As filed with the Securities and Exchange Commission on December 7, 1995
Registration No. 33-64179
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] _________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1)(2) per unit(3) offering price(1)(3) fee
--------------------------- ---------------- -------------- -------------------- -------------
<S> <C> <C> <C> <C>
Debt Securities and Warrants to Purchase Debt
Securities $4,640,000,000 100% $4,640,000,000 $1,600,000
<FN>
============================================================================
(1) In U.S. dollars or the equivalent thereof in one or more foreign or
composite currencies.
(2) Plus such additional principal amount as may be necessary such that, if
Debt Securities or Warrants are issued with original issue discount, the
aggregate initial offering price of all Debt Securities and Warrants will
equal $4,640,000,000.
(3) Estimated solely for the purpose of calculating the registration fee.
</TABLE>
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 Statement No. 33-55787 on Form S-3.
===============================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to completion -- Preliminary Prospectus Dated December 7, 1995
PROSPECTUS
[ CHRYSLER FINANCIAL CORPORATION logotype ]
Debt Securities and Warrants
Chrysler Financial Corporation (the "Company") may offer from time to
time its debt securities consisting of senior debentures, notes, bonds and/or
other evidences of indebtedness ("Debt Securities"), and warrants to purchase
Debt Securities ("Warrants") up to an aggregate initial public offering price
of approximately $8,128,200,850 or the equivalent thereof in one or more
foreign currencies or composite currencies. Debt Securities and Warrants may be
offered, separately or together, in separate series in amounts, at prices and
on terms to be set forth in supplements to this Prospectus. Unless otherwise
provided in any such supplement, the Debt Securities and Warrants will be sold
only for U.S. dollars, and the principal of and any interest on the Debt
Securities will likewise be payable only in U.S. dollars.
The Debt Securities will rank pari passu in right of payment with all
existing and future unsecured and unsubordinated indebtedness of the Company.
See "Description of Debt Securities."
Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with coupons attached
("Bearer Securities") or in the form of one or more global securities (each a
"Global Security"). Warrants of a series may be issuable in registered form
("Registered Warrants") and may be issuable in bearer form ("Bearer Warrants").
Bearer Securities and Bearer Warrants will be offered only to non-United States
persons and to offices located outside the United States of certain United
States financial institutions.
The terms of the Debt Securities and/or Warrants in respect of which this
Prospectus is being delivered, including, where applicable, the specific
designation, aggregate principal amount, currency, denominations, maturity,
premium, rate (which may be fixed or variable) and time of payment of interest,
the nature of any liens securing the Debt Securities, terms for redemption at
the option of the Company or the holder, terms for sinking fund payments, terms
for exercising the Warrants, the initial public offering price, the names of,
and the principal amounts to be purchased by, underwriters and the compensation
of any agents and underwriters and other terms in connection with the offering
and sale of such Debt Securities and/or Warrants are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement").
The Company may offer and sell Debt Securities and Warrants, separately
or together, to or through underwriters, and also may offer and sell Debt
Securities and Warrants, separately or together, directly to other purchasers
or through agents. See "Plan of Distribution." If any agents of the Company or
any underwriters are involved in the sale of any Debt Securities in respect of
which this Prospectus is being delivered, the names of such agents or
underwriters and any applicable commissions or discounts will be set forth in
the applicable Prospectus Supplement. The net proceeds to the Company from such
sale also will be set forth in the applicable Prospectus Supplement. This
Prospectus may not be used to consummate sales of Debt Securities or Warrants
unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company and Chrysler Corporation are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, file reports and other information with
the Securities and Exchange Commission (the "Commission"). Such reports and
other information may be inspected and copies may be obtained at the principal
office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549 and at the following regional offices of the Commission:
Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511; and Seven World Trade Center, 13th Floor, New York, New
York, 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at Room 1024 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports and other information concerning the
Company can be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005, on which certain of the Company's
debt securities are listed.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Debt Securities and Warrants offered hereby. This Prospectus does not
contain all of the information included in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the Debt Securities and Warrants, reference is hereby made to the
Registration Statement and the exhibits and schedules thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1994, Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, June 30, 1995 and September 30, 1995, the Current Reports on Form
8-K dated January 17, 1995, May 5, 1995 and August 24, 1995 and Amendment
No. 1 to the Current Report on Form 8-K dated January 17, 1995 on Form 8-K/A
dated January 24, 1995, which were previously filed with the Commission
pursuant to the Exchange Act, are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities and Warrants
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein, in the accompanying Prospectus
Supplement or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superceded shall not be deemed, except
as so modified or superceded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any and
all documents incorporated by reference as a part of the Registration
Statement, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the information that the Prospectus
incorporates. Requests should be directed to: Office of the Secretary, Chrysler
Financial Corporation, 27777 Franklin Road, Southfield, Michigan 48034
(telephone: (810) 948-3060).
These securities have not been approved or disapproved by the
Commissioner of Insurance for the State of North Carolina, nor has the
Commissioner of Insurance ruled upon the accuracy or the adequacy of this
Prospectus or any Prospectus Supplement hereto.
<PAGE>
CHRYSLER FINANCIAL CORPORATION
General
The Company is a financial services organization engaged in automotive
retail and wholesale financing, servicing commercial leases and loans, secured
small business financing, property, casualty and other insurance, and
automotive dealership facility development and management. All of the Company's
common stock is owned by Chrysler Corporation, a Delaware corporation (together
with its subsidiaries, "Chrysler"). The Company's primary objective is to
provide financing for automotive dealers and retail purchasers of Chrysler's
products. The Company sells significant amounts of automotive receivables
acquired in transactions subject to limited recourse provisions. The Company
remains as servicer to such receivables for which it is paid a servicing fee.
At September 30, 1995, the Company had approximately 3,200 employees and its
portfolio of receivables managed, which includes receivables owned and serviced
for others, totaled $36.2 billion. The Company's executive offices are located
at 27777 Franklin Road, Southfield, Michigan 48034; telephone (810) 948-3060.
This Prospectus contains brief summaries of certain more detailed
information contained in documents incorporated herein by reference. Such
summaries are qualified in their entirety by the more detailed information
contained in the incorporated documents.
Company Operations
The Company's portfolio of finance receivables managed includes
receivables owned and receivables serviced for others. Receivables serviced for
others primarily represent sold receivables which the Company services for a
fee. At September 30, 1995, receivables serviced for others accounted for 66%
of the Company's portfolio of receivables managed. Total finance receivables
managed at September 30, 1995 and 1994 and at December 31 of each of the five
most recent years were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
-------------------- -----------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(unaudited) (in millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive financing $33,802 $27,113 $29,962 $25,011 $22,481 $24,220 $25,117
Nonautomotive financing 2,436 2,857 2,775 3,251 7,657 9,486 10,709
------- ------- ------- ------- ------- ------- -------
Total $36,238 $29,737 $32,737 $28,262 $30,138 $33,706 $35,826
======= ======= ======= ======= ======= ======= =======
</TABLE>
Automotive Financing. The Company conducts its automotive finance
business principally through its subsidiaries Chrysler Credit Corporation,
Chrysler Credit Canada Ltd., and, in Mexico, Chrysler Comercial S.A. de
C.V. (collectively, "Chrysler Credit"). Chrysler Credit is the major source of
car and truck wholesale financing (also referred to as "floor plan") and retail
financing for Chrysler vehicles throughout North America. Chrysler Credit also
offers its floor plan dealers working capital loans, real estate and equipment
financing and financing plans for fleet buyers, including daily rental car
companies independent of, and affiliated with, Chrysler. The automotive
financing operations of Chrysler Credit and such other subsidiaries are
conducted through 94 branches in the United States, Canada and Mexico.
During the first nine months of 1995, the Company financed or leased
approximately 831,000 vehicles at retail, including approximately 483,000 new
Chrysler cars and trucks representing 29 percent of Chrysler's U.S. retail and
fleet deliveries. The Company also financed at wholesale approximately
1,193,000 new Chrysler cars and trucks representing 75 percent of Chrysler's
U.S. factory shipments in the first nine months of 1995. During 1994, the
Company financed or leased approximately 830,000 vehicles at retail, including
approximately 525,000 new Chrysler cars and trucks representing 24 percent of
Chrysler's U.S. retail and fleet deliveries. The Company also financed at
wholesale approximately 1,647,000 new Chrysler cars and trucks representing 73
percent of Chrysler's U.S. factory shipments in 1994.
Nonautomotive Financing. Chrysler Capital Corporation, a wholly-owned
subsidiary of the Company ("Chrysler Capital"), manages commercial leases
and loans in over 15 industries throughout the United States. At September 30,
1995, Chrysler Capital managed $2.1 billion of commercial finance receivables
<PAGE>
compared to $2.3 billion at December 31, 1994 and $2.7 billion at December 31,
1993. In addition, the Company managed a portfolio of secured small business
loans totaling $.5 billion at December 31, 1994. The Company has downsized
its nonautomotive operations through sales and liquidations over the last
several years.
Risk Factors
Prior to deciding to invest in the Debt Securities, potential purchasers
should carefully consider the following factors, together with the information
herein contained and incorporated herein by reference.
