as
Exhibit 3-E to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31,
1989, and incorporated herein by reference.
3-F * Copy of amendments to the Restated Articles of Incorporation
of Chrysler Financial Corporation filed with the Department
of Commerce of the State of Michigan on March 29, 1990 and
May 10, 1990. Filed as Exhibit 3-G to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the
quarter ended March 31, 1990, and incorporated herein by
reference.
3-G * Copy of the By-Laws of Chrysler Financial Corporation as
amended to August 1, 1990. Filed as Exhibit 3-I to the
Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended September 30, 1990, and incorpo-
rated herein by reference.
3-H * Copy of the By-Laws of Chrysler Financial Corporation as
amended to January 1, 1992 and presently in effect. Filed as
Exhibit 3H to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-A * Copy of Indenture dated as of February 15, 1988 between
Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee. Filed as Exhibit 4-A to the Regi-
strant's Registration Statement No. 33-23479 on Form S-3,
and incorporated herein by reference.
4-B * Copy of First Supplemental Indenture dated as of March 1,
1988 between Chrysler Financial Corporation and Manufactur-
ers Hanover Trust Company, Trustee. Filed as Exhibit 4-B to
the Registrant's Registration Statement No. 33-23479 on Form
S-3, and incorporated herein by reference.
4-C * Copy of Second Supplemental Indenture, dated as of September
7, 1990, between Chrysler Financial Corporation and Manufac-
turers Hanover Trust Company, Trustee. Filed as Exhibit 4-M
to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
4-D * Copy of Third Supplemental Indenture, dated as of May 4,
1992, between Chrysler Financial Corporation and United
States Trust Company of New York, as Successor Trustee.
Filed as Exhibit 4-N to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended
June 30, 1992, and incorporated herein by reference.
4-E * Copy of Indenture dated as of February 15, 1988 between
Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee. Filed as Exhibit 4-C to the Registrant's
Registration Statement No. 33-23479 on Form S-3, and
incorporated herein by reference.
4-F * Copy of First Supplemental Indenture dated as of September
1, 1989 between Chrysler Financial Corporation and IBJ
Schroder Bank & Trust Company, Trustee. Filed as Exhibit 4-N
to the Current Report of Chrysler Financial Corporation on
Form 8-K dated September 1, 1989 and filed on September 13,
1989, and incorporated herein by reference.
4-G * Copy of Indenture dated as of February 15, 1988 between
Chrysler Financial Corporation and Irving Trust Company,
Trustee. Filed as Exhibit 4-D to the Registrant's Registra-
tion Statement No. 33-23479 on Form S-3, and incorporated
herein by reference.
4-H * Copy of First Supplemental Indenture dated as of September
1, 1989 between Chrysler Financial Corporation and Irving
Trust Company, Trustee. Filed as Exhibit 4-O to the Current
Report of Chrysler Financial Corporation on Form 8-K dated
September 1, 1989 and filed on September 13, 1989, and
incorporated herein by reference.
4-I * Copy of Indenture dated as of September 15, 1986 (as amended
and restated) between Chrysler Financial Corporation and
Manufacturers Hanover Trust Company, Trustee. Filed as
Exhibit 4-E to the Registrant's Registration Statement No.
33-27135 on Form S-3, and incorporated herein by reference.
4-J * Copy of Indenture dated as of September 15, 1986 (as amended
and restated) between Chrysler Financial Corporation and IBJ
Schroder Bank & Trust Company (formerly J. Henry Schroder
Bank & Trust Company), Trustee. Filed as Exhibit 4-F to the
Registrant's Registration Statement No. 33-27135 on Form S-3,
and incorporated herein by reference.
4-K * Copy of Forms of Warrant Agreements. Filed as Exhibit 4-M to
Registration Statement No. 33-27135 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-L * Form of Fixed Rate Redeemable or Non-redeemable Note. Filed
as Exhibit 4-L to Registration Statement No. 33-50385 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-M * Form of Fixed Rate Medium-Term Note. Filed as Exhibit 4-M to
Registration Statement No. 33-50385 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-N * Form of Floating Rate Medium-Term Note. Filed as Exhibit 4-N
to Registration Statement No. 33-50385 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-O * Form of Multi-Currency Fixed Rate Medium-Term Note. Filed as
Exhibit 4-O to Registration Statement No. 33-50385 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-P * Form of Multi-Currency Floating Rate Medium-Term Note. Filed
as Exhibit 4-P to Registration Statement No. 33-50385 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-Q * Form of Floating Rate (LIBOR-Based) Note. Filed as Exhibit
4-Q to the Current Report on Form 8-K dated and filed
November 22, 1993, and incorporated herein by reference.
