SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 24, 1995
Date of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Date of earliest event reported)
CHRYSLER FINANCIAL CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
State of Michigan 1-5966 38-0961430
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
27777 Franklin Rd., Southfield, Michigan 48034
. . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices)
(810) 948-3060
Registrants' telephone number, including area code . . . . . . . . . . . . . .
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Item 5. Other Events.
On August 24, 1995, Chrysler Financial Corporation ("CFC")
successfully concluded the consent solicitations from the holders of its
13-1/4% Notes due October 15, 1999 and 12-3/4% Notes due November 1, 1999,
that it had commenced on August 3, 1995. CFC received the requisite consents
from the holders of the outstanding Notes to allow it to eliminate a covenant
contained in the Indenture, dated June 15, 1984 (the "Indenture"), pursuant
to which the Notes were issued which, among other matters, limited the amount
of senior debt that CFC could have outstanding to a stipulated percentage
of a defined "capital base". CFC and United States Trust Company of New York,
as successor Trustee, entered into a Third Supplemental Indenture, dated as of
August 24, 1995, to the Indenture to effect the amendment. A copy of this
Third Supplemental Indenture is filed herewith in connection with CFC's
Registration Statement on Form S-3 (File No. 2-91792).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this Report:
(a) Not applicable;
(b) Not applicable;
(c) Exhibits to Registration Statement on Form S-3
(File No. 2-91792):
4-K Third Supplemental Indenture, dated as of August 24,
1995, between Chrysler Financial Corporation and United
States Trust Company of New York, successor Trustee, to
the Indenture dated as of June 15, 1984 with respect to
Senior Debt Securities of Chrysler Financial Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHRYSLER FINANCIAL CORPORATION
By: /s/ Robert A. Link
------------------
Robert A. Link
Secretary
Date: August 28, 1995
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
------- ----------------------
4-K Third Supplemental Indenture, dated as of August 24,
1995, between Chrysler Financial Corporation and
United States Trust Company of New York, successor
Trustee, to the Indenture dated as of June 15, 1984
with respect to Senior Debt Securities of Chrysler
Financial Corporation.
EXHIBIT 4-K
THIRD SUPPLEMENTAL INDENTURE, dated as of August 24, 1995
between Chrysler Financial Corporation, a Michigan Corporation (the
"Company"), and The United States Trust Company
of New York, as Trustee (the "Trustee").
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered its
Indenture, dated as of June 15, 1984 (the "Original Indenture"), to the
Trustee to provide for the issuance from time to time of its debentures,
notes, bonds or other evidences of indebtedness (the "Debt Securities").
Section 902 of the Original Indenture provides that, except as
provided in Section 902(1), 902(2) and 902(3) of the Original Indenture, with
the consent of the Holders of not less than 66 2/3% in principal amount of the
Outstanding Debt Securities affected thereby, the Company, when authorized by
a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental to the Original Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of the Original Indenture or of modifying in any manner the rights of the
Holders under the Original Indenture of such Outstanding Debt Securities.
The Company, by a Board Resolution, and the Holders of not less
than 66 2/3% in principal amount of the Outstanding Debt Securities affected
thereby (such Debt Securities being the Company's 13 1/4% Notes due October
15, 1999 and the Company's 12 3/4% Notes due November 1, 1999) have consented
in writing, in accordance with the provisions of the Original Indenture, to
amend the Original Indenture as provided below.
The Company has duly authorized the execution and delivery of
this Third Supplemental Indenture, and all things necessary to make this Third
Supplemental Indenture a valid agreement of the Company, in accordance with
its terms, have been done.
NOW THEREFORE, in consideration of one dollar duly paid by the
Company to the Trustee, the receipt of which is hereby acknowledged, and for
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows.
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ARTICLE ONE
AMENDMENT
Section 101. Section 1005 of the Original Indenture shall be
deleted in it entirety and restated to read as follows:
"Section 1005. Reserved."
Section 102. Section 101 of the Original Indenture shall be
amended to delete the following definitions in their entirety:
"Canadian Corporation" means a Restricted Subsidiary which conducts
substantially all of its business in Canada.
"Capital Base" means, at any date, the sum of (1) Subordinated Debt,
(2) Junior Subordinated Debt, (3) Capital Debt, and (4) Consolidated Net
Worth.
"Capital Debt" means, at any date, all indebtedness of the Company for
money borrowed by it which is subordinated to Senior Debt, Subordinated Debt
and Junior Subordinated Debt at least to the extent that Subordinated Debt is
subordinated to Senior Debt. At the date of this Indenture, the Company
warrants that it has no Capital Debt.
