As filed with the Securities and Exchange Commission on November 4, 1998
Registration Nos: 33-64179
333-49647
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHRYSLER FINANCIAL COMPANY L.L.C.
(Exact name of registrant as specified in its charter)
MICHIGAN 52-2109803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road Southfield, Michigan 48034 (248) 948-3062
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
CHRISTOPHER A. TARAVELLA, ESQ.
27777 Franklin Road
Southfield, Michigan 48034
(248) 948-3062
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
MICHAEL L. FITZGERALD, ESQ.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
----------------
If only securities being registered on this Form are being offered to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]_______
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------
This Post-Effective Amendment No. 2 to Registration Statements on Form
S-3 Nos. 33-64179 and 333-49647 is being filed pursuant to Rule 414 under the
Securities Act of 1933 by the Registrant, the successor to Chrysler Financial
Corporation, a Michigan corporation, following a merger of Chrysler Financial
Corporation into Chrysler Financial Company L.L.C., a Michigan limited
liability company. The merger was effective as of October 25, 1998. The
Registrant hereby expressly adopts the Registration Statements referred to
above as its own registration statements for all purposes of the Securities
Act of 1933 and the Securities Exchange Act of 1934.
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.
----------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement is a combined prospectus and relates
to Registration Statements on Form S-3 Nos. 33-64179 and 333-49647 that were
previously filed by Chrysler Financial Corporation.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statements on
Form S-3 (File Nos. 333-49649 and 33-64179) of Chrysler Financial Company
L.L.C. (formerly Chrysler Financial Corporation)(the "Registration
Statements") is being filed solely to include additional exhibits as part of
the Registration Statements.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The Registrant estimates that expenses (other than underwriting
discounts and commissions) in connection with the offering described in this
Registration Statement will be as follows:
Item 14. Other Expenses of Issuance and Distribution.
Registration fee .................................... $2,360,000
Printing and engraving expenses ..................... 250,000
Accounting fees and expenses ........................ 400,000
Blue Sky fees and expenses .......................... 50,000
Rating agency fees .................................. 1,500,000
Miscellaneous ....................................... 40,000
----------
Total ........................................... $4,600,000
==========
Item 15. Indemnification of Directors and Officers.
Section 3.5 of the Amended and Restated Operating Agreement of the
Registrant provides that to the fullest extent permitted by the Michigan
Limited Liability Company Act, the Registrant to the extent of its assets
legally available for such purpose, will indemnify and hold harmless each
person who is or was a manager, officer, committee member, employee, member,
or who serves or may have served at the Registrant's request as a member,
director, manager, officer, or employee of any company or corporation that
the Registrant owns directly or indirectly, and any member's respective
shareholders, directors, officers, agents, affiliates and professional or
other advisors (collectively, the "Indemnified Persons") from and against
any and all loss, cost, damage, expense (including, without limitation, fees
and expenses of attorneys and other advisors and any court costs incurred by
any Indemnified Person) or liability by reason of anything any Indemnified
Person does or refrains from doing for, or in connection with the business
or affairs of, the Registrant and its subsidiaries and affiliates, except
to the extent that it is finally judicially determined by a court of
competent jurisdiction that the loss, cost, damage, expense or liability
resulted primarily from the Indemnified Person's negligence, misconduct
in the performance of his or her duty, or willful breach of a material
provision of the Amended and Restated Operating Agreement which in any
event causes actual material damage to the Registrant. The Registrant may
pay in advance or reimburse reasonable expenses (including advancing the
reasonable cost of defense) incurred by an Indemnified Person who is, or is
threatened to be, named or made a defendant or a respondent in a proceeding
concerning the business and affairs of the Registrant. Reference is made to
Exhibit 3-B to this Registration Statement for the complete texts of Section
3.5 of the Amended and Restated Operating Agreement. Pursuant to the
provisions of the Underwriting Agreement annexed to the Registration Statement
as Exhibit 1-A and the Distribution Agreement annexed to the Registration
Statement as Exhibit 1-B, certain officers, managers and controlling persons
of the Registrant are indemnified by the Underwriters thereunder for certain
information provided by the Underwriters expressly for use in the
Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 by the Registrant may be permitted to directors, officers and
controlling persons of the Registrant under 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 said Act and therefore may be unenforceable. If a
claim for indemnification against such liabilities (except insofar as it
provides for the payment by the Registrant of expenses incurred or paid by a
director or officer in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by a director, officer or
controlling person in connection with the securities offered hereby and the
Securities and Exchange Commission is still of the same opinion, 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 or not such indemnification by it is
against public policy as expressed in the Act, and will be governed by the
final adjudication of such issue.