Liquidity and Capital Resources. The Company has significant liquidity
requirements. If cash provided by operations, borrowings under bank credit
lines, continued receivable sales and the placement of term debt does not
provide the necessary liquidity, the Company would be required to restrict its
financing of Chrysler products and dealers. A significant reduction in such
financing support would have a material adverse effect on the Company and
Chrysler. Additionally, an impairment of the Company's ability to sell or
securitize its receivables, a reduction in Chrysler's automotive product sales,
and a variety of other factors could affect the Company's ability to repay its
debt at maturity. See, "Chrysler Financial Corporation Selected Consolidated
Financial Data -- Liquidity and Capital Resources."
Relationship with Chrysler. Due to the significant portion of the
Company's business that relates to Chrysler and the Company's increasing
dependence upon Chrysler, lower levels of production and sales of Chrysler
automotive products would likely result in a reduction in the level of finance
operations of the Company. The Company's results of operations during the next
several years will depend significantly upon the success of Chrysler's new
products. The success of Chrysler's new products will depend upon a number of
factors, including the economy, competition, consumer acceptance, Chrysler's
ability to fund its new product development and facility modernization
programs, the effect of governmental regulation and the strength of Chrysler's
marketing and dealer networks. See "Information Concerning Chrysler
Corporation."
<PAGE>
CHRYSLER FINANCIAL CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected financial data of the Company for each of the last
five years ended December 31, 1994 have been derived from the audited
consolidated financial statements of the Company. The consolidated financial
statements as of December 31, 1994 and 1993 and for each of the last three
years ended December 31, 1994 and the report of Deloitte & Touche LLP thereon
are incorporated herein by reference. The selected historical financial data
presented below as of and for the nine-month periods ended September 30, 1995
and 1994 are derived from the unaudited consolidated financial statements of
the Company and its subsidiaries incorporated herein by reference and reflects
all adjustments, consisting of only normal recurring items, which are, in the
opinion of management, necessary to present a fair statement of the results
for such periods. Results for the nine-month period ended September 30, 1995
are not necessarily indicative of results to be expected for the entire year.
The following selected consolidated financial data should be read in
conjunction with such consolidated financial statements, related notes and
other financial information incorporated herein by reference.
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
------------------ -----------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(unaudited) (dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Statement Data:(1)
Total interest income $ 1,182 $ 990 $ 1,357 $ 1,418 $ 1,939 $ 2,598 $ 3,293
Interest expense 681 556 754 791 1,022 1,446 2,051
Interest margin 501 434 603 627 917 1,152 1,242
Other revenues 592 465 627 621 636 623 481
Operating expenses 288 338 497 463 595 614 566
Provision for credit losses 256 162 203 216 309 421 339
Earnings before income taxes and cumulative effect of
changes in accounting principles 374 226 315 267 295 402 476
Net earnings(2) 242 141 195 129 231 276 313
<CAPTION>
September 30, December 31,
----------------- -----------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(unaudited) (dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:(1)
Finance receivables -- net $11,968 $10,894 $12,423 $ 9,626 $10,200 $15,579 $20,927
Retained interests in sold receivables and other
related amounts -- net 2,657 2,691 2,251 2,620 2,759 2,885 1,272
Cash and cash equivalents 427 170 174 265 433 522 266
Marketable securities 780 337 583 348 333 298 310
Assets held for sale -- -- -- -- 2,393 -- --
Amounts due from affiliated companies -- -- 66 -- -- 67 --
Repossessed collateral 166 240 162 269 192 182 93
Dealership properties leased -- net 381 409 407 423 454 469 464
Equipment and vehicles leased -- net 424 215 234 176 333 836 883
Other assets 302 405 348 524 451 442 487
Total assets $17,105 $15,361 $16,648 $14,251 $17,548 $21,280 $24,702
Short-term notes (primarily commercial paper) $ 2,676 $ 3,114 $ 4,315 $ 2,772 $ 352 $ 339 $ 1,114
Bank borrowings -- -- -- -- 5,924 6,633 6,241
Senior term debt 8,337 5,768 6,069 5,139 4,436 6,742 9,233
Subordinated term debt 27 27 27 77 585 949 1,686
Other debt 93 569 260 447 455 518 431
Accounts payable, accrued expenses and other 1,097 1,048 1,155 1,147 1,270 1,777 1,712
Amounts due to affiliated companies 97 15 -- 24 35 -- 224
Deferred income taxes 1,475 1,572 1,549 1,514 1,493 1,480 1,272
Total liabilities 13,802 12,113 13,375 11,120 14,550 18,438 21,913
Shareholder's investment:
Preferred -- -- -- -- -- 75 285
Common(3) 3,303 3,248 3,273 3,131 2,998 2,767 2,504
Total shareholder's investment 3,303 3,248 3,273 3,131 2,998 2,842 2,789
Total liabilities and shareholder's investment $17,105 $15,361 $16,648 $14,251 $17,548 $21,280 $24,702
<FN>
- ----------------
(1) Prior periods reclassified to conform to current classifications.
(2) Net earnings for 1993 included a $30 million after-tax charge from the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" and
SFAS No. 112, "Employers' Accounting for Postemployment Benefits," while
1992 net earnings included a $51 million favorable after-tax adjustment
from the adoption of SFAS No. 109, "Accounting for Income Taxes" and an
after-tax one-time $24 million charge for the write-off of goodwill.
(3) The Company declared cash dividends totaling $229 million in respect of its
common stock for the nine months ended September 30, 1995, $40 million
during 1994 and $16 million for the nine months ended September 30, 1994.
The Company declared no cash dividends in respect of its common stock
during 1993, 1992 or 1991 and in 1990 declared cash dividends of $150
million.
</TABLE>
<PAGE>
Financial Condition
The Company's primary objective is to provide financing support for
automotive dealers and retail customers of Chrysler's products. The Company's
receivables managed and total assets at September 30, 1995 increased from
year-end 1994 levels reflecting growth in automotive volume. Total assets
increased during 1994 for the first time since 1989 due to higher volumes of
automotive receivables acquired and lower levels of automotive retail
receivable sales. The Company paid $229 million and $16 million in dividends
to Chrysler in the first nine months of 1995 and 1994, respectively, and $40
million during 1994.
The Company's portfolio of receivables managed, which includes
receivables owned and receivables serviced for others, totaled $36.2 billion
at September 30, 1995 compared to $32.7 billion at December 31, 1994 and
$30.0 billion at September 30, 1994. The increase in receivables managed
reflects higher volumes of automotive receivables acquired, partially offset
by continued liquidations of nonautomotive finance receivables.
Receivables serviced for others primarily represent sold receivables
which the Company services for a fee. Receivables serviced for others totaled
$24.0 billion at September 30, 1995 compared to $20.1 billion at December 31,
1994 and $20.9 billion at September 30, 1994.
The Company's total allowance for credit losses, including receivables
sold subject to limited recourse provisions, totaled $595 million, $510
million and $525 million at September 30, 1995, December 31, 1994, and
September 30, 1994, respectively. The total allowance for credit losses as a
percentage of related finance receivables managed was 1.85%, 1.66% and 1.85%
at September 30, 1995, December 31, 1994, and September 30, 1994,
respectively.
Total assets at September 30, 1995 increased to $17.1 billion from $16.6
billion at December 31, 1994 and $15.4 billion at September 30, 1994. Total
debt outstanding at September 30, 1995 was $11.1 billion compared to $10.7
billion at December 31, 1994 and $9.5 billion at September 30, 1994. The
Company's debt-to-equity ratio increased to 3.4 to 1 at September 30, 1995
compared to 3.3 t o 1 at December 31, 1994 and 2.9 to 1 at September 30, 1994,
reflecting increased use of term debt and commercial paper to fund the
Company's asset growth.
Results of Operations
The Company's earnings before taxes were $138 million and $374 million
for the three and nine months ended September 30, 1995, respectively, which
compares to $82 million and $226 million for the comparable periods of 1994.
The Company's net earnings were $87 million and $242 million for the three and
nine months ended September 30, 1995, respectively, compared to $50 million and
$141 million in the comparable periods of 1994. The increase in earnings for
the three months ended September 30, 1995 reflects higher levels of automotive
financing and lower operating expenses. The increase in earnings for the nine
months ended September 30, 1995 reflects higher levels of automotive financing,
lower bank costs and lower operating expenses.
Earnings before income taxes and cumulative effect of changes in
accounting principles for 1994 totaled $315 million, which compared to $267
million and $295 million in 1993 and 1992, respectively. The increase in 1994
earnings before income taxes and cumulative effect of changes in accounting
principles resulted from higher volumes of automotive financing, improved
credit loss experience and lower costs of bank facilities. The decline in
1993 earnings before income taxes and cumulative effect of changes in
accounting principles from 1992 resulted largely from higher borrowing costs
incurred under the Company's revolving credit agreements.
The Company's net earnings were $195 million, $129 million and $231
million in 1994, 1993 and 1992, respectively. Net earnings for 1993 included
charges totaling $30 million from the adoption of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" and SFAS No. 112,
"Employers' Accounting for Postemployment Benefits." Net earnings for 1992
included a $51 million favorable adjustment from the adoption of SFAS No. 109,
"Accounting for Income Taxes."
