UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED SEPTEMBER 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-23192
CELADON GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3361050
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification Number)
9503 EAST 33RD STREET
ONE CELADON DRIVE
INDIANAPOLIS, IN 46236-4207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 972-7000
Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of shares outstanding of the Common Stock ($.033 par value) of the
Registrant as of the close of business on November 6, 1996 was 7,632,580.
This report hereby amends Item 6 of Part II of the Registrant's Quarterly
report on Form 10-Q for the period ended September 30, 1996, and, as so
amended, such item shall read as follows:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
* Exhibit 10.8 - Motor Carrier Transportation Contract
dated August 30, 1996 between Chrysler
Corporation and Celadon Group, Inc.
* Exhibit 10.9 - Motor Carrier Transportation Agreement,
effective as of October 1, 1993, between
Chrysler Motors Corporation and Celadon
Trucking Services,Inc., as amended.
Amendment incorporated by reference to
Exhibit 10.9 of Form 10-K filed October
14, 1994.
1 Exhibit 10.41 - Consulting and Non-Competition Agreement
dated July 3, 1996 between Leonard R.
Bennett and the Company.
1 Exhibit 10.42 - Third amendment, dated September 13, 1996,
to the $35,000,000 Credit Agreement dated
June 1, 1994 between Celadon Group, Inc.,
Celadon Trucking Services, Inc. and Randy
International, Ltd. and NBD Bank N.A. and
the First National Bank of Boston.
1 Exhibit 10.43 - Amendment dated July 3, 1996 to
Stockholders Agreement dated October 8,
1992 between Leonard R. Bennett, Stephen
Russell, Hanseatic Corporation and the
Company. Incorporated by reference to
Exhibit 10.17 of Form 10-K filed September
26, 1996.
1 Exhibit 10.44 - Agreement dated July 3, 1996 terminating
Voting Agreements dated October 8, 1992
and October 6, 1986 between Leonard R.
Bennett, Stephen Russell and the Company.
1 Exhibit 11 - Computation of per share earnings.
1 Exhibit 27 - Financial Data Schedule
* Confidential treatment for portions of this Exhibit has been requested
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, and the
omitted material has been filed separately with the Commission.
1 Previously filed
(b) Form 8-K Reports on Form 8-K were listed in Form
10-K filed September 26, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CELADON GROUP, INC.
(Registrant)
Date: January 15, 1997
/s/ Paul A. Will
Paul A. Will, Vice President, Secretary
and Controller
Chief Accounting Officer)
EXHIBIT 10.8
CHRYSLER
CORPORATION
MOTOR CARRIER
TRANSPORTATION
CONTRACT
CHRYSLER CORPORATION (CHRYSLER) WITH A
BUSINESS ADDRESS AT 38111 VAN DYKE, STERLING
HEIGHTS, MI 48312, HEREBY AGREES TO PURCHASE AND
Celadon Trucking Inc.
One Celadon Drive
9503 East 33rd Street
New York, N.Y. 10106
(CARRIER) AGREES TO SELL AND DELIVER THE SERVICES
SPECIFIED HEREIN IN ACCORDANCE WITH THE TERMS AND
CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF AND
ANY NUMBERED ATTACHMENTS HERETO.
DESCRIPTION OF SERVICES
COMMODITIES: TRUCKLOAD TRANSPORTATION OF PARTS AND RACKS TO AND FROM CHRYSLER
MEXICO LOCATIONS
EFFECTIVE DATE: Jan. 1, 1997 TERMINATION DATE: Dec. 31, 1999 PAYMENT TERMS:
30 DAYS
ORIGIN DESTINATION RATE TRANSIT TIME
*Various *Various *Various *Various
*As specified in Attachments A & B and subsequent acceptance letters executed
by Chrysler and the Carrier.
Chrysler reserves the right to add or delete business in order to meet its
changing business needs.
This contract is designed to meet the distinct needs of Chrysler Corporation.
CARRIER CHRYSLER CORPORATION
By: /s/ Michael Hodson By: /s/ R.P.C.
Date: 8/30/96 Date: 8/30/96
GENERAL TRANSPORTATION TERMS
MOTOR CARRIER
1. PERSONNEL AND EQUIPMENT Carrier will be deemed an independent contractor
to Chrysler and will provide all resources necessary to perform
transportation services. Carrier may subcontract transportation
services, subject to Chrysler's consent, individuals engaged by Carrier
will be considered employees or subcontractors of Carrier and will be
subject to discharge, discipline and control solely and exclusively by
Carrier.
