<PAGE> 1
As Filed with the Securities and Exchange Commission on February 11, 1997
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHRYSLER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(State or other jurisdiction of
incorporation or organization)
38-2673623
(I.R.S. Employer
Identification No.)
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
(810) 576-5741
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
RICHARD D. HOUTMAN, ESQ.
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
(810) 512-3992
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
------------------------
If only securities being registered on this Form are being offered to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Debt Securities............ $1,500,000,000 100% $1,500,000,000 $454,546
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</TABLE>
(1) Plus such additional principal amount as may be necessary such that, if Debt
Securities are issued with original issue discount, the aggregate initial
offering price of all Debt Securities will equal $1,500,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
The Debt Securities registered hereby may be offered from time to time by
means of the basic prospectus included herein and, when a particular series of
such Debt Securities is being offered or sold, such series of Debt Securities
may be offered or sold by means of the basic prospectus included herein and an
applicable prospectus supplement. If any series of Debt Securities registered
hereby are offered or sold in reliance upon the procedures contemplated by Rule
430A under the Securities Act of 1933, as amended, such series of Debt
Securities will be offered or sold by means of the basic prospectus included
herein and a prospectus supplement in the form included herein. Series of Debt
Securities registered hereby which are not offered or sold in reliance upon the
procedures contemplated by Rule 430A may be offered or sold by means of the
basic prospectus included herein and a prospectus supplement in a form other
than the form of prospectus supplement included herein.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
FEBRUARY 11, 1997
PROSPECTUS SUPPLEMENT
(To Prospectus Dated )
$[ ]
[CHRYSLER CORPORATION LOGO]
[ ]% DEBENTURES DUE [ ]
The % Debentures due [ ] (the "Debentures") of Chrysler
Corporation ("Chrysler" or the "Company") being offered hereby will mature on
[ ]. Interest on the Debentures is payable semiannually in arrears
on [ ] and [ ] of each year, commencing [ ],
1997. The Debentures will be redeemable as a whole or in part, at the option of
the Company at any time, at a redemption price equal to the greater of (i) 100%
of the principal amount of such Debentures and (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined herein) discounted to the
redemption date on a semiannual basis at the Treasury Rate (as defined herein)
plus basis points, together in either case with accrued interest to the date
of the redemption. See "Description of Debentures -- Optional Redemption".
The Debentures will be represented by one or more Global Securities registered
in the name of a nominee of The Depository Trust Company, as Depositary.
Beneficial interests in the Global Securities will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary and
its participants. Except as provided in the accompanying Prospectus, individual
Debentures will not be issued. See "Description of Debt Securities -- Global
Securities" in the accompanying Prospectus. Settlement for the Debentures will
be made in immediately available funds. The Debentures will trade in the
Depositary's Same-Day Funds Settlement System, and secondary market trading
activity in the Debentures will therefore settle in immediately available funds.
See "Description of Debentures -- Book-Entry System" and "-- Same-Day Settlement
and Payment".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Discount Company(1)(2)
<S> <C> <C> <C>
Per Debenture.......................... [ ]% [ ]% [ ]%
Total.................................. [$ ] [$ ] [$ ]
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</TABLE>
(1) Plus accrued interest, if any, from [ ] to the date of delivery.
(2) Before deducting expenses payable by Chrysler estimated to be $[ ].
The Debentures are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the right of the Underwriters to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Debentures will be made in
book-entry form through the facilities of The Depository Trust Company on or
about [ ].
SALOMON BROTHERS INC
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
The date of this Prospectus Supplement is [ ].
<PAGE> 4
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE> 5
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used for general
corporate purposes.
CAPITALIZATION
The following table sets forth the consolidated capitalization of Chrysler
(with CFC and Car Rental Operations on an equity basis) at December 31, 1996,
and as adjusted to give effect to (i) the issuance on February 5, 1997 of
$500,000,000 aggregate principal amount of 7.45% Debentures due 2097, and (ii)
the issuance of the Debentures offered hereby. This table should be read in
conjunction with Chrysler's consolidated financial statements and related notes
thereto which are incorporated herein by reference.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
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AS
ACTUAL ADJUSTED
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(IN MILLIONS)
<S> <C> <C>
Short-Term Debt:
Short-term debt........................................... $ 346 $ 346
Long-term debt due within one year........................ 22 22
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TOTAL SHORT-TERM DEBT.................................. 368 368
Long-Term Debt:
TOTAL LONG-TERM DEBT................................... 1,206 --
SHAREHOLDERS' EQUITY........................................ 11,571 11,571
------- -------
TOTAL CAPITALIZATION........................................ $13,145 --
=======
</TABLE>
S-3
<PAGE> 6
SELECTED FINANCIAL INFORMATION
The following tables summarize selected financial information for each of
the years ended December 31, 1992 through 1996, first for Chrysler and its
consolidated subsidiaries and then for Chrysler with CFC and the Car Rental
Operations on an equity basis. Certain unit sales and market share data
concerning Chrysler's automotive operations are also presented below.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------------------------------
RESULTS OF OPERATIONS DATA(1) 1996(2) 1995(3) 1994(4) 1993(5) 1992(6)
----------------------------- ------- ------- ------- ------- -------
(IN MILLIONS OF DOLLARS AND SHARES,
EXCEPT PER COMMON SHARE DATA)
<S> <C> <C> <C> <C> <C>
CHRYSLER AND CONSOLIDATED SUBSIDIARIES:
Total revenues........................... $61,397 $53,195 $52,235 $43,600 $36,897
Earnings before income taxes,
extraordinary item and cumulative
effect of changes in accounting
principles............................ 6,092 3,449 5,830 3,838 934
Earnings before extraordinary item and
cumulative effect of changes in
accounting principles................. 3,720 2,121 3,713 2,415 505
Net earnings (loss)...................... 3,529 2,025 3,713 (2,551) 723
Net earnings (loss) on Common Stock...... 3,526 2,004 3,633 (2,631) 654
PRIMARY EARNINGS (LOSS) PER COMMON
SHARE(7):
Earnings (loss) before extraordinary item
and cumulative effect of changes in
accounting principles................. $ 5.03 $ 2.78 $ 5.06 $ 3.38 $ 0.74
Net earnings (loss)...................... 4.77 2.65 5.06 (3.81) 1.11
Average common and dilutive equivalent
shares outstanding.................... 738.6 756.3 718.4 690.2 591.8
FULLY DILUTED EARNINGS PER COMMON SHARE(7):
Net earnings............................. $ 4.74 $ 2.56 $ 4.55 $ * $ 1.07
Average common and dilutive equivalent
shares outstanding.................... 744.2 792.3 815.5 * 678.4
DIVIDENDS DECLARED PER COMMON SHARE(7)..... $ 1.40 $ 1.00 $ 0.55 $ 0.33 $ 0.30
CHRYSLER (WITH CFC AND THE CAR RENTAL
OPERATIONS ON AN EQUITY BASIS):
Total revenues........................... $59,317 $50,970 $50,094 $41,654 $33,755
Earnings before income taxes,
extraordinary item and cumulative
effect of changes in accounting
principles............................ 6,092 3,449 5,830 3,838 934
Earnings before extraordinary item and
cumulative effect of changes in
accounting principles................. 3,720 2,121 3,713 2,415 505
Net earnings (loss)...................... 3,529 2,025 3,713 (2,551) 723
</TABLE>
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* Not applicable for reporting period.
(1) Prior periods reclassified to conform to current classifications.
(2) Earnings for the year ended December 31, 1996 include a charge of $97
million ($61 million after taxes) for costs associated with a voluntary
early retirement program for certain salaried employees, a charge of $77
million ($51 million after taxes) related to a write-down of Pentastar
Electronics, Inc. ("PEI"), a charge of $65 million ($100 million after
taxes) related to a write-down of Thrifty, a charge of $50 million ($31
million after taxes) for lump sum retiree pension costs related to the new
S-4
<PAGE> 7
UAW collective bargaining agreement, and a gain of $101 million ($87 million
after taxes) from the sale of Electrospace Systems, Inc. ("ESI"), and
Chrysler Technologies Airborne Systems, Inc. ("CTAS"). Net earnings for 1996
also include an extraordinary after-tax loss of $191 million related to the
early extinguishment of debt.
(3) Earnings for the year ended December 31, 1995 were reduced by a $263 million
charge ($162 million after taxes) for costs associated with production
changes at Chrysler's Newark assembly plant and a $115 million charge ($71
million after taxes) for a voluntary minivan owner service action. Net
earnings in 1995 also include an after-tax charge of $96 million for the
cumulative effect of a change in accounting principle related to the
consensus reached on Emerging Issues Task Force ("EITF") Issue 95-1,
"Revenue Recognition on Sales with a Guaranteed Minimum Resale Value."
(4) Earnings for the year ended December 31, 1994 include favorable adjustments
to the provision for income taxes aggregating $132 million. These
adjustments related to: (1) the recognition of tax credits related to
expenditures in prior years for qualifying research and development
activities, in accordance with an Internal Revenue Service settlement which
was based on U.S. Department of Treasury income tax regulations issued in
1994, and (2) the reversal of valuation allowances related to tax benefits
associated with net operating loss carryforwards.
(5) Results for the year ended December 31, 1993 include a pretax gain of $205
million ($128 million after taxes) on the sale of Chrysler's remaining 50.3
million shares of MMC stock, a pretax gain of $60 million ($39 million after
taxes) on the sale of Chrysler's plastics operations, a $4.7 billion after-
tax charge for the adoption of Statement of Financial Accounting Standards
("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions," and a $283 million after-tax charge for the adoption of SFAS
No. 112, "Employers' Accounting for Postemployment Benefits."
(6) Earnings for the year ended December 31, 1992 include a pretax gain of $142
million ($88 million after taxes) on the sale of 43.6 million shares of MMC
stock, a $218 million favorable effect of a change in accounting principle
relating to the adoption of SFAS No. 109, "Accounting for Income Taxes," a
$101 million pretax charge ($79 million after taxes) relating to the
restructuring of Chrysler's short-term vehicle rental subsidiaries, and a
$110 million pretax charge ($69 million after taxes) relating to investment
losses experienced by Chrysler Canada.
(7) All per-share data and the average common and dilutive equivalent shares
outstanding have been adjusted to reflect the two-for-one stock split in
1996.
S-5
<PAGE> 8
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------------
BALANCE SHEET DATA(1) 1996 1995 1994 1993 1992
--------------------- ------- ------- ------- ------- -------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
CHRYSLER AND CONSOLIDATED SUBSIDIARIES:
Cash, cash equivalents and marketable
securities.............................. $ 7,752 $ 8,125 $ 8,371 $ 5,095 $ 3,649
Total assets............................... 56,184 53,756 49,539 43,679 40,690
Total debt................................. 13,396 14,193 13,106 11,451 15,551
Shareholders' equity....................... 11,571 10,959 10,694 6,836 7,538
CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS
ON AN EQUITY BASIS):
Cash, cash equivalents and marketable
securities.............................. $ 6,947 $ 6,888 $ 7,615 $ 4,484 $ 2,968
Working capital (deficit).................. (3,297) (2,169) (1,072) (2,510) (2,171)
Total assets............................... 43,208 40,475 38,077 34,020 27,644
Total debt................................. 1,574 1,951 2,424 2,780 3,785
Shareholders' equity....................... 11,571 10,959 10,694 6,836 7,538
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------------------------------------
VEHICLE SHIPMENTS BY AREA OF SALE(2) 1996 1995 1994 1993 1992
- ------------------------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
United States........................ 2,445,820 2,209,202 2,253,951 2,021,847 1,729,687
Canada............................... 235,819 222,997 253,819 226,102 193,533
Outside the United States and
Canada............................. 277,161 241,340 254,333 227,789 252,227
--------- --------- --------- --------- ---------
Total Worldwide Vehicle Shipments.... 2,958,800 2,673,539 2,762,103 2,475,738 2,175,447
========= ========= ========= ========= =========
Total Worldwide Car Shipments........ 977,382 959,962 1,051,750 1,032,227 872,769
Total Worldwide Small Sport-Utility
Shipments....................... 537,856 530,214 445,794 407,367 285,981
Total Worldwide Minivan
Shipments....................... 735,866 555,824 677,476 617,209 577,064
Other Worldwide Truck Shipments.... 707,696 627,539 587,083 418,935 439,633
--------- --------- --------- --------- ---------
Total Worldwide Truck Shipments...... 1,981,418 1,713,577 1,710,353 1,443,511 1,302,678
--------- --------- --------- --------- ---------
Total Worldwide Vehicle Shipments.... 2,958,800 2,673,539 2,762,103 2,475,738 2,175,447
========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
RETAIL MARKET SHARE(2)
----------------------
<S> <C> <C> <C> <C> <C>
Total U.S. Car Market Share.......... 9.8% 9.1% 9.0% 9.8% 8.3%
U.S. Small Sport-Utility Market
Share........................... 28.3% 27.1% 30.4% 32.5% 24.7%
U.S. Minivan Market Share.......... 46.8% 42.1% 43.4% 46.7% 50.5%
U.S. Other Truck Market Share...... 15.3% 13.1% 12.8% 10.4% 11.4%
Total U.S. Truck Market Share(3)..... 23.3% 21.3% 21.7% 21.4% 21.1%
Combined U.S. Car and Truck Market
Share.............................. 15.9% 14.3% 14.3% 14.4% 13.1%
U.S. and Canadian Combined Market
Share.............................. 16.1% 14.7% 14.7% 14.8% 13.4%
</TABLE>
- -------------------------
(1) Prior periods reclassified to conform to current classifications.
(2) All vehicle shipments and market share data include fleet sales.
(3) U.S. truck retail market share data include minivans.
S-6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Chrysler consolidated financial statements and notes thereto.
FINANCIAL REVIEW
1996 Compared With 1995
Chrysler reported earnings before income taxes, extraordinary item, and the
cumulative effect of a change in accounting principle of $6.1 billion in 1996,
compared with $3.4 billion in 1995. Net earnings for 1996 were $3.5 billion, or
$4.77 per common share, compared with $2.0 billion, or $2.65 per common share in
1995.
Chrysler also reported earnings before income taxes and extraordinary item
of $1,591 million in the fourth quarter of 1996, compared with $1,659 million in
the fourth quarter of 1995. Net earnings for the fourth quarter of 1996 were
$807 million, or $1.12 per common share, compared with $1,040 million, or $1.35
per common share in the fourth quarter of 1995.
Earnings before income taxes, extraordinary item, and the cumulative effect
of a change in accounting principle for 1996 included a charge of $97 million
($61 million after taxes) for costs associated with a voluntary early retirement
program for certain salaried employees, a charge of $77 million ($51 million
after taxes) related to a write-down of PEI, a charge of $65 million ($100
million after taxes) related to a write-down of Thrifty, a charge of $50 million
($31 million after taxes) for lump sum retiree pension costs related to the new
UAW collective bargaining agreement, and a gain of $101 million ($87 million
after taxes) from the sale of ESI and CTAS. Earnings before income taxes,
extraordinary item, and the cumulative effect of a change in accounting
principle for 1995 included a charge of $263 million ($162 million after taxes)
for costs associated with production changes at Chrysler's Newark assembly plant
and a charge of $115 million ($71 million after taxes) for a voluntary minivan
owner service action.
The following table summarizes this information:
<TABLE>
<CAPTION>
FOURTH QUARTER CALENDAR YEAR
---------------- ----------------
1996 1995 1996 1995
------ ------ ------ ------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
Earnings before income taxes, extraordinary item, and
cumulative effect of a change in accounting
principle.............................................. $1,591 $1,659 $6,092 $3,449
Voluntary early retirement program....................... 9 -- 97 --
PEI write-down........................................... 77 -- 77 --
Thrifty write-down....................................... -- -- 65 --
Lump sum retiree pension costs........................... 50 -- 50 --
Gain on sale of ESI and CTAS............................. -- -- (101) --
Newark production changes................................ -- -- -- 263
Voluntary minivan owner service action................... -- -- -- 115
------ ------ ------ ------
Pretax earnings excluding items above.................. $1,727 $1,659 $6,280 $3,827
====== ====== ====== ======
</TABLE>
Pretax earnings excluding items above increased for calendar-year 1996 as
compared with calendar-year 1995 primarily as a result of an increase in vehicle
shipments and improved vehicle margins due to pricing actions and a reduction in
average sales incentives per vehicle, partially offset by increased profit-based
employee compensation costs. The increase in shipments for calendar-year 1996
was primarily due to increased shipments of minivans and Dodge Ram pickup
trucks. Minivan shipments for calendar-year 1995 were adversely affected by the
changeover and launch of Chrysler's all-new minivans. The increase in shipments
of Dodge Ram pickup trucks primarily reflects a full year of production in 1996
at two additional assembly plants.
S-7
<PAGE> 10
In December 1996, Chrysler extinguished $550 million, or 50 percent, of the
outstanding principal amount of its Auburn Hills Trust Guaranteed Exchangeable
Certificates Due 2020 (the "Certificates") at a cost of $859 million. The
extinguishment of the Certificates resulted in an extraordinary after-tax loss
of $191 million (net of income tax benefit of $118 million), or $0.26 per common
share.
Effective January 1, 1995, Chrysler changed its accounting treatment for
certain vehicle sales (principally to non-affiliated rental car companies) in
accordance with EITF Issue 95-1, "Revenue Recognition on Sales with a Guaranteed
Minimum Resale Value." This change in accounting principle resulted in the
recognition of an after-tax charge of $96 million (net of income tax benefit of
$59 million), or $0.13 per common share in 1995. The ongoing effect of this
accounting change was not material to 1996 and 1995 earnings.
Chrysler's worldwide vehicle shipments in 1996 were 2,958,800 units, an
increase of 285,261 units or 11 percent from 1995 levels. Chrysler's vehicle
shipments outside of the U.S., Canada and Mexico ("North America") in 1996 were
223,657 units, an increase of 15,385 units or seven percent from 1995 levels.
