Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 51 285K
Business-Combination Transaction
2: EX-4.D.7 Appendix E to Ind. 3/1/85 11 48K
3: EX-4.D.8 Appendix F to Ind. 3/1/85 7 33K
4: EX-4.D.9 Registration Agreement 22 86K
5: EX-5 Opinion of William J. O'Brien 2± 9K
6: EX-12 Ratios of Earnings to Fixed Charges 2± 10K
7: EX-23.B Consent 1 6K
8: EX-24 Powers of Attorney 14 29K
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:
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
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
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
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
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
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
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/1/97 | | 1 | | 2 | | | None on these Dates |
| Filed on: | | 2/14/97 |
| | 2/5/97 | | 1 | | 6 |
| List all Filings |
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