II-1
Item 16. Exhibits
(a)
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
- --------------- ----------------------
1-A Copy of Form of Underwriting Agreement.+
1-B Copy of Form of Distribution Agreement.+
1-C Copy of Form of Remarketing Agreement.+
2-A Copy of Plan of Merger, dated as of October 22
1998, between Chrysler Financial Corporation and
Chrysler Financial Company L.L.C.*
3-A Copy of Articles of Organization of
Chrysler Financial Company L.L.C.+
3-B Copy of Amended and Restated Operating Agreement of
Chrysler Financial Company L.L.C.*
4-A Copy of Indenture, dated as of February 15, 1988,
between Chrysler Financial Corporation and
Manufacturers Hanover Trust Company, Trustee,
thereafter succeded by United States Trust Company of
New York, as successor Trustee. Filed as Exhibit 4-A
to Registration No. 33-23479 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-B Copy of First Supplemental Indenture, dated as of
March 1, 1988, between Chrysler Financial Corporation
and Manufacturers Hanover Trust Company, Trustee,
thereafter succeded by United States Trust Company of
New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988, beween such parties.
Filed as Exhibit 4-L to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by
reference.
4-C Copy of Second Supplemental Indenture, dated as of
September 7, 1990, between Chrysler Financial
Corporation and Manufacturers Hanover Trust Company,
Trustee, thereafter succeded by United States Trust
Company of New York, as successor Trustee, to the
Indenture, dated as of February 15, 1988, beween such
parties. Filed as Exhibit 4-M to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and
incorporated herein by reference.
4-D Copy of Third Supplemental Indenture, dated as of May
4, 1992, between Chrysler Financial Corporation and
United States Trust Company of New York, as successor
Trustee, to the Indenture, dated as of February 15,
1988 beween Chrysler Financial Corporation and
Manufacturers Hanover Trust Company. Filed as Exhibit
4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June
30, 1992, and incorporated herein by reference.
4-E Copy of Fourth Supplemental Indenture, dated as of
October 1, 1998, between Chrysler Financial Company
L.L.C., as successor to Chrysler Financial
Corporation, and United States Trust Company of New
York, as successor Trustee, to the Indenture, dated
as of February 15, 1988, between Chrysler Financial
Corporation and Manufacturers Hanover Trust Company.+
4-F Copy of Forms of Warrant Agreements.+
4-G Form of Fixed Rate Redeemable or Non-redeemable Note.+
4-H Form of Fixed Rate Medium-Term Note.+
4-I Form of Floating Rate Medium-Term Note.+
II-2
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
- --------------- ----------------------
4-J Form of Multi-Currency Fixed Rate Medium-Term Note.+
4-K Form of Multi-Currency Floating Rate Medium-Term
Note.+
4-L Form of Floating Rate (LIBOR-Based) Note.+
5 Opinion of Christopher A. Taravella, Esq., Vice
President and General Counsel of Chrysler Financial
Company L.L.C., including consent.+
12-A Chrysler Financial Company L.L.C. and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges.+
12-B Chrysler Corporation Consolidated Computations of
Ratios of Earnings to Fixed Charges.+
15 Letter re: unaudited interim financial information.*
23-A Consent of Christopher A. Taravella, Esq. (included
in Exhibit 5)+
23-B Consent of Deloitte & Touche LLP.*
24 Power of attorney pursuant to which the signatures of
certain managers of Chrysler Financial Company L.L.C.
have been affixed to this Registration Statement.+
25 Statement of Eligibility and Qualification of Trustee
on Form T-1.+
<FN>
* Filed herewith.
+ Previously filed.
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
II-3
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Southfield and State of Michigan, on the 4th day of November, 1998.
CHRYSLER FINANCIAL COMPANY L.L.C.
