<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9161
CHRYSLER CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
STATE OF DELAWARE 38-2673623
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 CHRYSLER DRIVE, AUBURN HILLS, MICHIGAN 48326-2766
(Address of principal executive offices) (Zip Code)
</TABLE>
(810) 576-5741
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The registrant had 373,993,520 shares of common stock outstanding as of
March 31, 1996.
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<PAGE> 2
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements..................................................... 1-5
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................ 6-9
Part II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................ 9
Item 5. Other Information........................................................ 10-12
Item 6. Exhibits and Reports on Form 8-K......................................... 13
Signature Page..................................................................... 14
Exhibit Index...................................................................... 15
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------- -------
(IN MILLIONS
OF DOLLARS)
<S> <C> <C>
Sales of manufactured products............................................ $14,044 $12,829
Finance and insurance revenues............................................ 449 380
Other revenues............................................................ 463 404
------- -------
TOTAL REVENUES....................................................... 14,956 13,613
------- -------
Costs, other than items below............................................. 11,005 10,516
Depreciation and special tools amortization............................... 611 563
Selling and administrative expenses....................................... 1,087 1,008
Employee retirement benefits.............................................. 311 311
Interest expense.......................................................... 272 245
------- -------
TOTAL EXPENSES....................................................... 13,286 12,643
------- -------
EARNINGS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE................................................ 1,670 970
Provision for income taxes................................................ 665 378
------- -------
EARNINGS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE........................................................... 1,005 592
Cumulative effect of a change in accounting principle..................... -- (96)
------- -------
NET EARNINGS......................................................... $ 1,005 $ 496
Preferred stock dividends................................................. 1 14
------- -------
NET EARNINGS ON COMMON STOCK......................................... $ 1,004 $ 482
======= =======
(IN DOLLARS OR
MILLIONS OF SHARES)
PRIMARY EARNINGS PER COMMON SHARE:
Earnings before cumulative effect of a change in accounting principle... $ 2.64 $ 1.59
Cumulative effect of a change in accounting principle................... -- (.26)
------- -------
Net earnings per common share........................................... $ 2.64 $ 1.33
======= =======
Average common and dilutive equivalent shares outstanding................. 380.5 362.5
FULLY DILUTED EARNINGS PER COMMON SHARE:
Earnings before cumulative effect of a change in accounting principle... $ 2.61 $ 1.46
Cumulative effect of a change in accounting principle................... -- (.23)
------- -------
Net earnings per common share........................................... $ 2.61 $ 1.23
======= =======
Average common and dilutive equivalent shares outstanding................. 385.1 404.3
DIVIDENDS DECLARED PER COMMON SHARE....................................... $ 0.60 $ 0.40
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS -- CONTINUED
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
1996 1995
----------- --------------------------
MARCH 31 DECEMBER 31 MARCH 31
----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents.................................. $ 6,174 $ 5,543 $ 4,042
Marketable securities...................................... 2,175 2,582 4,292
------- ------- -------
Total cash, cash equivalents and marketable
securities.......................................... 8,349 8,125 8,334
Accounts receivable -- trade and other..................... 2,290 2,003 1,851
Inventories................................................ 5,137 4,448 4,307
Prepaid pension, taxes and other expenses.................. 915 985 1,191
Finance receivables and retained interests in sold
receivables.............................................. 14,585 13,623 13,141
Property and equipment..................................... 12,918 12,595 11,302
Special tools.............................................. 3,481 3,566 3,629
Intangible assets.......................................... 2,134 2,082 2,141
Deferred tax assets........................................ 313 490 477
Other assets............................................... 6,299 5,839 5,094
------- ------- -------
TOTAL ASSETS.......................................... $56,421 $53,756 $51,467
======= ======= =======
LIABILITIES:
Accounts payable........................................... $ 9,034 $ 8,290 $ 7,996
Short-term debt............................................ 2,393 2,674 4,437
Payments due within one year on long-term debt............. 2,510 1,661 760
Accrued liabilities and expenses........................... 7,888 7,032 6,508
Long-term debt............................................. 9,763 9,858 8,642
Accrued noncurrent employee benefits....................... 9,361 9,217 8,800
Other noncurrent liabilities............................... 4,065 4,065 3,597
------- ------- -------
TOTAL LIABILITIES..................................... 45,014 42,797 40,740
------- ------- -------
SHAREHOLDERS' EQUITY: (shares in millions)
Preferred stock -- $1 per share par value; authorized 20.0
shares; Series A Convertible Preferred Stock; issued and
outstanding: 1996 -- 0.1; 1995 -- 0.1 and 0.9 shares,
respectively (aggregate liquidation preference 1996 --
$58 million; 1995 -- $68 million and $478 million,
respectively)............................................ * * 1
Common stock -- $1 per share par value; authorized 1,000.0
shares; issued: 1996 -- 408.8; 1995 -- 408.2 and 385.4
shares, respectively..................................... 409 408 385
Additional paid-in capital................................. 5,514 5,506 5,540
Retained earnings.......................................... 7,034 6,280 5,366
Treasury stock -- at cost: 1996 -- 34.8 shares; 1995 --
29.9 and 16.4 shares, respectively....................... (1,550) (1,235) (565)
------- ------- -------
TOTAL SHAREHOLDERS' EQUITY............................ 11,407 10,959 10,727
------- ------- -------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY.............................................. $56,421 $53,756 $51,467
======= ======= =======
</TABLE>
- -------------------------
* Less than $1 million
See notes to consolidated financial statements.
2
<PAGE> 5
ITEM 1. FINANCIAL STATEMENTS -- CONTINUED
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------- -------
(IN MILLIONS OF
DOLLARS)
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES.............................. $ 1,883 $ 1,844
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities................................... (928) (2,114)
Sales and maturities of marketable securities........................ 1,298 1,072
Finance receivables acquired......................................... (5,890) (5,925)
Finance receivables collected........................................ 2,082 1,093
Proceeds from sales of finance receivables........................... 3,241 3,587
Expenditures for property and equipment.............................. (754) (617)
Expenditures for special tools....................................... (207) (245)
Other................................................................ 100 (28)
------- -------
NET CASH USED IN INVESTING ACTIVITIES........................... (1,058) (3,177)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in short-term debt (less than 90-day maturities).............. (411) (208)
Proceeds from long-term borrowings................................... 965 1,470
Payments on long-term borrowings..................................... (213) (538)
Repurchases of common stock.......................................... (329) (338)
Dividends paid....................................................... (229) (162)
Other................................................................ 23 6
------- -------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES................................................... (194) 230
------- -------
Change in cash and cash equivalents.................................... 631 (1,103)
Cash and cash equivalents at beginning of period....................... 5,543 5,145
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................. $ 6,174 $ 4,042
======= =======
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 6
ITEM 1. FINANCIAL STATEMENTS -- CONTINUED
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. CONSOLIDATION AND FINANCIAL STATEMENT PRESENTATION
The unaudited consolidated financial statements of Chrysler Corporation and
its consolidated subsidiaries ("Chrysler") include the accounts of all
significant majority-owned subsidiaries and entities. Intercompany accounts and
transactions have been eliminated in consolidation. The consolidated financial
statements of Chrysler for the three months ended March 31, 1996 and 1995
reflect all adjustments, consisting of only normal and recurring items, which
are, in the opinion of management, necessary to present a fair statement of the
results for the interim periods. The operating results for the three months
ended March 31, 1996 are not necessarily indicative of the results of operations
for the entire year. Reference should be made to the consolidated financial
statements included in the Annual Report on Form 10-K for the year ended
December 31, 1995. Certain amounts for 1995 have been reclassified to conform
with current period classifications.
NOTE 2. INVENTORIES
Inventories, summarized by major classification, were as follows:
<TABLE>
<CAPTION>
1996 1995
-------- -----------------------
MARCH 31 DECEMBER 31 MARCH 31
-------- ----------- --------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C>
Finished products, including service parts.................... $1,524 $1,232 $1,235
Raw materials, finished production parts and supplies......... 1,457 1,456 1,344
Vehicles held for short-term lease............................ 2,156 1,760 1,728
------ ------ ------
TOTAL.................................................... $5,137 $4,448 $4,307
====== ====== ======
</TABLE>
NOTE 3. CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1996, Chrysler adopted 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." The
implementation of this new accounting standard did not have a material impact on
Chrysler's consolidated operating results or financial position.
Effective January 1, 1995, Chrysler changed its accounting treatment for
vehicle sales for which Chrysler conditionally guarantees the minimum resale
value of the vehicles in accordance with the consensus reached on Emerging
Issues Task Force Issue 95-1, "Revenue Recognition on Sales with a Guaranteed
Minimum Resale Value." In accordance with the consensus, these vehicle sales are
accounted for as operating leases with the related revenues and costs deferred
at the time of shipment. A portion of the deferred revenues and costs is
recognized over the corresponding guarantee period, with the remainder
recognized at the end of the guarantee period. The average guarantee period for
these vehicles is approximately nine months. Implementation of this accounting
change resulted in the recognition of an after-tax charge of $96 million, or
$0.26 per common share, for the cumulative effect of this change in accounting
principle. Chrysler's first-quarter 1995 consolidated financial statements have
been restated to reflect this accounting change.