5-A Opinion of Allan L. Ronquillo, Esq., Vice President and
General Counsel of Chrysler Financial Corporation, including
consent.
12-A Chrysler Financial Corporation and Subsidiaries Computations
of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Consolidated Computations of Ratios of
Earnings to Fixed Charges.
15 Letter re Unaudited Interim Financial Information
23-A Consent of Allan L. Ronquillo, Esq. (included in Exhibit
5-A)
23-B Consent of Deloitte & Touche LLP.
24 Powers of attorney pursuant to which the signatures of
certain directors of Chrysler Financial Corporation have
been affixed to this Registration Statement.
25 Statement of Eligibility and Qualification of Trustee on
Form T-1.
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* Incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(c) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Southfield
and State of Michigan, on the 5th day of October, 1994.
Chrysler Financial Corporation
(Registrant)
By /s/ John P. Tierney
John P. Tierney
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Principal executive officer: Date
/s/ John P. Tierney Chairman of October 5, 1994
John P. Tierney the Board
Principal financial officer:
/s/ Dennis M. Cantwell Vice President -- October 5, 1994
Dennis M. Cantwell Corporate Finance
and Development
Principal accounting officer:
/s/ T.P. Dykstra Vice President and October 5, 1994
T.P. Dykstra Controller
<PAGE>
Board of Directors: Date
/s/ W.S. Bishop* Director October 5, 1994
W.S. Bishop
/s/ T.P. Capo* Director October 5, 1994
T.P. Capo
/s/ Dennis M. Cantwell* Director October 5, 1994
Dennis M. Cantwell
/s/ R.J. Eaton* Director October 5, 1994
R.J. Eaton
/s/ Jeremiah E. Farrell* Director October 5, 1994
Jeremiah E. Farrell
/s/ R.A. Lutz* Director October 5, 1994
R.A. Lutz
/s/ W.J. O'Brien III* Director October 5, 1994
W.J. O'Brien III
/s/ John P. Tierney* Director October 5, 1994
John P. Tierney
/s/ G.C. Valade* Director October 5, 1994
G.C. Valade
*By /s/ Robert A. Link
Robert A. Link
Attorney-in-Fact
October 5, 1994
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
1-A Copy of Form of Underwriting Agreement. Filed as Exhibit 1-A *
to Registration No. 33-32434 of Chrysler Financial Corpora-
tion, and incorporated herein by reference.
1-B Copy of Form of Distribution Agreement. Filed as Exhibit 1-B *
to Registration Statement No. 33-50385, and incorporated
herein by reference.
1-C Copy of Form of Remarketing Agreement. Filed as Exhibit 1-C *
to Registration Statement No. 33-32484 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-A Copy of Restated Articles of Incorporation of Chrysler *
Financial Corporation as adopted and filed with the Corpora-
tion Division of Michigan Department of Treasury on October
1, 1971. Filed as Exhibit 3-A to Registration Statement No.
2-43097 of Chrysler Financial Corporation, and incorporated
herein by reference.
3-B Copies of amendments to the Restated Articles of Incorpora- *
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on December
26, 1975, April 23, 1985 and June 21, 1985, respectively.
Filed as Exhibit 3-B to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorpora- *
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on August 12,
1987 and August 14, 1987, respectively. Filed as Exhibit 3 to
the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1987, and
incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorpora- *
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on December
11, 1987 and January 25, 1988, respectively. Filed as Exhibit
3-D to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1989, and incorpo-
rated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorpora- *
tion of Chrysler Financial Corporation filed with the
Department of Commerce of the State of Michigan on June 13,
1989, June 23, 1989 (two amendments), September 13, 1989,
January 31, 1990 and March 8, 1990, respectively. Filed as
Exhibit 3-E to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1989,
and incorporated herein by reference.
3-F Copy of amendments to the Restated Articles of Incorporation *
of Chrysler Financial Corporation filed with the Department
of Commerce of the State of Michigan on March 29, 1990 and
May 10, 1990. Filed as Exhibit 3-G to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter
ended March 31, 1990, and incorporated herein by reference.