Chrysler's worldwide vehicle shipments in the fourth quarter of 1996 were
753,326 units, an increase of 11,556 units or two percent from fourth-quarter
1995 levels. Chrysler's vehicle shipments outside of North America in the fourth
quarter of 1996 were 69,084 units, an increase of 7,339 units or 12 percent from
fourth-quarter 1995 levels.
Chrysler's revenues and results of operations are principally derived from
the U.S. and Canada automotive marketplaces. Retail industry sales (including
fleet) of new cars and trucks in the U.S. and Canada were 16.6 million units in
1996, compared with 16.3 million units in 1995, an increase of two percent.
Chrysler's U.S. and combined U.S. and Canada retail sales and market share
data for 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995 INCREASE
--------- --------- --------
<S> <C> <C> <C>
U.S. Retail Market(1):
Car sales............................... 832,633 786,180 46,453
Car market share........................ 9.8% 9.1% 0.7%
Truck sales (including minivans)........ 1,618,193 1,378,163 240,030
Truck market share...................... 23.3% 21.3% 2.0%
Combined car and truck sales............ 2,450,826 2,164,343 286,483
Combined car and truck market share..... 15.9% 14.3% 1.6%
U.S. and Canada Retail Market(1):
Combined car and truck sales............ 2,690,340 2,389,465 300,875
Combined car and truck market share..... 16.1% 14.7% 1.4%
</TABLE>
- -------------------------
(1) All retail sales and market share data include fleet sales.
The increase in Chrysler's U.S. car market share during 1996 was primarily
due to increased sales of its midsize sedans and coupes, including the new
Plymouth Breeze and Chrysler Sebring convertible. The increase in Chrysler's
U.S. truck market share during 1996 was primarily due to increased sales of its
Dodge Ram pickup trucks, Jeep(R) sport-utility vehicles, and minivans.
CFC reported earnings before income taxes of $586 million in 1996, compared
with $522 million in 1995. CFC's net earnings were $376 million in 1996,
compared with $339 million in 1995. The increase in net earnings in 1996
primarily reflects net margin improvements partially offset by an increase in
the provision for credit losses. The net margin improvements in 1996 reflect
lower average effective cost of borrowings resulting primarily from lower market
interest rates in the U.S. and Canada.
S-8
<PAGE> 11
For the past several years, Chrysler has benefitted from the following
factors: (1) favorable economic conditions in the U.S. and Canada, where
Chrysler's sales are concentrated, and (2) a continuing shift in U.S. and Canada
consumer preferences toward trucks, as Chrysler manufactures a higher proportion
of trucks to total vehicles than its principal competitors in the U.S. and
Canada. A significant deterioration in either of these factors could adversely
affect Chrysler's consolidated operating results. In addition, Chrysler has also
benefitted over the past several years from a cost advantage in comparison to
vehicles manufactured in Japan (and vehicles containing significant material
components manufactured in Japan) as a result of favorable exchange rates
between the Japanese yen and the U.S. dollar. During 1996, this cost advantage
was substantially reduced as a result of unfavorable changes in the Japanese yen
to U.S. dollar exchange rate. These changes did not have a material adverse
effect on Chrysler's 1996 consolidated operating results. Chrysler believes,
however, that further substantial unfavorable exchange rate changes could, over
time, have an adverse effect on Chrysler's consolidated operating results.
Further, Chrysler has benefitted from a strategy of focusing resources on its
core automotive business and an aggressive capital expenditure and vehicle
development program that has resulted in the replacement of its entire product
lineup over the last five years. Chrysler's long-term profitability will depend
significantly on its ability to continue its capital expenditure and vehicle
development programs and to market its vehicles successfully in an increasingly
competitive environment.
1995 Compared With 1994
Chrysler reported earnings before income taxes and the cumulative effect of
a change in accounting principle of $3.4 billion in 1995, compared with $5.8
billion in 1994. Net earnings for 1995 were $2.0 billion, or $2.65 per common
share, compared with $3.7 billion, or $5.06 per common share in 1994. Earnings
in 1995 were reduced by a $263 million charge ($162 million after taxes) for
costs associated with production changes at Chrysler's Newark assembly plant and
a $115 million charge ($71 million after taxes) for a voluntary minivan owner
service action. Net earnings in 1995 also included an after-tax charge of $96
million, or $0.13 per common share, for the cumulative effect of a change in
accounting principle related to the consensus reached on EITF Issue 95-1. Net
earnings for 1994 included favorable income tax adjustments aggregating $132
million.
The lower operating results for 1995 as compared with 1994 resulted
primarily from lower minivan shipments and costs associated with the launch of
Chrysler's all-new minivans, higher sales incentives and material costs, a lower
mix of higher-margin vehicles, lower vehicle shipments in Mexico and the costs
associated with production changes at the Newark assembly plant.
Chrysler's worldwide vehicle shipments in 1995 were 2,673,539 units, a
decrease of 88,564 units or three percent from 1994 levels. Minivan shipments in
1995 were 555,824 units, a decrease of 121,652 units from 1994 levels. The
decline in minivan shipments was primarily attributable to the launch of
Chrysler's all-new minivans. By the end of 1995, the launch of Chrysler's
all-new minivans was substantially complete.
COMPARISON OF SELECTED ELEMENTS OF REVENUES AND EXPENSES
Chrysler's total revenues were as follows:
<TABLE>
<CAPTION>
1996 VS. 1995 1995 VS. 1994
INCREASE/ INCREASE/
1996 1995 (DECREASE) 1994 (DECREASE)
------- ------- ------------- ------- -------------
(IN MILLIONS (IN MILLIONS
OF DOLLARS) OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Sales of manufactured products....... $57,587 $49,601 16% $49,363 --
Finance and insurance revenues....... 1,746 1,589 10% 1,384 15%
Other revenues....................... 2,064 2,005 3% 1,488 35%
------- ------- -------
Total revenues $61,397 $53,195 15% $52,235 2%
======= ======= =======
</TABLE>
S-9
<PAGE> 12
The increase in sales of manufactured products in 1996 as compared with
1995 primarily reflects an 11 percent increase in vehicle shipments and an
increase in average revenue per unit, net of sales incentives, from $18,305 to
$19,442. The increase in average revenue per unit in 1996 as compared with 1995
was principally due to pricing actions and an increased proportion of truck
shipments to total vehicle shipments. The increase in sales of manufactured
products in 1995 as compared with 1994 primarily reflects an increase in average
revenue per unit, net of sales incentives, from $17,663 to $18,305, largely
offset by a three percent decrease in vehicle shipments. The increase in average
revenue per unit in 1995 as compared with 1994 was principally due to pricing
actions, partially offset by higher sales incentives.
The increase in finance and insurance revenues in 1996 as compared with
1995 was primarily attributable to higher average automotive finance receivables
outstanding and vehicles leased. The increase in finance and insurance revenues
in 1995 as compared with 1994 was primarily attributable to higher average
automotive finance receivables outstanding.
Financing support provided in the United States by CFC for new Chrysler
vehicle retail deliveries (including fleet) and wholesale vehicle sales to
dealers and the number of vehicles financed during the last three years were as
follows:
<TABLE>
<CAPTION>
1996 1995 1994
----- ----- -----
<S> <C> <C> <C>
U.S. Penetration:
Retail.................................................... 20% 27% 24%
Wholesale................................................. 72% 74% 73%
Number of New Chrysler Vehicles Financed in the U.S. (in
thousands):
Retail.................................................... 485 594 525
Wholesale................................................. 1,771 1,632 1,647
</TABLE>
The decrease in retail penetration is primarily due to increased
competition and actions taken by CFC to improve retail credit quality mix.
Other revenues increased in 1995 as compared with 1994 primarily as a
result of increased interest income, reflecting Chrysler's higher average cash,
cash equivalents and marketable securities balances and higher interest rates as
well as the recognition of lease revenue in accordance with EITF 95-1.
Chrysler's total expenses were as follows:
<TABLE>
<CAPTION>
1996 VS. 1995 1995 VS. 1994
INCREASE/ INCREASE/
1996 1995 (DECREASE) 1994 (DECREASE)
------- ------- ------------- --------------- -------------
(IN MILLIONS OF (IN MILLIONS OF
DOLLARS) DOLLARS)
<S> <C> <C> <C> <C> <C>
Costs, other than items below... $45,842 $41,304 11% $38,032 9%
Depreciation and special tools
amortization.................. 2,312 2,220 4% 1,955 14%
Selling and administrative
expenses...................... 4,730 4,064 16% 3,933 3%
Employee retirement benefits.... 1,414 1,163 22% 1,548 (25)%
Interest expense................ 1,007 995 1% 937 6%
------- ------- -------
Total expenses............. $55,305 $49,746 11% $46,405 7%
======= ======= =======
</TABLE>
Costs, other than items below increased in 1996 as compared with 1995
primarily as a result of an 11 percent increase in vehicle shipments and an
increased proportion of truck shipments to total vehicle shipments. In addition,
Costs, other than items below in 1995 included a charge of $263 million related
to production changes at the Newark assembly plant and a $115 million charge
related to a voluntary minivan owner service action. Costs, other than items
below increased in 1995 as compared with 1994 primarily as a result of increased
product costs, costs associated with the changeover and launch of Chrysler's
all-new minivans and costs associated with production changes at the Newark
assembly plant,
S-10
<PAGE> 13
partially offset by the effect of a decrease in vehicle shipments of three
percent. Costs, other than items below as a percent of sales of manufactured
products were 80 percent, 83 percent and 77 percent in 1996, 1995 and 1994,
respectively.
Depreciation and special tools amortization increased in 1996 as compared
with 1995 primarily as a result of higher levels of property and equipment in
use. Depreciation and special tools amortization increased in 1995 as compared
with 1994 primarily as a result of higher levels of property and equipment in
use as well as increased tooling costs related to Chrysler's new products.
Selling and administrative expenses increased in 1996 as compared with 1995
primarily as a result of increased advertising expenses, increased profit-based
employee compensation costs, and increased expenses associated with Chrysler's
expanding international operations. Selling and administrative expenses
increased in 1995 as compared with 1994 primarily as a result of increased
advertising expenses.
Employee retirement benefits increased in 1996 as compared with 1995
primarily as a result of a decrease in the discount rates used to determine 1996
pension expense and nonpension postretirement benefit expense, costs associated
with a voluntary early retirement program for certain salaried employees in
1996, and increased pension benefits related to Chrysler's new collective
bargaining agreements. This increase was partially offset by the favorable
effect of higher expected returns on pension plan assets in 1996. Employee
retirement benefits decreased in 1995 as compared with 1994 primarily due to
improved funding of the pension plans, an increase in the discount rates used to
determine 1995 pension expense and nonpension postretirement benefit expense,
and favorable health care inflation experience. Chrysler contributed $941
million, $838 million and $2.6 billion to the pension funds during 1996, 1995
and 1994, respectively.
Interest expense increased slightly in 1995 as compared with 1994 primarily
as a result of higher average levels of term debt at CFC largely offset by a
decrease in average non-CFC debt levels.
In 1996, Chrysler completed the sale of ESI and CTAS for net proceeds of
$476 million. ESI and CTAS were engaged principally in the manufacture of
defense electronics and aircraft modification, respectively, and represented
substantially all of the operations of Chrysler Technologies Corporation, a
wholly owned subsidiary of Chrysler. The sale resulted in a pretax gain of $101
million ($87 million after taxes) which is included in Costs, other than items
below in the consolidated statement of earnings for 1996.
Consistent with its strategy to focus on its core automotive business, in
1996, Chrysler committed to a plan of disposal for Thrifty. In accordance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," a pretax loss of $65 million ($100 million
after taxes) was recognized in 1996 to write down Thrifty's carrying value to
estimated fair value less cost to sell. Chrysler's estimate of the fair value of
Thrifty is based principally on an analysis of non-binding bids. The pretax loss
is included in Costs, other than items below in the consolidated statement of
earnings for 1996. The after-tax loss includes the effect of not being able to
claim a tax deduction for the capital loss on Chrysler's investment in Thrifty.
Thrifty's assets and liabilities at December 31, 1996 and its results of
operations for 1996 were immaterial to Chrysler's consolidated assets and
liabilities and results of operations, respectively. Chrysler is continuing with
its efforts to sell Thrifty and is uncertain when the sale of Thrifty may occur.
In the fourth quarter of 1996, Chrysler signed an agreement to sell PEI for
net proceeds of $17 million. PEI produces automatic test equipment for military
applications and represents the remaining operations of Chrysler Technologies
Corporation. In accordance with SFAS No. 121, a pretax loss of $77 million ($51
million after taxes) was recognized in the fourth quarter of 1996 to write down
PEI's carrying value to estimated fair value less cost to sell. Chrysler's
estimate of the fair value of PEI was based on the terms of the agreement.
Included in the cost to sell PEI is an estimate for job security benefits,
special early retirement benefits and other employee costs related to employees
which Chrysler agreed to retain. The pretax loss is included in Costs, other
than items below in the consolidated statement of earnings for
S-11
<PAGE> 14
1996. PEI's assets and liabilities at December 31, 1996 and its results of
operations for 1996 were immaterial to Chrysler's consolidated assets and
liabilities and results of operations, respectively. The sale of PEI was
completed on January 10, 1997.
In 1995, Chrysler recorded a $263 million provision ($162 million after
taxes) for costs associated with production changes at its Newark assembly
plant. Newark production of the Chrysler Concorde and Dodge Intrepid was reduced
to one shift in August 1995 and terminated in July 1996. Production of an all-
new sport-utility vehicle, the Dodge Durango, is scheduled to begin at the
Newark assembly plant in the fall of 1997. The provision reflects the
recognition of supplemental unemployment benefits, job security benefits and
other related employee costs, and the write-down of certain equipment and
tooling. The provision is included in Costs, other than items below in the
consolidated statement of earnings for 1995.
Chrysler's effective tax rates in 1996, 1995 and 1994 were 38.9 percent,
38.5 percent and 36.3 percent, respectively. The provision for income taxes in
1994 included favorable adjustments aggregating $132 million, including $100
million for the recognition of tax credits related to expenditures in prior
years for qualifying research and development activities.
LIQUIDITY AND CAPITAL RESOURCES
Chrysler's consolidated combined cash, cash equivalents and marketable
securities totaled $7.8 billion at December 31, 1996 (including $797 million
held by CFC and Car Rental Operations), $8.1 billion at December 31, 1995
(including $1.2 billion held by CFC and Car Rental Operations), and $8.4 billion
at December 31, 1994 (including $756 million held by CFC and Car Rental
Operations). At December 31, 1996, CFC had approximately $400 million of
marketable securities which were limited for use in its insurance operations in
accordance with various statutory requirements. The decrease in Chrysler's
consolidated combined cash, cash equivalents and marketable securities in 1996
was primarily the result of capital expenditures, common stock repurchases, net
debt repayments and dividend payments, largely offset by cash generated by
operating activities, marketable securities acquired in non-cash transactions
related to the securitization of retail receivables and net proceeds from the
sales of nonautomotive assets. The decrease in Chrysler's consolidated combined
cash, cash equivalents and marketable securities in 1995 was primarily the
result of capital expenditures, net finance receivables acquired and common
stock repurchases, largely offset by cash generated by operating activities and
cash provided by an increase in long-term debt.
Chrysler's long-term profitability will depend significantly on its ability
to continue its capital expenditure and vehicle development programs and to
market its vehicles successfully in an increasingly competitive environment.
Chrysler's expenditures for new product development and the acquisition of
productive assets were $17.1 billion for the three-year period ended December
31, 1996. Expenditures for these items during the succeeding three-year period
are expected to be at similar or higher levels. At December 31, 1996, Chrysler
had commitments for capital expenditures, including commitments for assets
currently under construction, totaling approximately $1.6 billion.
In May 1996, Chrysler declared a two-for-one stock split in the form of a
100 percent stock dividend which was distributed on July 15, 1996 to
shareholders of record on June 15, 1996. All per share data and the average
common and dilutive equivalent shares outstanding have been adjusted to reflect
this stock split for all periods presented. The number of common shares issued,
outstanding and held in treasury for 1996 have been adjusted to reflect this
stock split. In addition, the par value of the new shares issued as a result of
the two-for-one stock split has been transferred from additional paid-in capital
to common stock. Additional paid-in capital, common stock balances, common
shares issued, outstanding and held in treasury for prior periods have not been
restated for the two-for-one stock split.
During 1996, Chrysler repurchased 66 million shares of its common stock at
a cost of $2.0 billion (including $16 million in unsettled repurchases at
December 31, 1996). In December 1996, Chrysler's Board of Directors approved an
increase in Chrysler's planned 1997 common stock repurchases from $1 billion to
$2 billion. The planned 1997 common stock repurchases are subject to market and
general
S-12
<PAGE> 15
economic conditions. Since beginning its common stock repurchase program in
1995, Chrysler has repurchased 112 million shares of its common stock at a cost
of $3.1 billion.
In the second quarter of 1996, Chrysler increased its quarterly dividend
from $0.30 to $0.35 per common share. In the fourth quarter of 1996, Chrysler
increased its quarterly dividend from $0.35 to $0.40 per common share. Dividends
per common share have been adjusted to reflect the two-for-one stock split.
In December 1996, Chrysler prepaid certain 1997 nonpension employee
benefits by contributing $1.1 billion to a Voluntary Employees' Beneficiary
Association trust and other employee benefit plans.
In December 1996, Chrysler repurchased and extinguished $550 million, or 50
percent, of the outstanding principal amount of its Auburn Hills Trust
Guaranteed Exchangeable Certificates Due 2020 at a cost of $859 million. At
December 31, 1996, $550 million of the Certificates remained outstanding. The
remaining Certificates outstanding are not redeemable prior to maturity and
carry a current interest rate of 12 percent. On February 5, 1997, Chrysler
issued $500 million principal amount of 7.45% Debentures due 2097 to replace
cash used in such repurchase.
