<PAGE> 1
As Filed with the Securities and Exchange Commission on February 14, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
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)
Copies of Correspondence to:
PAUL H. WILSON, JR.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
(212) 909-6000
------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7.45% Debentures due 2097,
Series B................... $500,000,000 100% $500,000,000 $151,516
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 promulgated under the Securities Act of 1933, as
amended.
------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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, DATED FEBRUARY 14, 1997
PROSPECTUS
[CHRYSLER CORPORATION LOGO]
OFFER TO EXCHANGE 7.45% DEBENTURES DUE 2097, SERIES B
FOR ANY AND ALL EXISTING DEBENTURES (AS DEFINED BELOW)
-------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1997, UNLESS EXTENDED. AS DESCRIBED HEREIN, WITHDRAWAL RIGHTS WITH
RESPECT TO THE EXCHANGE OFFER ARE EXPECTED TO EXPIRE AT THE EXPIRATION OF THE
EXCHANGE OFFER.
Chrysler Corporation, a Delaware corporation ("Chrysler" or the "Company"),
hereby offers (the "Exchange Offer"), upon the terms and subject to the
conditions set forth in this Prospectus (the "Prospectus") and the accompanying
Letter of Transmittal (the "Letter of Transmittal"), to exchange up to
$500,000,000 aggregate principal amount of its 7.45% Debentures due 2097, Series
B (the "New Debentures"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which this Prospectus is a part, for a like principal amount of its issued and
outstanding 7.45% Debentures due 2097 (the "Existing Debentures"). The New
Debentures and the Existing Debentures, as the case may be, are referred to
herein as the "Debentures." The Existing Debentures were originally issued and
sold in a transaction that was exempt from registration under the Securities Act
and resold to certain qualified institutional buyers in reliance on, and subject
to the restrictions imposed pursuant to, Rule 144A under the Securities Act
("Rule 144A"). The terms of the New Debentures are identical in all material
respects to the terms of the Existing Debentures except that the New Debentures
do not contain terms with respect to interest rate step-ups and the New
Debentures have been registered under the Securities Act and will not bear
legends restricting the transferability thereof. See "Description of
Debentures."
The New 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 New 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 20 basis points, together in either case with accrued
interest to the date of the redemption. Upon the occurrence of a Tax Event (as
defined herein), the Company will have the right (x) to shorten the maturity of
the New Debentures to the minimum extent required so that the interest paid on
the New Debentures will be deductible for United States federal income tax
purposes or (y) under certain circumstances to redeem the New Debentures in
whole (but not in part) at a redemption price equal to the greater of (i) 100%
of the principal amount of the New Debentures and (ii) the sum of the present
values of the Remaining Scheduled Payments discounted to the redemption date on
a semiannual basis at the Treasury Rate plus 35 basis points, together in either
case with accrued interest to the date of redemption. See "Description of
Debentures -- Optional Redemption" and " -- Conditional Right to Shorten
Maturity."
The Exchange Offer is not conditioned upon any minimum number of Existing
Debentures being tendered. The Exchange Offer will expire at 5:00 p.m., New York
City time, on , 1997, unless extended (the "Expiration Date").
Subject to the terms and conditions of the Exchange Offer, including the
reservation of certain rights by Chrysler and the right of holders of Existing
Debentures to withdraw tenders at any time prior to the acceptance thereof, any
and all Existing Debentures validly tendered prior to the Expiration Date will
be accepted on or promptly after the Expiration Date. New Debentures to be
issued in exchange for properly tendered Existing Debentures will be delivered
through the facilities of The Depository Trust Company by the Exchange Agent (as
defined herein) promptly after the acceptance thereof. In the event Chrysler
terminates the Exchange Offer and does not accept for exchange any Existing
Debentures, Chrysler will promptly return the Existing Debentures to the holders
thereof. See "The Exchange Offer."
(Continued on next page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY 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> 3
(Cover Page Continued)
Based on interpretations by the Staff of the Securities and Exchange
Commission (the "Commission" or "SEC") as set forth in no-action letters issued
to third parties, Chrysler believes the New Debentures issued pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
any holder thereof (other than any such holder that is a broker-dealer or an
"affiliate" of Chrysler within the meaning of Rule 405 under the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that (i) such New Debentures are acquired in the
ordinary course of business, (ii) at the time of the commencement of the
Exchange Offer such holder has no arrangement with any person to participate in
a distribution of the New Debentures and (iii) such holder is not engaged in,
and does not intend to engage in, a distribution of the New Debentures. However,
the Commission has not considered the Exchange Offer in the context of a
no-action letter and therefore there can be no assurance that the Staff of the
Commission would make a similar determination with respect to the Exchange Offer
as in such other circumstances. Each holder of Existing Debentures that desires
to participate in the Exchange Offer will be required to make certain
representations described in "The Exchange Offer -- Terms of the Exchange
Offer."
Each broker-dealer that receives New Debentures for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Debentures. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Debentures where such Existing Debentures were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. As described more fully herein, for a period of 180 days after the
Expiration Date (as defined herein), Chrysler will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"The Exchange Offer" and "Plan of Distribution."
The New 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. Settlement for the New Debentures will be made
in immediately available funds. The New 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."
There has not previously been any public market for the New Debentures.
Chrysler does not intend to list the New Debentures on any securities exchange
or to seek approval for quotation through any automated quotation system. There
can be no assurance that an active market for the New Debentures will develop.
Moreover, to the extent that Existing Debentures are tendered and accepted in
the Exchange Offer, the trading market, if any, for untendered and tendered but
unaccepted Existing Debentures could be adversely affected.
Chrysler will not receive any proceeds from the Exchange Offer. The Company
has agreed to pay the expenses of the Exchange Offer. No dealer manager is being
utilized in connection with the Exchange Offer.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF EXISTING DEBENTURES IN ANY JURISDICTION
IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES AND BLUE SKY LAWS OF SUCH JURISDICTION.
-------------------------
<PAGE> 4
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
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, with respect to the New Debentures 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 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 Debentures, 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 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> 5
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial statements (including the notes thereto)
appearing elsewhere or incorporated by reference in this Prospectus.
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. 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.
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.
THE EXCHANGE OFFER
REGISTRATION AGREEMENT.......... The Existing Debentures were issued on
February 5, 1997 to the initial purchasers
(the "Initial Purchasers") of the Existing
Debentures. The Initial Purchasers resold the
Existing Debentures to certain qualified
institutional buyers in reliance on, and
subject to the restrictions imposed pursuant
to, Rule 144A. In connection therewith, the
Company and the Initial Purchasers entered
into the Registration Agreement, dated
February 5, 1997 (the "Registration
Agreement"), providing, among other things,
for the Exchange Offer. See "The Exchange
Offer."
THE EXCHANGE OFFER.............. New Debentures are being offered in exchange
for an equal principal amount of Existing
Debentures. As of the date hereof,
$500,000,000 aggregate principal amount of
Existing Debentures is outstanding. Existing
Debentures may be tendered only in integral
multiples of $1,000.
3
<PAGE> 6
RESALE OF NEW DEBENTURES........ Based on interpretations by the Staff of the
Commission as set forth in no-action letters
issued to third parties, the Company believes
that the New Debentures issued pursuant to
the Exchange Offer may be offered for resale,
resold or otherwise transferred by any holder
thereof (other than any such holder that is a
broker-dealer or an "affiliate" of the
Company within the meaning of Rule 405 under
the Securities Act) without compliance with
the registration and prospectus delivery
provisions of the Securities Act, provided
that (i) such New Debentures are acquired in
the ordinary course of business, (ii) at the
time of the commencement of the Exchange
Offer such holder has no arrangement with any
person to participate in a distribution of
the New Debentures and (iii) such holder is
not engaged in, and does not intend to engage
in, a distribution of the New Debentures. By
tendering Existing Debentures in exchange for
New Debentures, each holder will represent to
the Company that: (i) it is not such an
affiliate of the Company, (ii) any New
Debentures to be received by it will be
acquired in the ordinary course of business
and (iii) at the time of the commencement of
the Exchange Offer it had no arrangement with
any person to participate in a distribution
of the New Debentures and, if such holder is
not a broker-dealer, it is not engaged in,
and does not intend to engage in, a
distribution of New Debentures. If a holder
of Existing Debentures is unable to make the
foregoing representations, such holder may
not rely on the applicable interpretations of
the Staff of the Commission and must comply
with the registration and prospectus delivery
requirements of the Securities Act in
connection with any secondary resale
transaction.
Each broker-dealer that receives New
Debentures for its own account pursuant to
the Exchange Offer must acknowledge that it
will deliver a prospectus in connection with
any resale of such New Debentures. The Letter
of Transmittal states that by so
acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit
that it is an "underwriter" within the
meaning of the Securities Act. This
Prospectus, as it may be amended or
supplemented from time to time, may be used
by a broker-dealer in connection with resales
of New Debentures where such Existing
Debentures were acquired by such
broker-dealer as a result of market-making
activities or other trading activities. The
Company has agreed that, starting on the
Expiration Date and ending on the close of
business 180 days after the Expiration Date,
it will make this Prospectus available to any
Participating Broker-Dealer for use in
connection with any such resale. See "Plan of
Distribution."
To comply with the securities laws of certain
jurisdictions, it may be necessary to qualify
for sale or register the New Debentures prior
to offering or selling such New Debentures.
The Company has agreed, pursuant to the
Registration Agreement and subject to certain
specified limitations
4
<PAGE> 7
therein, to register or qualify the New
Debentures for offer or sale under the
securities or "blue sky" laws of such
jurisdictions as may be necessary to permit
the holders of New Debentures to trade the
New Debentures without any restrictions or
limitations under the securities laws of the
several states of the United States.
CONSEQUENCES OF FAILURE TO
EXCHANGE EXISTING DEBENTURES.... Upon consummation of the Exchange Offer,
subject to certain limited exceptions,
holders of Existing Debentures who do not
exchange their Existing Debentures for New
Debentures in the Exchange Offer will no
longer be entitled to registration rights and
will not be able to offer or sell their
Existing Debentures, unless such Existing
Debentures are subsequently registered under
the Securities Act (which, subject to certain
limited exceptions, the Company will have no
obligation to do), except pursuant to an
exemption from, or in a transaction not
subject to, the Securities Act and applicable
state securities laws. See "The Exchange
Offer -- Terms of the Exchange Offer" and "--
Consequences of Failure to Exchange."
EXPIRATION DATE................. 5:00 p.m., New York City time, on
, 1997 (30 calendar
days following the commencement of the
Exchange Offer), unless the Exchange Offer is
extended, in which case the term "Expiration
Date" means the latest date and time to which
the Exchange Offer is extended.
INTEREST ON THE NEW
DEBENTURES...................... The New Debentures will accrue interest at
rate of 7.45% per annum from February 5,
1997, the issue date of the Existing
Debentures. Interest on the New Debentures is
payable on February 1 and August 1 of each
year.
CONDITIONS TO THE EXCHANGE
OFFER........................... The Exchange Offer is not conditioned upon
any minimum principal amount of Existing
Debentures being tendered for exchange.
However, the Exchange Offer is subject to
certain customary conditions, which may be
waived by the Company. See "The Exchange
Offer -- Conditions." Except for the
requirements of applicable federal and state
securities laws, there are no federal or
state regulatory requirements to be complied
with or obtained by the Company in connection
with the Exchange Offer.
PROCEDURES FOR TENDERING
EXISTING DEBENTURES............. Each holder of Existing Debentures wishing to
accept the Exchange Offer must complete, sign
and date the Letter of Transmittal, or a
facsimile thereof, in accordance with the
instructions contained herein and therein,
and mail or otherwise deliver such Letter of
Transmittal, or such facsimile, together with
any other required documentation to the
Exchange Agent (as defined herein) at the
address set forth herein and effect a tender
of Existing Debentures pursuant to the
procedures for book-entry transfer as
provided for herein. See "The Exchange Offer
-- Procedures for Tendering" and "-- Book
Entry Transfer."
5
<PAGE> 8
GUARANTEED DELIVERY
PROCEDURES...................... Holders of Existing Debentures who wish to
tender their Existing Debentures and who
cannot deliver their Existing Debentures and
a properly completed Letter of Transmittal or
any other documents required by the Letter of
Transmittal to the Exchange Agent prior to
the Expiration Date may tender their Existing
Debentures according to the guaranteed
delivery procedures set forth in "The
Exchange Offer -- Guaranteed Delivery
Procedures."
WITHDRAWAL RIGHTS............... Tenders of Existing Debentures may be
withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date. To
withdraw a tender of Existing Debentures, a
written or facsimile transmission notice of
withdrawal must be received by the Exchange
Agent at its address set forth herein under
"The Exchange Offer -- Exchange Agent" prior
to 5:00 p.m., New York City time, on the
Expiration Date.