NOTE 4. COMMON STOCK REPURCHASES
During the first quarter of 1996, Chrysler's Board of Directors approved an
increase in Chrysler's planned 1996 common stock repurchases from $1 billion to
$2 billion and approved an additional $1 billion of common stock repurchases for
1997. These common stock repurchases are subject to market and general economic
conditions. During the first quarter of 1996, Chrysler repurchased 5.8 million
shares of its common stock at a cost of $332 million (including $27 million in
unsettled repurchases).
4
<PAGE> 7
ITEM 1. FINANCIAL STATEMENTS -- CONTINUED
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NOTE 5. SUBSEQUENT EVENT
On April 4, 1996, Chrysler entered into an agreement to sell substantially
all of the operations of Chrysler Technologies Corporation ("CTC"). Under the
sale agreement, Chrysler will receive a sale price of $455 million and a
dividend of $20 million, for a total of $475 million. CTC, a wholly owned
subsidiary of Chrysler, engages principally in aircraft modification and the
manufacture of electronics products and systems. The sale, which is subject to
federal regulatory approval, is expected to be completed in the second quarter
of 1996. In addition, the sale is expected to result in a pretax gain of
approximately $100 million.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto.
FINANCIAL REVIEW
Chrysler reported earnings before income taxes and the cumulative effect of
a change in accounting principle of $1,670 million for the first quarter of
1996, compared with $970 million for the first quarter of 1995. Net earnings for
the first quarter of 1996 were $1,005 million, or $2.64 per common share,
compared with $496 million, or $1.33 per common share, in the first quarter of
1995. Fully diluted earnings per share were $2.61 in the first quarter of 1996
as compared with $1.23 in the first quarter of 1995. Net earnings for the first
quarter of 1995 included a charge of $96 million, or $0.26 per common share, for
the cumulative effect of a change in accounting principle related to the
consensus reached on Emerging Issues Task Force Issue 95-1, "Revenue Recognition
on Sales with a Guaranteed Minimum Resale Value."
The improvement in operating results in the first quarter of 1996 as
compared with the first quarter of 1995 resulted primarily from a 5 percent
increase in shipments and an increased proportion of higher-margin truck
(including minivan) shipments. In addition, operating results for the first
quarter of 1995 included the unfavorable effects of costs associated with the
model changeover and launch of Chrysler's all-new minivans and a $115 million
pretax charge for costs associated with a voluntary minivan owner service
action.
Chrysler's worldwide shipments in the first quarter of 1996 were 225,261
cars and 527,915 trucks (including minivans), compared with 280,969 cars and
433,796 trucks (including minivans) in the first quarter of 1995.
Chrysler's revenues and results of operations are principally derived from
the U.S. and Canada automotive marketplaces. In the first quarter of 1996,
retail sales of new cars and trucks in the U.S. and Canada, on a Seasonally
Adjusted Annual Rate basis, were 16.8 million units, compared with 16.5 million
units for the first quarter of 1995.
Chrysler's U.S. and combined U.S. and Canada retail sales and market share
data for the first quarter of 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
FIRST QUARTER
----------------------------------
INCREASE/
1996 1995 (DECREASE)
------- ------- ----------
<S> <C> <C> <C>
U.S. Retail Market(1):
Car sales.................................................... 215,147 214,036 1,111
Car market share............................................. 10.5% 10.5% --
Truck sales (including minivans)............................. 376,159 310,544 65,615
Truck market share........................................... 22.9% 20.2% 2.7%
Combined car and truck sales................................. 591,306 524,580 66,726
Combined car and truck market share.......................... 16.0% 14.7% 1.3%
U.S. and Canada Retail Market(1):
Combined car and truck sales................................. 644,678 573,132 71,546
Combined car and truck market share.......................... 16.3% 15.0% 1.3%
</TABLE>
- -------------------------
(1) All retail sale and market share data include fleet sales.
The increase in Chrysler's U.S. truck market share for the first quarter of
1996 as compared with the first quarter of 1995 primarily reflects an increase
in minivan and Dodge Ram pickup truck sales.
Pretax earnings of Chrysler Financial Corporation ("CFC") for the first
quarter of 1996 and 1995 were $154 million and $109 million, respectively. CFC's
net earnings were $98 million for the first quarter of 1996, compared with $69
million for the first quarter of 1995. The increase in net earnings for the
first quarter of
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED
FINANCIAL REVIEW -- CONTINUED
1996 compared with the first quarter of 1995 primarily reflects improved lending
margins and higher average automotive finance receivables outstanding.
COMPARISON OF SELECTED ELEMENTS OF REVENUES AND EXPENSES
Chrysler's total revenues for the three months ended March 31, 1996 and
1995 were as follows:
<TABLE>
<CAPTION>
FIRST QUARTER
------------------------------------
INCREASE/
1996 1995 (DECREASE)
------- ------- ----------
(IN MILLIONS OF
DOLLARS)
<S> <C> <C> <C>
Sales of manufactured products............................. $14,044 $12,829 9%
Finance and insurance revenues............................. 449 380 18%
Other revenues............................................. 463 404 15%
------- -------
Total revenues........................................ $14,956 $13,613 10%
======= =======
</TABLE>
The increase in sales of manufactured products in the first quarter of 1996
as compared with the first quarter of 1995 primarily reflects a 5 percent
increase in shipments and an increase in average revenue per unit, net of sales
incentives, from $17,758 in the first quarter of 1995 to $18,559 in the first
quarter of 1996. The increase in average revenue per unit was principally due to
pricing actions and an increased proportion of truck shipments to total vehicle
shipments.
The increase in finance and insurance revenues in the first quarter of 1996
as compared with the first quarter of 1995 was primarily attributable to higher
average automotive finance receivables outstanding and vehicles leased.
Total expenses for the three months ended March 31, 1996 and 1995 were as
follows:
<TABLE>
<CAPTION>
FIRST QUARTER
------------------------------------
INCREASE/
1996 1995 (DECREASE)
------- ------- ----------
(IN MILLIONS OF
DOLLARS)
<S> <C> <C> <C>
Costs, other than items below.............................. $11,005 $10,516 5%
Depreciation and special tools amortization................ 611 563 9%
Selling and administrative expenses........................ 1,087 1,008 8%
Employee retirement benefits............................... 311 311 --
Interest expense........................................... 272 245 11%
------- -------
Total expenses........................................ $13,286 $12,643 5%
======= =======
</TABLE>
Costs, other than items below increased in the first quarter of 1996 as
compared with the first quarter of 1995 primarily as a result of a 5 percent
increase in shipments. Costs, other than items below as a percent of sales of
manufactured products were 78 percent and 82 percent for the three months ended
March 31, 1996 and 1995, respectively.
Depreciation and special tools amortization for the first quarter of 1996
increased as compared with the first quarter of 1995 primarily as a result of
higher levels of property and equipment in use.
Selling and administrative expenses for the first quarter of 1996 increased
as compared with the first quarter of 1995 primarily as a result of costs
associated with the settlement of a shareholder matter, increased international
activities and increased advertising.
7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED
COMPARISON OF SELECTED ELEMENTS OF REVENUES AND EXPENSES -- CONTINUED
The increase in interest expense for the first quarter of 1996 as compared
with the first quarter of 1995 was primarily due to higher average borrowings,
offset in part, by lower average borrowing rates at CFC. CFC's average effective
cost of borrowings was 7.1 percent and 7.9 percent in the first quarter of 1996
and 1995, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Chrysler's combined cash, cash equivalents and marketable securities
totaled $8.3 billion at March 31, 1996 (including $1.2 billion held by CFC and
Car Rental Operations), compared with $8.1 billion at December 31, 1995
(including $1.2 billion held by CFC and Car Rental Operations). The increase in
Chrysler's combined cash, cash equivalents and marketable securities in the
first quarter of 1996 was primarily the result of cash generated by operating
activities and cash provided by a net increase in total debt, partially offset
by capital expenditures, net finance receivables acquired, common stock
repurchases and dividend payments.
During the first quarter of 1996, Chrysler's Board of Directors approved an
increase in Chrysler's planned 1996 common stock repurchases from $1 billion to
$2 billion and approved an additional $1 billion of common stock repurchases for
1997. These common stock repurchases are subject to market and general economic
conditions. During the first quarter of 1996, Chrysler repurchased 5.8 million
shares of its common stock at a cost of $332 million (including $27 million in
unsettled repurchases).