3-G Copy of the By-Laws of Chrysler Financial Corporation as *
amended to August 1, 1990. Filed as Exhibit 3-I to the
Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended September 30, 1990, and incorpo-
rated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as *
amended to January 1, 1992 and presently in effect. Filed as
Exhibit 3H to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-A Copy of Indenture dated as of February 15, 1988 between *
Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee. Filed as Exhibit 4-A to the Regi-
strant's Registration Statement No. 33-23479 on Form S-3,
and incorporated herein by reference.
4-B Copy of First Supplemental Indenture dated as of March 1, *
1988 between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee. Filed as Exhibit 4-B to the
Registrant's Registration Statement No. 33-23479 on Form S-3,
and incorporated herein by reference.
4-C Copy of Second Supplemental Indenture, dated as of September *
7, 1990, between Chrysler Financial Corporation and Manufac-
turers Hanover Trust Company, Trustee. Filed as Exhibit 4-M
to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
4-D Copy of Third Supplemental Indenture, dated as of May 4, *
1992, between Chrysler Financial Corporation and United
States Trust Company of New York, as Successor Trustee. Filed
as Exhibit 4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1992,
and incorporated herein by reference.
4-E Copy of Indenture dated as of February 15, 1988 between *
Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee. Filed as Exhibit 4-C to the Registrant's
Registration Statement No. 33-23479 on Form S-3, and incorpo-
rated herein by reference.
4-F Copy of First Supplemental Indenture dated as of September 1, *
1989 between Chrysler Financial Corporation and IBJ Schroder
Bank & Trust Company, Trustee. Filed as Exhibit 4-N to the
Current Report of Chrysler Financial Corporation on Form 8-K
dated September 1, 1989 and filed on September 13, 1989, and
incorporated herein by reference.
4-G Copy of Indenture dated as of February 15, 1988 between *
Chrysler Financial Corporation and Irving Trust Company,
Trustee. Filed as Exhibit 4-D to the Registrant's Registra-
tion Statement No. 33-23479 on Form S-3, and incorporated
herein by reference.
4-H Copy of First Supplemental Indenture dated as of September 1, *
1989 between Chrysler Financial Corporation and Irving Trust
Company, Trustee. Filed as Exhibit 4-O to the Current Report
of Chrysler Financial Corporation on Form 8-K dated September
1, 1989 and filed on September 13, 1989, and incorporated
herein by reference.
4-I Copy of Indenture dated as of September 15, 1986 (as amended *
and restated) between Chrysler Financial Corporation and
Manufacturers Hanover Trust Company, Trustee. Filed as
Exhibit 4-E to the Registrant's Registration Statement No.
33-27135 on Form S-3, and incorporated herein by reference.
4-J Copy of Indenture dated as of September 15, 1986 (as amended *
and restated) between Chrysler Financial Corporation and IBJ
Schroder Bank & Trust Company (formerly J. Henry Schroder
Bank & Trust Company), Trustee. Filed as Exhibit 4-F to the
Registrant's Registration Statement No. 33-27135 on Form S-3,
and incorporated herein by reference.
4-K Copy of Forms of Warrant Agreements. Filed as Exhibit 4-M to *
Registration Statement No. 33-27135 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-L Form of Fixed Rate Redeemable or Non-redeemable Note. Filed *
as Exhibit 4-L to Registration Statement No. 33-50385 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-M Form of Fixed Rate Medium-Term Note. Filed as Exhibit 4-M to *
Registration Statement No. 33-50385 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-N Form of Floating Rate Medium-Term Note. Filed as Exhibit 4-N *
to Registration Statement No. 33-50385 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-O Form of Multi-Currency Fixed Rate Medium-Term Note. Filed as *
Exhibit 4-O to Registration Statement No. 33-50385 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-P Form of Multi-Currency Floating Rate Medium-Term Note. Filed *
as Exhibit 4-P to Registration Statement No. 33-50385 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-Q Form of Floating Rate (LIBOR-Based) Note. Filed as Exhibit *
4-Q to the Current Report on Form 8-K dated and filed
November 22, 1993, and incorporated herein by reference.
5-A Opinion of Allan L. Ronquillo, Esq., Vice President and
General Counsel of Chrysler Financial Corporation, including
consent.
12-A Chrysler Financial Corporation and Subsidiaries Computations
of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Consolidated Computations of Ratios of
Earnings to Fixed Charges.
15 Letter re Unaudited Interim Financial Information
23-A Consent of Allan L. Ronquillo, Esq. (included in Exhibit 5-A)
23-B Consent of Deloitte & Touche LLP.
24 Powers of attorney pursuant to which the signatures of
certain directors of Chrysler Financial Corporation have been
affixed to this Registration Statement.