ACCEPTANCE OF EXISTING
DEBENTURES AND DELIVERY OF NEW
DEBENTURES...................... Subject to certain conditions, any and all
Existing Debentures that are properly
tendered in the Exchange Offer prior to 5:00
p.m., New York City time, on the Expiration
Date will be accepted for exchange. The New
Debentures issued pursuant to the Exchange
Offer will be delivered promptly following
the Expiration Date. See "The Exchange Offer
-- Terms of the Exchange Offer."
CERTAIN UNITED STATES TAX
CONSEQUENCES.................... The exchange of Existing Debentures for New
Debentures will not constitute a taxable
exchange for United States federal income tax
purposes. See "Certain United States Federal
Income Tax Consequences."
EXCHANGE AGENT.................. State Street Bank and Trust Company is
serving as exchange agent (the "Exchange
Agent") in connection with the Exchange
Offer.
FEES AND EXPENSES............... All expenses incident to the Company's
consummation of the Exchange Offer and
compliance with the Registration Agreement
will be borne by the Company. See "The
Exchange Offer -- Fees and Expenses."
USE OF PROCEEDS................. There will be no cash proceeds payable to
Chrysler from the issuance of the New
Debentures pursuant to the Exchange Offer.
The proceeds from the sale of the Existing
Debentures were used to replace cash used in
the repurchase of certain trust certificates
guaranteed by the Company. See "Use of
Proceeds."
6
<PAGE> 9
SUMMARY OF TERMS OF NEW DEBENTURES
The Exchange Offer relates to the exchange of up to $500,000,000 aggregate
principal amount of Existing Debentures for up to an equal aggregate principal
amount of New Debentures. New Debentures will be entitled to the benefits of the
same Indenture (as defined herein) that governs the Existing Debentures and will
govern the New Debentures. The form and terms of the New Debentures are
identical in all material respects as the form and terms of the Existing
Debentures, except that the New Debentures do not contain terms with respect to
interest rate step-up provisions and the New Debentures have been registered
under the Securities Act and will not bear legends restricting the
transferability thereof. See "Description of Debentures."
MATURITY DATE................... February 1, 2097.
INTEREST PAYMENT DATES.......... February 1, and August 1, commencing on
August 1, 1997.
OPTIONAL REDEMPTION............. The New 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 nor more than 60 days'
notice, 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
20 basis points, together in either case with
accrued interest to the date of redemption.
See "Description of Debentures -- Optional
Redemption."
TAX EVENT PROVISIONS............ Upon the occurrence of a Tax Event (as
defined herein), the Company will have the
right (i) to shorten the maturity of the New
Debentures to the minimum extent required so
that interest payable on the New Debentures
will be deductible for United States federal
income tax purposes or (ii) under certain
circumstances, to redeem the New Debentures
in whole (but not in part) at a redemption
price equal to the greater of (x) 100% of the
principal amount of the New Debentures and
(y) the sum of the present values of the
Remaining Scheduled Payments discounted to
the redemption date on a semiannual basis at
the Treasury Rate plus 35 basis points,
together in either case with accrued interest
to the date of redemption. See "Description
of Debentures -- Shortening of Maturity" and
"-- Optional Redemption."
RANKING......................... The New Debentures will rank equally with all
other unsecured and unsubordinated
indebtedness of the Company. See "Description
of Debentures."
7
<PAGE> 10
USE OF PROCEEDS
There will be no cash proceeds payable to Chrysler from the issuance of the
New Debentures pursuant to the Exchange Offer. The proceeds from the sale of the
Existing Debentures were used to replace cash used in the repurchase in December
1996 of a portion of the Auburn Hills Trust Guaranteed Exchangeable Certificates
Due 2020. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."
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
- ---- ---- ---- ---- ----
<C> <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.
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 the issuance on February 5, 1997 of
$500,000,000 aggregate principal amount of the Existing Debentures. 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
-------------------
AS
ACTUAL ADJUSTED
------- --------
(IN MILLIONS)
<S> <C> <C>
Short-Term Debt:
Short-term debt........................................... $ 346 $ 346
Long-term debt due within one year........................ 22 22
------- -------
TOTAL SHORT-TERM DEBT.................................. 368 368
Long-Term Debt:
TOTAL LONG-TERM DEBT................................... 1,206 1,696
SHAREHOLDERS' EQUITY........................................ 11,571 11,571
------- -------
TOTAL CAPITALIZATION........................................ $13,145 $13,635
======= =======
</TABLE>
8
<PAGE> 11
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>
- -------------------------
* 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 Rent-A-Car System, Inc.
("Thrifty"), a charge of $50 million ($31 million after taxes) for lump sum
9
<PAGE> 12
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 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.
10
<PAGE> 13
<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.
11
<PAGE> 14
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.
12
<PAGE> 15
In December 1996, Chrysler extinguished $550 million, or 50 percent, of the
outstanding principal amount of 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 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.
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
13
<PAGE> 16
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>
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
14
<PAGE> 17
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, 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.
15
<PAGE> 18
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 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.
16
<PAGE> 19
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 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.
17
<PAGE> 20
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 the Auburn Hills Trust
Guaranteed Exchangeable Certificates Due 2020 (the "Certificates") 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 the Existing Debentures 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 Outlook section are forward-looking
statements that involve numerous risks and uncertainties. Actual results may
differ materially.
18
<PAGE> 21
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
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 adopted this accounting standard on a prospective
basis on January 1, 1997, as required.
19
<PAGE> 22
THE EXCHANGE OFFER
The summary herein of certain provisions of the Registration Agreement does
not purport to be complete and reference is made to the provisions of the
Registration Agreement, which has been filed as an exhibit to the Registration
Statement and a copy of which is available as set forth under the heading
"Available Information."
TERMS OF THE EXCHANGE OFFER
General
In connection with the issuance of the Existing Debentures pursuant to a
Purchase Agreement, dated February 5, 1997, between the Company and the Initial
Purchasers, the Initial Purchasers and their respective assignees became
entitled to the benefits of the Registration Agreement.
Under the Registration Agreement, the Company has agreed (i) to file with
the Commission within 60 days after February 5, 1997, the date the Existing
Debentures were issued (the "Issue Date"), the Registration Statement of which
this Prospectus is a part with respect to a registered offer to exchange the
Existing Debentures for the New Debentures, (ii) to use its best efforts to
cause the Registration Statement to be declared effective under the Securities
Act within 150 days after the Issue Date and (iii) to use its best efforts to
consummate the Exchange Offer within 180 calendar days after the Issue Date. The
Company will keep the Exchange Offer open for not less than 30 days after the
date notice of the Exchange Offer is mailed to holders of the Existing
Debentures. The Exchange Offer being made hereby, if commenced and consummated
within the time periods described in this paragraph, will satisfy those
requirements under the Registration Agreement.
Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, all Existing Debentures validly tendered and
not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date
will be accepted for exchange. New Debentures will be issued in exchange for an
equal principal amount of outstanding Existing Debentures accepted in the
Exchange Offer. Existing Debentures may be tendered only in integral multiples
of $1,000. This Prospectus, together with the Letter of Transmittal, is being
sent to all registered holders as of , 1997. The Exchange Offer
is not conditioned upon any minimum principal amount of Existing Debentures
being tendered for exchange. However, the obligation to accept Existing
Debentures for exchange pursuant to the Exchange Offer is subject to certain
conditions as set forth herein under "-- Conditions."
Existing Debentures shall be deemed to have been accepted as validly
tendered when, as and if the Company has given oral or written notice thereof to
the Exchange Agent. The Exchange Agent will act as agent for the tendering
holders of Existing Debentures for the purposes of receiving the New Debentures
and delivering New Debentures to such holders.
Based on interpretations by the Staff of the Commission as set forth in
no-action letters issued to third parties, the Company believes that the New
Debentures issued pursuant to the Exchange Offer may be offered for resale,
resold and otherwise transferred by any holder thereof (other than any such
holder that is a broker-dealer or an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that (i) such New Debentures are acquired in the ordinary course of business,
(ii) at the time of the commencement of the Exchange Offer such holder has no
arrangement with any person to participate in a distribution of such New
Debentures and (iii) such holder is not engaged in, and does not intend to
engage in, a distribution of such New Debentures. The Company has not sought,
and does not intend to seek, a no-action letter from the Commission with respect
to the effects of the Exchange Offer, and there can be no assurance that the
Staff would make a similar determination with respect to the New Debentures as
it has in such no-action letters.
By tendering Existing Debentures in exchange for New Debentures and
executing the Letter of Transmittal, each holder will represent to the Company
that: (i) it is not an affiliate of the Company, (ii) any New Debentures to be
received by it will be acquired in the ordinary course of business and
20
<PAGE> 23
(iii) at the time of the commencement of the Exchange Offer it had no
arrangement with any person to participate in a distribution of the New
Debentures and, if such holder is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of New Debentures. If a holder of
Existing Debentures is unable to make the foregoing representations, such holder
may not rely on the applicable interpretations of the Staff of the Commission
and must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any secondary resale transaction unless
such sale is made pursuant to an exemption from such requirements.
Each broker-dealer that receives New Debentures for its own account in
exchange for Existing Debentures where such Existing Debentures were acquired by
such broker-dealer as a result of market-making or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any resale
of such New Debentures. See "Plan of Distribution."
Upon consummation of the Exchange Offer, subject to certain limited
exceptions, holders of Existing Debentures who do not exchange their Existing
Debentures for New Debentures in the Exchange Offer will no longer be entitled
to registration rights and will not be able to offer or sell their Existing
Debentures, unless such Existing Debentures are subsequently registered under
the Securities Act (which, subject to certain limited exceptions, the Company
will have no obligation to do), except pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable state securities
laws.
Expiration Date; Extensions; Amendments; Termination
The term "Expiration Date" shall mean , 1997 (30 calendar days
following the commencement of the Exchange Offer), unless the Company, in its
sole discretion, extends the Exchange Offer, in which case the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended.
Notwithstanding any extension of the Exchange Offer, if the Exchange Offer is
not consummated by , 1997, the interest rate borne by the Existing
Debentures will increase as provided in the Existing Debentures.
To extend the Expiration Date, the Company will notify the Exchange Agent
of any extension by oral or written notice and will notify the holders of the
Existing Debentures by means of a press release or other public announcement
prior to 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. Such announcement may state that the
Company is extending the Exchange Offer for a specified period of time.
The Company reserves the right (i) to delay acceptance of any Existing
Debentures, to extend the Exchange Offer or to terminate the Exchange Offer and
not permit acceptance of Existing Debentures not previously accepted if any of
the conditions set forth herein under "-- Conditions" shall have occurred and
shall not have been waived by the Company, by giving oral or written notice of
such delay, extension or termination to the Exchange Agent, or (ii) to amend the
terms of the Exchange Offer in any manner deemed by it to be advantageous to the
holders of the Existing Debentures. Any such delay in acceptance, extension,
termination or amendment will be followed as promptly as practicable by oral or
written notice thereof to the Exchange Agent. If the Exchange Offer is amended
in a manner determined by the Company to constitute a material change, the
Company will promptly disclose such amendment in a manner reasonably calculated
to inform the holders of the Existing Debentures of such amendment.
In addition, if at any time the Company shall determine in good faith that
consummation of the Exchange Offer would result in more than an insubstantial
increase in the risk that interest payable by the Company on the Existing
Debentures or the New Debentures would not be deductible, in whole or in part,
by the Company for United States federal income tax purposes, the Company may
elect (a) to delay consummation of the Exchange Offer and/or (b) to file at any
time, in lieu of effecting a registration with respect to New Debentures, a
shelf registration statement covering resales of the Existing Debentures. Upon
the occurrence of a Tax Event (as defined herein), the Company will have the
right, under certain circumstances, to redeem the Debentures in whole (but not
in part). See "Description of Debentures -- Conditional Right to Shorten
Maturity" and "-- Optional Redemption."
Without limiting the manner in which the Company may choose to make public
announcement of any delay, extension, amendment or termination of the Exchange
Offer, the Company shall have no
21
<PAGE> 24
obligations to publish, advertise, or otherwise communicate any such public
announcement, other than by making a timely release to an appropriate news
agency.
INTEREST ON THE NEW DEBENTURES
The New Debentures will accrue interest at the rate of 7.45% per annum from
the Issue Date of the Existing Debentures. Interest on the New Debentures is
payable on February 1 and August 1 of each year, commencing August 1, 1997.