At March 31, 1996, Chrysler (excluding CFC), had debt maturities totaling
$335 million through 1998. At March 31, 1996, Chrysler had a $1.7 billion
revolving credit agreement which expires in July 1999. There were no amounts
outstanding under this revolving credit agreement at March 31, 1996. During the
first quarter of 1996, Chrysler began the process of negotiating a new revolving
credit agreement to replace its existing revolving credit agreement. Chrysler
believes that cash from operations and its cash position will be sufficient to
meet its capital expenditure, debt maturity, common stock repurchase and other
funding requirements.
Receivable sales continued to be a significant source of funding for CFC,
which realized $1.1 billion of net proceeds from the sale of automotive retail
receivables in the first quarter of 1996 compared with $1.4 billion of net
proceeds in the first quarter of 1995. In addition, securitization of revolving
wholesale account balances provided funding for CFC which aggregated $6.6
billion and $5.8 billion at March 31, 1996 and 1995, respectively.
CFC's U.S. and Canadian revolving credit 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. At March 31, 1996, $3 million was
outstanding under CFC's revolving credit facilities. During the first quarter of
1996, CFC began the process of negotiating new revolving credit facilities to
replace its existing revolving credit facilities.
At March 31, 1996, CFC had contractual debt maturities of $3.5 billion for
the remainder of 1996, $2.9 billion in 1997 and $2.5 billion in 1998. CFC
believes that cash provided by operations, receivable sales, access to term debt
markets and the issuance of commercial paper will provide sufficient liquidity
to meet its debt maturity and other funding requirements.
On April 4, 1996, Chrysler entered into an agreement to sell substantially
all of the operations of Chrysler Technologies Corporation ("CTC"). Under the
sale agreement, Chrysler will receive a sale price of $455 million and a
dividend of $20 million, for a total of $475 million. CTC, a wholly owned
subsidiary of Chrysler, engages principally in aircraft modification and the
manufacture of electronics products and systems. The sale, which is subject to
federal regulatory approval, is expected to be completed in the second quarter
of 1996. In addition, the sale is expected to result in a pretax gain of
approximately $100 million.
8
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED
LIQUIDITY AND CAPITAL RESOURCES -- CONTINUED
Chrysler's strategy is to focus on its core automotive business. As part of
this strategy, Chrysler has sold certain assets and businesses which are not
related to its core automotive business, and is exploring the sale of other such
assets and businesses in the near term.
REVIEW BY INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP, Chrysler's independent public accountants, performed
a review of the financial statements for the three months ended March 31, 1996
and 1995 in accordance with the standards for such reviews established by the
American Institute of Certified Public Accountants. The review did not
constitute an audit, and accordingly, Deloitte & Touche LLP did not express an
opinion on the aforementioned data. Refer to the Independent Accountants' Report
included at Exhibit 15A.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In December 1990 and January 1991, eight class action lawsuits were
commenced by separate plaintiffs against Chrysler and certain of its directors
in the Court of Chancery of the State of Delaware for New Castle County,
Delaware. The Complaints in these suits were very similar and alleged that the
directors breached their fiduciary duties to stockholders by amending Chrysler's
Share Purchase Rights Plan in a manner designed to entrench themselves in office
and to impair the right of stockholders to avail themselves of offers to
purchase their shares by an acquiror not favored by management. On June 6, 1995,
Chrysler entered into a Memorandum of Understanding which contemplated
settlement of the litigation. The Memorandum was subject to several conditions,
including satisfactory completion of discovery as to the fairness of the
proposed settlement. The settlement was subject to Court approval. The
Memorandum also contemplated that the settlement, if approved, would consist of
Chrysler's action in December 1994 further amending its Rights Plan. A
Stipulation and Agreement of Compromise, Settlement and Release was filed with
the Court on December 7, 1995. A notice of pendency of the lawsuit, the proposed
settlement, and of a settlement hearing and right to appear was sent to
stockholders in accordance with the order of the Court. The settlement hearing
was held on February 23, 1996, and the Court approved the settlement and
dismissed the lawsuit.
In April 1995, thirty four class action lawsuits were commenced by separate
plaintiffs against Chrysler, certain of its current and former directors and, in
some cases, Tracinda Corporation, a holding company wholly owned by Kirk
Kerkorian and the beneficial owner of more than 13% of the outstanding common
stock of Chrysler as of December 31, 1995, and its affiliates, in the Court of
Chancery of the State of Delaware for New Castle County, Delaware. The
Complaints in these suits fall into two general categories: (a) those which
allege that the directors breached their fiduciary duties to stockholders by
failing to negotiate with Tracinda regarding its proposal to acquire all of the
outstanding stock of Chrysler not then owned by it; and (b) those which allege
that the directors breached their fiduciary duties to stockholders by
contemplating, planning and/or effecting Tracinda's proposal at a time when the
market price of Chrysler's stock was depressed and did not reflect its true
value. The Complaints in the former category ask for, among other things, (a) an
injunction or an order obligating the Board of Directors to undertake an
evaluation of alternatives, including measures with respect to Chrysler's Rights
Plan, designed to maximize shareholder value, (b) a declaration that the
defendants have breached their fiduciary duties to the plaintiffs, (c)
compensatory damages and interest, and (d) costs and fees. The Complaints in the
latter category ask for, among other things, (a) a declaration that the
transaction proposed by Tracinda is unfair, unjust and inequitable, (b) an
injunction against implementation of the transaction proposed by Tracinda and
any improper device which impedes maximization of shareholder value, (c) damages
and interest, (d) costs and fees, and (e) such other relief as may be just and
proper. Nineteen of these actions have subsequently been dismissed without
prejudice by the plaintiffs.
9
<PAGE> 12
ITEM 5. OTHER INFORMATION
SUPPLEMENTAL INFORMATION
CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS ON AN EQUITY BASIS)
STATEMENT OF EARNINGS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(IN MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Sales of manufactured products......................................... $14,174 $12,945
Equity in earnings of unconsolidated subsidiaries and affiliates....... 160 97
Interest income and other revenues..................................... 172 121
------- -------
TOTAL REVENUES.................................................... 14,506 13,163
------- -------
Costs, other than items below.......................................... 10,971 10,429
Depreciation and special tools amortization............................ 583 546
Selling and administrative expenses.................................... 912 852
Employee retirement benefits........................................... 306 307
Interest expense....................................................... 64 59
------- -------
TOTAL EXPENSES.................................................... 12,836 12,193
------- -------
EARNINGS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE............................................. 1,670 970
Provision for income taxes............................................. 665 378
------- -------
EARNINGS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE........................................................ 1,005 592
Cumulative effect of a change in accounting principle.................. -- (96)
------- -------
NET EARNINGS...................................................... $ 1,005 $ 496
======= =======
</TABLE>
This Supplemental Information, "Chrysler (with CFC and Car Rental
Operations on an Equity Basis)," reflects the results of operations of Chrysler
with its investments in Chrysler Financial Corporation ("CFC") and its
investments in short-term vehicle rental subsidiaries (the "Car Rental
Operations") accounted for on an equity basis rather than as consolidated
subsidiaries. This Supplemental Information does not purport to present results
of operations in accordance with generally accepted accounting principles
because it does not comply with Statement of Financial Accounting Standards
("SFAS") No. 94, "Consolidation of All Majority-Owned Subsidiaries." Because the
operations of CFC and the Car Rental Operations are different in nature than
Chrysler's manufacturing operations, management believes that this disaggregated
financial data enhances an understanding of the consolidated financial
statements.