25 Statement of Eligibility and Qualification of Trustee on Form
T-1.
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* Incorporated herein by reference.
EXHIBIT 5-A
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
October 5, 1994
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
Dear Sirs:
In connection with the registration of debt securities of
Chrysler Financial Corporation (the "Company") consisting of
debentures, notes, bonds and/or other evidences of indebtedness
("Debt Securities") and warrants to purchase Debt Securities
("Warrants") having an aggregate initial public offering price of
up to $4,500,000,000 (plus $3,180,975,850 of left over and not used
from Registration Statements No. 33-50385 and No. 33-52421)
for issuance from time to time pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), I advise
that in my opinion the Company (i) has full power and authority
under the laws of Michigan, the State of the Company's
incorporation, and under the Restated Articles of Incorporation
of the Company, as amended, to borrow the money and to contract
the indebtedness to be evidenced by the Debt Securities,
(ii) has full power and authority under such laws and
under such Restated Articles of Incorporation to have entered
into the Indenture, dated as of February 15, 1988, with
Manufacturers Hanover Trust Company, as Trustee, United States
Trust Company of New York, as successor Trustee, in relation to
the issuance of the Debt Securities, as amended (the
"Indenture"), and (iii) has full power and authority under such
laws and under such Restated Articles of Incorporation to issue
one or more series of Warrants, pursuant in each case to a
warrant agreement ("Warrant Agreement") with a bank or trust
company as warrant agent ("Warrant Agent").
It is my further opinion that the execution and delivery of
the Indenture has been duly authorized by the Company and the
Debt Securities, when duly authorized, executed and authenticated
as provided in the Indenture, issued and paid for, will be valid
and legally binding obligations of the Company in accordance with
and subject to the terms thereof and of the Indenture.
It is also my opinion that (i) the execution and delivery of
the Warrant Agreements have been duly authorized by the Company
and (ii) each series of Warrants, upon the due execution and
delivery of a Warrant Agreement relating thereto by a Warrant
Agent pursuant to due authorization and by the Company and upon
the due execution, countersigning and delivery of the
certificates evidencing such Warrants, will be duly and validly
authorized for issuance and will be valid and legally binding
obligations of the Company in accordance with their terms and the
terms of the governing Warrant Agreement.
The foregoing opinions are (a) subject to all applicable
bankruptcy, insolvency and similar laws affecting the rights of
creditors generally and (b) subject, as to enforceability, to
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).
I hereby consent to the use of this opinion as Exhibit 5 to
the Company's Registration Statement filed with the Securities
and Exchange Commission, with respect to the Debt Securities and
the Warrants, and to the use of the my name in such Registration
Statement and in the related Prospectus under the heading "Legal
Matters."
Very truly yours,
/s/Allan L. Ronquillo
Allan L. Ronquillo
Vice President and
General Counsel
/mr
Exhibit 12-A
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(Unaudited)
1994 1993
(Dollars in millions)
<S> <C> <C>
Net Earnings before cumulative
effect of changes in accounting
principles $ 91 $ 81
Add back:
Taxes on income 53 31
Fixed charges 387 437
Earnings available for
fixed charges $531 $549
Fixed charges:
Interest expense $378 $427
Rent 9 10
Total fixed charges $387 $437
Ratio of earnings to fixed charges 1.37 1.26
</TABLE>
The ratios of earnings to fixed charges have been computed by dividing
earnings before income taxes and fixed charges by fixed charges. Fixed
charges consist of interest, amortization of debt discount and expense, and
rentals. Rentals included in fixed charges are the portion of total rent
expense representative of the interest factor (deemed to be one-third).