PROCEDURES FOR TENDERING
To tender in the Exchange Offer, a holder must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the Letter of Transmittal, and mail or otherwise
deliver such Letter of Transmittal or such facsimile, together with any other
required documents, to the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date. In addition, either (i) a timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") of such Existing Debentures
into the Exchange Agent's account at The Depository Trust Company (the "Book-
Entry Transfer Facility") pursuant to the procedure for book-entry transfer
described below, must be received by the Exchange Agent prior to the Expiration
Date or (ii) the holder must comply with the guaranteed delivery procedures
described below. THE METHOD OF DELIVERY OF LETTERS OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY
IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OTHER REQUIRED
DOCUMENTS SHOULD BE SENT TO THE COMPANY. Delivery of all documents must be made
to the Exchange Agent at its address set forth below. Holders may also request
their respective brokers, dealers, commercial banks, trust companies or nominees
to effect such tender for such holders.
The tender by a holder of Existing Debentures will constitute an agreement
between such holder and the Company in accordance with the terms and subject to
the conditions set forth herein and in the Letter of Transmittal. Any beneficial
owner whose Existing Debentures are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and who wishes to tender should
contact such registered holder promptly and instruct such registered holder to
tender on his behalf.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by any member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor" institution within the meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution") unless the
Existing Debentures tendered pursuant thereto are tendered for the account of an
Eligible Institution.
If the Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such person should so indicate
when signing, and unless waived by the Company, evidence satisfactory to the
Company of their authority to so act must be submitted with the Letter of
Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt) and withdrawal of the tendered Existing Debentures will be determined
by the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Existing
Debentures not properly tendered or any Existing Debentures which, if accepted,
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to particular Existing Debentures. The Company's interpretation of the terms
and conditions of the Exchange Offer (including the instructions in the Letter
of Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Existing Debentures must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of
22
<PAGE> 25
defects or irregularities with respect to tenders of Existing Debentures, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Existing Debentures will not be deemed to have been made until such
irregularities have been cured or waived. Any Existing Debentures received by
the Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost to
such holder by the Exchange Agent, unless otherwise provided in the Letter of
Transmittal, as soon as practicable following the Expiration Date.
In addition, the Company reserves the right in its sole discretion, subject
to the provisions of the Indenture, to (i) purchase or make offers for any
Existing Debentures that remain outstanding subsequent to the Expiration Date
or, as set forth under "-- Conditions", to terminate the Exchange Offer in
accordance with the terms of the Registration Agreement, (ii) to redeem Existing
Debentures as a whole or in part at any time and from time to time, as set forth
under "Description of Debentures -- Optional Redemption" and (iii) to the extent
permitted by applicable law, purchase Existing Debentures in the open market, in
privately negotiated transactions or otherwise. The terms of any such purchases
or offers could differ from the terms of the Exchange Offer.
ACCEPTANCE OF EXISTING DEBENTURES FOR EXCHANGE; DELIVERY OF NEW DEBENTURES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
all Existing Debentures properly tendered will be accepted promptly after the
Expiration Date, and the New Debentures will be issued promptly after acceptance
of the Existing Debentures. See "-- Conditions." For purposes of the Exchange
Offer, Existing Debentures shall be deemed to have been accepted as validly
tendered for exchange when, as and if the Company has given oral or written
notice thereof to the Exchange Agent.
In all cases, issuance of New Debentures for Existing Debentures that are
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of a Book-Entry Confirmation of such
Existing Debentures into the Exchange Agent's account at the Book-Entry Transfer
Facility, a properly completed and duly executed Letter of Transmittal and all
other required documents. If any tendered Existing Debentures are not accepted
for any reason set forth in the terms and conditions of the Exchange Offer, such
unaccepted or such nonexchanged Existing Debentures will be credited to an
account maintained with such Book-Entry Transfer Facility as promptly as
practicable after the expiration or termination of the Exchange Offer.
BOOK-ENTRY TRANSFER
The Exchange Agent will make a request to establish an account with respect
to the Existing Debentures at the Book-Entry Transfer Facility for purposes of
the Exchange Offer within two business days after the date of this Prospectus.
Any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of Existing Debentures by
causing the Book-Entry Transfer Facility to transfer such Existing Debentures
into the Exchange Agent's account at the Book-Entry Transfer Facility in
accordance with such Book-Entry Transfer Facility's procedures for transfer.
However, the Letter of Transmittal or facsimile thereof with any required
signature guarantees and any other required documents must, in any case, be
transmitted to and received by the Exchange Agent at one of the addresses set
forth below under "-- Exchange Agent" on or prior to the Expiration Date or the
guaranteed delivery procedures described below must be complied with.
GUARANTEED DELIVERY PROCEDURES
If the procedures for book-entry transfer cannot be completed on a timely
basis, a tender may be effected if (i) the tender is made through an Eligible
Institution, (ii) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Existing Debentures and the amount of Existing Debentures tendered, stating that
the tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE")
23
<PAGE> 26
trading days after the date of execution of the Notice of Guaranteed Delivery, a
Book-Entry Confirmation and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent and (iii) a Book-Entry Confirmation and all other documents required by
the Letter of Transmittal are received by the Exchange Agent within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
WITHDRAWAL OF TENDERS
Tenders of Existing Debentures may be withdrawn at any time prior to 5:00
p.m., New York City time on the Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent prior to 5:00 p.m., New York City time on the
Expiration Date at one of the addresses set forth below under "-- Exchange
Agent." Any such notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility from which the Existing Debentures
were tendered, identify the principal amount of the Existing Debentures to be
withdrawn, and specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Existing Debentures and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notice will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Existing Debentures so withdrawn will be deemed not be have
been validly tendered for exchange for purposes of the Exchange Offer. Any
Existing Debentures which have been tendered for exchange but which are not
exchanged for any reason will be credited to an account maintained with such
Book-Entry Transfer Facility for the Existing Debentures as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Existing Debentures may be retendered by following one of the
procedures described under "-- Procedures for Tendering" and "-- Book-Entry
Transfer" above at any time on or prior to the Expiration Date.
CONDITIONS
Notwithstanding any other term of the Exchange Offer, Existing Debentures
will not be required to be accepted for exchange, nor will New Debentures be
issued in exchange for any Existing Debentures, and the Company may terminate or
amend the Exchange Offer as provided herein before the acceptance of such
Existing Debentures, if because of any change in law, or applicable
interpretations thereof by the Commission, the Company determines that it is not
permitted to effect the Exchange Offer. The Company has no obligation to, and
will not knowingly, permit acceptance of tenders of Existing Debentures from
Affiliates of the Company or from any other holder or holders who are not
eligible to participate in the Exchange Offer under applicable law or
interpretations thereof by the Staff of the Commission, or if the New Debentures
to be received by such holder or holders of Existing Debentures in the Exchange
Offer, upon receipt, will not be tradable by such holder without restriction
under the Securities Act and the Exchange Act and without material restrictions
under the "blue sky" or securities laws of substantially all of the states of
the United States.
24
<PAGE> 27
EXCHANGE AGENT
State Street Bank and Trust Company has been appointed as Exchange Agent
for the Exchange Offer. Questions and requests for assistance and requests for
additional copies of this Prospectus or of the Letter of Transmittal should be
directed to the Exchange Agent addressed as follows:
<TABLE>
<S> <C>
By Mail: By Hand:
State Street Bank and Trust Company State Street Bank and Trust Company
Two International Place, 4th Floor Two International Place, 4th Floor
Boston, Massachusetts 02110 Boston, Massachusetts 02110
Attention: Attention:
Telephone:
Facsimile:
</TABLE>
FEES AND EXPENSES
The expenses of soliciting tenders pursuant to the Exchange Offer will be
borne by the Company. The principal solicitation for tenders pursuant to the
Exchange Offer is being made by mail; however, additional solicitations may be
made by telegraph, telephone, telecopy or in person by officers and regular
employees of the Company.
The Company will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
the Exchange Agent for its reasonable out-of-pocket expenses in connection
therewith. The Company may also pay brokerage houses and other custodians,
nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them
in forwarding copies of the Prospectus and related documents to the beneficial
owners of the Existing Debentures, and in handling or forwarding tenders for
exchange.
The expenses to be incurred in connection with the Exchange Offer will be
paid by the Company, including fees and expenses of the Exchange Agent and
Trustee and accounting, legal, printing and related fees and expenses.
The Company will pay all transfer taxes, if any, applicable to the exchange
of Existing Debentures pursuant to the Exchange Offer. If, however, New
Debentures or Existing Debentures for principal amounts not tendered or accepted
for exchange are to be registered or issued in the name of any person other than
the registered holder of the Existing Debentures tendered, or if tendered
Existing Debentures are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Existing Debentures pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with the Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering holder.
CONSEQUENCES OF FAILURE TO EXCHANGE
Holders of Existing Debentures who do not exchange their Existing
Debentures for New Debentures pursuant to the Exchange Offer will continue to be
subject to the restrictions on transfer of such Existing Debentures as set forth
in the legend thereon as a consequence of the issuance of the Existing
Debentures pursuant to exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. In general, the Existing Debentures may not be offered or sold, unless
registered under the Securities Act, except pursuant to an exemption from, or in
a transaction not subject to, the Securities Act and applicable state securities
laws. The Company does not currently anticipate that it will register the
Existing Debentures under the Securities Act. To the extent that Existing
Debentures are tendered and accepted in the Exchange Offer, the trading market
for untendered and tendered but unaccepted Existing Debentures could be
adversely affected.
25
<PAGE> 28
DESCRIPTION OF DEBENTURES
GENERAL
The Existing Debentures were issued, and the New Debentures offered hereby
will 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 is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. 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.
The Debentures are limited to an aggregate principal amount of $500,000,000
and mature on February 1, 2097. The Debentures rank equally with all other
unsecured and unsubordinated indebtedness of the Company. The Debentures bear
interest at the rate of 7.45% per annum from February 5, 1997 or from the most
recent Interest Payment Date to which interest has been paid or provided for,
payable semiannually in arrears on February 1 and August 1 of each year,
beginning August 1, 1997, to the persons in whose names the Debentures are
registered at the close of business on January 15 or July 15, as the case may
be, next preceding such Interest Payment Date. 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 herein, individual Debentures will not be
issued. See "-- Book-Entry System."
CONDITIONAL RIGHT TO SHORTEN MATURITY
The Company intends to deduct interest paid on the Debentures for United
States federal income tax purposes. However, the Clinton Administration's budget
proposal for Fiscal Year 1998, released on February 6, 1997, contained a series
of proposed tax law changes that, if enacted, would prohibit an issuer from
deducting interest payments on debt instruments that have a maturity of more
than 40 years, such as the Debentures. The Administration's proposal specifies
that the changes would be effective for instruments issued on or after the date
of first Congressional committee action. Similar proposed tax law changes were
proposed by the Clinton Administration in 1996, but were not adopted. There can
be no assurance that legislation affecting the Company's ability to deduct
interest paid on the Debentures will not be enacted in the future or that any
such legislation would not be effective retroactively.
Upon the occurrence of a Tax Event (as defined below), the Company will
have the right to shorten the maturity of the Debentures to the minimum extent
required, in the opinion of nationally recognized independent tax counsel, such
that, after the shortening of the maturity, interest paid on the Debentures will
be deductible for United States federal income tax purposes or, if such counsel
is unable to opine definitively as to such a minimum period, the minimum extent
so required as determined in good faith by the Board of Directors of the
Company, after receipt of an opinion of such counsel regarding the applicable
legal standards. There can be no assurance that the Company would not exercise
its right to shorten the maturity of the Debentures upon the occurrence of such
a Tax Event or as to the period by which such maturity would be shortened. In
the event that the Company elects to exercise its right to shorten the maturity
of the Debentures on the occurrence of a Tax Event, the Company will mail a
notice of shortened maturity to each Holder of the Debentures by first-class
mail not more than 60 days after the occurrence of such Tax Event, stating the
new maturity date of the Debentures. Such notice shall be effective immediately
upon mailing.
26
<PAGE> 29
The Company believes that the Debentures should constitute indebtedness for
United States federal income tax purposes under current law and, in that case,
an exercise of its right to shorten the maturity of the Debentures would not be
a taxable event to beneficial owners of Debentures for such purposes. However,
the Company's exercise of its right to shorten the maturity of the Debentures
will be a taxable event for United States federal income tax purposes to
beneficial owners of Debentures if the Debentures are treated as equity for such
purposes before the maturity is shortened, assuming that the Debentures of
shortened maturity are treated as debt for such purposes.
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result of
(a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the foregoing,
an "Administrative or Judicial Action"), or (c) any amendment to, clarification
of, or change in any official position with respect to, or any interpretation
of, an Administrative or Judicial Action or a law or regulation of the United
States that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after February 5, 1997, there is
more than an insubstantial increase in the risk that interest paid by the
Company on the Debentures is not, or will not be, deductible, in whole or in
part, by the Company for United States federal income tax purposes.