<PAGE>
Net credit loss experience, including net losses on receivables sold
subject to limited recourse provisions, for the first nine months of 1995 and
1994 and for the years ended December 31, 1994, 1993 and 1992 was as follows:
<TABLE>
<CAPTION>
Net Credit Losses
----------------------------------------
September 30, December 31,
-------------- ------------------------
1995 1994 1994 1993 1992
---- ---- ---- ---- ----
(unaudited) (in millions of dollars)
<S> <C> <C> <C> <C> <C>
Automotive financing $134 $ 76 $117 $109 $163
Nonautomotive financing 23 30 41 88 147
Total $157 $106 $158 $197 $310
</TABLE>
<TABLE>
<CAPTION>
Net Credit Losses to Average
Gross Receivables Outstanding
-----------------------------------
September 30, December 31,
-------------- --------------------
1995 1994 1994 1993 1992
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Automotive financing .55% .37% .42% .44% .68%
Nonautomotive financing .92% 1.01% 1.05% 1.73% 1.50%
Total .59% .45% .50% .66% .92%
</TABLE>
The recent increase in net credit losses to average receivables
outstanding is primarily related to retail automotive financing.
The Company's Mexican subsidiary, Chrysler Comercial S.A. de C.V.
("Chrysler Comercial") had total assets of $216 million and $626 million at
September 30, 1995 and 1994, respectively. The decline in Chrysler Comercial's
assets reflects the devaluation of the peso in 1994 and its negative impact on
Chrysler Comercial's retail and wholesale lending activities. The Company
believes its reserves for Mexican credit losses and a parent company support
agreement entered into with Chrysler during September, 1995, are adequate to
cover expected losses.
Liquidity and Capital Resources
Term debt borrowings, commercial paper borrowings and receivable sales
represent the Company's primary funding sources. The Company raised $3.1
billion from term debt placements during the first nine months of 1995, as
compared to $1.0 billion in the first nine months of 1994.
During the second quarter of 1995, the Company entered into new revolving
credit facilities which replaced its existing U.S. and Canadian revolving
credit and receivable sale facilities. The new facilities which total $8.0
billion consist of a $2.4 billion facility expiring in May, 1996 and a $5.6
billion facility expiring in May, 2000. These facilities include $0.8 billion
allocated to Chrysler Credit Canada Ltd. As of September 30, 1995, no amounts
were outstanding under these facilities.
Receivable sales continued to be a significant source of funding during
the first nine months of 1995 as the Company realized $4.7 billion of net
proceeds from the sale of automotive retail receivables, compared to $5.2
billion of net proceeds in the same period of 1994. During 1994, the Company
realized $6.4 billion of net proceeds from the sale of automotive retail
receivables. In addition, revolving wholesale receivable sale arrangements
provided funding which aggregated $6.6 billion, $3.8 billion and $3.6 billion
at September 30, 1995, December 31, 1994 and September 30, 1994, respectively.
At September 30, 1995, the Company had contractual debt maturities of
$3.1 billion during the remainder of 1995 (including $2.7 billion of short-term
notes), $1.6 billion in 1996 and $2.3 billion in 1997.
For additional information regarding the results of operations and
financial condition of the Company, see the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 and
<PAGE>
the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995, which are
incorporated by reference into this Prospectus.
New Accounting Standard
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
effective for fiscal years beginning after December 15, 1995. This statement
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used and long-lived assets and certain identifiable intangibles to be
disposed. The statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In addition, the statement
requires that certain long-lived assets and intangibles to be disposed of be
reported at the lower of carrying amount or fair value less cost to sell. The
Company has not determined the impact that the adoption of this accounting
standard will have on its consolidated operating results or financial position.
The Company will adopt this accounting standard on or before January 1, 1996,
as required.
<PAGE>
INFORMATION CONCERNING CHRYSLER CORPORATION
The Company's results of operations depend significantly upon the
results of operations of Chrysler. Chrysler is subject to the informational
requirements of the Exchange Act, and in accordance therewith files reports
and other information with the Commission. Such reports and other information
can be inspected and copied at the public reference facilities of the
Commission referred to above under "Available Information."
The results of operations and balance sheet data set forth below for
Chrysler reflect the full consolidation of the accounts of all significant
majority-owned subsidiaries and entities over which Chrysler has a controlling
financial interest, and, for each of the last three years ended December 31,
1994, have been derived from the audited consolidated financial statements of
Chrysler, and, as of and for the nine-month periods ended September 30, 1995
and 1994, have been derived from the unaudited consolidated financial
statements of Chrysler.
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
------------------ ----------------------------
1995 1994 1994 1993 1992
---- ---- ---- ---- ----
Results of Operations Data (unaudited) (in millions of dollars)
<S> <C> <C> <C> <C> <C>
Sales of manufactured products $35,666 $35,858 $49,363 $40,831 $33,548
Finance and insurance income 1,146 1,002 1,373 1,429 1,953
Other income 1,326 1,110 1,488 1,340 1,396
Total Revenues 38,138 37,970 52,224 43,600 36,897
Total Expenses 36,348 33,771 46,394 39,762 35,963
Earnings Before Income Taxes and Cumulative Effect of
Changes in Accounting Principles 1,790 4,199 5,830 3,838 934
Provision for income taxes 709 1,654 2,117 1,423 429
Earnings Before Cumulative Effect of Changes in
Accounting Principles 1,081 2,545 3,713 2,415 505
Cumulative effect of changes in accounting principles -- -- -- (4,966) 218
Net Earnings (Loss) $ 1,081 $ 2,545 $ 3,713 $(2,551) $ 723
Preferred stock dividends 19 60 80 80 69
Net Earnings (Loss) on Common Stock $ 1,062 $ 2,485 $ 3,633 $(2,631) $ 654
<CAPTION>
September 30, December 31,
------------------ ----------------------------
1995 1994 1994 1993 1992
---- ---- ---- ---- ----
Balance Sheet Data (unaudited) (in millions of dollars)
<S> <C> <C> <C> <C> <C>
Cash, cash equivalents and marketable securities $ 7,611 $ 7,137 $ 8,371 $ 5,095 $ 3,649
Total assets 50,789 46,506 49,539 43,679 40,690
Total debt 13,106 11,919 13,106 11,451 15,551
Shareholders' equity 10,526 9,044 10,694 6,836 7,538
</TABLE>
Results of Operations
Chrysler reported earnings before income taxes of $582 million for the
third quarter of 1995, compared with $1,063 million for the third quarter of
1994. For the first nine months of 1995, Chrysler reported earnings before
income taxes of $1,790 million, compared with $4,199 million for the first nine
months of 1994. Net earnings for the third quarter of 1995 were $354 million,
or $0.91 per common share, compared with $651 million, or $1.76 per common
share, for the third quarter of 1994. Net earnings for the nine months ended
September 30, 1995 were $1,081 million, or $2.82 per common share, compared
with $2,545 million, or $6.92 per common share, for the comparable 1994 period.
<PAGE>
The lower operating results in the third quarter of 1995 compared with
the corresponding period in 1994 resulted primarily from lower minivan
production volume, costs associated with the launch of Chrysler's all-new
minivans and the launch of Chrysler's full-size Dodge Ram pickup truck at an
additional facility, a lower mix of higher-margin vehicles, higher incentives
and lower factory unit sales in Mexico.
The lower operating results in the first nine months of 1995 compared
with the corresponding period in 1994 resulted primarily from lower minivan
production volume and costs associated with the model changeover and launch of
Chrysler's all-new minivans, higher incentives and material costs, a provision
for costs associated with production changes at Chrysler's Newark assembly
plant, a lower mix of higher-margin vehicles, and lower factory unit sales in
Mexico.
Chrysler reported earnings before income taxes and the cumulative effect
of changes in accounting principles of $5.8 billion in 1994, compared with $3.8
billion in 1993. The earnings in 1993 included a gain on sales of automotive
assets and investments totaling $265 million. Excluding the effects of these
items, Chrysler's pretax earnings for 1993 were $3.6 billion.
Chrysler reported net earnings for 1994 of $3.7 billion, or $10.11 per
common share, compared to a net loss for 1993 of $2.6 billion, or $7.62 per
common share. Net earnings for 1994 included favorable tax adjustments
aggregating $132 million. The net loss for 1993 resulted from a charge of $4.68
billion, or $13.57 per common share, for the cumulative effect of a change in
accounting principle related to the adoption of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." Also included in
the 1993 results was a charge of $283 million, or $0.82 per common share, for
the cumulative effect of a change in accounting principle relating to the
adoption of SFAS No. 112, "Employers' Accounting for Postemployment Benefits"
and a $72 million favorable adjustment of Chrysler's deferred tax assets and
liabilities as a result of the increased U.S. federal income tax rate.
The improvement in earnings in 1994 over 1993 was primarily the result of
an increase in sales volume, a reduction in lower-margin fleet sales in
proportion to total retail sales and reduced sales incentives, partially offset
by increased profit-based employee costs. During 1994, Chrysler's worldwide
factory sales of cars increased 2 percent to 1,051,750 units, while worldwide
factory sales of trucks increased 18 percent to 1,710,353 units. Combined U.S.
and Canadian dealers' days supply of vehicles increased to 69 days at December
31, 1994 from 63 days at December 31, 1993.
During 1994 and 1993, Chrysler continued to take various actions to
strengthen its financial condition, improve liquidity and add to its equity
base in order to ensure its ability to carry out its capital spending plans.
During 1994 and 1993, Chrysler contributed a total of $6.1 billion to its
pension fund. At December 31, 1994, Chrysler had plan assets in excess of its
projected pension benefit obligation ("PBO") of $244 million, compared to a PBO
in excess of plan assets of $3.9 billion at December 31, 1992. During 1993,
Chrysler issued 52 million shares of common stock for net proceeds of $1.95
billion. During 1994 and 1993, Chrysler sold assets and investments for
proceeds totaling approximately $786 million.