Exhibit 12-B
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(Unaudited)
1994 1993
(Dollars in millions)
<S> <C> <C>
Net earnings (loss) from continuing
operations before cumulative
effect of changes in accounting
principles $1,894 $1,215
Add back:
Taxes on income 1,242 787
Fixed charges 648 752
Amortization of previously
capitalized interest 49 50
Deduct:
Capitalized interest 89 83
Undistributed earnings from
less than fifty-percent owned
affiliates 6 2
Earnings available for fixed charges $3,738 $2,719
Fixed charges:
Interest expense $ 482 $ 592
Capitalized interest 89 83
Credit line commitment fees 6 5
Interest portion of rent expense 71 72
Gross-up of preferred stock dividends
of majority-owned subsidiaries (CFC)
to a pre-tax basis 0 0
Total fixed charges $ 648 $ 752
Ratio of earnings to fixed charges 5.77 3.62
Preferred stock dividend requirements 66 66
Ratio of earnings to fixed charges and
preferred stock dividend requirements 5.24 3.32
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 6 $ 2
Deduct - Dividends paid by affiliates 0 0
Undistributed earnings from less than
fifty-percent owned affiliates $ 6 $ 2
</TABLE>
For the purpose of computing the ratios of earnings to fixed charges and
preferred stock dividends, earnings are determined by adding back fixed
charges to consolidated earnings from continuing operations (including
equity in net earnings of unconsolidated subsidiaries) before taxes
on income and excluding undistributed earnings from less than fifty-percent
owned affiliates. Fixed charges consist of interest expense, credit line
commitment fees, interest portion of rental expense and the preferred
stock dividend requirements of its majority-owned subsidiaries increased
to an amount representing the pre-tax earnings that would be required
to cover such dividend requirements.
EXHIBIT 15
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
October 5, 1994
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Chrysler Financial Corporation (a
subsidiary of Chrysler Corporation) and its consolidated subsidiaries for
the periods ended March 31, 1994 and 1993 and June 30, 1994 and 1993, as
indicated in our reports dated April 19, 1994 and July 14, 1994,
respectively; because we did not perform an audit, we expressed no opinion
on that information.
We are aware that our reports referred to above, which were included in
your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994 and included in your Reports on Form 8-K dated April 19,
1994 and July 14, 1994, are incorporated by reference in this Registration
Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
/s/ Deloitte & Touche LLP
_______________
Deloitte Touche
Tohmatsu
International
_______________
EXHIBIT 23-B
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Chrysler Financial Corporation on Form S-3 of our report
dated January 18, 1994 on the financial statements of Chrysler Financial
Corporation and consolidated subsidiaries as of December 31, 1993 and 1992
and for each of the three years in the period ended December 31, 1993, and
of our report dated January 18, 1994 relating to the financial statements
schedules of Chrysler Financial Corporation and consolidated subsidiaries
as of December 31, 1993 and 1992 and for each of the three years in the
period ended December 31, 1993, appearing in the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended December 31,
1993, and to the reference to us under the headings "Selected Consolidated
Financial Data" and "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
October 5, 1994
_______________
Deloitte Touche
Tohmatsu
International
_______________
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of Chrysler Financial Corporation hereby severally constitutes
and appoints ROBERT A. LINK, BYRON C. BABBISH and STEVEN C. POLING, or any
one or more of them, to be his agents, proxies and attorneys-in-fact, to
sign and execute in his name, place and stead and on his behalf as a
director of Chrysler Financial Corporation, and to file with the
Securities and Exchange Commission, a Registration Statement of Chrysler
Financial Corporation on Form S-3, registering under the Securities Act of
1933, Debt Securities and Warrants of Chrysler Financial Corporation
having an aggregate initial public offering price of $4,500,000,000 and
any and all further amendments (including post-effective amendments) to
such Registration Statement, and to file all exhibits thereto and other
documents in connection therewith, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and perform
each and every act and thing required to be done that may be necessary or
desirable, hereby approving, ratifying and confirming all that the
aforesaid agents, proxies and attorneys-in-fact do, or that any one of
them does or causes to be done, on his behalf pursuant to this Power of
Attorney.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 5th day of October, 1994.
/s/W. S. Bishop /s/R. A. Lutz
- ------------------------------ ------------------------------
W. S. Bishop R. A. Lutz
/s/D. M. Cantwell /s/W. J. O'Brien III
- ------------------------------ ------------------------------
D. M. Cantwell W. J. O'Brien III
/s/T. P. Capo /s/John P. Tierney
- ------------------------------ ------------------------------
T. P. Capo John P. Tierney
/s/R. J. Eaton /s/G. C. Valade
- ------------------------------ ------------------------------
R. J. Eaton G. C. Valade
/s/Jeremiah E. Farrell
- ------------------------------
Jeremiah E. Farrell
FORM T-1
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
__________________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5459866
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
__________________
CHRYSLER FINANCIAL CORPORATION
(Exact name of obligor as specified in its charter)
Michigan 38-0961430
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
27777 Franklin Road
Southfield, Michigan 48034
(Address of principal executive offices) (Zip Code)
__________________
Senior Debt Securities
(Title of the indenture securities)
===========================================================================
<PAGE>
GENERAL
1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York (2nd District), New York,
New York (Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH THE OBLIGOR
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.