OPTIONAL REDEMPTION
The Debentures are 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 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 20 basis points,
together in either case with accrued interest on the principal amount being
redeemed to the date of redemption.
In addition, if a Tax Event occurs and in the opinion of nationally
recognized independent tax counsel, there would, notwithstanding any shortening
of the maturity of the Debentures, be more than an insubstantial risk that
interest paid by the Company on the Debentures is not, or will not be,
deductible, in whole or in part, by the Company for United States federal income
tax purposes, the Company will have the right, within 90 days following the
occurrence of such Tax Event, to redeem the Debentures in whole (but not in
part), on not less than 30 or more than 60 days' notice mailed to Holders
thereof, at a redemption price equal to the greater of (i) 100% of the principal
amount of the Debentures 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 35 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 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.
27
<PAGE> 30
"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 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 time, on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Credit
Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated and their
respective successors and two other nationally recognized investment banking
firms that are Primary Treasury Dealers specified from time to time by the
Company; 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 nationally 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 any 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.
PAYMENT AND PAYING AGENTS
Payment of principal of, and premium, if any, on the Debentures will be
made against surrender of such Debentures at the Corporate Trust Office of The
First National Bank of Chicago in Chicago, Illinois. Payment of any installment
of interest on the Debentures will be made to the person in whose name such
Debenture is registered at the close of business on the regular record date for
such interest payment. 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 the paying agent 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 Debenture 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 Debenture will thereafter look only to the Company for payment thereof.
(Section 1003)
28
<PAGE> 31
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 Debentures 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)
"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
("Debt Securities") 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 Debentures, 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
29
<PAGE> 32
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 Debentures 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 Debentures, 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 Debentures to maturity.
Such deposit and termination is conditioned upon Chrysler's delivery of an
opinion of independent counsel that (a) the Holders of the Debentures 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 Debentures will not be
delisted as a result of the exercise of this option. Such termination will not
relieve Chrysler of its obligation to pay when due the principal of or interest
on the Debentures if the Debentures 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 the Debentures are defined in the
Indenture as being: (a) default for 30 days in payment of interest on any
Debenture, or default in payment of principal of or premium, if any, on any
Debenture when due; (b) default in the deposit of any sinking fund payment on
any Debenture when due; (c) default for 90 days after notice to Chrysler by the
Trustee or by the Holders of 10% in principal amount of the Debentures 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 Debentures 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 the
Debentures shall occur and be continuing, either the Trustee or the Holders of
25% in principal amount of the Debentures then outstanding may declare the
principal of all of the Debentures to be due and payable. (Section 502) The
Holders of a majority in principal amount of the Debentures then outstanding may
on behalf of the Holders of all Debentures waive any past default or event of
default with respect to the Debentures except a default not theretofore cured in
payment of the principal of or premium, if any, or interest on any Debenture 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 Debenture 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 the Debentures to act with
the required standard of care, to be indemnified by the
30
<PAGE> 33
Holders of the Debentures 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 Debentures 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 Debentures, (y) a request to enforce the Indenture
by the Holders of not less than 25% in aggregate principal amount of the
Debentures then outstanding and (z) an offer of reasonable indemnity. (Section
507) This provision will not prevent any Holder of Debentures from enforcing
payment of the principal thereof and premium, if any, and interest thereon at
the respective due dates thereof. (Section 508) The Holders of a majority in
aggregate principal amount of the Debentures then outstanding may direct the
time, method and place of conducting any proceedings for any remedy available to
the Trustee or exercising any trust or power conferred on it with respect to the
Debentures. 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 the Debentures not joining therein. (Section 512)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to the Debentures known to it, give to the
Holders of the Debentures 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
the Debentures, 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 the Debentures. (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 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 such
series of Debt Securities, except that no such supplemental indenture may,
without the consent of all Holders of the Debentures, (a) change the maturity of
the Debentures 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 the Debentures, 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 Debentures or the Indenture may be served upon the Trustee at its corporate
trust office. The Trustee will provide the Holders of the Debentures of any
series with prior written notice of any change in the address of such office.
The Trustee will serve as Security Registrar for the Debentures. The Trustee is
also trustee under an indenture dated as of July 15, 1987 between it and the
Company.
BOOK-ENTRY SYSTEM
The Debentures are represented by one or more Global Securities registered
in the name of the nominee of the Depositary. Each Global Security is issued in
a denomination equal to the outstanding Debentures represented thereby and is
held by or on behalf of the Depositary. Beneficial interests in the Global
Securities are shown on, and transfers thereof will be effected only through,
records maintained by the Depositary and its participants. Except as provided
below, Debentures in certificated form will not be issued.
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 Debentures represented thereby, a
31
<PAGE> 34
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)
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 Debentures represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall initially be
designated by the Initial Purchasers. 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 Debentures 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 Debentures represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Debentures and will not be considered the Holders
thereof under the Indenture.
Payments of principal of, premium, if any, and interest on individual
Debentures 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 the Debentures, any Paying Agent or the Security
Registrar for the Debentures 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, 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 the 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
Debentures 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 Debentures as to which such
participant or participants has or have given such direction.
If the Depositary 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 Debentures in exchange for the
Global Security or Securities representing such Debentures. In addition, the
Company may at any time and in its sole discretion determine not to have any
Debentures represented by one or more Global Securities and, in such event, will
issue individual Debentures in exchange for the Global Security or Securities
representing such Debentures. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debentures represented by such Global Security equal in principal
amount to such beneficial interest and to have such Debentures registered in its
name. Individual Debentures so issued will be issued as certificated Debentures
in denominations of $1,000 and integral multiples thereof. (Section 305)
32
<PAGE> 35
The Depositary has advised the Company and the Initial Purchasers 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 Initial Purchasers), 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.
SAME-DAY SETTLEMENT AND PAYMENT
All payments of principal of and interest on the Debentures will be made by
the Company in immediately available funds or the equivalent.
The Debentures 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.
ABSENCE OF A PUBLIC MARKET FOR THE DEBENTURES
Prior to the Exchange Offer, there has been no public market for the
Debentures. If such a market were to develop, the New Debentures could trade at
prices that may be higher or lower than their principal amount. Chrysler does
not intend to apply for listing of the New Debentures on any securities exchange
or for quotation of the New Debentures on The Nasdaq Stock Market's National
Market or otherwise. Chrysler has been advised by the Initial Purchasers that
they currently intend to make a market in the New Debentures, as permitted by
applicable laws and regulations, after consummation of the Exchange Offer. The
Initial Purchasers are not obligated, however, to make a market in the New
Debentures, and any such market making activity may be discontinued at any time
without notice at the sole discretion of the Initial Purchasers. There can be no
assurance as to the liquidity of the public market for the New Debentures or
that any active public market for the New Debentures will develop or continue.
If an active public market does not develop or continue, the market price and
liquidity of the New Debentures may be adversely affected.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the principal U.S. federal income tax
consequences to holders of the exchange of the Existing Debentures for New
Debentures pursuant to the Exchange Offer. This summary is intended to address
the beneficial owners of Debentures that are citizens or residents of the United
States, corporations, partnerships or other entities created or organized in or
under the laws of the United States or any State or the District of Columbia, or
estates or trusts that are not foreign estates or trusts for United States
federal income tax purposes, in each case, that hold the Debentures as capital
assets.
The exchange of Existing Debentures for New Debentures pursuant to the
Exchange Offer will not constitute a taxable exchange for United States federal
income tax purposes. As a result, a holder of an Existing Debenture whose
Existing Debenture is accepted in the Exchange Offer will not recognize gain or
loss on the exchange. A tendering holder's tax basis in the New Debentures
received pursuant to the Exchange Offer will be the same as such holder's tax
basis in the Existing Debentures surrendered therefor. A tendering holder's
holding period for the New Debentures received pursuant to the Exchange Offer
will include its holding period for the Existing Debentures surrendered
therefor.
33
<PAGE> 36
Upon the occurrence of a Tax Event, Chrysler may shorten the maturity of
the Debentures and, under certain circumstances, redeem the Debentures. See
"Description of Debentures -- Conditional Right to Shorten Maturity" and "--
Optional Redemption."
ALL HOLDERS OF EXISTING DEBENTURES ARE ADVISED TO CONSULT THEIR OWN TAX
ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE AND LOCAL TAX CONSEQUENCES
OF THE EXCHANGE OF EXISTING DEBENTURES FOR NEW DEBENTURES AND OF THE OWNERSHIP
AND DISPOSITION OF NEW DEBENTURES RECEIVED IN THE EXCHANGE OFFER IN LIGHT OF
THEIR OWN PARTICULAR CIRCUMSTANCES.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Debentures for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Debentures. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Debentures received in
exchange for Existing Debentures where such Existing Debentures were acquired as
a result of market-making activities or other trading activities. The Company
has agreed that, starting on the Expiration Date and ending on the close of
business 180 days after the Expiration Date, it will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.
The Company will not receive any proceeds from any sale of New Debentures
by broker-dealers. New Debentures received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Debentures or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Debentures. Any
broker-dealer that resells New Debentures that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Debentures may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Debentures and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Debentures) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the New Debentures (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the New Debentures 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.
34
<PAGE> 37
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.
35
<PAGE> 38
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND THE ACCOMPANYING LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE EXCHANGE AGENT. NEITHER THIS PROSPECTUS NOR THE
ACCOMPANYING LETTER OF TRANSMITTAL, OR BOTH TOGETHER, CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS, NOR THE ACCOMPANYING LETTER OF TRANSMITTAL, OR
BOTH TOGETHER, 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 DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
Prospectus Summary................... 3
Use of Proceeds...................... 8
Ratio of Earnings to Fixed Charges... 8
Capitalization....................... 8
Selected Financial Information....... 9
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 12
The Exchange Offer................... 20
Description of Debentures............ 26
Certain United States Federal Income
Tax Consequences................... 33
Plan of Distribution................. 34
Legal Matters........................ 34
Experts.............................. 35
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[CHRYSLER CORPORATION LOGO]
OFFER TO EXCHANGE
7.45% DEBENTURES DUE 2097, SERIES B,
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
7.45% DEBENTURES DUE 2097
PROSPECTUS
, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE> 39
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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, 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.
II-1
<PAGE> 40
(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 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."
II-2
<PAGE> 41
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 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.
II-3
<PAGE> 42
(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> 43
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C>
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>
II-5
<PAGE> 44
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<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-D-7 -- Appendix E to Indenture, dated as of March 1, 1985, as
amended and supplemented, between Chrysler Corporation and
State Street Bank and Trust company, as successor Trustee to
Manufacturers Hanover Trust Company.
*4-D-8 -- Appendix F to Indenture, dated as of March 1, 1985, as
amended and supplemented, between Chrysler Corporation and
State Street Bank and Trust Company, as successor Trustee to
Manufacturers Hanover Trust Company.
*4-D-9 -- Registration Agreement, dated February 5, 1997, by and among
Chrysler Corporation, Salomon Brothers Inc, Credit Suisse
First Boston Corporation and Morgan Stanley & Co.
Incorporated.
</TABLE>
II-6
<PAGE> 45
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C>
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.
*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. Filed as Exhibit 25 to Registration Statement
No. 333-21589 on Form S-3 of Chrysler Corporation, and
incorporated herein by reference.
</TABLE>
- -------------------------
* Filed herewith.
II-7
<PAGE> 46
(B) FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules of the Company for which provision is made in
the applicable accounting regulations of the Commission are not required, are
inapplicable or have been disclosed in the notes to the financial statements and
therefore have been omitted.
ITEM 22. UNDERTAKINGS.
(a) 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.
(b) 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.
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-8
<PAGE> 47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chrysler
Corporation has caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Auburn
Hills, State of Michigan, on the 14th 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 14, 1997
- ------------------------------------------------
Robert J. Eaton
PRINCIPAL FINANCIAL OFFICER:
/s/ GARY C. VALADE Executive Vice President February 14, 1997
- ------------------------------------------------ and Chief Financial Officer
Gary C. Valade
PRINCIPAL ACCOUNTING OFFICER:
JAMES D. DONLON* Controller February 14, 1997
- ------------------------------------------------
James D. Donlon
*By: /s/ H. E. LEESE February 14, 1997
-------------------------------------------
H. E. Leese
Attorney-in-Fact
</TABLE>
II-9
<PAGE> 48
SIGNATURES
Directors:
<TABLE>
<C> <S> <C>
LILYAN H. AFFINITO* Director February 14, 1997
- ------------------------------------------------
Lilyan H. Affinito
JAMES D. ALJIAN* Director February 14, 1997
- ------------------------------------------------
James D. Aljian
Director
- ------------------------------------------------
Robert E. Allen
JOSEPH A. CALIFANO, JR.* Director February 14, 1997
- ------------------------------------------------
Joseph A. Califano, Jr.