Chrysler's revenues and results of operations are principally derived
from the U.S. and Canada automotive marketplace. During 1994, combined U.S. and
Canada automobile industry sales increased 8 percent from the 1993 levels, as
the economic recoveries in the U.S. and Canada continued. Overall, Chrysler
experienced sales growth consistent with the U.S. and Canada automobile
industry. In response to the economic recovery, Chrysler intends to increase
its worldwide production capacity by approximately 500,000 units per year by
1996.
Chrysler vehicles manufactured and sold in Mexico during the third
quarter and first nine months of 1995 were 5,000 and 15,100 units,
respectively, a decrease of 15,700 and 48,100 units from the corresponding 1994
periods. The impact of the lower sales in Mexico during the third quarter and
first nine months of 1995 was partially offset by higher profits on vehicles
manufactured in Mexico and exported to other markets. The unfavorable economic
conditions in Mexico are expected to continue to have a negative impact on
Chrysler's operating results and financial position.
Chrysler has benefitted from several factors, including: (1) continuing
economic recoveries (including low interest rates) and strong automobile sales
in the U.S. and Canada, where Chrysler's sales
<PAGE>
are concentrated, (2) a cost advantage in comparison to vehicles manufactured
in Japan (or vehicles containing significant material components manufactured
in Japan) as a result of favorable exchange rates between the Japanese Yen
and the U.S. Dollar, and (3) a shift in U.S. and Canada consumer preferences
toward trucks, as Chrysler manufactures a higher proportion of trucks to total
vehicles than its principal competitors in the U.S. and Canada. A significant
deterioration of any of these factors could adversely affect Chrysler's
operating results.
Chrysler's automotive operations, including product design and
development efforts, manufacturing operations and sales, are conducted mainly
in North America. The automotive industry in North America is highly
competitive with respect to a number of factors, including product quality,
price, appearance, size, special options, distribution organization,
warranties, reliability, fuel economy, dealer service and financing terms. As a
result, Chrysler's ability to increase vehicle prices and to use retail sales
incentives effectively are significantly affected by the pricing actions and
sales programs of its principal competitors. Moreover, the introduction of new
products by other manufacturers may adversely affect the market shares of
competing products made by Chrysler. Also, many of Chrysler's competitors have
larger worldwide sales volumes and greater financial resources, which may place
Chrysler at a competitive disadvantage in responding to substantial changes in
consumer preferences, governmental regulations, or adverse economic conditions
in North America.
Chrysler's long-term profitability depends upon its ability to introduce
and market its new products effectively. The success of Chrysler's new products
will depend on a number of factors, including the economy, competition,
consumer acceptance, new product development, the effect of governmental
regulation and the strength of Chrysler's marketing and dealer networks. As
both Chrysler and its competitors plan to introduce new products, Chrysler
cannot predict the market shares its new products will achieve. Moreover,
Chrysler is substantially committed to its product plans and would be adversely
affected by events requiring a major shift in product development.
Liquidity and Capital Resources
Chrysler's combined cash, cash equivalents, and marketable securities
totaled $7.6 billion at September 30, 1995 (including $1.2 billion held by the
Company), compared with $8.4 billion at December 31, 1994. The decrease in the
first nine months of 1995 was the result of capital expenditures, profit-based
employee payments, common stock repurchases and dividend payments, largely
offset by cash generated by operating activities. Chrysler's combined cash,
cash equivalents and marketable securities totaled $8.4 billion at December
31, 1994 (including $757 million held by the Company), compared to $5.1
billion and $3.6 billion at December 31, 1993 and 1992, respectively. The
increase in 1994 was the result of cash generated by operating activities,
partially offset by capital expenditures and pension contributions. The
increase in 1993 was the result of cash generated by operating activities, the
issuance of 52 million shares of new common stock and the sale of assets and
investments, partially offset by debt repayments, pension contributions and
capital expenditures.
Chrysler's long-term profitability will depend on its ability to develop
and market its products successfully. Chrysler's expenditures for new product
development and the acquisition of productive assets were $13.7 billion for the
three-year period ended December 31, 1994. Expenditures for these items during
the succeeding three-year period are expected to be at similar or higher
levels. At December 31, 1994, Chrysler had commitments for capital
expenditures, including commitments for assets currently under construction,
totaling approximately $1.0 billion.
Chrysler's pension assets exceeded its PBO by $244 million at December
31, 1994, compared to a PBO in excess of plan assets of $2.2 billion and $3.9
billion at December 31, 1993 and 1992, respectively. These reductions in the
unfunded pension obligation resulted from Chrysler's contributions of $2.6
billion and $3.5 billion to the pension fund in 1994 and 1993, respectively. In
addition to the contributions in 1994, the projected pension benefit obligation
was reduced by an increase in the discount rate used to measure the obligation.
The favorable impact of the 1993 contributions was partially offset by
increases in the PBO caused by the reduction in the discount rate used to
measure the obligation and pension benefit increases which were included in
Chrysler's 1993 national labor agreements with its principal collective
bargaining units.
<PAGE>
At September 30, 1995, Chrysler (excluding the Company) had debt
maturities totaling $229 million through 1997. During the first nine months of
1995, Chrysler redeemed $300 million of its 13% Debentures Due 1997 and repaid
$180 million of other debt. At September 30, 1995, Chrysler had a $1.7 billion
revolving credit agreement which expires in July 1999. At September 30, 1995,
none of the commitment was drawn upon.
Financing by the Company
Chrysler's ability to market its products successfully depends
significantly on the availability of vehicle financing for its dealers and, to
a lesser extent, the availability of financing for retail and fleet purchasers
of its products, both of which the Company provides. The Company provided
inventory financing for approximately 73 percent of the vehicles Chrysler sold
to dealers in the United States in 1994. The Company also provided financing
for approximately 24 percent of Chrysler's U.S. retail and fleet deliveries in
1994.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company Consolidated and
Chrysler Consolidated for the first nine months of 1995 and for each of the
last five years were as follows:
<TABLE>
<CAPTION>
Nine Months Years Ended December 31,
Ended -------------------------------------
September 30, 1995 1994 1993 1992 1991 1990
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Company Consolidated 1.54X 1.41X 1.33X 1.28X 1.27X 1.23X
Chrysler Consolidated 2.69X 5.52X 3.62X 1.48X 0.59X 1.03X
</TABLE>
The Company Consolidated. The ratios of earnings to fixed charges have
been computed by dividing earnings before taxes on income 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).
Chrysler Consolidated. For purposes of computing the ratios of earnings
to fixed charges, earnings are determined by adding back fixed charges to
earnings (loss) from continuing operations (including equity in net earnings of
unconsolidated subsidiaries) before taxes on income and excluding undistributed
earnings from less than 50% owned affiliates. Fixed charges consist of interest
expense, credit line commitment fees and the interest portion of rent expense.
In 1991, earnings were not sufficient to cover fixed charges. The coverage
deficiency was $897 million.
<PAGE>
USE OF PROCEEDS
Unless otherwise provided in the applicable Prospectus Supplement, the
net proceeds to be received by the Company from the sale of the Debt Securities
and Warrants and the exercise of Warrants will be added to its general
corporate funds and may be used to repay long-term or short-term borrowings and
for other general corporate purposes. If the Company elects at the time of the
issuance of Debt Securities or Warrants to make different or more specific use
of proceeds other than as set forth herein, such use will be described in the
Prospectus Supplement.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities set forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be
described in the Prospectus Supplement relating to such Debt Securities.
The Debt Securities are to be issued under an Indenture dated as of
February 15, 1988, as amended (the "Indenture"), between the Company and
Manufacturers Hanover Trust Company, which has been succeeded by United States
Trust Company of New York as successor Trustee (the "Trustee"). The Indenture
is incorporated by reference as an exhibit to the Registration Statement. The
following summary of certain provisions of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the provisions of the
Indenture. Numerical references in parentheses below are to sections of the
Indenture. Wherever particular sections or defined terms of the Indenture are
referred to, it is intended that such sections or defined terms shall be
incorporated herein by reference.
General
Debt Securities and Warrants offered by this Prospectus will be limited
to an aggregate initial public offering price of approximately $8,128,200,850
or the equivalent thereof in one or more foreign currencies or composite
currencies. The Indenture provides that Debt Securities in an unlimited amount
may be issued thereunder from time to time in one or more series. (Section 301)
The Securities will rank pari passu in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Company.