At December 31, 1996, Chrysler (excluding CFC) had aggregate debt
maturities of $1.1 billion through 1999. At December 31, 1996, Chrysler had a
$2.4 billion revolving credit agreement which expires in April 2001. The
revolving credit agreement was not drawn upon at December 31, 1996. Chrysler
believes that cash from operations and its cash position will be sufficient to
enable it to meet its capital expenditure, debt maturity, common stock
repurchase, dividend payment and other funding requirements.
Chrysler's ability to market its products successfully depends
significantly on the availability of vehicle financing for its dealers and, to a
lesser extent, the availability of financing for retail and fleet customers,
both of which are provided by CFC.
Term debt, commercial paper and receivable sales are CFC's primary funding
sources. CFC decreased its term debt outstanding by $0.8 billion during 1996 and
increased its term debt outstanding by $3.1 billion during 1995. CFC's
commercial paper outstanding increased by $0.2 billion during 1996 and decreased
by $1.9 billion in 1995. CFC realized $8.1 billion and $6.5 billion of net
proceeds from the sales of automotive retail receivables during 1996 and 1995,
respectively. In addition, securitization of revolving wholesale account
balances provided funding for CFC which aggregated $6.8 billion and $6.7 billion
at December 31, 1996 and 1995, respectively.
At December 31, 1996, CFC had debt maturities of $5.7 billion in 1997
(including $2.6 billion of short-term notes), $2.6 billion in 1998, and $1.6
billion in 1999. CFC's U.S. and Canadian revolving credit facilities, which
total $8 billion, consist of a $2 billion facility expiring in April 1997 and a
$6 billion facility expiring in April 2001. Neither of the revolving credit
facilities was drawn upon at December 31, 1996. CFC believes that cash provided
by operations, receivable sales, securitizations, and the issuance of term debt
and commercial paper will provide sufficient liquidity to meet its debt maturity
and other funding requirements.
During 1996, Chrysler completed the sale of ESI and CTAS for net proceeds
of $476 million. Also during 1996, CFC completed the sale of certain
nonautomotive assets for net proceeds of $225 million, which approximated the
net book value of the assets.
Chrysler's strategy is to focus on its core automotive business. As part of
this strategy, Chrysler has sold certain assets and businesses in past years
which are not related to its core automotive business, and is exploring the sale
of other such assets and businesses in the near term.
OUTLOOK
The statements contained in this Outlook section are based on management's
current expectations. With the exception of the historical information contained
herein, the statements presented in this
S-13
<PAGE> 16
Outlook section are forward-looking statements that involve numerous risks and
uncertainties. Actual results may differ materially.
Chrysler's worldwide vehicle production in the fourth quarter of 1996 was
711,217 units, an increase of 11,857 units or two percent as compared with the
fourth quarter of 1995. Worldwide vehicle production for the first quarter of
1997 is expected to be approximately 779,000 units, an increase of 36,000 units
or five percent as compared with the first quarter of 1996. This expected
production level is heavily dependent on continued favorable economic conditions
in the U.S. and Canada, where Chrysler's sales are concentrated. A significant
weakening of Chrysler's competitive position or economic conditions in the U.S.
and Canada could result in the lowering of first-quarter 1997 planned
production.
Chrysler projects that 1997 retail (including fleet) industry sales for the
U.S. will range from 15.0 million to 15.5 million units and that 1997 retail
(including fleet) industry sales for Canada will range from 1.1 million to 1.2
million units. Retail (including fleet) industry sales in 1996 were 15.4 million
units and 1.2 million units in the U.S. and Canada, respectively. Actual levels
of industry retail (including fleet) sales will depend on, among other things,
economic conditions in the U.S. and Canada. Accordingly, there can be no
assurance that Chrysler's estimates will be accurate.
Chrysler's business plan for 1997 is predicated on several broad economic
assumptions, including, among others, that 1997 inflation and interest rates in
the U.S. will remain stable and will be comparable to 1996 rates; there will be
a moderate expansion in the U.S. economy during 1997, with real economic growth
between 2.0 percent and 2.5 percent; and average 1997 gasoline and oil prices in
the U.S. will be comparable to 1996 prices. As with most economic projections,
actual conditions in 1997 could vary substantially from Chrysler's assumptions.
In addition, Chrysler wishes to caution readers that several factors, as
well as those factors described elsewhere in this discussion or in other
Securities and Exchange Commission filings, in some cases have affected, and in
the future could affect, Chrysler's actual results, and could cause Chrysler's
actual results to differ materially from those expressed in any forward-looking
statement made by, or on behalf of, Chrysler. Those factors include: business
conditions and growth in the automotive industry and general economy; changes in
gasoline and oil prices; changes in consumer debt levels and interest rates;
changes in consumer preferences away from pickup trucks, sport-utility vehicles
and minivans; competitive factors, such as domestic and foreign rival car and
truck offerings, sales incentives, acceptance of new products and price
pressures; excess or shortage of manufacturing capacity; risks and uncertainties
associated with Chrysler's expansion into international markets; and changes in
foreign exchange rates and the resulting impact on pricing strategies of major
foreign competitors. Additionally, several of Chrysler's competitors have larger
worldwide sales volumes and greater financial resources, which may, over time,
place Chrysler at a competitive disadvantage in responding to its competitors'
offerings, substantial changes in consumer preferences, government regulations,
or adverse economic conditions in the U.S. and Canada. Finally, the automotive
industry historically has been highly cyclical and the duration of these cycles
has been difficult to predict.
NEW ACCOUNTING STANDARDS
In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." This Statement is effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after December 31,
1996. Chrysler believes that the implementation of this new accounting standard
will not have a material impact on its consolidated operating results or
financial position. Chrysler will adopt this accounting standard on a
prospective basis on January 1, 1997, as required.
S-14
<PAGE> 17
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
in the Prospectus, to which description reference is hereby made.
GENERAL
The Debentures will be limited to an aggregate principal amount of
$[ ] and will mature on [ ]. The Debentures will rank equally with
all other unsecured and unsubordinated indebtedness of the Company. The
Debentures will bear interest at the rate per annum set forth on the cover page
of this Prospectus Supplement from [ ] or from the most recent Interest
Payment Date to which interest has been paid or provided for, payable
semiannually in arrears on [ ] and [ ] of each year, beginning
[ ], to the persons in whose names the Debentures are registered at the
close of business on [ ] or [ ], as the case may be, next preceding
such Interest Payment Date. The Debentures will be subject to defeasance as
provided in "Description of Debt Securities -- Defeasance" in the accompanying
Prospectus. Principal of and interest on the Debentures will be payable (and the
Debentures may be presented for repayment) at the office or agency of the
Company maintained for such purposes in Chicago, Illinois. Payment of the
purchase price of each Debenture may be made, and the payment of the principal
of and interest on the Debentures will be made, only in U.S. dollars. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. Except
as provided in the accompanying Prospectus, individual Debentures will not be
issued. See "Description of Debt Securities -- Global Securities" in the
accompanying Prospectus. See the Prospectus for a further description of the
Trustee and the Debentures, including the covenants, modification provisions and
event of default provisions relating to the Debentures.
OPTIONAL REDEMPTION
The Debentures will be redeemable as a whole or in part, at the option of
the Company at any time and from time to time, on not less than 30 or more than
60 days' notice mailed to registered Holders thereof, at a redemption price
equal to the greater of (i) 100% of the principal amount of the Debentures to be
redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus basis points, together in either case with accrued interest on
the principal amount being redeemed to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the
S-15
<PAGE> 18
highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations. "Reference Treasury Dealer Quotations" means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer as of 3:30 p.m., New York City time on the third business day preceding
such redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Chase
Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another recognized investment banking firm
that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Debenture to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is not an interest
payment date with respect to such Debenture, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on the
Debentures or any portion thereof called for redemption. On or before any
redemption date, the Company shall deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price of and accrued interest on the
Debentures to be redeemed on such date. If less than all the Debentures are to
be redeemed, the Debentures to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate.
BOOK-ENTRY SYSTEM
The Debentures will be represented by one or more Global Securities
registered in the name of the nominee of the Depositary. Each Global Security
will be issued in a denomination equal to the outstanding Debentures represented
thereby and will be held by or on behalf of the Depositary. Beneficial interests
in the Global Securities will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Except as provided in the accompanying Prospectus, Debentures in
definitive form will not be issued.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under New York Banking
Law, a "banking organization" within the meaning of New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary was created to hold securities for its participants and to facilitate
the clearance and settlement of securities transactions among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities brokers and
dealers (including the Underwriters), banks, trust companies, clearing
corporations, and certain other organizations, some of which (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to the
Global Securities representing the Debentures is set forth in the accompanying
Prospectus under "Description of Debt Securities -- Global Securities". The
Depositary has confirmed to the Company, the Underwriters and the Trustee for
the Debentures that it intends to follow such procedures.
S-16
<PAGE> 19
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be made
by the Company in immediately available funds or the equivalent.
The Debentures will clear in the Depositary's Same-Day Funds Settlement
System until maturity, and secondary market trading activity in the Debentures
that is effected through the Depositary will therefore be required by the
Depositary to settle in immediately available funds.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated [ ], 1997 (the "Underwriting Agreement") among Chrysler
and the Underwriters named below (the "Underwriters"), Chrysler has agreed to
sell to the Underwriters, and each of the Underwriters has severally agreed to
purchase, the principal amount of Debentures set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF DEBENTURES
----------- ----------------
<S> <C>
Salomon Brothers Inc........................................ [$ ]
Chase Securities Inc. ...................................... [$ ]
Goldman, Sachs & Co. ....................................... [$ ]
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................... [$ ]
J.P. Morgan Securities Inc. ................................ [$ ]
----------
Total.................................................. [$ ]
==========
</TABLE>
In the Underwriting Agreement the several Underwriters have agreed, subject
to the terms and conditions set forth therein, to purchase all of the Debentures
offered hereby if any Debentures are purchased.
Chrysler has been advised by the Underwriters that the Underwriters propose
initially to offer the Debentures to the public at the public offering price set
forth on the cover page of this Prospectus Supplement, and to certain dealers at
such price less a concession not in excess of [ ]% of the principal amount
of the Debentures. The Underwriters may allow, and such dealers may reallow, a
concession to certain other dealers not in excess of [ ]% of the principal
amount of the Debentures. After the initial public offering, the public offering
price and such concessions may be changed from time to time.
The Debentures will not have an established trading market when issued. The
Debentures will not be listed on any securities exchange. The Underwriters may
make a market in the Debentures, but the Underwriters are not obligated to do so
and may discontinue any market-making at any time without notice. There can be
no assurance as to the development or liquidity of a trading market for any
Debentures.
The Underwriting Agreement provides that Chrysler will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
An affiliate of Chase Securities Inc. is administrative agent and a lender
under certain lending facilities of the Company and its affiliates and otherwise
engages, and may in the future engage, in general financing and banking
transactions with the Company and its affiliates.
LEGAL MATTERS
The validity of the Debentures will be passed upon for Chrysler by William
J. O'Brien, Vice President, General Counsel and Secretary of the Company, and
for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.
S-17
<PAGE> 20
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
FEBRUARY 11, 1997
PROSPECTUS
$1,500,000,000
CHRYSLER CORPORATION
DEBT SECURITIES
Chrysler Corporation ("Chrysler" or the "Company") intends to issue from time to
time in one or more series its debt securities consisting of unsecured and
unsubordinated debentures, notes, bonds and/or other evidences of indebtedness
(the "Debt Securities") having an aggregate initial public offering price or
purchase price of up to $1,500,000,000. The Debt Securities will be offered on
terms to be determined at the time of sale.
The Debt Securities of a series may be issuable as individual securities in
registered form without coupons ("Certificated Securities") or as one or more
global securities in registered form (each, a "Global Security").
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, authorized denominations, maturity,
premium, rate (which may be fixed or variable) and time of payment of interest,
terms for redemption, terms for sinking fund payments, initial public offering
price, and any other terms of the Debt Securities in respect of which this
Prospectus is being delivered, will be set forth in an accompanying Prospectus
Supplement (a "Prospectus Supplement").
Chrysler may offer and sell Debt Securities directly to purchasers, through
underwriting syndicates led by one or more managing underwriters or through one
or more underwriters or through agents designated from time to time. See "Plan
of Distribution". If underwriters or agents are involved in the sale of any Debt
Securities the names of such agents or underwriters will be set forth in the
applicable Prospectus Supplement. If an underwriter, agent or dealer is involved
in the sale of any Debt Securities, the discount, commission or purchase price,
respectively, will be set forth in, or may be calculated from the information
set forth in, the applicable Prospectus Supplement. The net proceeds to Chrysler
from such sale also will be set forth in the applicable Prospectus Supplement.
This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1997.
<PAGE> 21
AVAILABLE INFORMATION
Chrysler is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the principal
office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional offices of the Commission:
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511; and Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates and such material is contained on
the worldwide web site maintained by the Commission at http://www.sec.gov.
Reports, proxy statements and other information concerning Chrysler can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005; the Midwest Stock Exchange, Inc., 440 South LaSalle
Street, Chicago, Illinois 60605; the Pacific Stock Exchange, Inc., 618 South
Spring Street, Los Angeles, California 90014, and 301 Pine Street, San
Francisco, California 94104; and the Philadelphia Stock Exchange, Inc., 1900
Market Street, Philadelphia, Pennsylvania 19103.
Chrysler has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Debt Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information included or
incorporated by reference in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus, any Prospectus
Supplement or in any document incorporated herein or therein as to the contents
of any contract or other document referred to herein or therein and filed as an
exhibit to, or incorporated by reference in, the Registration Statement are not
necessarily complete and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to, or incorporated by
reference in, the Registration Statement, each such statement being qualified in
all respects by such reference. For further information with respect to Chrysler
and the Debt Securities, reference is hereby made to the Registration Statement
and the exhibits and schedules thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Chrysler's Annual Report on Form 10-K for its fiscal year ended December
31, 1996, which was previously filed with the Commission pursuant to the
Exchange Act (File No. 1-9161), is incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, in the accompanying Prospectus Supplement or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST
DIRECTED TO: ASSISTANT SECRETARY, CHRYSLER CORPORATION, 1000 CHRYSLER DRIVE,
AUBURN HILLS, MICHIGAN 48326-2766 (TELEPHONE: (810) 512-3992).
------------------------
2
<PAGE> 22
CHRYSLER CORPORATION
Chrysler operates in two principal industry segments: automotive operations
and financial services. Automotive operations include the research, design,
manufacture, assembly and sale of cars, trucks and related parts and
accessories. Substantially all of Chrysler's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
Financial services include the operations of Chrysler Financial Corporation and
its consolidated subsidiaries ("CFC"), which are engaged principally in
providing consumer and dealer automotive financing for Chrysler's products.
Chrysler also participates in short-term vehicle rental activities through
certain of its subsidiaries (the "Car Rental Operations").
Chrysler manufactures, assembles and sells cars and trucks under the brand
names Chrysler, Dodge, Plymouth, Eagle and Jeep(R), and related automotive parts
and accessories, primarily in the United States, Canada and Mexico ("North
America"). Passenger cars are offered in various size classes and models.
Chrysler produces trucks in pickup, sport-utility and van/wagon models, which
constitute the largest segments of the truck market. Chrysler also purchases and
distributes certain passenger cars manufactured in the United States by
Mitsubishi Motors Corporation's ("MMC's") subsidiary, Mitsubishi Motors
Manufacturing of America.
Although Chrysler currently sells most of its vehicles in North America,
Chrysler also participates in other international markets through its
wholly-owned subsidiaries located in Argentina, Brazil, Taiwan, Korea, Italy,
France and Venezuela, through a majority-owned distributor in Japan, through a
joint venture in Austria and through minority-owned affiliates located in China,
Egypt and Thailand. Chrysler sells vehicles and parts, and provides related
services, to independent distributors and dealers in various other markets
throughout the world.
Chrysler's strategy is to focus on its core automotive business. As part of
this strategy, Chrysler has sold certain assets and businesses that are not
related to its core automotive business, and is exploring the sale of other such
assets and businesses in the near term.
CFC, Chrysler's wholly owned subsidiary, is a financial services
organization that provides retail and lease financing for vehicles, dealer
inventory and other financing needs, dealer property and casualty insurance and
dealership facility development and management primarily for Chrysler dealers
and their customers.
Through its Pentastar Transportation Group, Inc. subsidiary, Chrysler owns
Thrifty Rent-A-Car System, Inc. ("Thrifty") and Dollar Rent A Car Systems, Inc.
("Dollar"). Both Thrifty and Dollar are engaged in leasing vehicles to
independent businesses they have licensed to use their trade names, systems and
technologies in the daily rental of cars for business, personal and leisure use.
They also maintain and operate a number of their own locations.
Chrysler was incorporated under the laws of the State of Delaware on March
4, 1986, and is the surviving corporation following mergers with a number of its
operating subsidiaries, including Chrysler Motors Corporation which was
originally incorporated in 1925. Chrysler's principal executive offices are
located at Chrysler World Headquarters, 1000 Chrysler Drive, Auburn Hills,
Michigan 48326-2766. The telephone number of those offices is (810) 576-5741.
3
<PAGE> 23
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
Chrysler and its consolidated subsidiaries for each of the last five years.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
- -------------------------------------
1996 1995 1994 1993 1992
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
5.51x 3.45x 5.52x 3.62x 1.48x
</TABLE>
For purposes of computing the ratios of earnings to fixed charges, earnings
are determined by adding back fixed charges to earnings from continuing
operations (including equity in net earnings of unconsolidated subsidiaries)
before taxes on income and excluding undistributed earnings from less than 50%
owned affiliates. Fixed charges consist of interest expense, credit line
commitment fees and the interest portion of rent expense.
USE OF PROCEEDS
Unless otherwise provided in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be added to Chrysler's
general corporate funds and used for general corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be described
in the Prospectus Supplement relating to such Debt Securities.