THOMAS G. DENOMME* Director February 14, 1997
- ------------------------------------------------
Thomas G. Denomme
ROBERT J. EATON* Director February 14, 1997
- ------------------------------------------------
Robert J. Eaton
EARL G. GRAVES* Director February 14, 1997
- ------------------------------------------------
Earl G. Graves
KENT KRESA* Director February 14, 1997
- ------------------------------------------------
Kent Kresa
ROBERT J. LANIGAN* Director February 14, 1997
- ------------------------------------------------
Robert J. Lanigan
ROBERT A. LUTZ* Director February 14, 1997
- ------------------------------------------------
Robert A. Lutz
PETER A. MAGOWAN* Director February 14, 1997
- ------------------------------------------------
Peter A. Magowan
JOHN B. NEFF* Director February 14, 1997
- ------------------------------------------------
John B. Neff
MALCOLM T. STAMPER* Director February 14, 1997
- ------------------------------------------------
Malcolm T. Stamper
LYNTON R. WILSON* Director February 14, 1997
- ------------------------------------------------
Lynton R. Wilson
*By: /s/ H. E. LEESE February 14, 1997
--------------------------------------------
H. E. Leese
Attorney-in-Fact
</TABLE>
II-10
<PAGE> 49
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C> <C>
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.
</TABLE>
- -------------------------
* Incorporated herein by reference.
<PAGE> 50
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C> <C>
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.
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-D-7 -- Appendix E to Indenture, dated as of March 1, 1985, as
amended and supplemented, between Chrysler Corporation and
State Street Bank and Trust Company, as successor Trustee to
Manufacturers Hanover Trust Company.
</TABLE>
- -------------------------
* Incorporated herein by reference.
<PAGE> 51
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C> <C> <C>
4-D-8 -- Appendix F to Indenture, dated as of March 1, 1985, as
amended and supplemented, between Chrysler Corporation and
State Street Bank and Trust Company, as successor Trustee to
Manufacturers Hanover Trust Company.
4-D-9 -- Registration Agreement, dated February 5, 1997, by and among
Chrysler Corporation, Salomon Brothers Inc, Credit Suisse
First Boston Corporation and Morgan Stanley & Co.
Incorporated.
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.
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. Filed as Exhibit 25 to Registration Statement
No. 333-21589 on Form S-3 of Chrysler Corporation, and
incorporated herein by reference.
</TABLE>
- -------------------------
* Incorporated herein by reference.
<PAGE> 1
EXHIBIT 4-D-7
APPENDIX E
to
INDENTURE
Dated as of March 1, 1985, between
CHRYSLER CORPORATION
and
STATE STREET BANK AND TRUST COMPANY
(as successor Trustee to Manufacturers Hanover Trust Company)
7.45% DEBENTURES DUE 2097
There is hereby created under this Indenture a series of Debt Securities
known and designated as the "7.45% Debentures due 2097" of the Company (in this
Appendix sometimes referred to as the "Debentures"). The aggregate principal
amount of Debentures which may be authenticated and delivered under this
Indenture is limited to $500,000,000, except for Debentures authenticated and
delivered upon transfer of, or in exchange for, or in lieu of, other Debentures
pursuant to Section 304, 305, 306 or 906.
The Stated Maturity of the Debentures shall be February 1, 2097, and the
Debentures shall bear interest at the rate of 7.45% per annum, from February 5,
1997, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable semiannually on February 1 and August 1 of
each year, commencing August 1, 1997, to the Persons in whose names the
Debentures (or any Predecessor Securities) are registered at the close of
business on the January 15 or July 15 next preceding such Interest Payment
Date, until the principal thereof is paid or made available for payment.
The Stated Maturity of the Debentures may be shortened by the Company as
set forth in the form thereof.
The Debentures shall be redeemable as set forth in the form thereof.
The Company shall notify the Trustee and the Paying Agent promptly upon
(a) the occurrence of a Tax Event (as defined in the form of Debenture) or (b)
an event that causes Additional Interest on the Debentures to commence to
accrue or to cease to accrue.
The Depositary for the Debentures shall be The Depository Trust Company
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Debenture, and thereafter the Depositary shall be such
successor Depositary.
With respect to the Debentures, the term "Rule 144A Legend" means a
legend, which shall be affixed to certificates representing the Debentures as
provided in the Debentures, in substantially the following form:
<PAGE> 2
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER
OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS THREE YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.
THE HOLDER HEREOF BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION AGREEMENT, DATED FEBRUARY 5, 1997,
RELATING TO THE SECURITIES.
The certificates evidencing the Debentures shall be in substantially the
following form:
Form of Face of Debenture
CHRYSLER CORPORATION
7.45% DEBENTURES DUE 2097
[If this Debenture is to be issued in the form of a Global Security
insert the following:
Unless and until this Debenture is exchanged in whole or in part for
one or more Debentures in definitive registered form, this Debenture may
not be transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary.]
[If this Debenture is required to bear the Rule 144A Legend insert the
following:
E-2
<PAGE> 3
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS THREE
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A. THE HOLDER HEREOF BY ITS ACCEPTANCE HEREOF
AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION AGREEMENT,
DATED FEBRUARY 5, 1997, RELATING TO THE SECURITIES.]
No. . . . . . . $ . . . . . . .
CHRYSLER CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars on February 1, 2097, and to pay interest thereon from February 5, 1997,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semiannually on February 1 and August 1 in each year,
commencing August 1, 1997, at the rate of 7.45% per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Debenture
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the January 15 or
July 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Debenture (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of
E-3
<PAGE> 4
Debentures not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payment of the principal of and interest on this
Debenture will be made at the office or agency of the Company maintained for
that purpose in Chicago, Illinois, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of, or by wire
transfer to an account designated by, the person entitled thereto as such
address shall appear on the Security Register.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
manual signature by the Trustee referred to on the reverse hereof, this
Debenture shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal by the manual or facsimile signatures of its
officers thereunto duly authorized.
Dated: CHRYSLER CORPORATION
[SEAL]
Attest: By
------------------------
- ------------------------- ---------------------------
Assistant Secretary
E-4
<PAGE> 5
Form of Reverse of Debenture
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (herein called the
"Debt Securities") of the series hereinafter specified, all issued and to be
issued under an Indenture (herein called the "Indenture") dated as of March 1,
1985, between the Company and MANUFACTURERS HANOVER TRUST COMPANY as Trustee
(herein called the "Trustee" which term includes State Street Bank and Trust
Company and any other successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. The Debt Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), and may otherwise vary as in the Indenture provided. This Debenture
is one of a series designated as the 7.45% Debentures due 2097 of the Company,
limited in aggregate principal amount to $500,000,000 (herein called the
"Debentures").
All references to "interest" in relation to the Debentures shall include
all interest payable on the Debentures, including any Additional Interest (as
defined herein), if applicable.
The following terms relate to Additional Interest:
(i) Except as provided in paragraph (ii), if (A) the Exchange Offer
Registration Statement (as such term is defined in the Registration
Agreement dated February 5, 1997 between the Company and the initial
purchasers named therein (the "Registration Agreement")) is not filed
with the Securities and Exchange Commission (the "Commission") on or
prior to the 60th day following February 5, 1997 (the "Closing Date")),
(B) the Exchange Offer Registration Statement is not declared effective
by the Commission on or prior to the 150th day following the Closing Date
or (C) the Registered Exchange Offer (as such term is defined in the
Registration Agreement) is not consummated and the Shelf Registration
Statement (as such term is defined in the Registration Agreement) is not
declared effective by the Commission on or prior to the 180th day
following the Closing Date, interest shall accrue on this Debenture (in
addition to the stated interest on the Debentures) from and including the
next day following each of (1) such 60-day period in the case of clause
(A) of this sentence, (2) such 150-day period in the case of clause (B)
of this sentence and (3) such 180-day period in the case of clause (C) of
this sentence at a rate per annum equal to 0.25% of the principal amount
of this Debenture (determined daily). The additional interest payable
pursuant to this subparagraph (i) will in no event accrue at a rate in
excess of 0.50% per annum of the principal amount of this Debenture
(determined daily). Upon (X) the filing of the Exchange Offer
Registration Statement after the 60-day period described in clause (A) of
the first sentence of this subparagraph (i), (Y) the effectiveness of the
Exchange Offer Registration Statement after the 150-day period described
in clause (B) of the first
E-5
<PAGE> 6
sentence of this subparagraph (i) or (Z) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case
may be, after the 180-day period described in clause (C) of the first
sentence of this subparagraph (i), the additional interest payable on
this Debenture attributable to the occurrence of any event described in
such clause (A), (B) or (C), as the case may be, shall cease to accrue
from the date of such filing, effectiveness or consummation, as the case
may be.
(ii) Notwithstanding the foregoing, if at any time the Company shall
determine in good faith that a Tax Contingency (as defined in the
Registration Agreement) exists, additional interest attributable to the
occurrence of any of the events described in clauses (A), (B) or (C) of
the first sentence of subparagraph (i) above shall cease to accrue, and
shall not accrue upon the occurrence of such event, from the date of such
determination. In such case, unless by the 240th day following the
Closing Date the Registered Exchange Offer has been consummated or the
Shelf Registration Statement has been declared effective, additional
interest shall accrue on this Debenture (in addition to the stated
interest on the Debentures) from and including the next day following
such 240-day period at a rate per annum equal to 0.50% of the principal
amount of this Debenture (determined daily). Upon the consummation of the
Registered Exchange Offer or the effectiveness of the Shelf Registration
Statement after such 240-day period, such additional interest shall cease
to accrue from the date of such consummation or effectiveness, as the
case may be.
(iii) In the event that a Shelf Registration Statement is declared
effective pursuant to the terms of the Registration Agreement, if the
Company fails to keep such Shelf Registration Statement continuously
effective or generally usable for resales for the period required by the
Registration Agreement, then from the next day following such time as the
Shelf Registration Statement is no longer effective or generally usable
until the earlier of (A) the date that the Shelf Registration Statement
is again deemed effective or generally usable, (B) the date that is the
third anniversary of the Closing Date or if Rule 144(k) under the Act is
amended to provide for a shorter restrictive period, such shorter period
(or, in the case of a Shelf Registration Statement filed at the request
of a broker dealer or an Initial Purchaser (as such term is defined in
the Registration Agreement), 180 days after the effective date), and (C)
the date as of which all of the Debentures are sold pursuant to the Shelf
Registration Statement, additional interest shall accrue on this
Debenture (in addition to the stated interest on the Debentures) at a
rate per annum equal to 0.25% of the principal amount of this Debenture
(determined daily); provided however that no such additional interest
shall accrue during any period specified in Section 3(c) of the
Registration Agreement during which use of the Prospectus contained in
the Shelf Registration Statement is suspended.
(iv) Any additional interest that accrues with respect to the
Debentures as provided in this paragraph is referred to as "Additional
Interest." For all purposes of the Indenture, this Appendix and the
Debentures, Additional Interest shall be treated as interest and shall be
payable on the same Interest Payment Dates and to the Holders of record
on the same record dates as would be the case for stated interest.
E-6
<PAGE> 7
The Debentures may be redeemed as a whole or in part, at the option of the
Company at any time and from time to time, upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date fixed for
redemption to the Holders of the Debentures at their address appearing in the
Security Register, all as provided in the Indenture, 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 20 basis points, together in either case with accrued interest on the
principal amount being redeemed to the date of redemption (but interest
installments whose Stated Maturity is on the Redemption Date will be payable to
the Holders of such Debentures, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Date referred to on the
face hereof) all as provided in the Indenture.
In addition, if a Tax Event occurs and in the opinion of nationally
recognized independent tax counsel, there would, notwithstanding any shortening
of the maturity of the Debentures, be more than an insubstantial risk that
interest paid by the Company on the Debentures is not, or will not be,
deductible, in whole or in part, by the Company for United States federal
income tax purposes, the Company will have the right, within 90 days following
the occurrence of such Tax Event, to redeem the Debentures in whole (but not in
part), on not less than 30 or more than 60 days' notice mailed to Holders of
the Debentures, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Debentures 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 35 basis points, together in either case with accrued
interest on the principal amount being redeemed to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker 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.
"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 highest and lowest 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
E-7
<PAGE> 8
Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time, on
the third business day preceding such redemption date.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Credit
Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated and their
respective successors and two other nationally recognized investment banking
firms that are Primary Treasury Dealers specified from time to time by the
Company; 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 nationally 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.
"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.
Upon the occurrence of a Tax Event, the Company shall have the right to
shorten the maturity of the Debentures to the minimum extent required, in the
opinion of nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the Debentures will be deductible
for United States federal income tax purposes or, if such counsel is unable to
opine definitively as to such a minimum period, the minimum extent so required
as determined in good faith by the Board of Directors of the Company, after
receipt of an opinion of such counsel regarding the applicable legal standards.