"Consolidated Indebtedness for Borrowed Money" means indebtedness for
borrowed money which would appear on a consolidated balance sheet of the
Company and its Restricted Subsidiaries prepared in accordance with generally
accepted accounting principles, except that the amount thereof shall also
include indebtedness for borrowed money of others guaranteed by the Company or
any Restricted Subsidiary.
"Consolidated Net Worth" means, at any date, the amount of the capital
stock account plus (or minus in the case of a deficit) the amount of the
capital surplus and earned surplus, consolidated in accordance with generally
accepted accounting principles, of the Company and its Restricted
Subsidiaries, after deducting the aggregate amount of all minority interests
in the capital stock and surplus of Restricted Subsidiaries, less the
aggregate net book value (after deducting any reserves applicable thereto) of
all items of the following character which are included in the consolidated
assets of the Company and its Restricted Subsidiaries:
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A. investments in and loans and advances to Persons not
engaged solely in the Finance Business or the Finance-Related
Insurance Business which are carried as investments (as
distinguished from receivables arising in the regular conduct
of the Finance Business), excluding, however, (1) investments
in (i) prime commercial paper having a maturity not to exceed
12 months, (ii) obligations issued or guaranteed by the United
States of America having a maturity not to exceed 12 months and
repurchase obligations with respect thereto of Creditworthy
Financial Institutions, (iii) certificates of deposit and
bankers' acceptances having a maturity not to exceed 12 months,
issued by any bank or trust company having capital, surplus and
undivided profits of at least $100,000,000 (or the equivalent
thereof in any other currency freely convertible into United
States Dollars), and repurchase obligations with respect
thereto of Creditworthy Financial Institutions; (2) investments
by any Subsidiary engaged solely in the insurance business
which are permitted by applicable regulatory statutes; and (3)
if owned by a Canadian Corporation, obligations issued or
guaranteed by Canada and having a maturity not to exceed 12
months;
B. franchises, licenses, permits, patents, patent
applications, copyrights, trademarks, trade names, goodwill,
experimental or organizational expense, and other like
intangibles;
C. deferred charges and prepaid expenses (other than
prepaid interest, insurance and taxes);
D. unamortized debt discount and expense;
E. assets which are pledged or deposited as security for
or for the purpose of paying any obligations, contingent or
otherwise, which are not included in consolidated liabilities;
and
F. amounts in respect of capital stock, promissory notes
and other securities issued by the Company or a Restricted
Subsidiary and held in its treasury.
"Creditworthy Financial Institution" shall mean any bank or primary
dealer in government securities having capital, surplus and undivided profits
of at least $100,000,000 (or its equivalent in an alternative currency freely
convertible into United States Dollars).
"Junior Subordinated Debt" means, at any date, all indebtedness of the
Company for money borrowed by it which is (1) subordinated to Senior Debt and
Subordinated Debt at least to the extent that Subordinated Debt is
subordinated to Senior Debt and
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(2) senior to Capital Debt. At the date of this Indenture the Company warrants
that Junior Subordinated Debt consists of the Company's 13 7/8% Junior
Subordinated Notes due 1986.
"Senior Debt" means, at any date, all indebtedness of the Company for
money borrowed by it except Subordinated Debt, Junior Subordinated Debt and
Capital Debt.
"Subordinated Debt" means, at any date, all indebtedness of the
Company for money borrowed by it which is (1) subordinated to Senior Debt at
least to the extent that its 6 7/8% Subordinated Notes due 1987 were
subordinated to Senior Debt as of April 9, 1980, and (2) senior to Junior
Subordinated Debt and Capital Debt. At the date of this Indenture the Company
warrants that Subordinated Debt consists of the Company's 7 3/8% Subordinated
Debentures due 1986; 12.75% Subordinated Notes due 1986-87; 6 7/8%
Subordinated Notes due 1987; and 9 3/8% Subordinated Notes due 1987.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 201. For all purposes of this Third Supplemental
Indenture, except as otherwise stated herein, terms used in capitalized form
in this Third Supplemental Indenture and defined in the Original Indenture
shall have the meanings specified in the Original Indenture.
Section 202. All of the provisions of the Original Indenture
with respect to the rights, duties and immunities of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.
Section 203. This Third Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New
York.
Section 204. This Third Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.
Section 205. This Third Supplemental Indenture shall become
effective as of the date first written above.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the day and year first above
written.
CHRYSLER FINANCIAL CORPORATION
By: /s/ D.M. Cantwell
-------------------------------
Name: D.M. Cantwell
Title: Vice President
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/ Robert Patterson
-------------------------------
Name: Robert Patterson
Title: Assistant Vice President
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