The Debt Securities are to be issued pursuant to an indenture dated as of
March 1, 1985 between Chrysler and Manufacturers Hanover Trust Company, which
has been succeeded by State Street Bank and Trust Company as successor Trustee
(the "Trustee"), as supplemented from time to time by supplemental indentures
(such indenture as so supplemented being hereafter referred to as the
"Indenture"). A copy of the Indenture has been filed with the Commission and is
incorporated by reference as part of this Registration Statement. The following
summary of certain provisions of the Indenture does not purport to be complete
and is qualified in its entirety by reference to the provisions of the
Indenture. Numerical references in parentheses below are to sections of the
Indenture. Wherever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated herein by reference
as part of the statement made and the statement is qualified in its entirety by
such reference.
GENERAL
Debt Securities offered by this Prospectus will be limited to an aggregate
initial public offering price or purchase price of up to $1,500,000,000. The
Indenture provides that Debt Securities in an unlimited amount may be issued
thereunder from time to time in one or more series. (Section 301)
The Debt Securities will rank pari passu in right of payment with all
existing and future unsecured and unsubordinated indebtedness of the Company.
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the terms of such Debt
Securities, including, where applicable: (i) the designation of such Debt
Securities; (ii) the price (expressed as a percentage of the aggregate principal
4
<PAGE> 24
amount thereof) at which such Debt Securities will be issued; (iii) the date or
dates on which, and the place or places where, the principal, and premium, if
any, of such Debt Securities is payable; (iv) the rate or rates (which may be
fixed or variable) at which such Debt Securities will bear interest; (v) the
date from which such interest on such Debt Securities will accrue, the dates on
which such interest will be payable, the related record date and the date on
which payment of such interest will commence; (vi) the periods within or dates
on which and the price or prices at which such Debt Securities will, pursuant to
any mandatory sinking fund provision, or may, pursuant to any optional
redemption or required repayment provisions, be redeemed or repaid and the other
terms and provisions of any such optional redemption or required repayment;
(vii) whether such Debt Securities are to be issued in whole or in part in the
form of one or more Global Securities and, if so, the identity of the Depositary
(as defined below) for such Global Security or Securities; (viii) the terms on
which interests in a Global Security, if any, may be exchanged for individual
Debt Securities of the series; and (ix) any other terms of such Debt Securities
not inconsistent with the provisions of the Indenture.
The Debt Securities of a series may be issuable as Certificated Securities
or may be issuable in whole or in part in the form of one or more Global
Securities, as described below under "Global Securities". Unless the Prospectus
Supplement relating thereto specifies otherwise, Certificated Securities will be
issued only in denominations of $1,000 or any integral multiples thereof. One or
more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Sections 302
and 305)
At the option of the Holder upon request confirmed in writing, and subject
to the terms of the Indenture, Certificated Securities of any series will be
exchangeable into an equal aggregate principal amount of Certificated Securities
of the same series (with the same interest rate and maturity date) of different
authorized denominations. (Section 305)
Debt Securities may be presented for exchange, and Certificated Securities
may be presented for transfer (with the form of transfer endorsed thereon duly
executed), at the office of any transfer agent or at the office of the Security
Registrar, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon the transfer agent or the Security Registrar, as the case
may be, being satisfied with the documents of title and identity of the person
making the request. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any Debt Securities that provide for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and the continuation thereof. (Section 101)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in registered form only
and in either temporary or permanent form. Unless and until it is exchanged in
whole or in part for individual Debt Securities represented thereby, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor. (Sections 303, 304 and 305)
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<PAGE> 25
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amount of the individual Debt Securities represented by
such Global Security to the accounts of institutions that have accounts with
such Depositary ("participants"). The accounts to be credited shall be
designated by the underwriters of such Debt Securities or, if such Debt
Securities are offered and sold directly by the Company or through one or more
agents, by the Company or such agent or agents. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests in
such Global Security will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the Depositary for such Global
Security or by participants or persons that hold through participants. The laws
of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole Holder of the individual Debt Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled to have any of the individual Debt Securities represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of such Debt Securities and will not be considered the
Holders thereof under the Indenture.
Payments of principal of, premium, if any, and interest on individual Debt
Securities represented by a Global Security will be made to the Depositary or
its nominee, as the case may be, as the Holder of the Global Security. None of
the Company, the Trustee for such Debt Securities, any Paying Agent or the
Security Registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial interests in such Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
Global Security, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers and registered in "street
name", and will be the responsibility of such participants.
The Depositary will take any action permitted to be taken by a Holder of
Debt Securities only at the direction of one or more participants to whose
accounts interests in the Global Securities are credited and only in respect of
such portion of the aggregate principal amount of Debt Securities as to which
such participant or participants has or have given such direction.
If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security or Securities
representing such Debt Securities. In addition, the Company may at any time and
in its sole discretion determine not to have any Debt Securities of a series
represented by one or more Global Securities and, in such event, will issue
individual Debt Securities of such series in exchange for the Global Security or
Securities representing such Debt Securities. Further, if the Company so
specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing Debt Securities of such
series may, on terms acceptable to the Company and the Depositary for such
Global Security, receive individual Debt Securities of such series in definitive
form in
6
<PAGE> 26
exchange for such beneficial interest. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
of individual Debt Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name. Individual Debt Securities of such series so
issued will be issued as Certificated Securities in denominations, unless
otherwise specified by the Prospectus Supplement relating thereto, of $1,000 and
integral multiples thereof. (Section 305)
PAYMENT AND PAYING AGENTS
Payment of principal of, and premium, if any, on Debt Securities will be
made against surrender of such Debt Securities at the Corporate Trust Office of
The First National Bank of Chicago in Chicago, Illinois. Unless otherwise
indicated in the Prospectus Supplement, payment of any installment of interest
on Debt Securities will be made to the person in whose name such Debt Security
is registered at the close of business on the regular record date for such
interest payment. Unless otherwise indicated in the Prospectus Supplement,
payments of such interest will be made at the Corporate Trust Office of The
First National Bank of Chicago in Chicago, Illinois, or, at the option of the
Company, by check mailed to the address of, or by wire transfer to an account
designated by, the Holder entitled thereto as such address or account is shown
in the Security Register. (Sections 307 and 1001)
The Company may terminate the appointment of any of the paying agents from
time to time. (Section 1002)
All moneys paid by the Company to a paying agent for the payment of
principal of, or premium, if any, or interest on any Debt Security that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and the Holder
of such Debt Security will thereafter look only to the Company for payment
thereof. (Section 1003)
RESTRICTIVE COVENANTS
Limitation on Liens. Chrysler will not, and it will not permit any
subsidiary to, guarantee or suffer to exist any indebtedness for borrowed money
secured by a mortgage, pledge or other security interest or title retention
agreement ("Mortgage") on any Principal Domestic Automotive Plant, or on any
shares of stock of or indebtedness of any subsidiary which owns or leases a
Principal Domestic Automotive Plant, without effectively securing or causing
such subsidiary to secure the Debt Securities equally and ratably with (or prior
to) such secured indebtedness, unless after giving effect thereto the aggregate
amount of all such indebtedness so secured together with all Attributable Debt
of the Company and its subsidiaries in respect of sale and leaseback
transactions involving Principal Domestic Automotive Plants (except sale and
leaseback transactions the proceeds of which are applied to the retirement of
Funded Debt) would not exceed 10% of Consolidated Net Worth. This restriction
will not apply to indebtedness secured by (a) Mortgages identified in the
Indenture and that were existing on December 31, 1984, (b) Mortgages on property
of, or on any shares of stock or indebtedness of, any corporation existing at
the time such corporation becomes a subsidiary, (c) Mortgages in favor of
Chrysler or a subsidiary, (d) Mortgages in favor of governmental bodies to
secure progress, advance or other payments, (e) Mortgages on property existing
at the time of acquisition thereof (including acquisition through merger or
consolidation) and purchase money Mortgages (including construction cost
financing), and (f) any extension, renewal or replacement of any Mortgage
referred to in the foregoing clauses (a) through (e), inclusive if such
extension, renewal or replacement Mortgage is limited to all or part of the
property securing the prior Mortgage. (Section 1004)
"Principal Domestic Automotive Plant" is defined to include any real or
personal property constituting a significant part of any automotive and related
manufacturing or assembly plant owned or leased by Chrysler or a subsidiary and
located within the United States if the gross book value of all real property
included in such plant exceeds 0.5% of Consolidated Net Worth and more than 75%
in value of its total production, determined in the manner and for the period
specified in the Indenture, consists of cars or trucks or parts, material or
accessories therefor. (Section 101)
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<PAGE> 27
"Attributable Debt" is defined to mean the total net amount of rent
(discounted at the rate per annum equal to the simple average of the interest
rates borne by all series of Debt Securities outstanding under the Indenture
compounded annually) required to be paid during the remaining term of any lease,
exclusive of certain charges. (Section 101)
"Funded Debt" is defined to mean all debt which by its terms is payable or,
at Chrysler's option, may be paid more than 12 months after the date of the most
recent consolidated balance sheet. (Section 101)
"Consolidated Net Worth" is defined to mean the total of (a) the par value
(or stated value on the books of Chrysler) of the capital stock of Chrysler, (b)
the additional paid-in capital of Chrysler, (c) minority interests in
subsidiaries, plus (d) retained earnings (or minus accumulated deficit) of
Chrysler and its subsidiaries, minus (e) the purchase cost of any capital stock
of Chrysler acquired by it and held as treasury stock, and plus or minus, as the
case may be, (f) any separate component of equity not described in (a) through
(e) of this definition and recorded by Chrysler in its equity account in
accordance with generally accepted accounting principles, all as set forth on
the most recent consolidated balance sheet of Chrysler and its subsidiaries.
(Section 101)
Limitation on Sales and Leasebacks. Neither Chrysler nor any subsidiary may
enter into any sale and leaseback transaction with any lender or investor
involving any Principal Domestic Automotive Plant which has been owned or
operated by Chrysler or such subsidiary for more than 150 days unless (a)
Chrysler or such subsidiary could mortgage such property in an amount equal to
the Attributable Debt with respect to the sale and leaseback transaction without
equally and ratably securing the Debt Securities, or (b) Chrysler, within 150
days, applies to the retirement of Debt Securities or other Funded Debt an
amount not less than the greater of (i) the net proceeds of the sale of the
Principal Domestic Automotive Plant leased pursuant to such arrangement or (ii)
the fair market value of the Principal Domestic Automotive Plant so leased. This
restriction will not apply to any sale and leaseback transaction (a) between
Chrysler and a subsidiary or between subsidiaries or (b) involving the taking
back of a lease for a period of three years or less. (Section 1005)
Chrysler will be required to furnish to the Trustee annually an officers'
certificate to the effect that to the best knowledge of the signatories Chrysler
is not in default in the performance and observance of the foregoing restrictive
covenants or, if Chrysler is in default, specifying such default. (Section 1006)
Merger, Consolidation and Transfer or Lease of Assets. Chrysler may not
consolidate with or merge into any corporation, or transfer or lease its
property and assets substantially as an entirety to any Person or permit any
Person to consolidate with or merge into or transfer or lease its assets
substantially as an entirety to Chrysler, unless (i) if Chrysler shall
consolidate or merge with, or transfer or lease its property or assets to, a
corporation or a Person, the successor corporation, transferee or lessee is a
corporation organized under the laws of the United States or any state or
political subdivision thereof, and it assumes all the obligations of Chrysler
under the Debt Securities and the Indenture and (ii) after giving effect to such
transaction and treating indebtedness which becomes an obligation of the Company
or a subsidiary in connection therewith as having been incurred at the time of
such transaction, no event that is, or with notice or lapse of time would
become, an Event of Default under the Indenture would exist. (Section 801)
DEFEASANCE
Chrysler may terminate certain of its obligations under the Indenture with
respect to the Debt Securities of any series, including its obligations to
comply with the covenants described under the heading "Restrictive Covenants"
above, on the terms and subject to the conditions contained in the Indenture, by
depositing in trust with the Trustee money or Government Obligations sufficient
to pay the principal of, and premium, if any, and interest on the Debt
Securities of such series to maturity. Such deposit and termination is
conditioned upon Chrysler's delivery of an opinion of independent counsel that
(a) the holders of the Debt Securities of such series will have no federal
income tax consequences as a result of such deposit and termination and (b) if
listed on the New York Stock Exchange, the Debt Securities of such series will
not be delisted as a result of the exercise of this option. Such termination
will
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<PAGE> 28
not relieve Chrysler of its obligation to pay when due the principal of or
interest on the Debt Securities if the Debt Securities are not paid from the
money or Government Obligations held by the Trustee for the payment thereof.
(Section 1301)
EVENTS OF DEFAULT, WAIVER AND NOTICE
Events of default with respect to any series of Debt Securities are defined
in the Indenture as being: (a) default for 30 days in payment of interest on any
Debt Security of such series, or default in payment of principal of or premium,
if any, on any Debt Security of such series when due; (b) default in the deposit
of any sinking fund payment on any Debt Security of such series when due; (c)
default for 90 days after notice to Chrysler by the Trustee or by the holders of
10% in principal amount of Debt Securities of such series then outstanding in
performance of any other covenant in the Indenture; (d) acceleration of the
maturity of any indebtedness for money borrowed by Chrysler of $5,000,000 or
more at the time outstanding, if such acceleration is not rescinded or annulled
within 10 days after notice by the Trustee or the holders of 10% in principal
amount of the Debt Securities of such series then outstanding; and (e) certain
events of bankruptcy, insolvency and reorganization. (Section 501) The Indenture
provides that if an event of default specified therein with respect to any
series of Debt Securities shall occur and be continuing, either the Trustee or
the holders of 25% in principal amount of the Debt Securities of such series
then outstanding may declare the principal of all Debt Securities of such series
to be due and payable. (Section 502) The holders of a majority in principal
amount of any series of Debt Securities then outstanding may on behalf of the
holders of all Debt Securities of such series waive any past default or event of
default with respect to Debt Securities of such series except a default not
theretofore cured in payment of the principal of or premium, if any, or interest
on any Debt Securities of such series or in respect of a covenant or provision
of the Indenture which cannot be modified or amended by a supplemental indenture
without the consent of the holder of each outstanding Debt Security of each
series affected (see "Modification and Waiver"). (Sections 502 and 513)
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default with respect to any series of Debt Securities
to act with the required standard of care, to be indemnified by the holders of
the Debt Securities of such series before proceeding to exercise any right or
power under the Indenture at the request of such holders. (Section 603) The
Indenture provides that no holder of Debt Securities of any series may institute
any proceeding, judicial or otherwise, to enforce the Indenture except in the
case of failure of the Trustee, for 60 days, to act after the Trustee has been
given (x) notice of default with respect to the Debt Securities of such series,
(y) a request to enforce the Indenture by the holders of not less than 25% in
aggregate principal amount of the Debt Securities of such series then
outstanding and (z) an offer of reasonable indemnity. (Section 507) This
provision will not prevent any holder of Debt Securities from enforcing payment
of the principal thereof and premium, if any, and interest thereon at the
respective due dates thereof. (Section 508) The holders of a majority in
aggregate principal amount of any series of Debt Securities then outstanding may
direct the time, method and place of conducting any proceedings for any remedy
available to the Trustee or exercising any trust or power conferred on it with
respect to Debt Securities of such series. However, the Trustee may refuse to
follow any direction that conflicts with law or the Indenture or that would be
unjustly prejudicial to holders of Debt Securities of such series not joining
therein. (Section 512)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any series of Debt Securities known to
it, give to the holders of Debt Securities of such series notice of such default
if not cured or waived, but, except in the case of a default in the payment of
principal of or interest on Debt Securities of such series, the Trustee shall be
protected in withholding such notice if it determines in good faith that the
withholding of such notice is in the interests of the holders of Debt Securities
of such series. (Section 602)
MODIFICATION AND WAIVER
The Indenture permits Chrysler and the Trustee, with the consent of the
holders of 66 2/3% in principal amount of each series of Debt Securities at the
time outstanding thereunder and affected thereby, to
9
<PAGE> 29
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or modifying the rights of
the holders of Debt Securities of each such series, except that no such
supplemental indenture may, without the consent of the holders of each affected
series of Debt Securities, (a) change the maturity of Debt Securities of such
series or any installment of interest thereon or reduce the principal amount
thereof or premium, if any, or interest thereon, or (b) reduce the aforesaid
percentage of Debt Securities of such series, the consent of the holders of
which is required for any such supplemental indenture. Compliance by Chrysler
with certain restrictive covenants may be waived in particular cases with the
consent of the holders of 66 2/3% in principal amount of the outstanding Debt
Securities of each series affected thereby. (Sections 902 and 1007)
CONCERNING THE TRUSTEE
State Street Bank and Trust Company, the Trustee, currently has its
corporate trust office at Two International Place, 4th Floor, Boston,
Massachusetts 02110. Any notice to or demand upon the Trustee with respect to
the Debt Securities of any series or the Indenture may be served upon the
Trustee at its corporate trust office. The Trustee will provide the holders of
the Debt Securities of any series with prior written notice of any change in the
address of such office. The Trustee is also trustee under an indenture dated as
of July 15, 1987 between it and the Company.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to one or more purchasers; or (iii)
through agents. The applicable Prospectus Supplement will set forth the terms of
the offering of any Debt Securities, including the names of any underwriters,
the purchase price of such Debt Securities and the proceeds to the Company from
such sale, any underwriting discounts and the other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which such Debt Securities may be listed.