In the event that the Company elects to exercise its right to shorten the
maturity of the Debentures on the occurrence of a Tax Event, the Company will
mail a notice of shortened maturity to each Holder of the Debentures by
first-class mail not more than 60 days after the occurrence of such Tax Event,
stating the new maturity date of the Debentures. Such notice shall be
effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement,
E-8
<PAGE> 9
including any notice or announcement of intent to adopt or promulgate any
ruling, regulatory procedure or regulation (any of the foregoing, an
"Administrative or Judicial Action"), or (c) any amendment to, clarification
of, or change in any official position with respect to, or any interpretation
of, an Administrative or Judicial Action or a law or regulation of the United
States that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after February 5, 1997, there is
more than an insubstantial increase in the risk that interest paid by the
Company on the Debentures is not, or will not be, deductible, in whole or in
part, by the Company for United States federal income tax purposes.
In the event of redemption of this Debenture in part only, a new Debenture
or Debentures for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.
If an Event of Default, as defined in the Indenture, with respect to the
Debentures, shall occur and be continuing, the principal of all the Debentures
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities under the
Indenture at any time by the Company with the consent of the Holders of 66-2/3%
in aggregate principal amount of the Debt Securities of each series at the time
Outstanding and also permits the Company and the Trustee, in certain
circumstances, to amend the Indenture without notice to, or the consent of, the
Holders of any of the Debt Securities. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Debt Securities of any series at the time Outstanding, on behalf of the
Holders of all the Debt Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Debenture shall be conclusive and binding upon such holder and
upon all future Holders of this Debenture and of any Debenture issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Debenture.
Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Debt Securities except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Debenture or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, place, and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable on the Security Register of the
Company, upon surrender of this Debenture for registration of transfer at the
office or agency of the Company in Boston, Massachusetts duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Security Registrar and the Trustee duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Debentures of
E-9
<PAGE> 10
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
If so instructed by the Company pursuant to a Company Order, upon initial
issuance a Debenture shall bear the Rule 144A Legend, as provided in Appendix
E to the Indenture.
By its acceptance of any Debenture bearing the Rule 144A Legend, each
Holder of, and beneficial owner of an interest in, such Debenture acknowledges
the restrictions on transfer of such Debenture set forth in the Rule 144A
Legend and agrees that it will transfer such Debenture only in accordance with
the Rule 144A Legend. Upon the registration of transfer, exchange or
replacement of a Debenture not bearing the Rule 144A Legend, the Trustee shall
deliver a Debenture or Debentures not bearing the Rule 144A Legend. Upon the
transfer, exchange or replacement of a Debenture bearing the Rule 144A Legend,
the Trustee shall deliver a Debenture or Debentures bearing the Rule 144A
Legend, unless such legend may be removed from such Debenture as provided
below. If the Rule 144A Legend has been removed from a Debenture, as provided
herein, no other Debenture issued in exchange for all or any part of such
Debenture shall bear such legend, unless the Company has reasonable cause to
believe that such other Debenture represents a "restricted security" within the
meaning of Rule 144 under the Act and instructs the Trustee in writing to cause
a legend to appear thereon. The Trustee shall remove the Rule 144A Legend from
a Debenture only if:
(i) a transfer of such Debenture is made pursuant to an effective
registration under the Act, in which case the Rule 144A Legend shall be
removed from such Debenture so transferred at the request of the Holder;
or
(ii) there is delivered to the Company such satisfactory evidence,
which may include an opinion of independent counsel licensed to practice
law in the State of New York, as may reasonably be requested by the
Company confirming that neither the Rule 144A Legend nor the restrictions
on transfer set forth therein are required to ensure that transfers of
such Debenture will not violate the registration and prospectus delivery
requirements of the Act; provided that the Trustee shall not be required
to determine (but may rely on a determination made by the Company with
respect to) the sufficiency of any such evidence; and upon provision of
such evidence, the Trustee shall authenticate and deliver in exchange for
such Debenture, a Debenture or Debentures (representing the same
aggregate principal amount of the Debenture being exchanged) without such
legend.
Interests of beneficial owners in a Global Security shall be transferred in
accordance with the rules and procedures of the Depositary (or its successors),
which shall, in the case of any Global Security bearing the Rule 144A Legend,
include restrictions designed to ensure that the beneficial owners of such
Global Security are "qualified institutional buyers" as defined in Rule 144A
under the Act.
The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Debentures are
exchangeable for a like aggregate principal amount
E-10
<PAGE> 11
of Debentures of different authorized denominations, as requested by the
Holder surrendering the same.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Debenture is registered as the owner hereof
for all purposes, whether or not this Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Debentures shall be governed by, and construed in
accordance with, the laws of the State of New York.
All terms used in the Debentures which are defined in the Indenture,
including Appendix E thereto, shall have the meanings assigned to them therein.
E-11
<PAGE> 1
EXHIBIT 4-D-8
APPENDIX F
to
INDENTURE
Dated as of March 1, 1985, between
CHRYSLER CORPORATION
and
STATE STREET BANK AND TRUST COMPANY
(as successor Trustee to Manufacturers Hanover Trust Company)
7.45% DEBENTURES DUE 2097, SERIES B
There is hereby created under this Indenture a series of Debt Securities
known and designated as the "7.45% Debentures due 2097, Series B" of the
Company (in this Appendix sometimes referred to as the "Debentures"). The
aggregate principal amount of Debentures which may be authenticated and
delivered under this Indenture is limited to $500,000,000, except for
Debentures authenticated and delivered upon transfer of, or in exchange for, or
in lieu of, other Debentures pursuant to Section 304, 305, 306 or 906.
The Stated Maturity of the Debentures shall be February 1, 2097, and the
Debentures shall bear interest at the rate of 7.45% per annum, from February 5,
1997, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable semiannually on February 1 and August 1 of
each year, commencing August 1, 1997, to the Persons in whose names the
Debentures (or any Predecessor Securities) are registered at the close of
business on the January 15 or July 15 next preceding such Interest Payment
Date, until the principal thereof is paid or made available for payment.
The Stated Maturity of the Debentures may be shortened by the Company as
set forth in the form thereof.
The Debentures shall be redeemable as set forth in the form thereof.
The Company shall notify the Trustee and the Paying Agent promptly upon
the occurrence of a Tax Event (as defined in the form of Debenture).
The Depositary for the Debentures shall be The Depository Trust Company
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Debenture, and thereafter the Depositary shall be such
successor Depositary.
The certificates evidencing the Debentures shall be in substantially the
following form:
<PAGE> 2
Form of Face of Debenture
CHRYSLER CORPORATION
7.45% DEBENTURES DUE 2097, SERIES B
[If this Debenture is to be issued in the form of a Global Security,
insert the following:
Unless and until this Debenture is exchanged in whole or in part for
one or more Debentures in definitive registered form, this Debenture may
not be transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary.]
No. . . . . . . $. . . . . . . . . . . . .
CUSIP No. . . . . . . . . . . .
CHRYSLER CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars on February 1, 2097, and to pay interest thereon from February 5, 1997,
or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on February 1 and August 1 in each
year, commencing August 1, 1997, at the rate of 7.45% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Debenture (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
January 15 or July 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Debentures not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payment of the principal of and interest on this
Debenture will be made at the office or agency of the Company maintained for
that purpose in Chicago, Illinois, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of, or by wire
transfer to an account designated by, the person entitled thereto as such
address shall appear on the Security Register.
F-2
<PAGE> 3
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
manual signature by the Trustee referred to on the reverse hereof, this
Debenture shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal by the manual or facsimile signatures of its
officers thereunto duly authorized.
Dated: CHRYSLER CORPORATION
[SEAL]
Attest: By
-------------------------
- --------------------------- ----------------------------
Assistant Secretary
F-3
<PAGE> 4
Form of Reverse of Debenture
CHRYSLER CORPORATION
7.45% DEBENTURES DUE 2097, SERIES B
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (herein called the
"Debt Securities") of the series hereinafter specified, all issued and to be
issued under an Indenture (herein called the "Indenture") dated as of March 1,
1985, between the Company and MANUFACTURERS HANOVER TRUST COMPANY as Trustee
(herein called the "Trustee" which term includes State Street Bank and Trust
Company and any other successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. The Debt Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), and may otherwise vary as in the Indenture provided. This Debenture
is one of a series designated as the 7.45% Debentures due 2097, Series B of the
Company, limited in aggregate principal amount to $500,000,000 (herein called
the "Debentures").
The Debentures may be redeemed as a whole or in part, at the option of the
Company at any time and from time to time, upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date fixed for
redemption to the Holders of the Debentures at their address appearing in the
Security Register, all as provided in the Indenture, 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 20 basis points, together in either case with accrued interest on the
principal amount being redeemed to the date of redemption (but interest
installments whose Stated Maturity is on the Redemption Date will be payable to
the Holders of such Debentures, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Date referred to on the
face hereof) all as provided in the Indenture.
In addition, if a Tax Event occurs and in the opinion of nationally
recognized independent tax counsel, there would, notwithstanding any shortening
of the maturity of the Debentures, be more than an insubstantial risk that
interest paid by the Company on the Debentures is not, or will not be,
deductible, in whole or in part, by the Company for United States federal
income tax purposes, the Company will have the right, within 90 days following
the occurrence of such Tax Event, to redeem the Debentures in whole (but not in
part), on not less than 30 or more than 60 days' notice mailed to Holders of
the Debentures, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Debentures 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 35 basis
F-4
<PAGE> 5
points, together in either case with accrued interest on the principal amount
being redeemed to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker 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.
"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 highest and lowest 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 time, on the third
business day preceding such redemption date.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Credit
Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated and their
respective successors and two other nationally recognized investment banking
firms that are Primary Treasury Dealers specified from time to time by the
Company; 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 nationally 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.
"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
F-5
<PAGE> 6
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
Upon the occurrence of a Tax Event, the Company shall have the right to
shorten the maturity of the Debentures to the minimum extent required, in the
opinion of nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the Debentures will be deductible
for United States federal income tax purposes or, if such counsel is unable to
opine definitively as to such a minimum period, the minimum extent so required
as determined in good faith by the Board of Directors of the Company, after
receipt of an opinion of such counsel regarding the applicable legal standards.
In the event that the Company elects to exercise its right to shorten the
maturity of the Debentures on the occurrence of a Tax Event, the Company will
mail a notice of shortened maturity to each Holder of the Debentures by
first-class mail not more than 60 days after the occurrence of such Tax Event,
stating the new maturity date of the Debentures. Such notice shall be
effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of, or change in any official position with respect to, or any
interpretation of, an Administrative or Judicial Action or a law or regulation
of the United States that differs from the theretofore generally accepted
position or interpretation, in each case, occurring on or after February 5,
1997, there is more than an insubstantial increase in the risk that interest
paid by the Company on the Debentures is not, or will not be, deductible, in
whole or in part, by the Company for United States federal income tax purposes.
In the event of redemption of this Debenture in part only, a new Debenture
or Debentures for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.
If an Event of Default, as defined in the Indenture, with respect to the
Debentures, shall occur and be continuing, the principal of all the Debentures
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities under the
Indenture at any time by the Company with the consent of the Holders of 66-2/3%
in aggregate principal amount of the Debt Securities of each series at the time
Outstanding and also permits the Company and the Trustee, in certain
circumstances, to amend the Indenture without notice to, or the consent of, the
Holders of any of the Debt Securities. The Indenture also contains provisions
permitting the Holders of specified per-
F-6
<PAGE> 7
centages in aggregate principal amount of the Debt Securities of any series at
the time Outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debenture shall be conclusive
and binding upon such holder and upon all future Holders of this Debenture and
of any Debenture issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Debenture.
Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Debt Securities except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Debenture or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, place, and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable on the Security Register of the
Company, upon surrender of this Debenture for registration of transfer at the
office or agency of the Company in Boston, Massachusetts duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Security Registrar and the Trustee duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Debentures of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Debentures are
exchangeable for a like aggregate principal amount of Debentures of different
authorized denominations, as requested by the Holder surrendering the same.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Debenture is registered as the owner hereof
for all purposes, whether or not this Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Debentures shall be governed by, and construed in
accordance with, the laws of the State of New York.
All terms used in the Debentures which are defined in the Indenture,
including Appendix F thereto, shall have the meanings assigned to them therein.