10
<PAGE> 13
ITEM 5. OTHER INFORMATION -- CONTINUED
SUPPLEMENTAL INFORMATION
CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS ON AN EQUITY BASIS)
BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
------- -------------------
MARCH DECEMBER MARCH
31 31 31
------- -------- -------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents............................................ $ 5,626 $ 4,980 $ 3,716
Marketable securities................................................ 1,521 1,908 3,569
------- ------- -------
Total cash, cash equivalents and marketable securities............... 7,147 6,888 7,285
Accounts receivable -- trade and other............................... 1,893 816 610
Inventories.......................................................... 4,386 3,762 3,500
Prepaid pension, taxes and other expenses............................ 880 948 1,123
Property and equipment............................................... 11,953 11,717 10,584
Special tools........................................................ 3,481 3,566 3,629
Investments in and advances to unconsolidated subsidiaries and
affiliated companies............................................... 3,751 3,755 3,662
Intangible assets.................................................... 1,761 1,718 1,769
Deferred tax assets.................................................. 1,807 1,978 1,999
Other assets......................................................... 5,681 5,327 4,750
------- ------- -------
TOTAL ASSETS.................................................. $42,740 $40,475 $38,911
======= ======= =======
LIABILITIES:
Accounts payable..................................................... $ 8,189 $ 7,654 $ 7,569
Short-term debt...................................................... 346 140 141
Payments due within one year on long-term debt....................... 44 48 27
Accrued liabilities and expenses..................................... 7,629 6,741 6,242
Long-term debt....................................................... 1,769 1,763 1,803
Accrued noncurrent employee benefits................................. 9,299 9,156 8,745
Other noncurrent liabilities......................................... 4,057 4,014 3,657
------- ------- -------
TOTAL LIABILITIES............................................. 31,333 29,516 28,184
------- ------- -------
SHAREHOLDERS' EQUITY: (shares in millions)
Preferred stock -- $1 per share par value; authorized 20.0 shares;
Series A Convertible Preferred Stock; issued and outstanding: 1996
-- 0.1; 1995 -- 0.1 and 0.9 shares, respectively (aggregate
liquidation preference 1996 -- $58 million; 1995 -- $68 million and
$478 million, respectively)........................................ * * 1
Common stock -- $1 per share par value; authorized 1,000.0 shares;
issued: 1996 -- 408.8; 1995 -- 408.2 and 385.4 shares,
respectively....................................................... 409 408 385
Additional paid-in capital........................................... 5,514 5,506 5,540
Retained earnings.................................................... 7,034 6,280 5,366
Treasury stock -- at cost: 1996 -- 34.8 shares; 1995 -- 29.9 and 16.4
shares, respectively............................................... (1,550) (1,235) (565)
------- ------- -------
TOTAL SHAREHOLDERS' EQUITY.................................... 11,407 10,959 10,727
------- ------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................... $42,740 $40,475 $38,911
======= ======= =======
</TABLE>
- -------------------------
* Less than $1 million
This Supplemental Information, "Chrysler (with CFC and Car Rental
Operations on an Equity Basis)," reflects the financial position of Chrysler
with its investments in CFC and the Car Rental Operations accounted for on an
equity basis rather than as consolidated subsidiaries. This Supplemental
Information does not purport to present financial position in accordance with
generally accepted accounting principles because it does not comply with SFAS
No. 94, "Consolidation of All Majority-Owned Subsidiaries." The financial
covenant contained in Chrysler's revolving credit facility is based on this
Supplemental Information. In addition, because the operations of CFC and the Car
Rental Operations are different in nature than Chrysler's manufacturing
operations, management believes that this disaggregated financial data enhances
an understanding of the consolidated financial statements.
11
<PAGE> 14
ITEM 5. OTHER INFORMATION -- CONTINUED
SUPPLEMENTAL INFORMATION
CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS ON AN EQUITY BASIS)
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------ -------
(IN MILLIONS OF
DOLLARS)
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES............................... $1,433 $ 1,467
------ -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities.................................... (433) (1,645)
Sales and maturities of marketable securities......................... 796 732
Expenditures for property and equipment............................... (618) (565)
Expenditures for special tools........................................ (207) (245)
Other................................................................. 134 (44)
------ -------
NET CASH USED IN INVESTING ACTIVITIES............................ (328) (1,767)
------ -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in short-term debt (less than 90-day maturities)............... 76 1
Proceeds from long-term borrowings.................................... 14 --
Payments on long-term borrowings...................................... (12) (463)
Repurchases of common stock........................................... (329) (338)
Dividends paid........................................................ (229) (162)
Other................................................................. 21 6
------ -------
NET CASH USED IN FINANCING ACTIVITIES............................ (459) (956)
------ -------
Change in cash and cash equivalents..................................... 646 (1,256)
Cash and cash equivalents at beginning of period........................ 4,980 4,972
------ -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.............................. $5,626 $ 3,716
====== =======
</TABLE>
This Supplemental Information, "Chrysler (with CFC and Car Rental
Operations on an Equity Basis)," reflects the cash flows of Chrysler with its
investments in CFC and the Car Rental Operations accounted for on an equity
basis rather than as consolidated subsidiaries. This Supplemental Information
does not purport to present cash flows in accordance with generally accepted
accounting principles because it does not comply with SFAS No. 94,
"Consolidation of All Majority-Owned Subsidiaries." Because the operations of
CFC and the Car Rental Operations are different in nature than Chrysler's
manufacturing operations, management believes that this disaggregated financial
data enhances an understanding of the consolidated financial statements.
12
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
The exhibits filed with this Report are listed in the Exhibit Index which
immediately precedes such exhibits.
(B) REPORTS ON FORM 8-K
A report on Form 8-K, dated February 13, 1996, was filed during the three
months ended March 31, 1996, reporting the amendment of the Amended and Restated
Rights Agreement, dated as of December 14, 1990 under Item 5 of such Form 8-K.
13
<PAGE> 16
CONFORMED
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHRYSLER CORPORATION
--------------------------------------
(Registrant)
Date: April 16, 1996 By J. D. Donlon, III
--------------------------------------
J. D. Donlon, III
Vice President and Controller
(Principal Accounting Officer)
14
<PAGE> 17
EXHIBIT INDEX
FOR QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
3-B Copy of By-Laws of Chrysler Corporation, as amended as of February 8, 1996. (Filed
with this report.)
11 Statement regarding computation of earnings per common share. (Filed with this
report.)
15A Letter, dated April 16, 1996, re unaudited interim information. (Filed with this
report.)
15B Letter, dated April 16, 1996, re unaudited interim information. (Filed with this
report.)
27 Financial Data Schedule for three months ended March 31, 1996. (Filed with this
report.)
</TABLE>
15
<PAGE> 1
[CHRYSLER LOGO]
BY-LAWS
(AS AMENDED AS OF
FEBRUARY 8, 1996)
<PAGE> 2
BY-LAWS
of
CHRYSLER CORPORATION
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Article I. Stockholders............................. 1
Section 1. Annual Meeting.................... 1
Section 2. Special Meetings.................. 1
Section 3. Notice of Meetings................ 1
Section 4. Quorum............................ 2
Section 5. Qualifications to Vote............ 2
Section 6. Organization...................... 3
Section 7. Voting............................ 3
Section 8. Inspectors........................ 3
Section 9. Procedures Governing Business of
Meetings of Stockholders.......... 4
Section 10. Notice of Stockholder
Nominations....................... 5
Section 11. Action by Consent................. 6
Article II. Board of Directors...................... 8
Section 1. Number and Term of Office......... 8
Section 2. Removal and Vacancies............. 9
Section 3. Meetings and Consents in Lieu of
Meetings.......................... 9
Section 4. Quorum............................ 9
Section 5. Organization...................... 10
Section 6. Compensation of Directors......... 10
Section 7. Independent Directors............. 10
Article III. Committees............................. 12
Section 1. Executive Committee............... 12
Section 2. Other Committees.................. 12
Section 3. Alternate Members................. 13
Section 4. Committee Proceedings............. 13
Section 5. Compensation...................... 13
Article IV. Officers................................ 14
Section 1. Officers.......................... 14
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Page
<S> <C>
Section 2. Powers and Duties of the Chairman
of the Board...................... 14
Section 3. Powers and Duties of the Vice
Chairmen of the Board............. 15
Section 4. Powers and Duties of the
President......................... 15
Section 5. Powers and Duties of the Executive
Vice Presidents................... 15
Section 6. Powers and Duties of the Vice
Presidents........................ 15
Section 7. Powers and Duties of the
Controller........................ 15
Section 8. Powers and Duties of the
Treasurer......................... 15
Section 9. Powers and Duties of the
Secretary......................... 16
Section 10. Powers and Duties of Additional
Officers.......................... 16
Section 11. Giving of Bond by Officers........ 17
Section 12. Voting Upon Stocks................ 17
Section 13. Compensation of Officers.......... 17
Article V. Capital Stock -- Seal -- Fiscal Year..... 17
Section 1. Certificates for Shares........... 17
Section 2. Replacing Lost, Stolen, Destroyed
or Escheated Stock Certificates... 18
Section 3. Transfer of Shares................ 19
Section 4. Regulations....................... 19
Section 5. Fixing of Record Dates............ 19
Section 6. Dividends......................... 20
Section 7. Corporate Seal.................... 20
Section 8. Fiscal Year....................... 20
Section 9. Issuance of Preferred Stock....... 20
Section 10. Purchase of Equity Securities..... 21
Article VI. Signing of Checks, Notes, etc........... 23
Article VII. Amendments............................. 23
</TABLE>
<PAGE> 4
1
BY-LAWS
OF
CHRYSLER CORPORATION
ARTICLE I.
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Board of Directors,
for the purpose of electing Directors and for the transaction of such other
business as properly may be brought before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders for any
proper purpose or purposes may be called by the Board of Directors, the Chairman
of the Board or a Vice Chairman of the Board. Any special meeting shall be held
on such date, at such time and at such place within or without the State of
Delaware as the Board of Directors or the officer calling the meeting may
designate. Only such business shall be conducted at a special meeting as shall
have been stated in the notice of the meeting as the purpose or purposes for the
meeting.
Section 3. Notice of Meetings. The Secretary shall give written notice of
each meeting of the stockholders to the stockholders entitled to vote thereat
not less than ten nor more than sixty days before the meeting, directed to each
such stockholder at his address as it appears on the records of the Corporation
and stating the date, time and place of the meeting and, in the case of a
special meeting, the purpose or purposes for which such meeting is called.