Chrysler Financial Corporation currently is not in default under
any of its outstanding securities for which United States Trust
Company of New York is Trustee. Accordingly, responses to Items 3, 4,
5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form T-1 are not required
under General Instruction B.
16. LIST OF EXHIBITS.
T-1.1 - "Chapter 204, Laws of 1853, An Act to Incorporate the United
States Trust Company of New York, as Amended", is incorporated
by reference to Exhibit T-1.1 to Form T-1 filed on September
20, 1991 with the Securities and Exchange Commission (the
"Commission") pursuant to the Trust Indenture Act of 1939
(Registration No. 2221291).
T-1.2 - The trustee was organized by a special act of the New York
Legislature in 1853 prior to the time that the New York
Banking Law was revised to require a Certificate of authority
to commence business. Accordingly, under New York Banking
Law, the Charter (Exhibit T-1.1) constitutes an equivalent of
a certificate of authority to commence business.
T-1.3 - The authorization of the trustee to exercise corporate trust
powers is contained in the Charter (Exhibit T-1.1).
<PAGE>
16. LIST OF EXHIBITS
(Continued)
T-1.4 - The By-laws of the United States Trust Company of New York, as
amended to date, are incorporated by reference to Exhibit
T-1.4 to Form T-1 filed on September 20, 1991 with the
Commission pursuant to the Trust Indenture Act of 1939
(Registration No. 2221291).
T-1.6 - The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of October 5, 1994, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U.S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and will
rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
__________________
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, a corporation organized
and existing under the laws of the State of New York, has duly caused this
statement of eligibility and qualification to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of New York,
and State of New York, on the 5th day of October, 1994.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ Robert E. Patterson, III
--------------------------------
Robert E. Patterson, III
Assistant Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
March 19, 1992
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of
1939, and subject to the limitations set forth therein, United States Trust
Company of New York ("U.S. Trust") hereby consents that reports of
examinations of U.S. Trust by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/ Gerard F. Ganey
-----------------------------
Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
Consolidated Report of Condition of
UNITED STATES TRUST COMPANY OF NEW YORK
and Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business June 30, 1994, published in
accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C> <C>
Cash and balances due from depository institutions:
a. Noninterest bearing balances and currency and coin: $ 290,519
b. Interest bearing balances: 50,000
Securities: 1,452,265
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and in
IBF's: 0
a: Federal funds sold: 5,000
b: Securities purchased under agreements to resell: 0
Loans and lease financing receivables:
a. Loans and leases, net of unearned income: 1,456,949
b. LESS: Allowance for loan and lease losses: 12,399
c. Loans and leases, net of unearned income,
allowance and reserve: 1,444,550
Premises and fixed assets (including capitalized
leases): 97,105
Other real estate owned: 10,865
Investments in unconsolidated subsidiaries and
associated companies: 957
Intangible assets: 1,465
Other assets: 113,660
-----------
TOTAL ASSETS: $ 3,466,386
===========
LIABILITIES
Deposits:
a. In domestic offices: $ 2,161,830
(1) Non interest bearing: 1,098,376
(2) Interest bearing: 1,063,454
b. In foreign offices, Edge and Agreement
subsidiaries, and IBF's: 7,636
(1) Interest bearing: 7,636
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
a. Federal funds purchased: 933,170
b. Securities sold under agreements to repurchase: 3,672
Demand notes issued to the U.S. Treasury: 0
Other Borrowed Money 73,049
Mortgage indebtedness and obligations under
capitalized leases: 1,639
Subordinated notes and debentures: 12,453
Other liabilities: 81,856
-----------
TOTAL LIABILITIES: $ 3,275,305
===========
EQUITY CAPITAL
Common Stock: $ 14,995
Surplus: 41,500
Undivided profits and capital reserves: 138,377
Net unrealized holding gains (losses) on
available-for-sale securities (3,791)
-----------
TOTAL EQUITY CAPITAL: $ 191,081
===========
TOTAL LIABILITY AND EQUITY CAPITAL: $ 3,466,386
===========
</TABLE>
<PAGE>
I, Daniel M. Clavin, Senior Vice President of the above-named bank do
hereby declare that this report of condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
DANIEL M. CLAVIN, SVP
June 30, 1994
We, the undersigned trustees, attest the correctness of this Report of
Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve
System and is true and correct.
H. MARSHALL SCHWARZ |
JEFFREY S. MAURER | Trustees
FREDERICK S. WONHAM |