If underwriters are used in the sale, Debt Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Such Debt
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase such Debt Securities will be subject
to certain conditions precedent, and the underwriters will be obligated to
purchase all of such Debt Securities if any of such Debt Securities are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Debt Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Debt Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus Supplement,
any such agent will act on a best efforts basis for the period of its
appointment.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Debt Securities at the public offering price set forth
in such Prospectus Supplement pursuant to delayed delivery contracts providing
for payment and delivery on a future date specified in such Prospectus
Supplement. Such contracts will be subject only to those conditions set forth in
the applicable Prospectus Supplement and such Prospectus Supplement will set
forth the commissions payable for solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Debt Securities may be deemed to be underwriters and any discounts or
commissions received by them on the sale or resales of Debt Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
10
<PAGE> 30
Agents and underwriters may be entitled under agreements entered into with the
Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments that the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for, the Company or its affiliates in the ordinary
course of business.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon by
William J. O'Brien, Esq., Vice President, General Counsel and Secretary of
Chrysler. Mr. O'Brien owns and holds options to purchase shares of Common Stock
of Chrysler.
EXPERTS
The consolidated financial statements of Chrysler as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996
incorporated in this Prospectus by reference from Chrysler's Annual Report on
Form 10-K for the year ended December 31, 1996, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
11
<PAGE> 31
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND IN THE PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CHRYSLER OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS OF
WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS SUPPLEMENT AND IN THE PROSPECTUS.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds...................... S-3
Capitalization....................... S-3
Selected Financial Information....... S-4
Management's Discussion and
Analysis of Financial Condition
and Results of Operations.......... S-7
Description of Debentures............ S-15
Underwriting......................... S-17
Legal Matters........................ S-17
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
Chrysler Corporation................. 3
Ratio of Earnings to Fixed Charges... 4
Use of Proceeds...................... 4
Description of Debt Securities....... 4
Plan of Distribution................. 10
Legal Matters........................ 11
Experts.............................. 11
</TABLE>
$
CHRYSLER
CORPORATION
[ ]% DEBENTURES DUE [ ]
LOGO
SALOMON BROTHERS INC
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
PROSPECTUS SUPPLEMENT
DATED , 1997
<PAGE> 32
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
offerings described in this Registration Statement:
<TABLE>
<S> <C>
Registration Fee............................................ $ 454,546
Fees and Expenses of Trustee................................ 10,000*
Printing Fees and Engraving Expenses........................ 55,000*
Accounting Fees and Expenses................................ 10,000*
Rating Agency Fees.......................................... 800,000*
Miscellaneous............................................... 35,454*
----------
Total.................................................. $1,365,000
==========
</TABLE>
- -------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chrysler is incorporated under the laws of the State of Delaware. Section
145 of the Delaware Corporation Law, as amended, and Section B of Article VIII
of Chrysler's Certificate of Incorporation provide for the indemnification,
except in certain circumstances set forth below, of officers, directors,
employees and agents of Chrysler for certain expenses incurred in connection
with any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative or investigative, and for the purchase and
maintenance of insurance by Chrysler on behalf of officers, directors, employees
and agents of Chrysler against any liability asserted against, and incurred by,
any such officer, director, employee or agent in such capacity. Set forth below
is the text of Section 145 and the text of Section B of Article VIII of
Chrysler's Certificate of Incorporation.
Section 145 of the Delaware Corporation Law, as amended, provides as
follows:
"145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. -- (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer,
II-1
<PAGE> 33
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any,
as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
II-2
<PAGE> 34
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."
Section B of Article VIII of the Certificate of Incorporation of Chrysler,
as amended, provides as follows:
"B. (1) Each person who is or was made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director, officer, employee
or agent of the Corporation or any of its subsidiaries or is or was serving
at the request of the Corporation or any of its subsidiaries, as a
director, officer, employee, fiduciary or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (2) hereof with respect to
proceedings seeking to enforce rights to indemnification, the Corporation
shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section or
otherwise.
(2) If a claim under paragraph (1) of this Section is not paid in full
by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for expense
incurred in defending a proceeding in advance of its final disposition, in
which case the applicable period shall be twenty days, the claimant may at
any time thereafter bring suit against the
II-3
<PAGE> 35
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor
an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
(3) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in
this Section shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of this
Certification of Incorporation or by-law, agreement, vote of stockholders
or disinterested directors or otherwise.
(4) The Corporation may maintain insurance, at its expense, to protect
itself and any of its subsidiaries and any director, officer, employee or
agent of the Corporation and any of its subsidiaries or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
(5) The Corporation may enter into contracts with any director,
officer, employee or agent of the Corporation or any of its subsidiaries
providing indemnification to the full extent authorized or permitted by the
Delaware General Corporation Law and may create a trust fund, grant a
security interest and/or use other means (including, without limitation,
letters of credit, surety bonds and other similar arrangements) to ensure
the payment of such amounts as may become necessary to effect
indemnification pursuant to such contracts or otherwise.
(6) The Corporation's indemnity of any person who was or is serving at
its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall be
reduced by any amounts such person may collect as indemnification from such
other corporation, partnership, joint venture, trust or other enterprise.
(7) Any repeal or modification of the foregoing paragraphs by the
stockholders of the Corporation shall not adversely affect any right or
protection of a person with respect to any act or omission occurring prior
to the time of such repeal or modification."
As permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended, and as authorized by the Board of Directors of Chrysler
pursuant to Section B of Article VIII of the Certificate of Incorporation, as
amended, Chrysler has purchased and maintains insurance providing for
reimbursement to elected directors and officers, subject to certain exceptions,
of amounts they may be legally obligated to pay, including but not limited to
damages, judgments, settlements, costs and attorneys' fees (but not including
fines, penalties or matters not insurable under the law), as a result of claims
and legal actions instituted against them to recover for their acts while
serving as directors or officers.
II-4
<PAGE> 36
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C>
*1 -- Form of Underwriting Agreement.
4-A-1 -- Copy of Certificate of Incorporation of Chrysler
Corporation, as amended and restated and in effect on May
21, 1987. Filed as Exhibit 3-A-1 to Chrysler Corporation
Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
4-A-2 -- Copy of Certificate of Amendment of Certificate of
Incorporation of Chrysler Corporation dated May 19, 1994, as
in effect on May 20, 1994. Filed as Exhibit 3-A-2 to
Chrysler Corporation Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by
reference.
4-A-3 -- Copy of By-Laws of Chrysler Corporation, as amended as of
February 8, 1996. Filed as Exhibit 3-B to Chrysler
Corporation Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996, and incorporated herein by
reference.
4-A-4 -- Copy of Certificate of Designation for Chrysler Corporation
Junior Participating Cumulative Preferred Stock. Filed as
Exhibit 3-C to Chrysler Corporation Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated
herein by reference.
4-A-5 -- Copy of Certificate of Designation, Preferences and Rights
of Series A Convertible Preferred Stock. Filed as Exhibit
3-D to Chrysler Corporation Annual Report on Form 10-K for
the year ended December 31, 1994 and incorporated herein by
reference.
4-B-1 -- Copy of Certificate of Ownership and Merger merging Chrysler
Motors Corporation into Chrysler Corporation, effective on
December 31, 1989. Filed as Exhibit 4-B-1 to Chrysler
Corporation Annual Report on Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference.
4-B-2 -- Copy of Agreement of Merger and Plan of Reorganization,
dated as of March 6, 1986, among Chrysler Corporation,
Chrysler Holding Corporation (now Chrysler Corporation) and
New Chrysler, Inc., annexed as Exhibit A to Registration
Statement No. 33-4537 on Form S-4 of Chrysler Holding
Corporation (now Chrysler Corporation), and incorporated
herein by reference.
4-C-1 -- Copy of Rights Agreement, dated as of February 4, 1988, and
amended and restated as of December 14, 1990, between
Chrysler Corporation and First Chicago Trust Company of New
York (formerly Morgan Shareholder Services Trust Company),
as Rights Agent, relating to Rights to purchase Chrysler
Corporation Junior Participating Cumulative Preferred Stock.
Filed as Exhibit 1 to Chrysler Corporation Current Report on
Form 8-K, dated December 14, 1990, and incorporated herein
by reference.
4-C-2 -- Amendment No. 1, dated as of December 1, 1994, to the Rights
Agreement, dated as of February 4, 1988, and amended and
restated as of December 14, 1990, between Chrysler
Corporation and First Chicago Trust Company of New York
(formerly known as Morgan Shareholder Services Trust
Company), as Rights Agent. Filed as Exhibit 1 to Chrysler
Corporation Current Report on Form 8-K, dated December 1,
1994, and incorporated herein by reference.
4-C-3 -- Amendment No. 2, dated as of February 8, 1996, to the Rights
Agreement, dated as of February 4, 1988, and amended and
restated as of December 14, 1990 between Chrysler
Corporation and First Chicago Trust Company of New York
(formerly known as Morgan Shareholder Services Trust
Company), as Rights Agent. Filed as Exhibit 1 to Chrysler
Corporation Current Report on Form 8-K, dated February 13,
1996, and incorporated herein by reference.
</TABLE>
- -------------------------
* Filed herewith.
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<PAGE> 37
<TABLE>
<S> <C> <C>
4-D-1 -- Conformed copy of Indenture, dated as of July 15, 1987, between Chrysler Corporation and
Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust Company, as
successor Trustee, relating to Debt Securities, Appendix B thereto relating to 10.95% Debentures
Due 2017 and Appendix C thereto relating to 10.40% Notes Due 1999. Filed as Exhibit 4-D-1 to
Chrysler Corporation Annual Report on Form 10-K for the year ended December 31, 1987, and
incorporated herein by reference.
4-D-2 -- Conformed copy of Indenture, dated as of March 1, 1985, between Chrysler Corporation and
Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust Company, as
successor Trustee, relating to Debt Securities and Appendix B thereto relating to 13% Debentures
Due 1997. Filed as Exhibit 4-B to Chrysler Corporation Annual Report on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
4-D-3 -- Form of Supplemental Indenture, dated as of May 30, 1986, between Chrysler Holding Corporation
(now Chrysler Corporation), Chrysler Corporation and Manufacturers Hanover Trust Company, as
Trustee, State Street Bank and Trust Company, as successor Trustee, relating to Debt Securities.
Filed as Exhibit 4-E-2 to the Post-Effective Amendment No. 1 to Registration Statement No.
33-4537 on Form S-4 of Chrysler Holding Corporation (now Chrysler Corporation), and incorporated
herein by reference.
4-D-4 -- Copy of Supplemental Indenture, dated as of December 31, 1989, between Chrysler Corporation and
Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust Company, as
successor Trustee, relating to Debt Securities. Filed as Exhibit 4-D-4 to Chrysler Corporation
Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by
reference.
4-D-5 -- Conformed copy of Third Supplemental Indenture, dated as of May 1, 1990, between Chrysler
Corporation and Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust
Company, as successor Trustee, relating to Debt Securities and Appendix D to Indenture dated as
of March 1, 1985 between Chrysler Corporation and Manufacturers Hanover Trust Company relating to
Debentures Due 2020. Filed as Exhibit 4-D-5 to Chrysler Corporation Annual Report on Form 10-K
for the year ended December 31, 1990, and incorporated herein by reference.
4-D-6 -- Conformed copy of Trust Agreement, dated as of May 1, 1990, between Chrysler Corporation and
Manufacturers Hanover Bank (Delaware), Trustee, relating to the Auburn Hills Trust. Filed as
Exhibit 4-D-6 to Chrysler Corporation Annual Report on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference.
4-E -- Copy of $2,400,000,000 Revolving Credit Agreement, dated as of April 26, 1996, among Chrysler
Corporation, Chrysler Canada Ltd., the several Banks party to the Agreement, Royal Bank of
Canada, as Canadian Administrative Agent, and Chemical Bank, as Administrative Agent for the
Banks. Filed as Exhibit 4-E to Chrysler Corporation Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and incorporated herein by reference.
*5 -- Opinion of William J. O'Brien, Esq., as to the legality of the securities being registered.
*12 -- Computations of Ratios of Earnings to Fixed Charges.
*23-A -- Consent of William J. O'Brien, Esq., (included in opinion filed as Exhibit 5).
*23-B -- Consent of Deloitte & Touche LLP
*24 -- Powers of Attorney executed by certain officers and directors who signed this Registration
Statement by an attorney-in-fact.
*25 -- Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 (Form T-1) of
State Street Bank and Trust Company.
</TABLE>
- -------------------------
* Filed herewith.
II-6
<PAGE> 38
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-7
<PAGE> 39
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-8
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chrysler
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Auburn Hills, and State
of Michigan, on the 11th day of February, 1997.
CHRYSLER CORPORATION
By /s/ GARY C. VALADE
-----------------------------------
Gary C. Valade
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of this Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
ROBERT J. EATON* Chairman of the Board February 11, 1997
- ------------------------------------------------
Robert J. Eaton
PRINCIPAL FINANCIAL OFFICER:
/s/ GARY C. VALADE Executive Vice President February 11, 1997
- ------------------------------------------------ and Chief Financial Officer
Gary C. Valade
PRINCIPAL ACCOUNTING OFFICER:
JAMES D. DONLON* Controller February 11, 1997
- ------------------------------------------------
James D. Donlon
*By: /s/ H. E. LEESE February 11, 1997
-------------------------------------------
H. E. Leese
Attorney-in-Fact
</TABLE>
II-9
<PAGE> 41
SIGNATURES
Directors:
<TABLE>
<C> <S> <C>
LILYAN H. AFFINITO* Director February 11, 1997
- ------------------------------------------------
Lilyan H. Affinito
JAMES D. ALJIAN* Director February 11, 1997
- ------------------------------------------------
James D. Aljian
Director
- ------------------------------------------------
Robert E. Allen
JOSEPH A. CALIFANO, JR.* Director February 11, 1997
- ------------------------------------------------
Joseph A. Califano, Jr.
THOMAS G. DENOMME* Director February 11, 1997
- ------------------------------------------------
Thomas G. Denomme
ROBERT J. EATON* Director February 11, 1997
- ------------------------------------------------
Robert J. Eaton
EARL G. GRAVES* Director February 11, 1997
- ------------------------------------------------
Earl G. Graves
KENT KRESA* Director February 11, 1997
- ------------------------------------------------
Kent Kresa
ROBERT J. LANIGAN* Director February 11, 1997
- ------------------------------------------------
Robert J. Lanigan
ROBERT A. LUTZ* Director February 11, 1997
- ------------------------------------------------
Robert A. Lutz
PETER A. MAGOWAN* Director February 11, 1997
- ------------------------------------------------
Peter A. Magowan
JOHN B. NEFF* Director February 11, 1997
- ------------------------------------------------
John B. Neff
MALCOLM T. STAMPER* Director February 11, 1997
- ------------------------------------------------
Malcolm T. Stamper
LYNTON R. WILSON* Director February 11, 1997
- ------------------------------------------------
Lynton R. Wilson
*By: /s/ H. E. LEESE February 11, 1997
-------------------------------------------
H. E. Leese
Attorney-in-Fact
</TABLE>
II-10
<PAGE> 42
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C> <C>
1 -- Form of Underwriting Agreement.
4-A-1 -- Copy of Certificate of Incorporation of Chrysler *
Corporation, as amended and restated and in effect on May
21, 1987. Filed as Exhibit 3-A-1 to Chrysler Corporation
Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
4-A-2 -- Copy of Certificate of Amendment of Certificate of *
Incorporation of Chrysler Corporation dated May 19, 1994, as
in effect on May 20, 1994. Filed as Exhibit 3-A-2 to
Chrysler Corporation Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by
reference.
4-A-3 -- Copy of By-Laws of Chrysler Corporation, as amended as of *
February 8, 1996. Filed as Exhibit 3-B to Chrysler
Corporation Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996, and incorporated herein by
reference.
4-A-4 -- Copy of Certificate of Designation for Chrysler Corporation *
Junior Participating Cumulative Preferred Stock. Filed as
Exhibit 3-C to Chrysler Corporation Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated
herein by reference.
4-A-5 -- Copy of Certificate of Designation, Preferences and Rights *
of Series A Convertible Preferred Stock. Filed as Exhibit
3-D to Chrysler Corporation Annual Report on Form 10-K for
the year ended December 31, 1994 and incorporated herein by
reference.
4-B-1 -- Copy of Certificate of Ownership and Merger merging Chrysler *
Motors Corporation into Chrysler Corporation, effective on
December 31, 1989. Filed as Exhibit 4-B-1 to Chrysler
Corporation Annual Report on Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference.
4-B-2 -- Copy of Agreement of Merger and Plan of Reorganization, *
dated as of March 6, 1986, among Chrysler Corporation,
Chrysler Holding Corporation (now Chrysler Corporation) and
New Chrysler, Inc., annexed as Exhibit A to Registration
Statement No. 33-4537 on Form S-4 of Chrysler Holding
Corporation (now Chrysler Corporation), and incorporated
herein by reference.
4-C-1 -- Copy of Rights Agreement, dated as of February 4, 1988, and *
amended and restated as of December 14, 1990, between
Chrysler Corporation and First Chicago Trust Company of New
York (formerly Morgan Shareholder Services Trust Company),
as Rights Agent, relating to Rights to purchase Chrysler
Corporation Junior Participating Cumulative Preferred Stock.
Filed as Exhibit 1 to Chrysler Corporation Current Report on
Form 8-K, dated December 14, 1990, and incorporated herein
by reference.
4-C-2 -- Amendment No. 1, dated as of December 1, 1994, to the Rights *
Agreement, dated as of February 4, 1988, and amended and
restated as of December 14, 1990, between Chrysler
Corporation and First Chicago Trust Company of New York
(formerly known as Morgan Shareholder Services Trust
Company), as Rights Agent. Filed as Exhibit 1 to Chrysler
Corporation Current Report on Form 8-K, dated December 1,
1994, and incorporated herein by reference.
4-C-3 -- Amendment No. 2, dated as of February 8, 1996, to the Rights *
Agreement, dated as of February 4, 1988, and amended and
restated as of December 14, 1990 between Chrysler
Corporation and First Chicago Trust Company of New York
(formerly known as Morgan Shareholder Services Trust
Company), as Rights Agent. Filed as Exhibit 1 to Chrysler
Corporation Current Report on Form 8-K, dated February 13,
1996, and incorporated herein by reference.