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the terms of such Debt
Securities, including, where applicable: (i) the designation, aggregate
principal amount, currency or currencies and denominations of such Debt
Securities; (ii) the price (expressed as a percentage of the aggregate
principal amount thereof) at which such Debt Securities will be issued; (iii)
the date or dates on which such Debt Securities will mature; (iv) the currency
or currencies in which such Debt Securities are being sold and in which the
principal of and any interest on such Debt Securities will be payable, whether
the holder of any such Debt Securities may elect the currency in which payments
thereon are to be made and, if so, the manner of such election; (v) the rate or
rates (which may be fixed or variable) per annum at which such Debt Securities
will bear interest; (vi) the date from which such interest on such Debt
Securities will accrue, the dates on which such interest will be payable and
the date on which payment of such interest will commence; (vii) the dates on
which and the price or prices at which such Debt Securities will, pursuant to
any mandatory sinking fund provision, or may, pursuant to any optional
redemption or required repayment provisions, be redeemed or repaid and the
other terms and provisions of any such optional redemption or required
repayment; (viii) whether such Debt Securities are to be issuable as Registered
Securities, Bearer Securities or both and the terms upon which any Bearer
Securities of such series may be exchanged for Registered Securities of such
series; (ix) whether such Debt Securities are to be issued in whole or in part
in the form of one or more Global Securities and, if so, the identity of the
Depositary for such Global Security or Securities; (x) any special provisions
for the payment of additional amounts with respect to
<PAGE>
such Debt Securities; (xi) if a temporary Global Security is to be issued
with respect to such series, whether any interest thereon payable on an
interest payment date prior to the issuance of a permanent Global Security
or definitive Bearer Securities will be credited to the account of the
persons entitled thereto on such interest payment date; (xii) if a
temporary Global Security is to be issued with respect to such series,
the terms upon which interests in such temporary Global Security may
be exchanged for interests in a permanent Global Security or for
definitive Debt Securities of the series and the terms upon which
interests in a permanent Global Security, if any, may be exchanged for
definitive Debt Securities of the series; (xiii) any additional restrictive
covenants included for the benefit of holders of such Debt Securities; (xiv)
additional Events of Default provided with respect to such Debt Securities; and
(xv) the terms of any Warrants offered together with such Debt Securities.
The Debt Securities may be issuable as Registered Securities, Bearer
Securities or both. Debt Securities of a series may be issuable in whole or in
part in the form of one or more Global Securities, as described below under
"Global Securities." Unless the Prospectus Supplement relating thereto
specifies otherwise, Registered Securities denominated in U.S. dollars will be
issued only in denominations of $1,000 or any integral multiple thereof and
Bearer Securities denominated in U.S. dollars will be issued only in the
denomination of $5,000. See, however, "Limitations on Issuance of Bearer
Securities and Bearer Warrants" below. One or more Global Securities may be
issued in a denomination or aggregate denominations equal to the aggregate
principal amount of Outstanding Debt Securities of the series to be represented
by such Global Security or Securities. The Prospectus Supplement relating to a
series of Debt Securities denominated in a foreign or composite currency will
specify the denomination thereof. No service charge will be made for any
transfer or exchange of Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. (Sections 302 and 305)
At the option of the Holder upon request confirmed in writing, and
subject to the terms of the applicable Indenture, Bearer Securities (with all
unmatured coupons, except as provided below) of any series will be
exchangeable into an equal aggregate principal amount of Registered Securities
(if the Debt Securities of such series are issuable as Registered Securities)
or Bearer Securities of the same series (with the same interest rate and
maturity date), but no Bearer Security will be delivered in or to the United
States, and Registered Securities of any series (other than a Global Security,
except as set forth below) will be exchangeable into an equal aggregate
principal amount of Registered Securities of the same series (with the same
interest rate and maturity date) of different authorized denominations. If a
Holder surrenders Bearer Securities in exchange for Registered Securities
between a Regular Record Date or, in certain circumstances, a Special Record
Date, and the relevant interest payment date, such Holder will not be required
to surrender the coupon relating to such interest payment date. Registered
Securities may not be exchanged for Bearer Securities. (Section 305)
Debt Securities may be presented for exchange, and Registered Securities
(other than a Global Security) may be presented for transfer (with the form of
transfer endorsed thereon duly executed), at the office of any transfer agent
or at the office of the Security Registrar, without service charge and upon
payment of any taxes and other governmental charges as described in the
applicable Indenture. (Section 305) Bearer Securities will be transferable by
delivery.
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will
be described in the Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any Debt Securities that provide for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof upon the occurrence of an Event of Default
and the continuation thereof. (Section 101)
Global Securities
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in either registered
or bearer form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in
<PAGE>
part for Debt Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security
to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor. (Sections 303 and 305)
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated by
the underwriters of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by participants or
persons that hold through participants. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities and Bearer Warrants" below, principal, premium, if any, and
interest payments on Debt Securities registered in the name of or held by a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner or the holder of the Global Security
representing such Debt Securities. None of the Company, the Trustee for such
Debt Securities, any Paying Agent or the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
permanent Global Security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants. Receipt by owners of beneficial interests in a temporary Global
Security of payments in respect of such temporary Global Security will be
subject to the restrictions discussed under "Limitations on Issuance of Bearer
Securities and Bearer Warrants" below.
If a Depositary for Debt Securities of a series is at any time unwilling
or unable to continue as depositary and a successor depositary is not appointed
by the Company within ninety days, the Company will issue Debt Securities of
such series in definitive form in exchange for all of the Global Securities
representing the Debt Securities of such series. In addition, the Company may
at any time and in its sole
<PAGE>
discretion determine not to have any Debt Securities of a series represented
by one or more Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the
Global Securities representing such Debt Securities. Further, if the
Company so specifies with respect to the Debt Securities of a series, an
owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to the Company and the
Depositary for such Global Security, receive Debt Securities of such series in
definitive form. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in definitive form of
Debt Securities of the series represented by such Global Security equal in
principal amount to such beneficial interest and to have such Debt Securities
registered in its name (if the Debt Securities of such series are issuable as
Registered Securities). Debt Securities of such series so issued in definitive
form will be issued (a) as Registered Securities in denominations, unless
otherwise specified by the Company, of $1,000 and integral multiples thereof if
the Debt Securities of such series are issuable as Registered Securities, (b)
as Bearer Securities in the denomination, unless otherwise specified by the
Company, of $5,000 if the Debt Securities of such series are issuable as Bearer
Securities or (c) as either Registered or Bearer Securities, if the Debt
Securities of such series are issuable in either form. (Section 305) See,
however, "Limitations on Issuance of Bearer Securities and Bearer Warrants"
below for a description of certain restrictions on the issuance of a Bearer
Security in definitive form in exchange for an interest in a Global Security.
Payment and Paying Agents
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency designated in the Prospectus
Supplement, subject to any applicable laws and regulations, at such paying
agencies outside the United States as the Company may appoint from time to
time. Any such payment may be made by a check in the designated currency. No
payment with respect to any Bearer Securities will be made at the Corporate
Trust Office of the Trustee or any other paying agency maintained by the
Company in the United States nor will any such payment be made by transfer to
an account, or by mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal of and premium, if any, and interest on Bearer
Securities will be made in U.S. dollars at the Corporate Trust Office of the
Trustee in The City of New York if payment of the full amount thereof at all
paying agencies outside the United States is illegal or effectively precluded
by exchange controls or other similar restrictions. (Section 1002)
Payment of principal of and premium, if any, on Registered Securities
will be made in the designated currency against surrender of such Registered
Securities at the Corporate Trust Office of the Paying Agent in The City of New
York. Unless otherwise indicated in the Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the person in
whose name such Debt Security is registered at the close of business on the
regular record date for such interest. Unless otherwise indicated in the
Prospectus Supplement, payments of such interest will be made at the Corporate
Trust Office of the Paying Agent in The City of New York, or by a check in the
designated currency mailed to each Holder at such Holder's registered address.
(Sections 307 and 1001)
The paying agents outside the United States initially appointed by the
Company for a series of Debt Securities will be named in the Prospectus
Supplement. The Company may terminate the appointment of any of the paying
agents from time to time, except that the Company will maintain at least one
paying agent in The City of New York for payments with respect to Registered
Securities and at least one paying agent in a city in Europe so long as any
Bearer Securities are outstanding where Bearer Securities may be presented for
payment and may be surrendered for exchange, provided that so long as any
series of Debt Securities is listed on The International Stock Exchange of the
United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a paying agent in London
or Luxembourg or any other required city located outside the United States, as
the case may be, for such series of Debt Securities. (Section 1002)
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Debt Security that remains
unclaimed at the end of two years after such
<PAGE>
principal, premium or interest shall have become due and payable may be
repaid to the Company and the Holder of such Debt Security or any coupon
appertaining thereto will thereafter look only to the Company for payment
thereof. (Section 1003)
Covenants
The Indenture imposes the following restrictive covenants on the Company.
Limitation on Liens. The Company will not subject its assets or assets
of a Restricted Subsidiary to liens without securing the Debt Securities
equally and ratably with other indebtedness for borrowed money so secured
except for (1) liens securing exports to or marketing of goods in foreign
countries other than Canada, (2) liens on receivables payable in foreign
currencies to secure borrowings in foreign countries other than Canada, (3)
deposits in connection with public obligations or legal proceedings, (4) liens
securing intercompany indebtedness, (5) purchase money mortgages on fixed
assets hereafter acquired by the Company or any of its Restricted Subsidiaries
for use in the Finance Business or the Finance-Related Insurance Business,
liens on such property at the time of its acquisition or liens on fixed assets
used in the Finance Business or the Finance-Related Insurance Business existing
when a company becomes a Subsidiary, and (6) renewals of the foregoing.