When a meeting of stockholders is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time and place
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty days or if,
after the adjournment, a new record date is fixed for the adjourned meeting, a
<PAGE> 5
2
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At the adjourned meeting any business may be
transacted which may have been transacted at the original meeting.
Section 4. Quorum. At any meeting of the stockholders, the holders of a
majority of all the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote, present in person or represented by proxy,
shall constitute a quorum of the stockholders for all purposes, unless the
representation of a larger number shall be required by law, by the Certificate
of Incorporation or by these By-Laws for the purpose of a quorum, and in that
case the representation of the number so required shall constitute a quorum.
In the absence of a quorum, the Chairman of the meeting or the holders of a
majority of the shares entitled to vote, present in person or by proxy, may
adjourn the meeting from time to time, without notice other than by announcement
at the meeting unless notice is required by Section 3 of this Article, until a
quorum shall be obtained. At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally noticed.
Section 5. Qualifications to Vote. The stockholders of record on the
books of the Corporation at the close of business on the record date as
determined in accordance with these By-Laws and only such stockholders shall be
entitled to vote at any meeting of stockholders or any adjournment thereof.
It shall be the duty of the Secretary to prepare and make at least ten days
before every meeting of stockholders a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary, business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the
<PAGE> 6
3
meeting or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 6. Organization. The Chairman of the Board or, in his absence, a
Vice Chairman of the Board shall call meetings of the stockholders to order and
shall act as Chairman of such meetings. In the absence of the Chairman of the
Board and the Vice Chairmen of the Board, the stockholders present at any
regular or special meeting shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all meetings of
the stockholders; but in the absence of the Secretary at any meeting of
stockholders, the Chairman may appoint any person to act as Secretary of the
meeting.
Section 7. Voting. Subject to the provisions of the Certificate of
Incorporation or of law, every stockholder shall be entitled to one vote in
person or by proxy for each share of the capital stock registered in the name of
such stockholder upon the books of the Corporation, but no proxy shall be voted
on after three years from its date, unless said proxy provides for a longer
period. The vote for Directors and, upon the demand of any stockholder, the vote
upon any matter before the meeting, shall be by ballot, and except as otherwise
provided by law, by the Certificate of Incorporation or by these By-Laws, all
elections and matters before the meeting shall be decided by a plurality vote.
Section 8. Inspectors. At each meeting of the stockholders, the polls
shall be opened and closed, the proxies and ballots shall be received and be
taken in charge, and all questions touching the qualifications of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
two or more Inspectors. Such Inspectors shall be appointed by the Board of
Directors before the meeting or, if no such appointment shall have been made,
then by the presiding officer at the meeting. If, for any reason, any of the
Inspectors previously appointed shall fail to attend, or refuse or be unable to
serve, Inspectors in place
<PAGE> 7
4
of any so failing to attend, or refusing or unable to attend, shall be appointed
in like manner.
Section 9. Procedures Governing Business of Meetings of Stockholders. At
an annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the l0th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 9. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 9, and if he
<PAGE> 8
5
should so determine, the Chairman shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Section 10. Notice of Stockholder Nominations. Only persons who are
nominated in accordance with the procedures set forth in this Section 10 shall
be eligible for election as Directors by the stockholders. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders by or at the direction of the Board of Directors or by
any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section 10. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such stockholder and (ii)
the class and number of
<PAGE> 9
6
shares of the Corporation which are beneficially owned by such stockholder. At
the request of the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary, that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 10. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the By-Laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
Section 11. Action by Consent. (a) Unless otherwise provided in the
Certificate of Incorporation, any action which is required to be or may be taken
at any annual or special meeting of stockholders of the Corporation, subject to
the provisions of subsections (b), (c), (d) and (e) of this Section 11, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall have been
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or to take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation. Prompt notice of the taking of the
corporate action without a meeting and by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation.
(c) The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be fixed by the Board of
Directors. Any stockholder seeking to have
<PAGE> 10
7
the stockholders authorize or take corporate action by written consent without a
meeting shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. Upon receipt of such a request, the Secretary
shall, as promptly as practicable, call a special meeting of the Board of
Directors to be held as promptly as practicable, but in any event not more than
10 days following the date of receipt of such a request. At such meeting, the
Board of Directors shall fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than 10 days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Notice of the record date shall be published in accordance with the
rules and policies of the principal stock exchange in the United States on which
securities of the Corporation are then listed. If no record date has been so
fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the Delaware General
Corporation Law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by the Delaware General
Corporation Law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.
(d) In the event of the delivery to the Corporation of a written consent or
consents purporting to represent the requisite voting power to authorize or take
corporate action and/or related revocations, the Secretary shall provide for the
safekeeping of such consents and revocations and shall, as promptly as
practicable, engage nationally recognized independent Inspectors for the purpose
of promptly performing a ministerial review of the validity of the consents and
revocations. No action by written consent without a meeting shall be effective
until such Inspectors have
<PAGE> 11
8
completed their review, determined that the requisite number of valid and
unrevoked consents has been obtained to authorize or take the action specified
in the consents, and certified such determination for entry in the records of
the Corporation kept for the purpose of recording the proceedings of meetings of
stockholders.
(e) For purposes of this Section 11, delivery to the Corporation shall be
effected by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.
ARTICLE II.
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business and property of the
Corporation shall be managed and controlled by a Board of Directors consisting
of one or more members which may have an office and keep the books of the
Corporation (except as may be otherwise provided by law) in such place or places
within or without the State of Delaware as the Board of Directors from time to
time by resolution may determine. The number of Directors shall be fixed from
time to time by the Board of Directors by resolution and the number so fixed
shall constitute the whole Board of Directors. None of the Directors need be a
stockholder of the Corporation and none need be a resident of the State of
Delaware. The Directors shall, except as hereinafter otherwise provided for
filling vacancies, be elected by ballot at the annual meeting of the
stockholders in the manner set forth in Article I of these By-Laws, and shall
continue in office until the next annual meeting and until their successors
shall have been elected and shall qualify. In case any increase in the number of
Directors shall be effected at any time or from time to time by the Board of
Directors pursuant to this Section, the additional offices so created may be
filled as vacancies by affirmative vote of a
<PAGE> 12
9
majority of the Directors in office at the time such increase becomes effective.
The Directors elected to such additional offices shall serve until the next
annual meeting of the stockholders and until their successors have been elected
and shall qualify.
Section 2. Removal and Vacancies. The stockholders may, at any special
meeting the notice of which shall state that it is called for that purpose,
remove any Director and fill the vacancy. Any vacancy not caused by such
removal, and any vacancy caused by such removal and not filled by the
stockholders at the meeting at which such removal shall have been made, may be
filled by the affirmative vote of a majority of the Directors in office,
although less than a quorum, when such vote is taken. The Director elected to
fill the vacancy shall serve until the next annual meeting of stockholders and
until his successor has been elected and shall qualify.
Section 3. Meetings and Consents in Lieu of Meetings. Meetings of the
Board of Directors shall be held on such dates, at such times and at such places
within or without the State of Delaware as the Board by resolution may from time
to time determine or as called by or at the order of the Chairman of the Board
or a Vice Chairman of the Board or by one-third of the Directors then in office.
The Secretary shall give notice of the date, time and place of each meeting
by mailing the same at least two days before the meeting or by telegraphing the
same at least one day before the meeting, to each Director, but such notice may
be waived by any Director.
Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if each of the Directors consents
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board.
Section 4. Quorum. One-third of the whole Board of Directors shall
constitute a quorum for the transaction of business and the vote of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board. If at any meeting of the Board there be less than a quorum
present, a
<PAGE> 13
10
majority of those present may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be obtained.
All Directors present at any meeting of the Board may be counted in determining
the presence of a quorum for all purposes and for all matters before the meeting
regardless of the interest a Director may have in any matter brought before the
meeting.
Section 5. Organization. At all meetings of the Board of Directors, the
Chairman of the Board or, in his absence, a Vice Chairman of the Board shall
preside. In the absence of the Chairman of the Board and a Vice Chairman of the
Board, the Directors present shall appoint a Chairman of the meeting.
Section 6. Compensation of Directors. Each Director not an officer or an
employee of the Corporation shall be entitled to receive as compensation for his
services an annual fee and, for each day on which he shall be present at any
meeting of the Board of Directors, a meeting fee in amounts which the Board by
resolution may from time to time determine. Each Director, whether or not an
officer or employee of the Corporation, shall be entitled to reimbursement for
all expenses incurred by him in attending any meeting of the Board of Directors.
Such meeting fee and reimbursement for expenses shall be payable even though the
meeting is adjourned because of the absence of a quorum.
Section 7. Independent Directors. (a) A majority of the persons nominated
by the Board of Directors or any stockholder for election as Directors at the
annual meeting or any special meeting of stockholders of the Corporation shall
be, on the earlier of the date of their nomination or designation as nominees,
eligible to be classified as Independent Directors.