(Registrant)
By /s/ D.L. DAVIS
------------------------------
D.L. Davis
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Principal executive officer: Date
/s/ D.L. DAVIS Chairman of November 4, 1998
- -------------------------------- the Board
D.L. Davis
Principal financial officer:
/s/ T.F. GILMAN Vice President November 4, 1998
- -------------------------------- and Chief Financial
T.F. Gilman Officer
Principal accounting officer:
/s/ D.H. OLSEN Vice President and November 4, 1998
- -------------------------------- Controller
D.H. Olsen
II-5
Managers: Date
/s/ T.P. CAPO* Manager November 4, 1998
- --------------------------------
T.P. Capo
/s/ D.L. DAVIS* Manager November 4, 1998
- --------------------------------
D.L. Davis
/s/ R.L. FRANSON* Manager November 4, 1998
- --------------------------------
R.L. Franson
/s/ W.J. O'BRIEN III* Manager November 4, 1998
- --------------------------------
W.J. O'Brien III
/s/ G.C. VALADE* Manager November 4, 1998
- --------------------------------
G.C. Valade
*By /s/ B.C. BABBISH
----------------------------
B.C. Babbish
Attorney-in-Fact
November 4, 1998
II-6
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
- --------------- ----------------------
1-A Copy of Form of Underwriting Agreement.+
1-B Copy of Form of Distribution Agreement.+
1-C Copy of Form of Remarketing Agreement.+
2-A Copy of Plan of Merger, dated as of October 22
1998, between Chrysler Financial Corporation and
Chrysler Financial Company L.L.C.*
3-A Copy of Articles of Organization of
Chrysler Financial Company L.L.C.+
3-B Copy of Amended and Restated Operating Agreement of
Chrysler Financial Company L.L.C.*
4-A Copy of Indenture, dated as of February 15, 1988,
between Chrysler Financial Corporation and
Manufacturers Hanover Trust Company, Trustee,
thereafter succeded by United States Trust Company of
New York, as successor Trustee. Filed as Exhibit 4-A
to Registration No. 33-23479 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-B Copy of First Supplemental Indenture, dated as of
March 1, 1988, between Chrysler Financial Corporation
and Manufacturers Hanover Trust Company, Trustee,
thereafter succeded by United States Trust Company of
New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988, beween such parties.
Filed as Exhibit 4-L to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by
reference.
4-C Copy of Second Supplemental Indenture, dated as of
September 7, 1990, between Chrysler Financial
Corporation and Manufacturers Hanover Trust Company,
Trustee, thereafter succeded by United States Trust
Company of New York, as successor Trustee, to the
Indenture, dated as of February 15, 1988, beween such
parties. Filed as Exhibit 4-M to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and
incorporated herein by reference.
4-D Copy of Third Supplemental Indenture, dated as of May
4, 1992, between Chrysler Financial Corporation and
United States Trust Company of New York, as successor
Trustee, to the Indenture, dated as of February 15,
1988 beween Chrysler Financial Corporation and
Manufacturers Hanover Trust Company. Filed as Exhibit
4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June
30, 1992, and incorporated herein by reference.
4-E Copy of Fourth Supplemental Indenture, dated as of
October 1, 1998, between Chrysler Financial Company
L.L.C., as successor to Chrysler Financial
Corporation, and United States Trust Company of New
York, as successor Trustee, to the Indenture, dated
as of February 15, 1988, between Chrysler Financial
Corporation and Manufacturers Hanover Trust Company.+
4-F Copy of Forms of Warrant Agreements.+
4-G Form of Fixed Rate Redeemable or Non-redeemable Note.+
4-H Form of Fixed Rate Medium-Term Note.+
4-I Form of Floating Rate Medium-Term Note.+
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
- --------------- ----------------------
4-J Form of Multi-Currency Fixed Rate Medium-Term Note.+
4-K Form of Multi-Currency Floating Rate Medium-Term
Note.+
4-L Form of Floating Rate (LIBOR-Based) Note.+
5 Opinion of Christopher A. Taravella, Esq., Vice
President and General Counsel of Chrysler Financial
Company L.L.C., including consent.+
12-A Chrysler Financial Company L.L.C. and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges.+
12-B Chrysler Corporation Consolidated Computations of
Ratios of Earnings to Fixed Charges.+
15 Letter re: unaudited interim financial information.*
23-A Consent of Christopher A. Taravella, Esq. (included
in Exhibit 5)+
23-B Consent of Deloitte & Touche LLP.*
24 Power of attorney pursuant to which the signatures of
certain managers of Chrysler Financial Company L.L.C.
have been affixed to this Registration Statement.+
25 Statement of Eligibility and Qualification of Trustee
on Form T-1.+
<FN>
* Filed herewith.
+ Previously filed.