(Section 1004) The term "Restricted Subsidiary" means any Subsidiary of the
Company engaged in the Finance Business or in the Finance-Related Insurance
Business other than Subsidiaries that are organized or conduct a major portion
of their business outside the United States, Puerto Rico or Canada. The term
"Subsidiary" means a corporation a majority of the outstanding voting stock of
which is owned, directly or indirectly, by the Company. (Section 101)
Limitation on Dividends. Cash dividends on or acquisitions for value of
capital stock of the Company subsequent to December 31, 1984 are limited to the
<PAGE>
sum of (i) consolidated net income of the Company and its consolidated
Subsidiaries calculated in accordance with generally accepted accounting
principles and (ii) net proceeds from cash sales of or cash contributions to
capital stock, subsequent to December 31, 1984. Substantially concurrent
acquisitions of capital stock out of the net proceeds of sales of capital stock
are excluded. (Section 1005)
Restricted Subsidiary Stock and Debt. The Company will not, and will not
permit any Subsidiary to, sell or otherwise dispose of any shares of stock or
indebtedness for borrowed money of any Restricted Subsidiary except to the
Company or to a Restricted Subsidiary unless simultaneously therewith all
shares of stock and such indebtedness of such Restricted Subsidiary at the time
owned by the Company and all Subsidiaries are sold or transferred. The Company
will not permit any Restricted Subsidiary to issue, sell or dispose of, except
to the Company or to a Restricted Subsidiary, (i) any preferred stock, except
to any holders of the stock of such Restricted Subsidiary in the exercise of a
pre-emptive right to subscribe to such preferred stock, or (ii) any other class
of stock except on the condition that the proportionate amount of shares of
stock of such class and of the total number of shares of stock of such
Restricted Subsidiary held by persons other than the Company and its Restricted
Subsidiaries shall not be increased and except for directors' qualifying
shares. (Sections 1007 and 1008)
Modification of the Indentures
The Indenture permits the Company and the Trustee, with the consent of
the holders of not less than 66-2/3% in principal amount of the Debt Securities
at the time outstanding thereunder and affected thereby, to execute a
supplemental indenture modifying the Indenture or the rights of the holders of
such Debt Securities and any related coupons, provided that no such
modification shall, without the consent of the holder of each Debt Security
affected thereby, (i) change the maturity of any Debt Security or coupon, or
reduce the principal amount thereof, or reduce the rate or change the time of
payment of interest thereon, or change any Place of Payment or change the coin
or currency in which a Debt Security or coupon is payable or affect the right
of any holder to institute suit for the enforcement of payment in accordance
with the foregoing, or (ii) reduce the aforesaid percentage of Debt Securities,
the consent of the holders of which is required for any such modification.
(Section 902)
<PAGE>
The Indenture contains provisions for convening meetings of the Holders
of Debt Securities of a series if Debt Securities of that series are issuable
in whole or in part as Bearer Securities. (Section 1401) A meeting may be
called at any time by the Trustee, or upon the request of the Company or the
Holders of at least 10% in principal amount of the outstanding Debt Securities
of such series, in any such case upon notice given in accordance with the
Indenture. (Section 1402) The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding Debt Securities
of a series; provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which may be given by the Holders
of not less than 66-2/3% in principal amount of the outstanding Debt Securities
of a series, the persons holding or representing 66-2/3% in principal amount of
the outstanding Debt Securities of such series will constitute a quorum.
(Section 1404) Except as limited by the proviso in the preceding paragraph, any
resolution presented at a meeting or adjourned meeting at which a quorum is
present may be adopted by the affirmative vote of the Holders of a majority in
principal amount of the outstanding Debt Securities of that series; provided,
however, that, except as limited by the proviso in the preceding paragraph, any
resolution with respect to any consent or waiver that may be given by the
Holders of not less than 66-2/3% in principal amount of the outstanding Debt
Securities of a series may be adopted at a meeting or an adjourned meeting at
which a quorum is present only by the affirmative vote of 66-2/3% in principal
amount of the outstanding Debt Securities of that series; and provided further
that, except as limited by the proviso in the preceding paragraph, any
resolution with respect to any demand, consent, waiver or other action that may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of outstanding Debt Securities of a series
may be adopted at a meeting or adjourned meeting at which a quorum is present
by the affirmative vote of the Holders of such specified percentage in
principal amount of the outstanding Debt Securities of that series.
Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with the Indenture will be
binding on all Holders of Debt Securities of that series and the related
coupons.
Events of Default
The Indenture provides that the following shall constitute Events of
Default with respect to any series of Debt Securities thereunder: (i) default
in payment of principal of or premium, if any, on any Debt Security of such
series when due; (ii) default for 30 days in payment of interest on any Debt
Security of such series when due; (iii) default in the deposit of any sinking
fund payment on any Debt Security of such series when due; (iv) default in
performance of any other covenant in such Indenture, continued for 30 days
after written notice thereof by the Trustee thereunder or the holders of 25% in
principal amount of the Debt Securities of such series at the time outstanding;
(v) default resulting in acceleration of maturity of any other indebtedness of
the Company or any Restricted Subsidiary provided that such acceleration has
not been rescinded or annulled within 10 days of written notice; and (vi)
certain events of bankruptcy, insolvency or reorganization. (Section 501) The
Company is required to file with each Trustee annually an Officers' Certificate
as to the absence of certain defaults under the terms of the Indenture.
(Section 1010)
The Indenture provides that if an Event of Default specified therein
shall occur and be continuing, either the Trustee or the holders of 25% in
principal amount of the Debt Securities of such series then outstanding may
declare the principal of all such Debt Securities (or in the case of Original
Issue Discount Securities, such portion of the principal amount thereof as may
be specified in the terms thereof) to be due and payable. (Section 502) In
certain cases, the holders of a majority in principal amount of the outstanding
Debt Securities of any series may on behalf of the holders of all such Debt
Securities and any related coupons waive any past default or event of default
except a default not theretofore cured in payment of the principal of or
premium, if any, or interest on any of the Debt Securities of such series and
any related coupons. (Sections 502 and 513)
The Indenture contains a provision entitling the Trustee, subject to the
duty of such Trustee during default to act with the required standard of care,
to be indemnified by the holders of the Debt Securities of any series or any
related coupons before proceeding to exercise any right or power under the
<PAGE>
Indenture with respect to such series at the request of such holders. (Section
603) The Indenture provides that no holder of any Debt Securities of any series
or any related coupons may institute any proceeding, judicial or otherwise, to
enforce the Indenture except in the case of failure of the Trustee, for 60
days, to act after it is given notice of default, a request to enforce the
Indenture by the holders of not less than 25% in aggregate principal amount of
the then outstanding Debt Securities of such series and an offer of reasonable
indemnity to such Trustee. (Section 507) This provision will not prevent any
holder of Debt Securities or any related coupons from enforcing payment of the
principal thereof and premium, if any, and interest thereon at the respective
due dates thereof. (Section 508) The holders of a majority in aggregate
principal amount of the Debt Securities of any series then outstanding may
direct the time, method and place of conducting any proceedings for any remedy
available to the Trustee or exercising any trust or power conferred on it with
respect to the Debt Securities of such series. However, the Trustee may refuse
to follow any direction that conflicts with law or the Indenture or which would
be unjustly prejudicial to holders not joining therein. (Section 512)
The Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default with respect to any series of Debt Securities
thereunder known to it, give to the holders of the Debt Securities of such
series notice of such default if not cured or waived; but, except in the case
of a default in the payment of principal of (or premium, if any), or interest
on, any Debt Securities, the Trustee shall be protected in withholding such
notice if it determines in good faith that the withholding of such notice is in
the interests of the holders of such Debt Securities. (Section 602)
Defeasance
The Company may terminate certain of its obligations under the Indenture
with respect to Debt Securities of any series, including its obligations to
comply with the covenants described under the heading "Restrictive Covenants"
above, with respect to the Debt Securities of such series, on the terms and
subject to the conditions contained in the Indenture, by depositing in trust
with the Trustee money or Government Obligations sufficient to pay the
principal of and interest on the Debt Securities of such series to maturity.
Such deposit and termination is conditioned upon the Company's delivery of (a)
an opinion of nationally recognized independent counsel that the holders of the
Debt Securities of such series will have no federal income tax consequences as
a result of such deposit and termination, (b) an officer's certificate and (c)
if the Debt Securities of such series are then listed on the New York Stock
Exchange, an opinion of counsel that the Debt Securities of such series will
not be delisted as a result of the exercise of this option. Such termination
will not relieve the Company of its obligation to pay when due the principal of
or interest on the Debt Securities of such series if the Debt Securities of
such series are not paid from the money or Government Obligations held by the
Trustee for the payment thereof. (Section 1301)
Concerning the Trustee
The Trustee is also trustee under indentures dated as of June 15, 1984
and September 15, 1986 between it and the Company.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants sets forth certain
general terms and provisions of the Warrants to which any Prospectus Supplement
may relate. The particular terms of the Warrants offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply
to the Warrants so offered will be described in the Prospectus Supplement
relating to such Warrants.
Warrants may be offered independently or together with any series of Debt
Securities offered by a Prospectus Supplement and may be attached to or
separate from such Debt Securities. Each series of Warrants will be issued
under a separate warrant agreement ("Warrant Agreement") to be entered into
between the Company and a bank or trust company, as Warrant Agent (the "Warrant
Agent"), all as set
<PAGE>
forth in the Prospectus Supplement relating to such series of Warrants.
The Warrant Agent will act solely as the agent of the Company in connection
with the certificates for the Warrants (the "Warrant Certificates") of
such series and will not assume any obligation or relationship of agency or
trust for or with any holders of Warrant Certificates or beneficial owners of
Warrants. Copies of the forms of Warrant Agreements, including the forms of
Warrant Certificates, are filed as an exhibit to the Registration Statement to
which this Prospectus pertains. The following summaries of certain provisions
of the forms of Warrant Agreements and Warrant Certificates do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Warrant Agreements and the Warrant
Certificates. Numerical references in parentheses below are to sections of the
Warrant Agreements. Wherever particular sections or defined terms of the
Warrant Agreement are referred to, it is intended that such sections or defined
items shall be incorporated herein by reference.