F-7
<PAGE> 1
EXHIBIT 4-D-9
CONFORMED COPY
CHRYSLER CORPORATION
$500,000,000
7.45% Debentures due 2097
REGISTRATION AGREEMENT
New York, New York
February 5, 1997
Salomon Brothers Inc
Credit Suisse First Boston Corporation
Morgan Stanley & Co. Incorporated
As the Initial Purchasers
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Chrysler Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the initial purchasers (the "Initial Purchasers"), upon the
terms set forth in a purchase agreement of even date herewith (the "Purchase
Agreement"), $500,000,000 aggregate principal amount of 7.45% Debentures due
2097 (the "Securities") of the Company (the "Initial Placement"). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with you, (i) for your benefit and (ii) for the
benefit of the holders from time to time of the Securities (including you)
(each of the foregoing a "Holder" and together the "Holders"), as follows:
1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the
following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.
"Affiliate" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such specified person. For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract
<PAGE> 2
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Closing Date" means February 5, 1997.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer Registration Period" means the 180 day period following
the consummation of the Registered Exchange Offer, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" means a registration statement of
the Company on an appropriate form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"Exchange Securities" means debt securities of the Company issued pursuant
to a Registered Exchange Offer containing terms that are identical in all
material respects to the terms of the Securities (except that the interest rate
step-up provisions and the transfer restrictions in the Securities will be
modified or eliminated, as appropriate), to be issued under the Indenture or
the Exchange Securities Indenture.
"Exchange Securities Indenture" means an indenture, if any, between the
Company and the Exchange Securities Trustee, identical in all material respects
with the Indenture (except that the cash interest and interest rate step-up
provisions will be modified or eliminated, as appropriate).
"Exchange Securities Trustee" means a bank or trust company reasonably
satisfactory to the Initial Purchasers, acting as trustee with respect to the
Exchange Securities under the Exchange Securities Indenture, if any.
"Exchanging Dealer" means any Holder (which may include the Initial
Purchasers) which is a broker-dealer, electing to exchange Securities, acquired
for its own account as a result of market-making activities or other trading
activities, for Exchange Securities.
"Holder" has the meaning set forth in the preamble hereto.
"Indenture" means the Indenture relating to the Securities dated as of
March 1, 1985, between the Company and Manufacturers Hanover Trust Company
(which has been
2
<PAGE> 3
succeeded by State Street Bank and Trust Company as successor trustee), as
amended from time to time in accordance with the terms thereof.
"Initial Placement" has the meaning set forth in the preamble hereto.
"Memorandum" has the meaning set forth in the Purchase Agreement.
"Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Securities or the Exchange Securities, covered by such
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.
"Registered Exchange Offer" means an offer to the Holders to issue and
deliver to such Holders, in exchange for the Securities, a like principal
amount of the Exchange Securities.
"Registration Statement" means any Exchange Offer Registration Statement
or Shelf Registration Statement that covers any of the Securities or the
Exchange Securities pursuant to the provisions of this Agreement, amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"Securities" has the meaning set forth in the preamble hereto.
"Shelf Registration" means a registration effected pursuant to Section 3
hereof.
"Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.
"Shelf Registration Statement" means a "shelf" registration statement of
the Company pursuant to the provisions of Section 3 hereof which covers some or
all of the Securities or Exchange Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"Tax Contingency" has the meaning set forth in Section 2(a) hereof.
"Trustee" means the trustee with respect to the Securities under the
Indenture.
2. Registered Exchange Offer; Resales of Exchange Securities by
Exchanging Dealers; Private Exchange. (a)(i) Subject to paragraph (a)(iii) of
this Section 2, the Company shall (A) within 60 days after the Closing Date,
file with the Commission the Exchange Offer Registration Statement with respect
to the Registered Exchange Offer, (B) use its best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the Act
within
3
<PAGE> 4
150 days after the Closing Date, and (C) use its best efforts to consummate the
Registered Exchange Offer within 180 days after the Closing Date.
(ii) Subject to paragraph (a)(iii) of this Section 2, upon the Exchange
Offer Registration Statement's being declared effective, the Company shall
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities
for Exchange Securities (assuming that such Holder (i) is not an affiliate of
the Company within the meaning of the Act, (ii) is not a broker-dealer that
acquires the Securities in a transaction other than as part of its
market-making or other trading activities and (iii) if not a broker-dealer,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities) to trade such Exchange Securities from
and after their receipt without any limitations or restrictions under the Act
and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.
(iii) In the event the Company determines at any time and in good faith
that consummation of a Registered Exchange Offer would result in more than
insubstantial increase in the risk that interest payable by the Company on the
Securities or the Exchange Securities would not be deductible, in whole or in
part, by the Company for United States federal income tax purposes (a "Tax
Contingency"), the Company may elect (A) to delay (1) filing, or causing to
become effective, the Exchange Offer Registration Statement and/or (2)
commencement or consummation of the Registered Exchange Offer (an election made
pursuant to this clause (A), a "Delaying Election") and/or (B) to file at any
time, in lieu of effecting a registration under an Exchange Offer Registration
Statement pursuant to paragraphs (a)(i) and (a)(ii) of this Section 2, a Shelf
Registration Statement covering resales of Securities (an election made
pursuant to this clause (B), a "Shelf Election"). The Company shall notify the
Holders and the Initial Purchasers promptly of its determination that a Tax
Contingency exists. In the event the Company makes a Delaying Election or a
Shelf Election, the Company shall use its best efforts to cause the Registered
Exchange Offer or the Shelf Registration to be consummated or declared
effective, respectively, not later than 240 days after the Closing Date.
(b) In connection with the Registered Exchange Offer, the Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 30 days
and not more than 45 days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law);
(iii) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York; and
(iv) comply in all material respects with all applicable laws.
4
<PAGE> 5
(c) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn
pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation all Securities so accepted
for exchange; and
(iii) cause the Trustee or the Exchange Securities Trustee, as the case
may be, promptly to authenticate and deliver to each Holder Exchange Securities
equal in principal amount to the Securities of such Holder so accepted for
exchange and canceled pursuant to the Registered Exchange Offer.
(d) The Initial Purchasers and the Company acknowledge that, pursuant to
interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an applicable exemption therefrom, each Exchanging Dealer is
required to deliver a Prospectus in connection with a sale of any Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer in exchange for Securities acquired for its own account as a
result of market-making activities or other trading activities. Accordingly:
(i) the Company shall include the information set forth in Annex A hereto
on the cover of the Exchange Offer Registration Statement, in Annex B hereto in
the forepart of the Exchange Offer Registration Statement in a section setting
forth details of the Exchange Offer, and in Annex C hereto in the underwriting
or plan of distribution section of the Prospectus forming a part of the
Exchange Offer Registration Statement, and include the information set forth in
Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; and
(ii) if any Holder receives Exchange Securities pursuant to the Exchange
Offer and, by checking the box provided for in Annex D hereto, indicates in the
related letter of transmittal that it is a broker-dealer, the Company shall use
its best efforts to keep the Exchange Offer Registration Statement continuously
effective under the Act during the Exchange Offer Registration Period for
delivery by Exchanging Dealers in connection with sales of Exchange Securities
received pursuant to the Registered Exchange Offer, as contemplated by Section
4(h) below.
(e) In the event that any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser the Company shall issue and deliver to such
Initial Purchaser in exchange for such Securities, a like principal amount of
Exchange Securities. The Company shall seek to cause the CUSIP Service Bureau
to issue the same CUSIP number for such Exchange Securities as for Exchange
Securities issued pursuant to the Registered Exchange Offer; provided, that if
such CUSIP number is obtained at a time when resales of such Exchange
Securities by such Initial Purchaser are not covered by a Shelf Registration
such CUSIP number may vary from the CUSIP number
5
<PAGE> 6
for the Exchange Securities issued pursuant to the Registered Exchange Offer by
the inclusion of a designation indicating such securities are "restricted
securities"; provided, further that on the first business day following the
effective date of any Shelf Registration Statement hereunder or as soon as
possible thereafter, the Company shall use its best efforts to cause DTC to
remove (1) from any existing CUSIP number assigned to the Securities any such
designation, which efforts shall include delivery to DTC of a letter executed
by the Company substantially in the form of Exhibit A hereto and (2) any other
stop or restriction on DTC's system with respect to the Securities.
3. Shelf Registration. If, (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof, or
(ii) the Exchange Offer is not consummated within 180 days (or if the Company
shall determine in good faith that a Tax Contingency existed during such 180
day period, within 240 days) after the Closing Date, or (iii) the Company shall
at any time have made a Shelf Election, or (iv) any Initial Purchaser so
requests with respect to Securities purchased by it on the Closing Date and
held by it following consummation of the Registered Exchange Offer or with
respect to any Exchange Securities received in exchange for such Securities
including any Exchange Securities received according to the terms of Section
2(e) hereto, or (v) any Holder is a broker-dealer that is not an affiliate of
the Company and is not eligible to participate in the Registered Exchange Offer
and to receive Exchange Securities that could be resold without registration
under the Securities Act and without delivery of a prospectus and such Holder
so requests in writing, the following provisions shall apply:
(a) The Company shall as promptly as practicable (but in no event more
than 30 days after the effective date of any requirement, request or Shelf
Election, file with the Commission a Shelf Registration Statement relating to
the offer and sale of the Securities or the Exchange Securities, as applicable,
by the Holders from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement;
provided, that with respect to Exchange Securities received by the Initial
Purchasers in exchange for Securities constituting any portion of an unsold
allotment, the Company may, if permitted by current interpretations by the
Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of its obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration
Statement; and provided further, that with respect to a Shelf Registration
Statement required pursuant to clause (ii) of the preceding paragraph, the
consummation of a Registered Exchange Offer shall relieve the Company of its
obligations under this Section 3(a) but only in respect of its obligations
under such clause (ii).
(b) The Company shall use its best efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act and to
keep the Shelf Registration Statement continuously effective in order to permit
the Prospectus forming part thereof to be usable by Holders for a period of
three years from the date the Shelf Registration Statement is
6
<PAGE> 7
declared effective by the Commission (or a period of six months from the date
the Shelf Registration Statement is declared effective in the case of a Shelf
Registration Statement filed at the request of a broker-dealer) or such shorter
period that will terminate upon the earlier of the following (A) when all the
Securities or Exchange Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement, (B) when there cease to be outstanding any Securities, or Exchange
Securities, as applicable or (C) when in the written opinion of counsel to the
Company, all outstanding Securities or Exchange Securities held by persons that
are not affiliates of the Company may be resold without registration under the
Act pursuant to Rule 144(k) under the Act or any successor provision thereto
(in any such case, such period being called the "Shelf Registration Period").
Furthermore, the Company shall use its best efforts, upon the effectiveness of
the Shelf Registration Statement, promptly upon the request of any Holder to
take any action reasonably necessary to register the sale of any Securities or
Exchange Securities of such Holder and to identify such Holder as a selling
Holder. The Company shall be deemed not to have used its best efforts to keep
the Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of securities covered
thereby not being able to offer and sell such securities during that period,
unless (i) such action is required by applicable law, or (ii) such action is
taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, public filings with the Commission,
pending corporate developments and similar events, so long as the Company
promptly thereafter complies with the requirements of Section 4(k) hereof, if
applicable.
(c) The Company may suspend the use of the Prospectus contained in a
Shelf Registration Statement for up to two periods each not to exceed 45
consecutive days in any 12 month period for valid business reasons (not
including the avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, public filings with the Commission,
pending corporate developments and similar events; provided that the Company
promptly thereafter complies with the requirements of Section 4(k) hereof, if
applicable.
4. Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:
(a) The Company shall furnish to you, prior to the filing thereof with
the Commission, a copy of any Shelf Registration Statement and any Exchange
Offer Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and shall use its best
efforts to reflect in each such document, when so filed with the Commission,
such comments as Salomon Brothers Inc reasonably may propose.
(b) The Company shall cause (i) any Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or
supplement thereto (and each document incorporated therein by reference) to
comply in all material respects with the Act and the Exchange Act and the
respective rules and regulations thereunder, (ii) any Registration Statement
and any amendment thereto, when it becomes effective, not to contain an untrue
statement of a material fact and not to omit to state a material fact required
to be stated therein or
7
<PAGE> 8
necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of any Registration Statement, and any amendment or
supplement to such Prospectus, not to include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they were made, not
misleading.
(c) (1) The Company shall advise you and, in the case of a Shelf
Registration Statement, the Holders of securities covered thereby, and, if
requested by you or any such Holder, confirm such advice in writing:
(i) when a Registration Statement and any amendment thereto has been
filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or supplements to
the Registration Statement or the Prospectus included therein or for additional
information.
(2) The Company shall advise you and, in the case of a Shelf Registration
Statement, the Holders of securities covered thereby, and, in the case of an
Exchange Offer Registration Statement, any Exchanging Dealer that has provided
in writing to the Company a telephone or facsimile number and address for
notices, and, if requested by you or any such Holder or Exchanging Dealer,
confirm such advice in writing:
(i) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;
(ii) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the securities included therein for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and
(iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading (which advice shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes
have been made).