</TABLE>
- -------------------------
* Incorporated herein by reference.
<PAGE> 43
<TABLE>
<S> <C> <C> <C>
4-D-1 -- Conformed copy of Indenture, dated as of July 15, 1987, between Chrysler Corporation and *
Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust Company, as
successor Trustee, relating to Debt Securities, Appendix B thereto relating to 10.95%
Debentures Due 2017 and Appendix C thereto relating to 10.40% Notes Due 1999. Filed as
Exhibit 4-D-1 to Chrysler Corporation Annual Report on Form 10-K for the year ended December
31, 1987, and incorporated herein by reference.
4-D-2 -- Conformed copy of Indenture, dated as of March 1, 1985, between Chrysler Corporation and *
Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust Company, as
successor Trustee, relating to Debt Securities and Appendix B thereto relating to 13%
Debentures Due 1997. Filed as Exhibit 4-B to Chrysler Corporation Annual Report on Form 10-K
for the year ended December 31, 1985, and incorporated herein by reference.
4-D-3 -- Form of Supplemental Indenture, dated as of May 30, 1986, between Chrysler Holding *
Corporation (now Chrysler Corporation), Chrysler Corporation and Manufacturers Hanover Trust
Company, as Trustee, State Street Bank and Trust Company, as successor Trustee, relating to
Debt Securities. Filed as Exhibit 4-E-2 to the Post-Effective Amendment No. 1 to Registration
Statement No. 33-4537 on Form S-4 of Chrysler Holding Corporation (now Chrysler Corporation),
and incorporated herein by reference.
4-D-4 -- Copy of Supplemental Indenture, dated as of December 31, 1989, between Chrysler Corporation *
and Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust Company, as
successor Trustee, relating to Debt Securities. Filed as Exhibit 4-D-4 to Chrysler
Corporation Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated
herein by reference.
4-D-5 -- Conformed copy of Third Supplemental Indenture, dated as of May 1, 1990, between Chrysler *
Corporation and Manufacturers Hanover Trust Company, as Trustee, State Street Bank and Trust
Company, as successor Trustee, relating to Debt Securities and Appendix D to Indenture dated
as of March 1, 1985 between Chrysler Corporation and Manufacturers Hanover Trust Company
relating to Debentures Due 2020. Filed as Exhibit 4-D-5 to Chrysler Corporation Annual Report
on Form 10-K for the year ended December 31, 1990, and incorporated herein by reference.
4-D-6 -- Conformed copy of Trust Agreement, dated as of May 1, 1990, between Chrysler Corporation and *
Manufacturers Hanover Bank (Delaware), Trustee, relating to the Auburn Hills Trust. Filed as
Exhibit 4-D-6 to Chrysler Corporation Annual Report on Form 10-K for the year ended December
31, 1990, and incorporated herein by reference.
4-E -- Copy of $2,400,000,000 Revolving Credit Agreement, dated as of April 26, 1996, among Chrysler *
Corporation, Chrysler Canada Ltd., the several Banks party to the Agreement, Royal Bank of
Canada, as Canadian Administrative Agent, and Chemical Bank, as Administrative Agent for the
Banks. Filed as Exhibit 4-E to Chrysler Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 and incorporated herein by reference.
5 -- Opinion of William J. O'Brien, Esq., as to the legality of the securities being registered.
12 -- Computations of Ratios of Earnings to Fixed Charges.
23-A -- Consent of William J. O'Brien, Esq., (included in opinion filed as Exhibit 5).
23-B -- Consent of Deloitte & Touche LLP
24 -- Powers of Attorney executed by certain officers and directors who signed this Registration
Statement by an attorney-in-fact.
25 -- Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 (Form T-1)
of State Street Bank and Trust Company.
</TABLE>
- -------------------------
* Incorporated herein by reference.
<PAGE> 1
EXHIBIT 1
CHRYSLER CORPORATION
UNDERWRITING AGREEMENT
New York, New York
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Ladies and Gentlemen:
Chrysler Corporation, a Delaware corporation (the "Company"), proposes to
sell to the underwriters named in Schedule II hereto (the "Underwriters"), for
whom you are acting as representatives (the "Representatives"), the principal
amount of its securities identified in Schedule I hereto (the "Securities"), to
be issued under an indenture (the "Indenture") dated as of March 1, 1985,
between the Company and State Street Bank and Trust Company, as successor
trustee (the "Trustee"), as supplemented to the date hereof (such indenture as
so supplemented, the "Indenture"). If the firm or firms listed in Schedule II
hereto include only the firm or firms listed in Schedule I hereto, then the
terms "Underwriters" and "Representatives", as used herein, shall each be deemed
to refer to such firm or firms.
1. Representations and Warranties. The Company represents and warrants to,
and agrees with, each Underwriter as set forth below in this Section 1. Certain
terms used in this Section are defined in paragraph (q) hereof.
(a) If the offering of the Securities is a Delayed Offering (as
specified in Schedule I hereto), paragraph (i) below is applicable and, if
the offering of the Securities is a Non-Delayed Offering (as so specified),
paragraph (ii) below is applicable.
(i) The Company meets the requirements for the use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and has filed
with the Securities and Exchange Commission (the "Commission") a
registration statement (the file number of which is set forth in
Schedule I hereto) on such Form, including a basic prospectus, for
registration under the Act of the offering and sale of the Securities.
The Company may have filed one or more amendments thereto, and may have
used a Preliminary Final Prospectus, each of which has previously been
furnished to you. Such registration statement, as so amended, has become
effective. The offering of the Securities is a Delayed Offering and,
although the Basic Prospectus may not include all the information with
respect to the Securities and the offering thereof required by the Act
and the rules thereunder to be included in the Final Prospectus, the
Basic Prospectus includes all such information required by the Act and
the rules thereunder to be included therein as of the Effective Date.
The Company will next file with the Commission pursuant to Rules 415 and
424(b)(2) or (5) a final supplement to the form of prospectus included
in such registration statement relating to the Securities and the
offering thereof. As filed, such final prospectus supplement shall
include all required information with respect to the Securities and the
offering thereof and, except to the extent the Representatives shall
agree in writing to a modification, shall be in all substantive respects
in the form furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained
in the Basic Prospectus and any Preliminary Final Prospectus) as the
Company has advised you, prior to the Execution Time, will be included
or made therein.
1
<PAGE> 2
(ii) The Company meets the requirements for the use of Form S-3
under the Act and has filed with the Commission a registration statement
(the file number of which is set forth in Schedule I hereto) on such
Form, including a basic prospectus, for registration under the Act of
the offering and sale of the Securities. The Company may have filed one
or more amendments thereto, including a Preliminary Final Prospectus,
each of which has previously been furnished to you. The Company will
next file with the Commission either (x) a final prospectus supplement
relating to the Securities in accordance with Rules 430A and 424(b)(1)
or (4), or (y) prior to the effectiveness of such registration
statement, an amendment to such registration statement, including the
form of final prospectus supplement. In the case of clause (x), the
Company has included in such registration statement, as amended at the
Effective Date, all information (other than Rule 430A Information)
required by the Act and the rules thereunder to be included in the Final
Prospectus with respect to the Securities and the offering thereof. As
filed, such final prospectus supplement or such amendment and form of
final prospectus supplement shall contain all Rule 430A Information,
together with all other such required information, with respect to the
Securities and the offering thereof and, except to the extent the
Representatives shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other
changes (beyond that contained in the Basic Prospectus and any
Preliminary Final Prospectus) as the Company has advised you, prior to
the Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
applicable requirements of the Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the respective rules thereunder;
on the Effective Date, the Registration Statement did not or will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein not misleading; on the Effective Date and on the
Closing Date the Indenture did or will comply in all material respects with
the requirements of the Trust Indenture Act and the rules thereunder; and,
on the Effective Date, the Final Prospectus, if not required to be filed
pursuant to Rule 424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee
or (ii) the information contained in or omitted from the Registration
Statement or the Final Prospectus (or any supplement thereto) in reliance
upon and in conformity with information furnished in writing to the Company
by or on behalf of any Underwriter through the Representatives specifically
for inclusion in the Registration Statement or the Final Prospectus (or any
supplement thereto).
(c) Deloitte & Touche LLP are independent public accountants within
the meaning of the Act and the Exchange Act and the applicable published
rules and regulations thereunder; the historical financial statements,
together with the related schedules and notes, included or incorporated by
reference in the Registration Statement and the Final Prospectus comply in
all material respects with the requirements of the Act and the Exchange Act
and have been prepared, and fairly present the financial position, results
of operations and cash flows of the Company and its consolidated
subsidiaries at the respective dates and for the respective periods
indicated, in accordance with generally accepted accounting principles
consistently applied throughout such periods (except as specified therein);
and the financial information and financial data set forth in or
incorporated by reference in the Final Prospectus under the captions
"Capitalization," "Selected Financial
2
<PAGE> 3
Information," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" are derived from the accounting
records of the Company and its subsidiaries, and are a fair presentation of
the data purported to be shown.
(d) Each of the Company and the subsidiaries of the Company set forth
in Exhibit 21 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (individually a "Subsidiary" and collectively the
"Subsidiaries") has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction in which it
is chartered or organized, with full corporate power and authority to own
its properties and conduct its business as described in the Final
Prospectus, and is duly qualified to do business as a foreign corporation
and is in good standing under the laws of each jurisdiction which requires
such qualification, in each case where the failure to be so incorporated
and validly existing in good standing or qualified would materially affect
the financial condition, earnings, prospects, business or properties of the
Company and the Subsidiaries, taken as a whole; Chrysler Financial
Corporation ("CFC") is the only Subsidiary of the Company that is a
"significant subsidiary" thereof, as such term is defined in Rule 1-02(w)
of the Regulation S-X, promulgated under the Securities Act and the
Exchange Act (a "Significant Subsidiary").
(e) All the outstanding shares of capital stock of each Subsidiary
have been duly and validly authorized and issued and are fully paid and
nonassessable, and all outstanding shares (except for qualifying shares) of
capital stock of the Subsidiaries are owned by the Company either directly
or through wholly owned subsidiaries (except as otherwise indicated in
Exhibit 21, referred to above) free and clear of any security interests,
claims, liens or encumbrances in each case where the failure to so own the
capital stock of a Subsidiary would materially and adversely affect the
financial condition, earnings, prospects, business or properties of the
Company and the Subsidiaries, taken as a whole.
(f) Neither the Company nor any of the Subsidiaries is in violation of
any term or provision of any charter, by-law, license, permit, judgment,
decree or order, or any applicable statute, rule or regulation, which
violation is material to the financial condition, earnings, prospects,
business or properties of the Company and the Subsidiaries, taken as a
whole, except as set forth or contemplated in the Final Prospectus.
(g) Except as set forth in the Final Prospectus, no default exists and
no event has occurred which with notice, lapse of time, or both, would
constitute a default, in the due performance and observance of any term,
covenant or condition of any agreement to which the Company or any of the
Subsidiaries is a party or by which it or any of them is bound, which
default is or would be material to the financial condition, earnings,
prospects, business or properties of the Company and the Subsidiaries,
taken as a whole.
(h) The Company and the Subsidiaries have all requisite corporate
power and authority and have received and are operating in compliance in
all material respects with all governmental or regulatory or other
franchises, grants, authorizations, approvals, licenses, permits,
easements, consents, certificates and orders (collectively, "Franchises")
necessary to own their respective properties or conduct their respective
businesses as currently owned and conducted and as proposed to be conducted
except where the failure to have received or to operate in compliance with
the foregoing Franchises would not materially and adversely affect the
financial condition, earnings, prospects, business or properties of the
Company and the Subsidiaries, taken as a whole.
(i) Since the date of the most recent financial statements included in
the Final Prospectus, there has been no material adverse change in the
financial condition, earnings, prospects, business or properties of the
Company and the Subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth or
contemplated in the Final Prospectus.
3
<PAGE> 4
(j) There is no pending or, to the best knowledge of the Company,
threatened action or suit or judicial, arbitral, rule-making or other
administrative or other proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of the
Subsidiaries that would reasonably be expected to adversely affect in any
material respect the financial condition, earnings, prospects, business or
properties of the Company and the Subsidiaries, taken as a whole, which is
of a character required to be disclosed in the Registration Statement and
which is not adequately disclosed in the Final Prospectus; there is no
contract or other document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as an exhibit to
the Registration Statement, which is not adequately described or filed as
required; and such contracts and other documents that are described in the
Final Prospectus conform in all material respects to the descriptions
thereof contained in the Final Prospectus.
(k) There is no pending or, to the best knowledge of the Company,
threatened action or suit or judicial, arbitral, rule-making or other
administrative or other proceeding which questions the validity of this
Agreement or any action taken or to be taken pursuant hereto.
(l) When the Registration Statement became or becomes effective, the
Company's authorized equity capitalization was or will be as set forth in
the Final Prospectus; the Securities conform in all material respects to
the description thereof contained in the Final Prospectus.
(m) The Company has all requisite corporate power and authority, has
taken all requisite corporate action, and has received and is in compliance
with all governmental, judicial and other authorizations, approvals and
orders necessary to enter into this Agreement and any Delayed Delivery
Contracts, to carry out the provisions and conditions of this Agreement and
to consummate the transactions contemplated hereby and in any Delayed
Delivery Contracts and to issue and sell the Securities in the manner
contemplated herein or in any Delayed Delivery Contracts and in the
Registration Statement and the Final Prospectus, except for such approvals
or authorizations as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters. This Agreement has been duly authorized,
executed and delivered by the Company and is the valid and binding
obligation of the Company.
(n) Neither the issue and sale of the Securities in the manner
contemplated herein and in the Final Prospectus, nor the execution,
delivery or performance by the Company of this Agreement or any Delayed
Delivery Contract, nor the consummation of any other of the transactions
herein or therein contemplated will conflict with, result in a violation or
breach of, or constitute a default under the charter or by-laws of the
Company or any of the Subsidiaries or the terms of any indenture or other
agreement or instrument to which the Company or any of the Subsidiaries is
a party or by which it or any of them is bound, or any statute applicable
to the Company or any of the Subsidiaries or any judgment, order, decree,
rule or regulation applicable to the Company or any of the Subsidiaries of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of the Subsidiaries.
(o) The Indenture has been duly authorized, executed and delivered and
has been duly qualified under the Trust Indenture Act and constitutes a
legal, valid and binding instrument enforceable against the Company in
accordance with its terms; the Securities have been duly authorized and,
when executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters pursuant to
this Agreement, in the case of the Underwriters' Securities, or by the
purchasers thereof pursuant to Delayed Delivery Contracts, in the case of
any Contract Securities, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture; if
the Securities are to be listed on any stock exchange, authorization
therefor has been given, subject to official notice of issuance and
evidence of satisfactory distribution.
(p) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date
that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective. "Execution Time" shall
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<PAGE> 5
mean the date and time that this Agreement is executed and delivered by the
parties hereto. "Basic Prospectus" shall mean the prospectus referred to in
paragraph (a) above contained in the Registration Statement at the
Effective Date including, in the case of a Non-Delayed Offering, any
Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean any
preliminary prospectus supplement to the Basic Prospectus which describes
the Securities and the offering thereof and is used prior to filing of the
Final Prospectus. "Final Prospectus" shall mean the prospectus supplement
relating to the Securities that is first filed pursuant to Rule 424(b)
after the Execution Time, together with the Basic Prospectus or, if, in the
case of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is
required, shall mean the form of final prospectus relating to the
Securities, including the Basic Prospectus, included in the Registration
Statement at the Effective Date. "Registration Statement" shall mean the
registration statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements, as amended at
the Execution Time (or, if not effective at the Execution Time, in the form
in which it shall become effective) and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date (as
hereinafter defined), shall also mean such registration statement as so
amended. Such term shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule 430A. "Rule
415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or
regulation under the Act. "Rule 430A Information" means information with
respect to the Securities and the offering thereof permitted to be omitted
from the Registration Statement when it becomes effective pursuant to Rule
430A. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the Exchange
Act on or before the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be,
deemed to be incorporated therein by reference. A "Non-Delayed Offering"
shall mean an offering of securities which is intended to commence promptly
after the effective date of a registration statement, with the result that,
pursuant to Rules 415 and 430A, all information (other than Rule 430A
Information) with respect to the securities so offered must be included in
such registration statement at the effective date thereof. A "Delayed
Offering" shall mean an offering of securities pursuant to Rule 415 which
does not commence promptly after the effective date of a registration
statement, with the result that only information required pursuant to Rule
415 need be included in such registration statement at the effective date
thereof with respect to the securities so offered. Whether the offering of
the Securities is a Non-Delayed Offering or a Delayed Offering shall be set
forth in Schedule I hereto.
(q) No holders of securities of the Company have the right to have
such securities registered under the Registration Statement.
2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto, except that, if Schedule I hereto
provides for the sale of Securities pursuant to delayed delivery contracts, the
respective principal amounts of Securities to be purchased by the Underwriters
shall be as set forth in Schedule II hereto less the respective amounts of
Contract Securities determined as provided below. Securities to be purchased by
the Underwriters are herein sometimes called the "Underwriters' Securities" and
Securities to be purchased pursuant to delayed delivery contracts as hereinafter
provided are herein called "Contract Securities."