General
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Warrants, if any, offered thereby for the terms of such
Warrants, including, where applicable: (i) the offering price; (ii) the
currency or currencies in which such Warrants are being offered; (iii) the
designation, aggregate principal amount, currency or currencies, denominations
and terms of the series of Debt Securities purchasable upon exercise of such
Warrants; (iv) the designation and terms of the series of Debt Securities with
which such Warrants are being offered and the number of such Warrants being
offered with each such Debt Security; (v) the date on and after which such
Warrants and the related series of Debt Securities will be transferable
separately; (vi) the principal amount of the series of Debt Securities
purchasable upon exercise of each such Warrant and the price at which and
currency or currencies in which such principal amount of Debt Securities of
such series may be purchased upon such exercise; (vii) the date on which the
right to exercise such Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire; (viii) whether such Warrants are to be
issuable as Bearer Warrants and the terms upon which any Bearer Warrants of
such series may be exchanged for Registered Warrants of such series; (ix)
federal income tax consequences; and (x) any other terms of such Warrants.
Warrant Certificates of each series will be issuable as Registered
Warrants and may be issuable as Bearer Warrants. At the option of the holder
upon request confirmed in writing, and subject to the terms of the relevant
Warrant Agreement, Bearer Warrants of any series will be exchangeable into
Registered Warrants or Bearer Warrants of the same series representing in the
aggregate the number of Warrants surrendered for exchange, and Registered
Warrants of any series will be exchangeable into Registered Warrants of the
same series representing in the aggregate the number of Warrants surrendered
for exchange. Warrant Certificates may be presented for exchange, and
Registered Warrants may be presented for transfer (with the form of transfer
endorsed thereon duly executed), at the corporate trust office of the Warrant
Agent for such series of Warrants (or any other office indicated in the
Prospectus Supplement relating to such series of Warrants) without service
charge and upon payment of any taxes and other governmental charges as
described in the relevant Warrant Agreement. Such transfer or exchange will be
effected when the Warrant Agent for such series of Warrants is satisfied with
the documents of title and identity of the person making the request. Bearer
Warrants will be transferable by delivery. (Section 4.01) Prior to the exercise
of their Warrants, holders of Warrants will not have any of the rights of
holders of the series of Debt Securities purchasable upon such exercise,
including the right to receive payments of principal of, premium, if any, or
interest, if any, on the series of Debt Securities purchasable upon such
exercise, or to enforce any of the covenants in the Indenture. (Section 3.01)
Exercise of Warrants
Each Warrant will entitle the holder thereof to purchase such principal
amount of the related series of Debt Securities at such exercise price as shall
in each case be set forth in, or calculable as set forth in, the Prospectus
Supplement relating to such Warrant. Warrants of a series may be exercised at
the corporate trust office of the Warrant Agent for such series of Warrants (or
any other office indicated in
<PAGE>
the Prospectus Supplement relating to such series of Warrants) at any time
prior to 5:00 P.M., New York City time, on the Expiration Date set forth
in the Prospectus Supplement relating to such series of Warrants. After
the close of business on the Expiration Date relating to such series of
Warrants (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants of such series will become
void. (Sections 2.02 and 2.03)
Warrants of a series may be exercised by delivery to the appropriate
Warrant Agent of payment, as provided in the Prospectus Supplement relating to
such series of Warrants, of the amount required to purchase the principal
amount of the series of Debt Securities purchasable upon such exercise,
together with certain information as set forth on the reverse side of the
Warrant Certificate evidencing such Warrants and, in the case of Bearer
Warrants, compliance with the procedures specified in the applicable Prospectus
Supplement. Such Warrants will be deemed to have been exercised upon receipt of
the exercise price, subject to the receipt within five business days of such
Warrant Certificate. Upon receipt of such payment and such Warrant Certificate,
properly completed and duly executed, at the corporate trust office of the
appropriate Warrant Agent (or any other office indicated in the Prospectus
Supplement relating to such series of Warrants), the Company will, as soon as
practicable, issue and deliver the principal amount of the series of Debt
Securities purchasable upon such exercise. Registered Securities will be issued
and delivered upon exercise of Registered Warrants. At the option of the holder
of any Bearer Warrants, Registered Securities or Bearer Securities will be
issued and delivered upon exercise of such Bearer Warrants. If fewer than all
of the Warrants represented by a Registered Warrant are exercised, a new
Registered Warrant will be issued and delivered for the remaining amount of
Warrants. If fewer than all the Warrants represented by a Bearer Warrant are
exercised, at the option of the holder thereof, a new Registered Warrant or
Bearer Warrant will be issued and delivered for the remaining amount of
Warrants. (Section 2.03)
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES AND BEARER WARRANTS
In compliance with United Stated federal tax laws and regulations
regarding the distribution of debt securities in bearer form, Bearer Securities
and Bearer Warrants may not, in connection with their original issuance, be
offered, sold, resold or delivered in the United States or to United States
persons (as defined below) other than to offices located outside the United
States of certain United States financial institutions that agree in writing to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 (the "Code") and the regulations thereunder, and
any underwriters, agents and dealers participating in the offering of Bearer
Securities or Bearer Warrants will agree that they will not offer any Bearer
Securities or Bearer Warrants for sale or resale in the United States or to
United States persons (other than the financial institutions described above)
or deliver Bearer Securities or Bearer Warrants within the United States. In
addition, any such underwriters, agents and dealers will agree to send
confirmations to each purchaser of a Bearer Security or Bearer Warrant
confirming that such purchaser represents that it is not a United States person
or is a financial institution described above and, if such person is a dealer,
that it will send similar confirmations to purchasers from it. Bearer
Securities will bear a legend substantially to the following effect: "Any
United States person who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code."
Generally, for United States federal income tax purposes, any United
States person who holds a Bearer Security will not be allowed to deduct any
loss sustained on the sale, exchange, redemption or other disposition of such
Bearer Security and will be taxed at ordinary income rates on any gain (which
might otherwise be characterized as capital gain) recognized on such sale,
exchange, redemption or disposition.
As used herein, "United States" mean the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction, and "United States
person" means an individual who is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or any estate
or trust the income of which is subject to United States federal income
taxation regardless of its source.
<PAGE>
Pending the availability of a permanent Global Security or definitive
Bearer Securities, as the case may be, Debt Securities that are issuable as
Bearer Securities may initially be represented by a single temporary Global
Security, with or without interest coupons, each to be deposited with a
depositary in London for Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System ("Euroclear") and Centrale de
Livraisons de Valeurs Mobilieres, S.A. ("CEDEL S.A.") for credit to the
designated accounts against certifications to the effect described below.
Following the availability of a permanent Global Security or definitive forms
of Bearer Securities and subject to any further limitations described in the
applicable Prospectus Supplement, the temporary Global Security will be
exchangeable for a permanent Global Security or for definitive Bearer
Securities, respectively, only upon certification that an interest in such
permanent Global Security or such definitive Bearer Securities is not being
acquired by or on behalf of a United States person or, if a beneficial interest
in such a Bearer Security is being acquired by or on behalf of a United States
person, that such United States person is a financial institution described
above; provided, however, that no definitive Bearer Security will be issued if
the Company has reason to know that such certificate is false. No definitive
Bearer Security will be delivered in or to the United States. If so specified
in the applicable Prospectus Supplement, interest in respect of any portion of
the temporary Global Security payable in respect of an Interest Payment Date
prior to the issuance of a permanent Global Security or definitive Bearer
Securities of any series will be paid to each of Euroclear and CEDEL S.A. with
respect to the portion of the temporary Global Security held for its account.
Each of Euroclear and CEDEL S.A. will undertake in such circumstances to credit
such interest received by it in respect of the temporary Global Security to the
respective accounts for which it holds the temporary Global Security only upon
receipt in each case of (i) certification that as of the relevant interest
payment date the portion of the temporary Global Security on which such
interest is to be so credited is not beneficially owned by a United States
person or any person who has purchased its interest in the temporary Global
Security for resale to any United States person or (ii) if a beneficial
interest in the portion of the temporary Global Security on which such interest
is to be so credited is beneficially owned by a United States person or any
person who has purchased its interest in the temporary Global Security for
resale to any United States person, certification that such United States
person is a financial institution described above.
Bearer Warrants will be issued only on receipt of a certification that
the Bearer Warrant in question is not being acquired by or on behalf of a
United States person or, if a beneficial interest in such Bearer Warrant is
being acquired by or on behalf of a United States person, that such United
States person is a financial institution described above.
PLAN OF DISTRIBUTION
The Company may offer and sell Debt Securities and Warrants, separately
or together, to or through underwriters, acting as principals for their own
accounts and/or as agents, and also may offer and sell Debt Securities and
Warrants, separately or together, directly to dealers or other purchasers. Any
such Debt Securities and Warrants may be offered and sold upon their original
issuance or, if so indicated in the Prospectus Supplement, in connection with a
remarketing upon their purchase by or on behalf of the Company, whether in
accordance with a redemption or repayment pursuant to their terms, in the open
market or otherwise. Any underwriter and/or agent will be identified and the
terms of its agreement with the Company and its compensation will be described
in the Prospectus Supplement. Only underwriters named in the Prospectus
Supplement are deemed to be underwriters in connection with the Debt Securities
or Warrants offered thereby.