(d) The Company shall use its best efforts to prevent the issuance and if
issued to obtain the withdrawal, of any order suspending the effectiveness of
any Registration Statement at the earliest possible time.
(e) The Company shall furnish to each Holder of securities included
within the coverage of any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits (including those incorporated by
reference).
8
<PAGE> 9
(f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of securities included within the coverage of any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Company consents to the use of the Prospectus or any amendment
or supplement thereto by each of the selling Holders of securities in
connection with the offering and sale of the securities covered by the
Prospectus or any amendment or supplement thereto.
(g) The Company shall furnish to each Exchanging Dealer that so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules, any documents incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits (including those
incorporated by reference).
(h) The Company shall, during the Exchange Offer Registration Period,
promptly deliver to each Exchanging Dealer, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as such Exchanging Dealer may reasonably
request for delivery by such Exchanging Dealer in connection with a sale of
Exchange Securities received by it pursuant to the Registered Exchange Offer;
and the Company consents to the use of the Prospectus or any amendment or
supplement thereto by any such Exchanging Dealer, as aforesaid.
(i) Prior to the Registered Exchange Offer or any other offering of
securities pursuant to any Registration Statement, the Company shall register
or qualify or cooperate with the Holders of securities included therein and
their respective counsel in connection with the registration or qualification
of such securities for offer and sale under the securities or blue sky laws of
such jurisdictions as any such Holders reasonably request in writing and do any
and all other acts or things necessary or advisable to enable the offer and
sale in such jurisdictions of the securities covered by such Registration
Statement; provided, however, that the Company will not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process or
to taxation in any such jurisdiction where it is not then so subject.
(j) The Company shall cooperate with the Holders of Securities or
Exchange Securities to facilitate the timely preparation and delivery within
the times required by normal way settlement of certificates representing
securities to be sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered in such names as
Holders may request prior to sales of securities pursuant to such Registration
Statement.
(k) Upon the occurrence of any event contemplated by paragraph (c)(2)
(iii) above, the Company shall prepare, as soon as reasonably possible, a
post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any
9
<PAGE> 10
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(l) (A) Not later than the effective date of an Exchange Offer
Registration Statement filed hereunder, the Company shall provide a CUSIP
number for the Securities or Exchange Securities, as the case may be,
registered under such Exchange Offer Registration Statement, and provide the
applicable trustee with printed certificates for such Securities or Exchange
Securities, in a form eligible for deposit with The Depository Trust Company
("DTC") and (B) on the first business day following the effective date of any
Shelf Registration Statement hereunder or as soon as possible thereafter, the
Company shall use its best efforts to cause DTC to remove (1) from any existing
CUSIP number assigned to the Securities any designation indicating that the
Securities are "restricted securities", which efforts shall include delivery to
DTC of a letter executed by the Company substantially in the form of Exhibit A
hereto and (2) any other stop or restriction on DTC's system with respect to
the Securities. In the event the Company is unable to cause DTC to take the
actions described in the immediately preceding sentence, the Company shall take
such actions as the Initial Purchasers may reasonably request to provide, as
soon as practicable, a CUSIP number for the Securities registered under the
Shelf Registration Statement and to cause the CUSIP number to be assigned to
the Securities (or to the maximum aggregate principal amount of the Securities
to which such number may be assigned). Upon compliance with the foregoing
requirements of this Section 4(l), the Company shall provide the Trustee with
printed certificates for such Securities, in a form eligible for deposit with
DTC.
(m) The Company shall use its best efforts to comply with all applicable
rules and regulations of the Commission and shall make generally available to
its security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act.
(n) The Company shall cause the Indenture or the Exchange Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in
a timely manner.
(o) The Company may require each Holder of securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the holder and the distribution of such securities as the Company may
from time to time reasonably require for inclusion in such Registration
Statement.
(p) The Company shall, if requested, use its best efforts to promptly
incorporate in a Prospectus supplement or post-effective amendment to a Shelf
Registration Statement such information as a Holder may reasonably provide from
time to time to the Company in writing for inclusion in a Prospectus or any
Shelf Registration Statement concerning such Holder and the distribution of
such Holder's Securities and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably possible after
receipt of notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.
10
<PAGE> 11
(q) In the case of any Shelf Registration Statement, the Company shall
enter into such agreements and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities or
the Exchange Securities as the case may be, to be registered thereunder.
(r) At the request of an Initial Purchaser with respect to Securities
purchased by it on the Closing Date and held by it following consummation of
the Registered Exchange Offer or with respect to any Exchange Securities
received according to the terms of Section 2(e) hereto, which Securities or
Exchange Securities, as applicable, are eligible for resale under a Shelf
Registration Statement, the Company shall (i) make reasonably available for
inspection by the Initial Purchasers and any attorney, accountant or other
agent retained by the Initial Purchasers all financial and other records,
corporate documents and properties of the Company and its subsidiaries as may
be reasonably requested; (ii) cause the Company's officers, directors and
employees to supply all relevant information reasonably requested by the
Initial Purchasers or any such attorney, accountant or agent in connection with
any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information provided by the Company
shall be kept confidential by any such attorney, accountant or agent, unless
disclosure is made in connection with a court proceeding or required by law, or
such information becomes available to the public generally or through a third
party without an accompanying obligation of confidentiality; (iii) make such
representations and warranties to the Initial Purchasers in form, substance and
scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement; (iv) use its best efforts to obtain
opinions of counsel to the Company and updates thereof addressed to the Initial
Purchasers covering such matters as are customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by the Initial Purchasers; (v) use its best efforts to obtain "cold
comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement (the "Accountants")),
addressed to the Initial Purchasers in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
primary underwritten offerings; and (vi) deliver such documents and
certificates as may be reasonably requested by the Initial Purchasers including
those to evidence compliance with Section 4(k) and with any customary
conditions to underwriting agreements for primary underwritten offerings. The
foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section 4(r) shall be performed at such times as such Initial Purchaser may
reasonably request.
5. Registration Expenses. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the majority of the Holders of the Securities or the Exchange
Securities, as the case may be, covered by such Shelf Registration Statement,
to act as counsel for the Holders in connection therewith, and, in the case of
any Exchange Offer
11
<PAGE> 12
Registration Statement, will reimburse the Initial Purchasers for the
reasonable fees and disbursements of counsel acting in connection therewith.
6. Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company agrees to indemnify and hold harmless each
Holder of securities covered thereby (including the Initial Purchasers and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each person who controls any such Holder 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 (including all documents incorporated
by reference therein) as originally filed or in any amendment thereof, or in
any preliminary Prospectus or 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 not misleading, and agrees to
reimburse each such indemnified party, as incurred, 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 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 such Holder specifically for inclusion
therein (ii) such indemnity with respect to any preliminary Prospectus shall
not inure to the benefit of each Holder of Securities or Exchange Securities,
as the case may be, covered thereby (including the Initial Purchasers) (or any
of the directors, officers, employees and agents of such Holder or any
controlling person of such Holder) from whom the person asserting any such
loss, claim, damage or liability purchased the Securities or Exchange
Securities, as the case may be, which are the subject thereof if such person
was not sent or given a copy of the Prospectus (or such Prospectus as
supplemented), excluding documents incorporated therein by reference, at or
prior to the confirmation of the sale of such Securities or Exchange
Securities, as the case may be, 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 Prospectus was corrected in such Prospectus (or such
Prospectus as supplemented). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
The Company also agrees to indemnify or contribute to Losses of, as
provided in Section 6(d), any underwriters of Securities registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 6(a).
12
<PAGE> 13
(b) Each Holder of securities covered by a Registration Statement
(including the Initial Purchasers and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally
agrees to indemnify and hold harmless (i) the Company, (ii) each of its
directors, (iii) each of its officers who signs such Registration Statement and
(iv) 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 such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 6
or notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 6, 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 (and local 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. An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
13
<PAGE> 14
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation 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 such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall the Initial Purchasers or any
subsequent Holder of any Security or Exchange Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of an Exchange Security, applicable
to the Security which was exchangeable into such Exchange Security, as set
forth in the Memorandum. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, 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 sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) as set
forth in the Memorandum and (y) the total amount of additional interest which
the Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth in the Memorandum, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Securities or Exchange Securities, as applicable, registered under
the Act. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other
hand. The parties 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 was not guilty
of such fraudulent misrepresentation. For purposes of this Section 6, each
person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement
and each 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).
(e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers, directors or controlling persons referred
to in Section 6 hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.
14
<PAGE> 15
7. Miscellaneous.
(a) No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that conflicts in any material
respect with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Securities (or, after the consummation of any Exchange Offer in
accordance with Section 2 hereof, of Exchange Securities); provided that, with
respect to any matter that adversely affects the rights of any Initial
Purchaser hereunder, the Company shall obtain the written consent of each such
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. Notwithstanding the foregoing (except
the foregoing proviso), a waiver or consent to departure from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose securities are being sold pursuant to a Registration Statement
and that does not adversely affect the rights of other Holders may be given by
the Majority Holders, determined on the basis of securities being sold rather
than registered under such Registration Statement.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier, or air courier guaranteeing overnight delivery:
(1) if to a Holder, at the most current address given by such holder to
the Company in accordance with the provisions of this Section 7(c), which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Salomon Brothers Inc;
(2) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and
(3) if to the Company, initially at its address set forth in the Purchase
Agreement.
All such notices and communications shall be deemed to have been duly
given when received.
The Initial Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and
15
<PAGE> 16
any initial Holder of Exchange Securities each of whom shall be entitled to
specifically enforce the provisions of this Agreement as if an original party
hereto.
(e) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State.
(h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.
(i) Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or
Exchange Securities is required hereunder, Securities or Exchange Securities,
as applicable, held by the Company or its Affiliates (other than subsequent
Holders of Securities or Exchange Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities
or Exchange Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.
16
<PAGE> 17
Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.
Very truly yours,
CHRYSLER CORPORATION,
By: /s/ Thomas P. Capo
Name: Thomas P. Capo
Title: Vice President and Treasurer
Accepted:
SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
By: SALOMON BROTHERS INC
By: /s/ Marwan A. Marshi
Name: Marwan A. Marshi
Title: Managing Director
Dated: February 5, 1997
17
<PAGE> 18
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company
has agreed that, starting on the Expiration Date (as defined herein) and ending
on the close of business 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
18
<PAGE> 19
ANNEX B
Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
19
<PAGE> 20
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until , 199 , all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.
The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that
were received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Act. The Letter of Transmittal states that
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Act.
For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.
[If applicable, add information required by Regulation S-K Items 507
and/or 508.]
20
<PAGE> 21
ANNEX D
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ____________________________________
Address: ____________________________________
____________________________________
The undersigned represents that it is not an affiliate of the Company,
that any Exchange Securities to be received by it will be acquired in the
ordinary course of business and that at the time of the commencement of the
Registered Exchange Offer it had no arrangement with any person to participate
in a distribution of the Exchange Securities.
In addition, if the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities. If the undersigned is a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Securities, it represents that the Securities to be exchanged for Exchange
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Act.
21
<PAGE> 22
EXHIBIT A
FORM OF LETTER TO BE PROVIDED BY ISSUER TO
THE DEPOSITORY TRUST COMPANY
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004
Re: 7.45% Debentures due 2097 (the "Securities") of Chrysler
Corporation (the "Issuer")
Ladies and Gentlemen:
Please be advised that the Securities and Exchange Commission has declared
effective a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with regard to all of the Securities referenced above.
Accordingly, there is no longer any restriction as to whom such Securities may
be sold and any restrictions on the CUSIP designation are no longer appropriate
and may be removed. I understand that upon receipt of this letter, DTC will
remove any stop or restriction on its system with respect to this issue.
As always, please do not hesitate to call if we can be of further
assistance.
Very truly yours,
Authorized Officer
<PAGE> 1
EXHIBIT 5
[CHRYSLER CORPORATION LOGO]
February 14, 1997
Board of Directors
Chrysler Corporation
Registration Statement on Form S-4
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-4
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), $500,000,000 aggregate principal amount of 7.45%
Debentures due 2097, Series B of Chrysler (the Debentures) for issuance under
the Act. The Debentures 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
Debentures; and duly and validly has taken all corporate action
necessary to authorize the execution and delivery of the Indenture.
3. The Debentures, 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 Debentures 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-4, 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 14, 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th 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-4 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures of Chrysler Corporation, (and, in addition thereto if
appropriate, a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with respect to up to $500,000,000 in principal amount of
Exchange Debentures or Debentures of Chrysler Corporation) and any and all
further amendments to such Registration Statements 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
14th day of February, 1997.
/s/ LYNTON R. WILSON
--------------------------------------