(b) If the Board of Directors acts to increase the number of Directors
pursuant to Section 1 of this Article or to fill vacancies pursuant to Section 2
of this Article, the majority of all Directors holding office immediately after
such action shall have been eligible to be classified as Independent Directors
on the earlier of the date of their nomination or designation as nominees for
election as Directors.
<PAGE> 14
11
(c) For purposes of this Section 7, "Independent Director" shall mean a
Director who is not:
(i) an officer or senior executive employee of the Corporation (which, for
purposes of this Section 7, shall include all corporations a majority of the
voting stock of which is owned, directly or indirectly, by the Corporation) and
who has not been an officer or senior executive employee of the Corporation
within five years preceding the date of such person's nomination;
(ii) affiliated with any entity having a business relationship with the
Corporation so as to require description of such relationship pursuant to 17 CFR
229.404(b)(1)(2)(4) or (5), as in effect on June 10, 1993, in any proxy
statement utilized to solicit proxies for the election of Directors at the
annual meeting or any special meeting of stockholders of the Corporation;
(iii) a party or related to a party to a personal services contract with
the Corporation so as to require description of such contract pursuant to 17 CFR
229.404(a), as in effect on June 10, 1993, in any proxy statement utilized to
solicit proxies for the election of Directors at the annual meeting or any
special meeting of stockholders of the Corporation;
(iv) affiliated, as contemplated by the Securities Exchange Act of 1934, as
amended, with a tax-exempt entity that, during the Corporation's last fiscal
year, received contributions from the Corporation in excess of the lesser of
either three percent of the consolidated gross revenues of the Corporation
during its last fiscal year or five percent of the total contributions received
by such tax-exempt entity during its last fiscal year; or
(v) the spouse, parent, sibling or child of any person who, if such person
is or were to become a Director, would not qualify as an Independent Director
under (i), (ii) or (iv) above; and
who is free of any other relationship which would, in the opinion of the Board
of Directors, interfere with the exercise of independent judgment by such
Director.
(d) The Board of Directors shall have the exclusive right, power and
authority to interpret and apply the provisions of this
<PAGE> 15
12
Section 7 and, in interpreting and applying these provisions, the Board of
Directors shall be entitled to rely on the completeness and accuracy of
information furnished by or on behalf of any nominee for the purpose of enabling
the Board of Directors to make such interpretations and applications. Any such
interpretations and applications made in good faith shall be binding and
conclusive upon all stockholders of the Corporation.
ARTICLE III.
COMMITTEES
Section 1. Executive Committee. The Board of Directors, by a resolution
passed by a majority of the whole Board, may appoint from among its members an
Executive Committee, such members to serve at the pleasure of the Board. The
number of Directors to be appointed as members of the Executive Committee shall
be fixed from time to time by resolution of the Board. The Board shall designate
one of the members of the Executive Committee as Chairman of the Executive
Committee. The Executive Committee shall concern itself with all matters
affecting the fiscal policies and financial affairs of the Corporation and shall
have and may exercise, when the Board is not in session, all the powers of the
Board in the management of the business and affairs of the Corporation, except
that it shall not have any of the powers of the Board in connection with
authorizing issuing shares of stock of the Corporation, electing or removing
officers of the Corporation or members of Committees, declaring dividends,
altering or amending the Certificate of Incorporation of the Corporation or
altering, amending or repealing these By-Laws or any resolution of the Board of
Directors that by its terms provides that the Executive Committee shall not
alter, amend or repeal it. The Executive Committee may authorize the seal of the
Corporation to be affixed to all papers that may require it.
Section 2. Other Committees. The Board of Directors, by a resolution
passed by a majority of the whole Board, may create from time to time additional
committees to be constituted in such manner and to have such organization and
powers as the Board of
<PAGE> 16
13
Directors in such resolution shall provide. All of the members of any such
committee having any of the powers of the Board of Directors shall be Directors,
and the members of any such committee not having any of the powers of the Board
of Directors need not be Directors.
Section 3. Alternate Members. The Board of Directors, by a resolution
passed by a majority of the whole Board, may designate alternate members of any
committee who shall possess the same qualifications for eligibility as regular
members and who may replace any absent or disqualified member at any meeting of
the committee in the order, if any, designated in the resolution appointing such
alternate members.
Section 4. Committee Proceedings. A quorum for transacting business by
any committee shall be one-third of the number of members of the committee as
then constituted, not including the number of alternate members, but the
alternate members present at any meeting shall be counted for the purpose of
determining if a quorum is present at the meeting. The vote of a majority of the
members, including alternate members sitting as members, present at a meeting at
which a quorum is present shall be the act of the committee. All members present
at any meeting of a committee may be counted in determining the presence of a
quorum for all purposes and for all matters before the meeting regardless of the
interest a member may have in any matter brought before the meeting. Each of the
committees may appoint a secretary of the committee, who need not be a Director.
Each of the committees shall have power to fix the date, time and place of
holding its meetings and the method of giving notice thereof and to adopt its
own rules of procedure. Each of them shall keep minutes of all its meetings
which shall be open to the inspection of any Director at any time.
Section 5. Compensation. Each member of a committee, and each alternate
member of a committee, who is not an officer or an employee of the Corporation
shall be entitled to receive, for his services as a member or as an alternate
member of such committee, compensation in such amounts as the Board of Directors
by resolution may from time to time determine. Each
<PAGE> 17
14
member of a committee, and each alternate member of a committee, whether or not
an officer or an employee of the Corporation, shall be entitled to reimbursement
for all expenses incurred by him in attending any meeting of such committee.
ARTICLE IV.
OFFICERS
Section 1. Officers. The executive officers of the Corporation shall be a
Chairman of the Board, one or more Vice Chairmen of the Board, a President, one
or more Executive Vice Presidents, one or more Vice Presidents, a Controller, a
Treasurer and a Secretary. Any number of offices may be held by the same person.
All such officers shall be elected by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
stockholders. The Board of Directors may elect such other officers as they deem
necessary, who shall have such authority and shall perform such duties as the
Board of Directors from time to time prescribe. In its discretion, the Board of
Directors may leave any office unfilled.
Except as otherwise expressly provided in a contract duly authorized by the
Board of Directors, all officers and agents shall be subject to removal at any
time by the affirmative vote of a majority of the whole Board of Directors, and
all officers, agents and employees other than officers elected by the Board of
Directors shall hold office at the discretion of the Committee or of the
officers appointing them. Each of the salaried officers of the Corporation shall
devote his entire time, skill and energy to the business of the Corporation
unless the contrary is expressly assented to by resolution of the Board of
Directors.
Section 2. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall be the chief executive and policy officer of the Corporation
and, subject to the control of the Board of Directors, shall have general charge
and control of all the business and affairs of the Corporation. He shall preside
at all meetings of the stockholders and of the Board of Directors. He shall from
time to time secure information concerning the
<PAGE> 18
15
business and affairs of the Corporation and shall promptly lay such information
before the Board of Directors or the Executive Committee. He shall communicate
to the Board or the Executive Committee all matters presented by any officer of
the Corporation for its consideration, and shall from time to time communicate
to the officers such action of the Board of Directors or the Executive Committee
as may in his judgment affect the performance of their official duties.
Section 3. Powers and Duties of the Vice Chairmen of the Board. Each Vice
Chairman of the Board shall have such powers and perform such duties as may from
time to time be assigned to him by these By-Laws, the Board of Directors or the
Chairman of the Board.
Section 4. Powers and Duties of the President. The President shall have
such powers and perform such duties as may from time to time be assigned to him
by these By-Laws, the Board of Directors or the Chairman of the Board.
Section 5. Powers and Duties of the Executive Vice Presidents. Each
Executive Vice President shall have such powers and perform such duties as may
from time to time be assigned to him by these By-Laws, the Board of Directors or
the Chairman of the Board.
Section 6. Powers and Duties of the Vice Presidents. Each Vice President
shall have such powers and perform such duties as may from time to time be
assigned to him by these By-Laws, the Board of Directors or the Chairman of the
Board.
Section 7. Powers and Duties of the Controller. The Controller shall be
the principal officer in charge of the accounts of the Corporation, and shall
perform such duties as from time to time may be assigned to him by the Board of
Directors or the Chairman of the Board.
Section 8. Powers and Duties of the Treasurer. The Treasurer shall have
custody of all the funds and securities of the Corporation which may have come
into his hands; when necessary or proper, he may endorse or cause to be endorsed
on behalf
<PAGE> 19
16
of the Corporation for collection, checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such bank or banks or
depository or depositories as may have been designated by the Board of Directors
or the Executive Committee or by any officer authorized by the Board of
Directors or the Executive Committee to make such designation; whenever required
by the Board of Directors or Executive Committee he shall render a statement of
the funds and securities of the Corporation in his custody; and he shall perform
all acts incident to the position of Treasurer, subject to the control of the
Board of Directors and the Executive Committee.