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<PAGE> 6
If so provided in Schedule I hereto, the Underwriters are authorized to
solicit offers to purchase Securities from the Company pursuant to delayed
delivery contracts, substantially in the form of Schedule III hereto but with
such changes therein as the Company may authorize or approve ("Delayed Delivery
Contracts"). The Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the Representatives, for the
account of the Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings banks, insurance
companies, pension funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise agree, each
such Delayed Delivery Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the aggregate principal amount of
Contract Securities may not exceed the maximum aggregate principal amount set
forth in Schedule I hereto. The Underwriters will not have any responsibility in
respect of the validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each Underwriter as set forth
in Schedule II hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities as the principal
amount of Securities set forth opposite the name of such Underwriter bears to
the aggregate principal amount set forth in Schedule II hereto, except to the
extent that you determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided, however, that the
total principal amount of Securities to be purchased by all Underwriters shall
be the aggregate principal amount set forth in Schedule II hereto less the
aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the Underwriters'
Securities shall be made on the date and at the time specified in Schedule I
hereto (or such later date not later than five business days after such
specified date as the Representatives shall designate), which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 8 hereof (such date and time of delivery and payment for the
Underwriters' Securities being herein called the "Closing Date"). Delivery of
the Underwriters' Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by certified or official bank check or checks
drawn on or by a New York Clearing House bank or by wire transfer to an account
specified in writing by the Company not less that two business days prior to the
Closing Date and, in either case, payable in same day funds. If any of the
Underwriters' Securities are to be initially evidenced by one or more global
certificates (as specified in Schedule I hereto), delivery of such Securities
shall be made through the facilities of The Depository Trust Company and, if any
of the Underwriters' Securities are to be evidenced by individual certificates
(as specified in Schedule I hereto,) delivery of such Securities shall be made
at such location as the Representatives shall reasonably designate at least one
business day in advance of the Closing Date. Payment for the Securities, if made
by certified or official bank check, shall be made at the office specified in
Schedule I hereto. Certificates for the Underwriters' Securities shall be
registered in such names and in such denominations as the Representatives may
request not less than one full business day in advance of the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection, checking and, if evidenced by individual certificates, packaging by
the Representatives in New York, New York, not later than 1:00 PM on the
business day prior to the Closing Date.
[NOTE: IF OVERALLOTMENT IS CONTEMPLATED, APPROPRIATE PROVISIONS WILL BE
ADDED.]
4. Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Final Prospectus) to the Basic
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<PAGE> 7
Prospectus unless the Company has furnished you a copy for your review
prior to filing and will not file any such proposed amendment or supplement
without your prior consent, which shall not be unreasonably withheld.
Subject to the foregoing sentence, if filing of the Final Prospectus is
required under Rule 424(b), the Company will cause the Final Prospectus,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. The Company will promptly advise the
Representatives (i) when the Registration Statement, if not effective at
the Execution Time, and any amendment thereto, shall have become effective,
(ii) when the Final Prospectus, and any supplement thereto, shall have been
filed (if required) with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the Securities, any amendment
to the Registration Statement shall have been filed or become effective,
(iv) of any request by the Commission for any amendment of the Registration
Statement or supplement to the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (vi) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of
any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such
compliance. Neither your consent to, nor the Underwriters' delivery of, any
such amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 5 hereof.
(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earnings statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and to counsel for
the Underwriters, without charge, copies of the manually executed signature
pages to the Registration Statement, it being understood that the originals
of such pages will be retained in the Company's files as required by the
rules of the Commission, and copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter a copy of the
Registration Statement (without exhibits thereto). The Company will furnish
to the Underwriters not later than (A) 6:00 PM, New York City time, on the
date of determination of the public offering price, if such determination
occurred at or prior to 10:00 AM, New York City time, on such date or (B)
6:00 PM, New York City time, on the business day following the date on
which the public offering price was determined, if such determination
occurred after 10:00 AM, New York City time, on such date, as many copies
of each Preliminary Final Prospectus, the Final Prospectus and any
supplement thereto as the Representatives may reasonably request for
purposes of confirming sales of Securities to be delivered on the Closing
Date; further, so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will pay the expenses
of printing or other production of all documents relating to the offering.
(e) The Company will arrange for the qualification of the Securities
for sale under the laws of such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect so long as required
for the distribution of the Securities and, if the offering is subject to
review by the
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<PAGE> 8
National Association of Securities Dealers, Inc., will pay the fee of such
Association in connection therewith; provided, however, that the Company
will not be obligated to qualify to do business as a foreign corporation in
any state in which it is not so qualified or to file a general consent to
service of process in any jurisdiction.
(f) Until the business date set forth on Schedule I hereto, the
Company will not, without the prior written consent of the Representatives,
directly or indirectly offer, sell, agree to sell or contract to sell,
announce the offering of, or otherwise dispose of any debt securities
issued or guaranteed by the Company (other than the Securities).
5. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 12:00 Noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 PM New York City time on such date;
if filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by
Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives the
opinion of William J. O'Brien, General Counsel of the Company, dated the
Closing Date, to the effect that:
(i) each of the Company and each subsidiary of the Company that is
a Significant Subsidiary has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized, with full corporate
power and authority to own its properties and conduct its business as
described in the Final Prospectus, and is duly qualified to do business
as a foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification where the failure to be
so qualified would materially and adversely affect the financial
condition, earnings, prospects, business or properties of the Company
and the Subsidiaries, taken as a whole;
(ii) all the outstanding shares of capital stock of each
Significant Subsidiary have been duly and validly authorized and issued
and are fully paid and nonassessable, and all outstanding shares (except
for qualifying shares) of capital stock of the Significant Subsidiaries
are owned by the Company either directly or through wholly owned
subsidiaries free and clear of any perfected security interest and, to
the best knowledge of such counsel, any other security interests,
claims, liens or encumbrances in each case where the failure to so own
the capital stock of a Significant Subsidiary would materially and
adversely affect the financial condition, earnings, prospects, business
or properties of the Company and the Subsidiaries, taken as a whole;
(iii) neither the Company nor any of the Subsidiaries is in
violation of any term or provision of (1) any charter or by-law, (2) to
the best knowledge of such counsel, any license, permit, judgment,
decree or order, or (3) any applicable statute, rule or regulation,
which violation in any case referred to in clause (1), (2) or (3) above
is material to the financial condition,
8
<PAGE> 9
earnings, prospects, business or properties of the Company and the
Subsidiaries, taken as a whole, except as set forth in the Final
Prospectus;
(iv) to the best knowledge of such counsel and except as set forth
in the Final Prospectus, no default exists and no event has occurred
which with notice, lapse of time, or both, would constitute a default,
in the due performance and observance of any term, covenant or condition
of any agreement to which the Company or any of the Subsidiaries is a
party or by which it or any of them is bound, which default is or would
be material to the financial condition, earnings, prospects, business or
properties of the Company and the Subsidiaries, taken as a whole;
(v) to the best knowledge of such counsel, there is no pending or
threatened action, suit or judicial, arbitral, rule-making or other
administrative or other proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or any
of the Subsidiaries which would reasonably be expected to adversely
affect in any material respect the financial condition, earnings,
prospects, business or properties of the Company and its Subsidiaries,
taken as a whole, which is of a character required to be disclosed in
the Registration Statement and which is not adequately disclosed in the
Final Prospectus; there is no contract or other document of a character
required to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit to the Registration Statement,
which is not adequately described or filed as required; such contracts
and other documents that are described in the Final Prospectus conform
in all material respects to the descriptions thereof contained in the
Final Prospectus; and the descriptions of the statutes, rules and
regulations under the headings "Business -- Chrysler Corporation --
Automotive Operations -- Regulation" and "Business -- Chrysler
Corporation -- Intellectual Property" set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 fairly
summarize the matters therein described;
(vi) to the best knowledge of such counsel, there is no pending or
threatened action, suit or judicial, arbitral, rule-making or other
administrative or other proceeding before any court or governmental
agency, authority or body or any arbitrator which questions the validity
of this Agreement or any action taken or to be taken pursuant hereto;
(vii) the Securities conform in all material respects to the
description thereof contained in the Final Prospectus;
(viii) the Indenture has been duly authorized, executed and
delivered and has been duly qualified under the Trust Indenture Act and
constitutes a legal, valid and binding instrument enforceable against
the Company in accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally and to
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) from time to time in
effect); the Securities have been duly and validly authorized and
executed and, when authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters pursuant
to this Agreement, in the case of the Underwriters' Securities, or by
the purchasers thereof pursuant to Delayed Delivery Contracts, in the
case of any Contract Securities, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture; if the Securities are to be listed on any stock exchange,
authorization therefor has been given, subject to official notice of
issuance and evidence of satisfactory distribution; the statements set
forth under the heading "Description of Debt Securities" in the
Registration Statement, insofar as such statements purport to summarize
certain provisions of the Securities and the Indenture, provide a fair
summary of such provisions;
(ix) the Registration Statement has become effective under the Act;
any required filing of the Basic Prospectus, any Preliminary Final
Prospectus and the Final Prospectus, and any supplements thereto,
pursuant to Rule 424(b) has been made in the manner and within the time
period required by Rule 424(b); to the best knowledge of such counsel,
no stop order
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<PAGE> 10
suspending the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the Final Prospectus and
each amendment thereof or supplement thereto (other than the financial
statements and other financial and statistical information contained
therein as to which such counsel need express no opinion) comply as to
form in all material respects with the applicable requirements of the
Act, the Exchange Act and the Trust Indenture Act and the respective
rules thereunder;
(x) the information contained under the heading "Legal Proceedings"
in the Company's Annual Report on Form 10-K for the year ended December
31, 1996 fairly summarizes the matters therein described;
(xi) the Company has all requisite corporate power and authority,
has taken all requisite corporate action, and has received and is in
compliance with all governmental, judicial and other authorizations,
approvals and orders necessary to enter into this Agreement and any
Delayed Delivery Contracts, to carry out the provisions and conditions
of this Agreement and any Delayed Delivery Contracts and to consummate
the transactions contemplated in this Agreement and in any Delayed
Delivery Contracts and to issue and sell the Securities in the manner
contemplated herein, in any Delayed Delivery Contracts, the Registration
Statement and the Final Prospectus, except for such approvals or
authorizations as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters; and this Agreement and any Delayed
Delivery Contracts have been duly authorized, executed and delivered by
the Company and, assuming due authorization, execution and delivery
thereof by the other parties thereto, are the valid and binding
obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and except as to the
enforceability of Section 7 of this Agreement, as to which such counsel
need express no opinion;
(xii) neither the issue and sale of the Securities in the manner
contemplated herein and in the Final Prospectus, nor the execution,
delivery and performance by the Company of this Agreement or any Delayed
Delivery Contracts, nor the consummation of any other of the
transactions contemplated herein or in any Delayed Delivery Contracts
will conflict with, result in a breach or violation of, or constitute a
default under, any law or the charter or by-laws of the Company or the
terms of any indenture or other agreement or instrument known to such
counsel and to which the Company or any of its subsidiaries is a party
or bound, or any judgment, order or decree known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its subsidiaries; and
(xiii) to the best knowledge of such counsel, no holders of
securities of the Company have the right to have such securities
registered under the Registration Statement.
Such counsel shall state that he or members of his staff have
participated in conferences with representatives of the Company, in some of
which the Representatives and counsel for the Underwriters have also
participated, at which conferences the contents of the Registration
Statement, the Final Prospectus, each amendment thereof and supplement
thereto and related matters were discussed, and, although such counsel has
not verified, and assumes no responsibility for, the factual accuracy or
completeness of the Registration Statement, the Final Prospectus or any
amendment thereof or supplement thereto, nothing has come to the attention
of such counsel to cause such counsel to believe that the Registration
Statement or any amendment thereof or supplement thereto (other than the
financial statements and other financial and statistical information
contained therein, as to which such counsel need express no belief) at the
time it became effective and at the Execution Time contained an untrue
statement of a material fact or omitted to
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<PAGE> 11
state a material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Final Prospectus as
amended and supplemented (other than the financial statements and other
financial and statistical information contained therein, as to which such
counsel need express no belief) as of its date of issue and as of the
Closing Date contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than (i) the
States of New York and Michigan and the United States, and (ii) the General
Corporation Law of the State of Delaware to the extent such counsel deems
proper and specifies in such opinion, upon the opinion of other counsel of
good standing believed to be reliable and who are satisfactory to counsel
for the Underwriters (provided that such counsel states that the
Underwriters are justified in relying on such specified opinion or
opinions) and (B) as to matters of fact, to the extent such counsel deems
proper, on certificates of responsible officers of the Company and public
officials. All references to the Final Prospectus in this paragraph (b)
include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Cleary, Gottlieb,
Steen & Hamilton, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, the Indenture, any Delayed Delivery Contracts, the Registration
Statement, the Final Prospectus (together with any supplement thereto) and
other related matters as the Representatives may reasonably require, and
the Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
Executive Vice President -- Chief Financial Officer and by the Treasurer or
the principal accounting officer of the Company, dated the Closing Date, to
the effect that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus, any supplement to the Final
Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Company has complied in all material respects with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the condition (financial or
other), earnings, business or properties of the Company and its
Subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of any supplement
thereto).
(e) At the Closing Date, Deloitte & Touche shall have furnished to the
Representatives a letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as of the Closing
Date, in form and substance satisfactory to the Representatives, confirming
that they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable published rules and regulations
thereunder and stating in effect that:
(i) in their opinion the audited financial statements and financial
statement schedules and pro forma financial statements included or
incorporated in the Registration Statement and the Final Prospectus and
reported on by them comply in form in all material respects with the
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<PAGE> 12
applicable accounting requirements of the Act and the Exchange Act and
the related published rules and regulations thereunder;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; their
limited review in accordance with the standards established by the
American Institute of Certified Public Accountants of the unaudited
interim financial information as indicated in their reports incorporated
in the Registration Statement and the Final Prospectus; carrying out
certain specified procedures (but not an examination in accordance with
generally accepted auditing standards) which would not necessarily
reveal matters of significance with respect to the comments set forth in
such letter; a reading of the minutes of the meetings of the
stockholders, directors and executive, finance and audit committees of
the Company and the Board of Directors of Chrysler Financial
Corporation; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and
its subsidiaries as to transactions and events subsequent to the date of
the most recent audited financial statements in or incorporated in the
Final Prospectus, nothing came to their attention which caused them to
believe that:
(1) any unaudited financial statements included or incorporated
in the Registration Statement and the Final Prospectus do not comply
in form in all material respects with applicable accounting
requirements and with the published rules and regulations of the
Commission with respect to financial statements included or
incorporated in quarterly reports on Form 10-Q under the Exchange
Act; or said unaudited financial statements are not in conformity
with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated in the Registration Statement and
the Final Prospectus;
(2) with respect to the period subsequent to the date of the
most recent financial statements, audited or unaudited, in or
incorporated in the Registration Statement and the Final Prospectus,
there were any changes, at a specified date not more than three
business days prior to the date of the letter, in the cash and cash
equivalents and marketable securities or in the long-term debt of the
Company and its consolidated subsidiaries or common stock of the
Company or decreases in the shareholders' equity of the Company as
compared with the amounts shown on the most recent consolidated
balance sheet included or incorporated in the Registration Statement
and the Final Prospectus, or for the period from the date of the most
recent financial statements included or incorporated in the
Registration Statement and the Final Prospectus to such specified
date there were any decreases, as compared with the corresponding
period in the preceding quarter in total sales and revenues or
earnings from continuing operations or in total or per share amounts
of net earnings of the Company and its consolidated subsidiaries,
except in all instances for changes or decreases set forth in such
letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof unless said
explanation is not deemed necessary by the Representatives; or
(3) the information included under the headings "Selected
Financial Information" and "Ratio of Earnings to Fixed Charges" is
not in conformity with the disclosure requirements of Regulation S-K;
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information, previously
specified by the Underwriters, of an accounting, financial or
statistical nature (which is limited to accounting, financial or
statistical information derived from the general accounting records of
the Company and its subsidiaries) set forth in the Registration
Statement and the Final Prospectus and in Exhibit 12 to the Registration
Statement, including the information included or incorporated in Items
1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K,
incorporated in the Registration Statement and the
12
<PAGE> 13
Prospectus, agrees with the accounting records of the Company and its
subsidiaries, excluding any questions of legal interpretation; and
(iv) if pro forma financial statements are included or incorporated
in the Registration Statement and the Final Prospectus, on the basis of
a reading of the unaudited pro forma financial statements, carrying out
certain specified procedures, inquiries of certain officials of the
Company and any acquired company who have responsibility for financial
and accounting matters, and proving the arithmetic accuracy of the
application of the pro forma adjustments to the historical amounts in
the pro forma financial statements, nothing came to their attention
which caused them to believe that the pro forma financial statements do
not comply in form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X or that the pro
forma adjustments have not been properly applied to the historical
amounts in the compilation of such statements.
References to the Final Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
In addition, except as provided in Schedule I hereto, at the Execution
Time, Deloitte & Touche shall have furnished to the Representatives a letter or
letters, dated as of the Execution Time, in form and substance satisfactory to
the Representatives, to the effect set forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereof subsequent to the Execution Time) and the Final Prospectus (exclusive of
any supplement thereto subsequent to the Execution Time), there shall not have
been (i) any change or decrease specified in the letter or letters referred to
in paragraph (e) of this Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the business or properties of
the Company and its subsidiaries which is not disclosed in or contemplated by
the Final Prospectus (exclusive of any supplement thereto subsequent to the
Execution Time) the effect of which, in any case referred to in clause (i) or
(ii) above, is, in the judgment of the Representatives, so material and adverse
as to make it impractical or inadvisable to proceed with the offering or the
delivery of the Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof subsequent to the Execution Time) and the
Final Prospectus (exclusive of any supplement thereto subsequent to the
Execution Time).
(g) Subsequent to the Execution Time, there shall not have been any
decrease in the ratings of any of the Company's debt securities by Moody's
Investor Services, Inc. or Standard & Poor's Corporation.
(h) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.
(i) The Company shall have accepted Delayed Delivery Contracts in any case
where sales of Contract Securities arranged by the Underwriters have been
approved by the Company.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
telecopy confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, or because
of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket
13
<PAGE> 14
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Securities.
7. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, not less frequently than quarterly, upon
receipt of a statement therefor, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for inclusion
therein; (ii) such indemnity with respect to any Preliminary Final Prospectus
shall not inure to the benefit of any Underwriter (or any of the directors,
officers, employees and agents of such Underwriter or any controlling person of
such Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof if such person
was not sent or given a copy of the Final Prospectus (or such Final Prospectus
as supplemented), excluding documents incorporated therein by reference, at or
prior to the confirmation of the sale of such Securities to such person in any
case where such delivery is required by the Act and the untrue statement or
omission of a material fact contained in such Preliminary Final Prospectus was
corrected in such Final Prospectus (or such Final Prospectus as supplemented);
and (iii) the Company will not be liable in respect of any settlement of any
pending or threatened action if such settlement is effected without its prior
written consent, which consent shall not be withheld unless such settlement is
unreasonable in light of the claims or actions against, and defenses available
to, the indemnified party. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any Underwriter may otherwise have. The
Company and the Underwriters acknowledge that the statements set forth in the
last paragraph of the cover page of the prospectus supplement forming a part of
any Preliminary Final Prospectus or the Final Prospectus, under the headings
"Underwriting" or "Plan of Distribution" and, if Schedule I hereto provides for
sales of Securities pursuant to Delayed Delivery contracts, in the last sentence
under the heading "Delayed Delivery Arrangements" in any Preliminary Final
Prospectus or the Final Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in the
documents referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the
14
<PAGE> 15
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a) or
(b) above unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be satisfactory to
the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is by its terms due but is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the Underwriters
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company and by the
Underwriters from the offering of the Securities; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any
amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company
and the Underwriters shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and of the Underwriters in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses), and
benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, received by the Underwriters from the
Company in connection with the purchase of the Securities hereunder. Relative
fault shall be determined by reference to, among other things, whether any
alleged untrue statement or omission relates to information provided by the
Company or the Underwriters and the parties' relative intent, knowledge, access
to information and the opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who
15
<PAGE> 16
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls an Underwriter within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter, and
each person who controls the Company within the meaning of either the Act or the
Exchange Act, and each officer and director of the Company shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
8. Default by an Underwriter. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the Representatives may make arrangements satisfactory to the Company
for the purchase of such Securities by other persons, including any of the
nondefaulting Underwriters, but if no such arrangements are made by the Closing
Date the nondefaulting Underwriters shall be obligated severally to take up and
pay for (in the respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bears to the aggregate amount of
Securities set forth opposite the names of all the nondefaulting Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Representatives shall determine in order that
the required changes in the Registration Statement and the Final Prospectus or
in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any nondefaulting Underwriter for damages occasioned by
its default hereunder.
9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time (i) trading
in the Company's Common Stock shall have been suspended by the Commission or the
New York Stock Exchange or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war or other calamity or crisis the effect of
which on financial markets, is such as to make it, in the judgment of the
Representatives, impracticable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectus (exclusive of any supplement
thereto).
10. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Underwriting Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or cancellation of this
Agreement.
11. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telecopied and confirmed to them, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered or telecopied and
confirmed to it at 1000 Chrysler Drive, Auburn Hills, Michigan 48326-2766,
attention Holly E. Leese, Esq., Senior Staff Counsel and Assistant Secretary
(Telecopy: 810-512-1771).
16
<PAGE> 17
12. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
13. Representation of Underwriters. It is understood that you will act for
the several Underwriters in connection with the financing contemplated by this
Agreement and the Final Prospectus, and any action under this Agreement taken by
you jointly or by Salomon Brothers Inc will be binding upon all of the
Underwriters.
14. Business Day. For purposes of this Agreement, "business day" means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in the City of New York, New York are authorized or
obligated by law, executive order or regulation to close.
15. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
16. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
17
<PAGE> 18
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
Chrysler Corporation
By:
--------------------------------------
Name: Gary C. Valade
Title: Executive Vice President and
Chief Financial Officer
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written
Salomon Brothers Inc
[names of comanagers, if any]
By: Salomon Brothers Inc
By:
- --------------------------------------
Vice President
For themselves and the other several
Underwriters, if any, named in
Schedule II to the foregoing
Agreement.
or
Salomon Brothers Inc
By:
- --------------------------------------
Vice President
For itself and the other several
Underwriters, if any, named in
Schedule II to the foregoing
Agreement.
18
<PAGE> 19
SCHEDULE I
Underwriting Agreement dated
Registration Statement No.
Representative(s):
Title, Purchase Price and Description of Securities:
Title:
Principal amount:
Purchase price (include accrued interest or amortization, if any):
Sinking fund provisions:
Redemption provisions:
Other provisions:
Form of Securities: [Global or individual certificates]
Closing Date, Time and Location:
Type of Offering: [Delayed Offering or Non-Delayed Offering]
Delayed Delivery Contracts:
Fee:
Minimum principal amount of each contract: $
Maximum aggregate principal amount of all contracts: $
Date referred to in Section 4(f) after which the Company may offer or sell debt
securities issued or guaranteed by the Company without the consent of the
Representative(s):
Modification of items to be covered by the letter from Deloitte & Touche
delivered pursuant to Section 5(e) at the Execution Time:
Address and telecopy number referred to in Section 11 for delivery of
communications:
19
<PAGE> 20
SCHEDULE II
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF SECURITIES TO
UNDERWRITERS BE PURCHASED
------------ ----------------
<S> <C>
$
----------
Total.................................................. $
==========
</TABLE>
20
<PAGE> 21
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Chrysler Corporation (the
"Company"), and the Company agrees to sell to the undersigned, on
, 19 , (the "Delivery Date"), $ principal amount of the
Company's (the "Securities") offered by the Company's Prospectus
dated , 19 , and related prospectus supplement dated
, 19 , receipt of a copy of which is hereby acknowledged, at a
purchase price of % of the principal amount thereof, plus [accrued interest]
[amortization of original issue discount], if any, thereon from ,
19 , to the date of payment and delivery, and on the further terms and
conditions set forth in this contract.
Payment for the Securities to be purchased by the undersigned shall be made
on or before 11:00 AM, New York City time, on the Delivery Date to or upon the
order of the Company in New York Clearing House (same day) funds, at your office
or at such other place as shall be agreed between the Company and the
undersigned, upon delivery to the undersigned of the Securities in definitive
fully registered form and in such authorized denominations and registered in
such names as the undersigned may request by written or telegraphic
communication addressed to the Company not less than five full business days
prior to the Delivery Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a denomination equal to
the aggregate principal amount of Securities to be purchased by the undersigned
on the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Securities on the Delivery Date, and the obligation of the Company to sell and
deliver Securities on the Delivery Date, shall be subject to the conditions (and
neither party shall incur any liability by reason of the failure thereof) that
(1) the purchase of Securities to be made by the undersigned, which purchase the
undersigned represents is not prohibited on the date hereof, shall not on the
Delivery Date be prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the Delivery Date,
shall have sold to certain underwriters (the "Underwriters") such principal
amount of the Securities as is to be sold to them pursuant to the Underwriting
Agreement referred to in the Prospectus and the Prospectus Supplement mentioned
above. Promptly after completion of such sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith. The obligation of the
undersigned to take delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and delivered,
shall not be affected by the failure of any purchaser to take delivery of and
make payment for the Securities pursuant to other contracts similar to this
contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first served basis. If this contract is
acceptable to the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned, as of the date first above written,
when such counterpart is so mailed or delivered.
21
<PAGE> 22
This agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Very truly yours,
--------------------------------------
[Name of Purchaser]
By:
--------------------------------------
[Signature and Title of Officer]
--------------------------------------
[Address]
Accepted:
Chrysler Corporation,
By:
- ------------------------------------------------------
[Authorized Signature]
22
<PAGE> 1
EXHIBIT 5
[CHRYSLER CORPORATION LOGO]
February 11, 1997
Board of Directors
Chrysler Corporation
Registration Statement on Form S-3
Lady and Gentlemen:
I am Vice President and General Counsel of Chrysler Corporation, a Delaware
corporation (Chrysler), and in that capacity I am familiar with the Certificate
of Incorporation and the By-Laws of Chrysler, as amended, and with its corporate
proceedings and records, including the minutes of meetings of its Board of
Directors and of Committees of its Board of Directors.
I also am familiar with the Registration Statement of Chrysler on Form S-3
to be filed on or about the date hereof with the Securities and Exchange
Commission (the Registration Statement), registering under the Securities Act of
1933, as amended (the Act), $1,500,000,000 aggregate principal amount of Debt
Securities of Chrysler (the Debt Securities) for issuance from time to time
pursuant to Rule 415 under the Act. The Debt Securities are to be issued under
an indenture dated as of March 1, 1985, as amended and supplemented, between
Chrysler and Manufacturers Hanover Trust Company, as Trustee, which has been
succeeded by State Street Bank and Trust Company, as Successor Trustee (the
Indenture). I also am familiar with the proceedings taken by Chrysler relating
to the foregoing.
Based upon the foregoing and having regard for legal considerations I deem
relevant, it is my opinion that:
1. Chrysler is duly organized, validly existing and in good standing under
the laws of the State of Delaware.
2. Chrysler has the lawful corporate power to create and issue the Debt
Securities and duly and validly has taken all corporate action necessary
to authorize the execution and delivery of the Indenture.
3. The Debt Securities, when duly authorized, executed and authenticated in
accordance with the provisions of the Indenture, and when issued, sold
and delivered in accordance with the provisions of the Indenture, will
be valid and legally binding obligations of Chrysler, enforceable in
accordance with their respective terms, except to the extent that
enforcement thereof may be limited by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law) or by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors' rights.
I hereby consent to the use of my name in the Registration Statement as
counsel for Chrysler who has passed upon the legality of the Debt Securities
being registered by the Registration Statement and as having prepared this
opinion, and to the use of this opinion as a part (Exhibit 5) of the
Registration Statement. In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ William J. O'Brien
<PAGE> 1
EXHIBIT 12
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
-----------------------------------------------------------------------------
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ -------
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Net earnings before extraordinary item and
cumulative effect of changes in accounting
principles..................................... $3,720 $2,121 $3,713 $2,415 $ 505
Add back:
Taxes on income............................. 2,372 1,328 2,117 1,423 429
Fixed charges............................... 1,339 1,359 1,267 1,433 1,732
Amortization of previously capitalized
interest.................................. 111 103 87 94 87
Deduct:
Capitalized interest........................ 156 204 177 176 176
Undistributed earnings from less than fifty-
percent owned affiliates.................. 14 18 15 2 7
------ ------ ------ ------ ------
Earnings available for fixed charges............. $7,372 $4,689 $6,992 $5,187 $2,570
------ ------ ------ ------ ------
Fixed charges:
Interest expense............................... $1,007 $ 995 $ 937 $1,104 $1,405
Capitalized interest........................... 156 204 177 176 176
Credit line commitment fees.................... 15 10 10 10 10
Interest portion of rent expense............... 161 150 143 143 139
Gross-up of preferred stock dividends of
majority-owned subsidiaries (CFC) to a
pretax basis................................ -- -- -- -- 2
------ ------ ------ ------ ------
Total fixed charges.............................. $1,339 $1,359 $1,267 $1,433 $1,732
------ ------ ------ ------ ------
Ratio of earnings to fixed charges............... 5.51 3.45 5.52 3.62 1.48
====== ====== ====== ====== ======
Preferred stock dividend requirements.......... $ 5 $ 33 $ 125 $ 127 $ 128
====== ====== ====== ====== ======
Ratio of earnings to fixed charges and preferred
stock dividend requirements.................... 5.49 3.37 5.02 3.33 1.38
====== ====== ====== ====== ======
Equity taken up in earnings of less than
fifty-percent owned affiliates................. $ 14 $ 18 $ 15 $ 2 $ 11
Deduct:
Dividends paid by affiliates................... -- -- -- -- 4
------ ------ ------ ------ ------
Undistributed earnings from less than
fifty-percent owned affiliates................. $ 14 $ 18 $ 15 $ 2 $ 7
====== ====== ====== ====== ======
</TABLE>
NOTE: The ratio of earnings to fixed charges is computed by dividing Earnings
available for fixed charges by Total fixed charges. The ratio of earnings
to fixed charges and preferred stock dividend requirements is computed by
dividing Earnings available for fixed charges by the sum of Total fixed
charges and Preferred stock dividend requirements.
<PAGE> 1
EXHIBIT 23-B
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Chrysler Corporation on Form S-3, of our report dated January 21, 1997,
appearing in the Annual Report on Form 10-K of Chrysler Corporation for the year
ended December 31, 1996, and to the references to us under the heading
"Experts," in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------------
Deloitte & Touche LLP
Detroit, Michigan
February 11, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ J. D. DONLON
--------------------------------------
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ LILYAN H. AFFINITO
--------------------------------------
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ JAMES D. ALJIAN
--------------------------------------
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ JOSEPH A. CALIFANO, JR.
--------------------------------------
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ THOMAS G. DENOMME
--------------------------------------
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ ROBERT J. EATON
--------------------------------------
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ EARL G. GRAVES
--------------------------------------
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ KENT KRESA
--------------------------------------
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ ROBERT J. LANIGAN
--------------------------------------
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ ROBERT A. LUTZ
--------------------------------------
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ PETER A. MAGOWAN
--------------------------------------
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ JOHN B. NEFF
--------------------------------------
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ MALCOLM T. STAMPER
--------------------------------------
<PAGE> 14
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, RICHARD D. HOUTMAN and HOLLY E. LEESE, or any one or more of them, to
be his agent, proxy and attorney-in-fact, to sign and execute in his name, place
and stead and on his behalf, and to file with the Securities and Exchange
Commission, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $1,500,000,000 in principal amount of
Debt Securities of Chrysler Corporation, and any and all further amendments to
such Registration Statement that may be necessary or desirable, hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
11th day of February, 1997.
/s/ LYNTON R. WILSON
--------------------------------------
<PAGE> 1
EXHIBIT 25
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)
------------------------
STATE STREET BANK AND TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
Massachusetts
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
04-1867445
(I.R.S. Employer
Identification No.)
225 Franklin Street, Boston, Massachusetts
(Address of principal executive offices)
02110
(Zip Code)
JOHN R. TOWERS, ESQ.
Senior Vice President and Corporate Secretary
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)
------------------------
CHRYSLER CORPORATION
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
38-2673623
(I.R.S. Employer
Identification No.)
1000 Chrysler Drive
Auburn Hills, Michigan 48326-2766
(Address of principal executive offices) (Zip Code)
------------------------
Debt Securities
(Title of indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington, D.C.,
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee or of its parent, State
Street Boston Corporation.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
1. A copy of the articles of association of the trustee as now in
effect.
A copy of the Articles of Association of the trustee, as now in
effect, is on file with the Securities and Exchange Commission as
Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration
Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated
herein by reference thereto.
2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee to
commence business was necessary or issued is on file with the Securities
and Exchange Commission as Exhibit 2 to Amendment No. 1 to the Statement
of Eligibility and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.
3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the documents
specified in paragraph (1) or (2), above.
A copy of the authorization of the trustee to exercise corporate
trust powers is on file with the Securities and Exchange Commission as
Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration
Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated
herein by reference thereto.
4. A copy of the existing by-laws of the trustee, or instruments
corresponding thereto.
A copy of the by-laws of the trustee, as now in effect, is on file
with the Securities and Exchange Commission as Exhibit 4 to the
Statement of Eligibility and Qualification of Trustee (Form T-1) filed
with the Registration Statement of Eastern Edison Company (File No.
33-37823) and is incorporated herein by reference thereto.
1
<PAGE> 3
5. A copy of each indenture referred to in Item 4. if the obligor is
in default.
Not applicable.
6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of the Act is
annexed hereto as Exhibit 6 and made a part hereof.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 23rd day of January, 1997.
STATE STREET BANK AND TRUST COMPANY
By: /s/ BRIAN J. CURTIS
------------------------------------
Brian J. Curtis
Assistant Vice President
2
<PAGE> 4
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by Chrysler
Corporation of its Debt Securities, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ BRIAN J. CURTIS
------------------------------------
Brian J. Curtis
Assistant Vice President
Dated: January 23, 1997
<PAGE> 5
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business June 30,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).
<TABLE>
<CAPTION>
THOUSANDS OF
DOLLARS
------------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......................... 1,787,130
Interest-bearing balances.................................................. 7,756,486
Securities................................................................... 8,430,910
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and its Edge subsidiary....................... 4,090,665
Loans and lease financing receivables:
Loans and leases, net of unearned income............. 4,426,059
Allowance for loan and lease losses.................. 70,088
Loans and leases, net of unearned income and allowances.................... 4,355,971
Assets held in trading accounts.............................................. 880,647
Premises and fixed assets.................................................... 367,731
Other real estate owned...................................................... 1,067
Investments in unconsolidated subsidiaries................................... 65,772
Customers' liability to this bank on acceptances outstanding................. 33,530
Intangible assets............................................................ 68,505
Other assets................................................................. 1,002,465
----------
Total assets................................................................. 28,840,879
==========
LIABILITIES
Deposits:
In domestic offices........................................................ 7,531,683
Noninterest-bearing.................................. 5,387,924
Interest-bearing..................................... 2,143,759
In foreign offices and Edge subsidiary..................................... 12,050,265
Noninterest-bearing.................................. 46,768
Interest-bearing..................................... 12,003,497
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge subsidiary.................... 5,337,231
Demand notes issued to the U.S. Treasury and Trading Liabilities............. 871,847
Other borrowed money......................................................... 794,349
Bank's liability on acceptances executed and outstanding..................... 33,530
Other liabilities............................................................ 665,616
----------
Total liabilities............................................................ 27,284,521
----------
EQUITY CAPITAL
Common stock................................................................. 29,931
Surplus...................................................................... 276,915
Undivided profits............................................................ 1,247,942
Cumulative foreign currency translation adjustments.......................... 1,570
----------
Total equity capital......................................................... 1,556,358
----------
Total liabilities and equity capital......................................... 28,840,879
==========
</TABLE>
<PAGE> 6
I, Rex S. Schuette, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