Debt Securities and Warrants, separately or together, also may be offered
and sold, if so indicated in the Prospectus Supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption or repayment
pursuant to their terms, by one or more firms ("remarketing firms") acting as
principals for their own accounts or as agents for the Company. Any remarketing
firm will be identified and the terms of its agreement, if any, with the
Company and its compensation will be described in the Prospectus Supplement.
Remarketing firms may be deemed to be underwriters in connection with the Debt
Securities and Warrants remarketed thereby.
<PAGE>
The distribution of the Debt Securities and Warrants may be effected from
time to time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities and Warrants, dealers may
receive compensation from the Company or from purchasers of Debt Securities or
Warrants for whom they may act as agents, in the form of discounts, concessions
or commissions. The dealers that participate in the distribution of Debt
Securities or Warrants may be deemed to be underwriters and any discounts or
commissions received by them and any profit on the resale of Debt Securities or
Warrants by them may be deemed to be underwriting discounts and commissions
under the Act. Any such compensation will be described in the Prospectus
Supplement.
Under agreements that may be entered into with the Company, underwriters,
dealers, agents and remarketing firms may be entitled to indemnification by the
Company against certain liabilities, including liabilities under the Act.
Underwriters, dealers, agents and remarketing firms may be customers of, engage
in transactions with, or perform services for the Company in the ordinary
course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agents to solicit offers by
certain institutions to purchase Debt Securities or Warrants from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will not be subject to any conditions except that (i)
the purchase of the Debt Securities or Warrants shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject, and (ii) if the series of Debt Securities or Warrants
being sold to such institutions are also being sold to underwriters, the
Company shall have sold to such underwriters the Debt Securities or Warrants
not sold for delayed delivery. The dealers and such other persons will not have
any responsibility in respect of the validity of performance of such contracts.
Each underwriter, dealer, agent and remarketing firm participating in the
distribution of any Debt Securities that are issuable as Bearer Securities will
agree that it will not offer, sell or deliver, directly or indirectly, Bearer
Securities in the United States or to United States persons (other than
qualifying financial institutions) in connection with the original issuance of
such Debt Securities.
For as long as Part III of The Companies Act 1985 remains in force in
relation to the Debt Securities or the Warrants, as the case may be, neither
the Debt Securities nor the Warrants may be offered or sold in the United
Kingdom, by means of this Prospectus, any Prospectus Supplement or any other
document, other than to persons whose ordinary business it is to buy or sell
shares or debentures (whether as principal or agent) or in circumstances which
do not constitute an offer to the public within the meaning of The Companies
Act 1985. All applicable provisions of The Financial Services Act 1986 must be
complied with in respect of anything done or to be done in relation to the Debt
Securities or the Warrants in, from or otherwise involving the United Kingdom.
Furthermore, each underwriter, dealer, agent and remarketing firm participating
in the distribution of Debt Securities or Warrants will agree that it will only
issue or pass on to any person in the United Kingdom any document received by
it in connection with the issue of such Debt Securities or Warrants if that
person is of a kind described in Article 9(3) of The Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1988. Once the provisions
of Part V of The Financial Services Act 1986 come into force in relation to the
Debt Securities or the Warrants, no advertisement may be issued in the United
Kingdom offering the Debt Securities or the Warrants, as the case may be, in
circumstances which would require (for the avoidance of any contravention of
those provisions) a prospectus to have been delivered to the Registrar of
Companies.
<PAGE>
LEGAL MATTERS
The validity of the Debt Securities and Warrants offered hereby will be
passed upon for the Company by Allan L. Ronquillo, Esq., Vice President and
General Counsel of the Company, and for any underwriters and agents by Brown &
Wood, New York, New York. Mr. Ronquillo will rely as to all matters of New York
law on the opinion of Brown & Wood, and Brown & Wood will rely as to all
matters of Michigan law on the opinion of Mr. Ronquillo. Mr. Ronquillo holds
787 shares of Chrysler's common stock and options to purchase 18,920 shares
of Chrysler's common stock. Brown & Wood may from time to time render legal
services to the Company and its affiliates.
EXPERTS
The consolidated financial statements and the related financial statement
schedules of the Company as of December 31, 1994 and 1993 and for each of the
three years in the period ended December 31, 1994 incorporated in this
prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for periods
included in the Company's Quarterly Reports on Form 10-Q which are incorporated
herein by reference, Deloitte & Touche LLP has applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Company's Quarterly reports
on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995 and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP is not subject to the liability provisions of Section 11
of the Act for their reports on unaudited interim financial information because
those reports are not "reports" or a "part" of the registration statement
prepared or certified by an accountant within the meanings of Section 7 and 11
of the Securities Act of 1933.
<PAGE>
=================================== ===============================
No person is authorized to
give any information or to make
any representations other than
those contained in this
Prospectus, and if given or made
such information or representation
must not be relied upon as having
been authorized. This Prospectus
does not constitute an offer to
sell or a solicitation of an offer
to buy any securities other than
the securities offered by this
Prospectus or an offer to sell or
a solicitation of an offer to buy ["Chrysler Financial" logotype
such securities in any with "Pentastar" logo]
jurisdiction to any person to whom
it is unlawful to make such offer
or solicitation in such
jurisdiction. Neither the delivery
of this Prospectus nor any sale
made hereunder shall, under any
circumstances, create any
implication that there has been no
change in the affairs of the
Company or Chrysler Corporation
since the date hereof, or that the
information herein is correct as
of any time since its date.
----------------
----------------
PROSPECTUS
TABLE OF CONTENTS ----------------
Page
----
Prospectus
Available Information 2
Incorporation of Certain
Documents by Reference 2
Chrysler Financial Corporation 3
Selected Consolidated
Financial Data 5
Information Concerning
Chrysler Corporation 9
Ratio of Earnings to Fixed
Charges 12
Use of Proceeds 13
Description of Debt Securities 13
Description of Warrants 19
Limitations on Issuance of
Bearer Securities and
Bearer Warrants 21
Plan of Distribution 22
Legal Matters 24
Experts 24 , 1995
=================================== ===============================
<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 $1,600,000
Printing and engraving expenses 150,000
Accounting fees and expenses 250,000
Blue Sky fees and expenses 50,000
Rating agency fees 1,500,000
Miscellaneous 50,000
----------
Total $3,600,000
==========
</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.
<PAGE>
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 Corporation, 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 Corporation 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
Incorporation 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
Incorporation 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
Incorporation 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
Incorporation 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 incorporated herein by
reference.
<PAGE>
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 Registrant'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 Manufacturers 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 Registration 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.
<PAGE>
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.
- ----------------
* Incorporated herein by reference.
** Previously filed.
<PAGE>
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 7th day of December, 1995.
CHRYSLER FINANCIAL CORPORATION
(Registrant)
By /s/ T.W. Sidlik
---------------------------------
T.W. Sidlik
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/ T.W. Sidlik
- ----------------------------------- Chairman of December 7, 1995
T.W. Sidlik the Board
Principal financial officer:
/s/ Dennis M. Cantwell
- ----------------------------------- Vice President -- December 7, 1995
Dennis M. Cantwell Corporate Finance
Principal accounting officer:
/s/ T.F. Gilman
- ----------------------------------- Vice President and December 7, 1995
T.F. Gilman Controller
<PAGE>
Board of Directors: Date
/s/ T.P. Capo*
- ---------------------------------------------- Director December 7, 1995
T.P. Capo
/s/ D.L. Davis*
- ---------------------------------------------- Director December 7, 1995
D.L. Davis
/s/ R.J. Eaton*
- ---------------------------------------------- Director December 7, 1995
R.J. Eaton
/s/ R.A. Lutz*
- ---------------------------------------------- Director December 7, 1995
R.A. Lutz
/s/ W.J. O'Brien III*
- ---------------------------------------------- Director December 7, 1995
W.J. O'Brien III
/s/ T.W. Sidlik*
- ---------------------------------------------- Director December 7, 1995
T.W. Sidlik
/s/ G.C. Valade*
- ---------------------------------------------- Director December 7, 1995
G.C. Valade
*By /s/ Robert A. Link
------------------------------------------
Robert A. Link
Attorney-in-Fact
December 7, 1995
<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 Corporation, 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 Corporation 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 *
Incorporation 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 *
Incorporation 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 *
Incorporation 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 *
Incorporation 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 incorporated 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.
<PAGE>
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 Registrant'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 Manufacturers 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 Registration 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.
<PAGE>
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.
- ----------------
* Incorporated herein by reference.
** Previously filed.
EXHIBIT 15
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
December 6, 1995
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, 1995 and 1994, June 30, 1995 and 1994 and
September 30, 1995 and 1994, as indicated in our reports dated April 13,
1995, July 13, 1995 and October 9, 1995, 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, 1995,
June 30, 1995 and September 30, 1995, 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 use in this Amendment No. 1 to Registration Statement
No. 33-64179 of Chrysler Financial Corporation of our report dated
January 16, 1995 appearing in the Prospectus, which is a part of such
Registration Statement, and to the reference to us under the headings
"Selected Consolidated Financial Data" and "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Detroit, Michigan
December 6, 1995
_______________
Deloitte Touche
Tohmatsu
International
_______________