Section 9. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Board of Directors and the minutes of all
meetings of the stockholders in books provided for that purpose; he shall attend
to the giving or serving of all notices of the Corporation; he may sign with the
Chairman of the Board, any Vice Chairman of the Board, the President, any
Executive Vice President, or any Vice President, in the name of the Corporation,
all contracts authorized by the Board of Directors or by any committee of the
Corporation having the requisite authority and, when so ordered by the Board of
Directors or such committee, he shall affix the seal of the Corporation thereto;
he shall have charge of the stock certificate books, transfer books and stock
ledgers and such other books and papers as the Board of Directors or the
Executive Committee shall direct, all of which shall at all reasonable times be
open to the examination of any Director, upon application at the office of the
Corporation during business hours; and he shall in general perform all the
duties incident to the office of Secretary, subject to the control of the Board
of Directors and the Executive Committee.
Section 10. Powers and Duties of Additional Officers. The Board of
Directors or the Executive Committee may from time to time by resolution
delegate to any Assistant Controller or Controllers, any Assistant Treasurer or
Treasurers and/or any Assistant Secretary or Secretaries, elected by the Board,
any of the
<PAGE> 20
17
powers or duties herein assigned to the Controller, the Treasurer or the
Secretary, respectively.
Section 11. Giving of Bond by Officers. All officers of the Corporation,
if required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such penalties and
with such conditions and security as said Board may require.
Section 12. Voting Upon Stocks. Unless otherwise ordered by the Board of
Directors, any executive officer shall have full power and authority on behalf
of the Corporation to attend, in person or by proxy, and to act and to vote at
any meetings of stockholders of any corporation in which the Corporation may
hold stock, and at or in connection with any such meetings shall possess and may
exercise any and all rights and powers incident to the ownership of such stock
which, as the owner thereof, the Corporation might have possessed and exercised
if present. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other person or persons.
Section 13. Compensation of Officers. The officers of the Corporation
shall be entitled to receive such compensation for their services as may be
determined from time to time by the Board of Directors or, if the Board of
Directors shall so authorize and direct, by a committee of the Board of
Directors.
ARTICLE V.
CAPITAL STOCK -- SEAL -- FISCAL YEAR
Section 1. Certificates for Shares. The certificates for shares of the
capital stock of the Corporation shall be in such form not inconsistent with the
Certificate of Incorporation as shall be approved by the Board of Directors. The
certificates shall be signed by the Chairman of the Board or a Vice Chairman of
the Board and also by the Treasurer or an Assistant Treasurer and shall not be
valid unless so signed. If a certificate is countersigned (1) by a transfer
agent other than the Corporation or its employee, or (2) by a registrar other
than the Corporation or its
<PAGE> 21
18
employee, any other signature on the certificate may be a facsimile. If any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as though he were such officer, transfer
agent or registrar at the date of issue.
All certificates shall be consecutively numbered. The name of the person
owning the shares represented thereby with the number of such shares and the
date of issue thereof shall be entered in the Corporation's books.
Except as hereinafter provided, all certificates surrendered to the
Corporation shall be cancelled and no new certificates shall be issued until
former certificates for the same number of shares of the same class shall have
been surrendered and cancelled.
Section 2. Replacing Lost, Stolen, Destroyed or Escheated Stock
Certificates. The Board of Directors of the Corporation, or any officer or
officers of the Corporation to whom the Board of Directors has delegated
authority, may authorize any transfer agent of the Corporation to issue at any
time and from time to time until otherwise directed new certificates of stock in
the place of certificates previously issued by the Corporation, alleged to have
been lost, stolen or destroyed, upon receipt by the transfer agent of (a)
evidence of loss, theft or destruction (which may be the affidavit of the
applicant), (b) an undertaking to indemnify the Corporation and any transfer
agent and registrar of stock of the Corporation against claims that may be made
against it or them on account of the lost, stolen or destroyed certificate or
the issue of a new certificate, of such kind and in such amount (which may be
either a fixed or open amount) as the Board of Directors or authorized officer
or officers shall have authorized the transfer agent to accept generally or as
the Board of Directors or such officer or officers shall approve in particular
cases, and (c) any other documents or instruments that the Board of Directors or
an authorized officer or officers may from time to time require.
<PAGE> 22
19
The Board of Directors of the Corporation, or any officer or officers of
the Corporation to whom the Board of Directors has delegated authority, may
authorize any transfer agent of the Corporation to issue at any time and from
time to time until otherwise directed new certificates of stock, in the place of
certificates previously issued by the Corporation, representing shares of stock
of the Corporation which, together with all unclaimed dividends thereon, are
claimed and demanded by any State of the United States in accordance with
escheat laws, or unclaimed or abandoned property laws which contain a statutory
provision which relieves the issuing corporation, and any transfer agent,
registrar or other person acting for the corporation from all liability to any
person or from any loss or damage resulting from the issuance and delivery of
any such replacement certificates to the State.
Section 3. Transfer of Shares. A transfer book shall be kept by the
Corporation or by one or more agents appointed by it, in which the shares of the
capital stock of the Corporation shall be transferred. Shares of the capital
stock of the Corporation shall be transferred on the books of the Corporation by
the holder thereof in person or by his attorney duly authorized in writing, upon
surrender and cancellation of certificates for a like number of shares.
Section 4. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Corporation.
The Board of Directors may appoint one or more transfer agents and
registrars of transfers and may require all stock certificates to bear the
signature of one of the transfer agents and of one of the registrars of
transfers so appointed.
Section 5. Fixing of Record Dates. In order to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any
<PAGE> 23
20
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action (other than
action by consent, which is the subject of Article 1, Section 11 of these
By-Laws), the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting, provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
Section 6. Dividends. Subject to the provisions of the Certificate of
Incorporation of the Corporation, the Board of Directors may declare dividends
from the surplus of the Corporation or from the net profits arising from its
business.
Subject to the provisions of the Certificate of Incorporation of the
Corporation, the dividends on any class of stock of the Corporation, if
declared, shall be payable on dates to be fixed by the Board of Directors.
If the date fixed for the payment of any dividend shall in any year fall
upon a legal holiday, then the dividend payable on such date shall be paid on
the next day not a legal holiday.
Section 7. Corporate Seal. The Board of Directors shall provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors,
a duplicate of the seal may be kept and be used by the Treasurer, any Assistant
Secretary or any Assistant Treasurer.
Section 8. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and terminate on the thirty-first day of December in
each year.
Section 9. Issuance of Preferred Stock. The Corporation shall not, without
the affirmative vote of the holders of a majority
<PAGE> 24
21
of the shares present in person or represented by proxy at a meeting of the
Corporation's stockholders and entitled to vote on the matter (or, in the case
of action by consent, the consent or consents required under Section 11 of
Article I of these By-Laws), issue for cash Preferred Stock having voting power
(or convertible into stock having voting power) in excess of 10% of the voting
power represented by all voting stock (as defined in Section 203 of the Delaware
General Corporation Law) immediately subsequent to such issuance, to any person,
entity or group, which issuance is made in response to a pending or threatened
unsolicited attempt to acquire all of the capital stock of the Corporation by a
person, entity or group and which acquisition attempt is not recommended to the
stockholders of the Corporation by the Board; provided, however, that this
Section 9 shall not apply, and no stockholder approval shall be required by this
Section 9, with respect to any issuance of Preferred Stock for the purpose of
raising capital, acquiring another business or for other business purposes (such
as meeting then existing stock issuance obligations); and provided further that
this Section 9 shall remain subject to the continuing fiduciary duties of the
Board of Directors to the Corporation and its stockholders.
Section 10. Purchase of Equity Securities. (a) Vote Required for Certain
Acquisitions of Securities. Except as set forth in subsection (b) of this
Section 10, in addition to any other vote of stockholders required by any
provision of law, the Certificate of Incorporation or By-Laws of the
Corporation, or any policy adopted by the Board of Directors, neither the
Corporation nor any Subsidiary shall knowingly, directly or indirectly, purchase
or otherwise acquire any Chrysler Equity Security of any class or classes at a
price which is in excess of the highest Market Price of such Chrysler Equity
Security on the largest principal national securities exchange in the United
States on which such security is listed for trading on the date that such
transaction is effected by the Corporation, from any Interested Person (i.e.,
any Person who is the direct or indirect Beneficial Owner of more than one
percent (1%) of the aggregate voting power of the Voting Shares of the
Corporation), without the affirmative vote of the holders of a majority of the
Voting Shares present in person or represented
<PAGE> 25
22
by proxy at a meeting of the stockholders of the Corporation and entitled to
vote thereon, excluding Voting Shares beneficially owned by such Interested
Person, voting together as a single class. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise.
(b) When a Vote Is Not Required. The provisions of subsection (a) of this
Section 10 shall not be applicable with respect to:
(i) any purchase, acquisition, redemption or exchange of Chrysler Equity
Securities, the purchase, acquisition, redemption or exchange of which, at the
time any such transaction is entered into, is provided for in the Corporation's
Certificate of Incorporation (including any resolution or resolutions of the
Board of Directors providing for the issuance of Preferred Stock by the
Corporation);
(ii) any purchase or other acquisition of Chrysler Equity Securities made
as part of a tender or exchange offer by the Corporation to purchase securities
of the same class made on the same terms to all holders of such securities and
complying with the applicable requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations thereunder
(or any successor provisions to such Exchange Act, rules or regulations);
(iii) any purchase or acquisition of Chrysler Equity Securities made
pursuant to an open market purchase program which has been approved by the Board
of Directors;
(iv) any purchase or acquisition of Chrysler Equity Securities made from,
or any purchase or acquisition of Chrysler Equity Securities made pursuant to or
on behalf of, an employee benefit plan maintained by the Corporation or any
subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity.
(c) Interpretation of this By-Law. The Board of Directors shall have the
exclusive right and power to interpret the provisions
<PAGE> 26
23
of this By-Law, including, without limitation, the adoption of
written definitions of terms used in this By-Law (any such definitions shall be
filed with the Secretary, and such definitions as may prevail shall be made
available to any stockholder upon written request); any such interpretation made
in good faith shall be binding and conclusive upon all holders of Chrysler
Equity Securities.
ARTICLE VI.
SIGNING OF CHECKS, NOTES, ETC.
All checks, drafts, bills of exchange, notes or other obligations or orders
for the payment of money shall be signed by such officer or officers or employee
or employees of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors or by any officer of the
Corporation authorized by resolution of the Board of Directors to make such
determinations.
ARTICLE VII.
AMENDMENTS.
Except as provided in the Certificate of Incorporation of the Corporation,
these By-Laws may be altered, amended or repealed, or new By-Laws may be
adopted, by the Board of Directors at any meeting the notice of which shall have
stated the amendment of the By-Laws as one of the purposes of the meeting. Any
By-Laws adopted by the Board of Directors may be altered, amended or repealed by
the stockholders at any annual meeting or at any special meeting, provided that
notice of such proposed alteration, amendment or repeal shall have been given in
the notice of the meeting.
------------------------
<PAGE> 27
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CERTIFICATE
I, the undersigned Assistant Secretary of Chrysler Corporation, do hereby
certify that the foregoing is a true and complete copy of the By-Laws of
Chrysler Corporation, including all amendments, as the same are in force at the
date hereof.
In Witness Whereof, I have hereunto subscribed my name and affixed the seal
of Chrysler Corporation, this day of , 19 .
------------------------------------------
Assistant Secretary
<PAGE> 1
EXHIBIT 11
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
EARNINGS PER COMMON SHARE DATA
APB OPINION NO. 15 CALCULATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
------ ------
(IN MILLIONS OF
DOLLARS AND
SHARES)
<S> <C> <C>
PRIMARY:
Net earnings........................................................... $1,005 $ 496
Preferred stock dividend............................................... (1) (14)
------ ------
Earnings attributable to common stock.................................. $1,004 $ 482
====== ======
Weighted average shares outstanding.................................... 376.2 358.9
Shares issued on exercise of dilutive options.......................... 12.9 6.8
Shares purchased with proceeds of options.............................. (9.0) (3.4)
Shares contingently issuable........................................... 0.4 0.2
------ ------
Shares applicable to primary earnings.................................. 380.5 362.5
====== ======
FULLY DILUTED:
Net earnings........................................................... $1,005 $ 496
Preferred stock dividend............................................... -- --
------ ------
Earnings attributable to common stock.................................. $1,005 $ 496
====== ======
Weighted average shares outstanding.................................... 376.2 358.9
Shares issued on exercise of dilutive options.......................... 12.9 6.8
Shares purchased with proceeds of options.............................. (8.4) (3.4)
Shares applicable to convertible preferred stock....................... 3.6 41.6
Shares contingently issuable........................................... 0.8 0.4
------ ------
Shares applicable to fully diluted earnings............................ 385.1 404.3
====== ======
(IN DOLLARS)
PER COMMON SHARE DATA:
Primary:
Earnings before cumulative effect of a change in accounting
principle.......................................................... $ 2.64 $ 1.59
Cumulative effect of a change in accounting principle............... -- (0.26)
------ ------
Net earnings per common share....................................... $ 2.64 $ 1.33
====== ======
Fully Diluted:
Earnings before cumulative effect of a change in accounting
principle.......................................................... $ 2.61 $ 1.46
Cumulative effect of a change in accounting principle............... -- (0.23)
------ ------
Net earnings per common share....................................... $ 2.61 $ 1.23
====== ======
</TABLE>
NOTE: Primary earnings per common share amounts were computed by dividing
earnings after deduction of preferred stock dividends by the average
number of common and dilutive equivalent shares outstanding. Computations
of primary earnings per common share exclude the effect of common stock
equivalents and shares contingently issuable for any period in which their
inclusion would have the effect of increasing the earnings per common
share amount otherwise computed. Fully diluted per common share amounts
assume conversion of the convertible preferred stock, the elimination of
the related preferred stock dividend requirement, and the issuance of
common stock for all other potentially dilutive equivalent shares
outstanding.
<PAGE> 1
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Suite 900 Telephone: (313) 396-3000
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Detroit, Michigan 48243-1704
DELOITTE & TOUCHE LLP LOGO
EXHIBIT 15A
INDEPENDENT ACCOUNTANTS' REPORT
Shareholders and Board of Directors
Chrysler Corporation
Auburn Hills, Michigan
We have reviewed the accompanying consolidated balance sheet of Chrysler
Corporation and consolidated subsidiaries as of March 31, 1996 and 1995 and the
related consolidated statements of earnings and condensed cash flows for the
three-month period ended March 31, 1996 and 1995. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Chrysler Corporation and
consolidated subsidiaries as of December 31, 1995, and the related consolidated
statements of earnings and cash flows for the year then ended (not presented
herein); and in our report dated January 18, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1995, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Detroit, Michigan
April 16, 1996
<PAGE> 1
-----------------------------------------------
Suite 900 Telephone: (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
DELOITTE & TOUCHE LLP LOGO
EXHIBIT 15B
April 16, 1996
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, 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 Corporation and consolidated subsidiaries for
the periods ended March 31, 1996 and 1995, as indicated in our report dated
April 16, 1996. Because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is
incorporated by reference in the following Registration Statements:
<TABLE>
<CAPTION>
REGISTRATION
FORM STATEMENT NO. DESCRIPTION
- ---- ----------------- -------------------------------------------------------------------
<S> <C> <C>
S-8 33-5588 Chrysler Salaried Employees' Savings Plan
S-8 33-6117 Chrysler Corporation Stock Option Plan
S-3 33-13739 Chrysler Corporation Common Stock deliverable to Selling
stockholder named therein
S-3 33-15716 Chrysler Corporation Common Stock deliverable to Selling
stockholders named therein
S-8 33-15544 Chrysler Corporation Common Stock deliverable pursuant to the 1972
(Post-Effective and 1980 American Motors Corporation Stock Option Plans
Amendment No. 1)
S-3 33-15849 Chrysler Corporation Debt Securities
S-3 33-22233 Chrysler Corporation Common Stock deliverable to Selling
stockholders named therein
S-3 33-39688 Chrysler Corporation Common Stock deliverable to Selling
stockholders named therein
S-8 33-47986 Chrysler Corporation 1991 Stock Compensation Plan
S-3 33-59294 Chrysler Corporation Common Stock deliverable to Selling
stockholders named therein
S-8 33-55817 Chrysler Corporation 1991 Stock Compensation Plan
</TABLE>
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is 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.
DELOITTE & TOUCHE LLP
Detroit, Michigan
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 6,174
<SECURITIES> 2,175
<RECEIVABLES> 2,290
<ALLOWANCES> 69
<INVENTORY> 5,137
<CURRENT-ASSETS> 0
<PP&E> 21,023
<DEPRECIATION> 8,105
<TOTAL-ASSETS> 56,421
<CURRENT-LIABILITIES> 0
<BONDS> 9,763
0
0<F2>
<COMMON> 409
<OTHER-SE> 10,998
<TOTAL-LIABILITY-AND-EQUITY> 56,421
<SALES> 14,044
<TOTAL-REVENUES> 14,956
<CGS> 11,005<F1>
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,087
<LOSS-PROVISION> 8
<INTEREST-EXPENSE> 272
<INCOME-PRETAX> 1,670
<INCOME-TAX> 665
<INCOME-CONTINUING> 1,005
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,005
<EPS-PRIMARY> 2.64
<EPS-DILUTED> 2.61
<FN>
<F1>Excludes depreciation of property and equipment, amortization of special tools,
pension expense and nonpension postretirement benefit expense.
<F2>Less than $1 million.
</FN>
</TABLE>