2. COMMODITY LOSS AND DAMAGE Carrier's performance of transportation
services without loss or damage to Commodities is an essential
obligations of this Agreement, Carrier will meet the requirements and
objectives of all written programs, practices and procedures instituted
by Chrysler regarding the quality of transportation services. Carrier
is deemed to have care, control, custody and possession of Commodities
from the time they are tendered to the Carrier for transportation until
delivery to Chrysler or its consignee. During such period, Carrier
assumes full responsibility for any and all loss of or damage to
Commodities. Carrier will promptly act on all claims submitted by
chrysler or its agent.
3. INSURANCE AND INDEMNIFICATION Carrier will furnish to Chrysler and
maintain in effect during the term of this Agreement, as its sole
expense, insurance in amounts and coverages satisfactory to Chrysler.
Such insurance will be primary to, and not excess over or contributory
with, any other valid, applicable and collectible insurance in force for
Chrysler. Except for Commodity loss the damage claims filed by Chrysler
or its agent that are governed by Section 2, Carrier will defend,
indemnify and hold harmless Chrysler, its parent corporation,
subsidiaries, officers, directors and employees, from and against any
and all claims, liabilities, losses, damages, penalties, fees,
settlements and expenses in connection with 1) injury to or the death of
any person, 2) damage to or loss of any property of any person, or 3)
the violation of or non-compliance with any law or regulation, to the
extent such claims, liabilities, losses, damages, penalties, fees or
expenses result from or arise out of any act or omission of the
indemnifying party, or its employees or subcontractors, in connection
with the performance of transportation services.
4. COMPLIANCE WITH REGULATIONS Carrier will obtain, at its own expense, all
licenses, permits and approvals required under any applicable
governmental statute or regulation for the transportation of
Commodities. Carrier will obey all applicable governmental laws and
regulations connected with the transportation of Commodities.
5. FORCE MAJEURE The obligation of Carrier to furnish and of Chrysler to
use transportation services will be temporarily suspended during any
period in which either of the parties is unable to comply with this
Agreement because of fire, flood, civil commotion, closing of public
highways, government interference or regulations, or any other events
similar to the foregoing that are beyond the reasonable control of, and
are not due to the negligence of, the party claiming force majeure. The
parties will make all reasonable efforts to continue to meet their
obligations for the duration of the force majeure. Chrysler will have
the right to use other transportation services during the period of
force majeure, and any shipments made on alternate carriers during any
Carrier declared force majeure will be counted toward Chrysler's volume
obligation, if any, to Carrier.
6. PRECEDENCE OVER APPLICABLE TARIFFS To the extent permitted by applicable
laws and regulations, the terms of this Agreement will prevail over any
rules, regulations, tariffs, tariff circulars and terms and conditions
of bills of lading regarding transportation of Commodities.
7. DEFAULT, CURE AND TERMINATION In the event that Carrier fails to perform
any of its obligations herein, Chrysler will give the Carrier written
notice specifying the nature of the default and demanding cure
satisfactory to Chrysler within thirty (30) days following receipt of
the demand to cure. Failing such cure, Chrysler will have the right: 1)
to cease tendering all or a portion of Commodities for future shipments,
or 2) to terminate the Agreement. If Carrier's default is related to
transit times, then Chrysler may also, at any time and without written
notice as provided above, use alternate carriers to transport all or a
portion of Commodities. Carrier recognizes that Commodities must be
shipped on a timely basis and without the loss or damage in order for
Chrysler to avoid loss and expense as a consequence of plant shutdowns,
schedule realignments, off-line repairs or the necessity of procuring
higher-cost alternative transportation.
8. INSPECTION AND AUDIT Chrysler may, on reasonable notice, inspect any
Commodity and any equipment used to handle and transport Commodities
wherever located. Chrysler may also, on reasonable notice, inspect
Carrier's records relating to transportation of Commodities. Chrysler
may, at any time and with notice to Carrier, remove Commodities from
Carrier's care, possession, custody or control.
9. MISCELLANEOUS CLAUSES This Agreement will be binding on permitted
successors and assigns. The failure to exercise any of the terms of
this Agreement will not be construed as a continuing waiver of such
term.
Neither this Agreement nor any of the duties herein may be assigned or
delegated without the written permission of the other party.
Carrier will notify Chrysler of all relevant information regarding any
actual or potential labor dispute delaying or threatening to delay
timely performance of this Agreement.
If any provision of this Agreement is held to be legally invalid or
unenforceable, such provision will be deemed omitted and all other
provisions of this Agreement will continue in force.
Carrier will not, without the prior written consent of Chrysler,
advertise or publish in any manner the rates established herein or use
the name or trademarks of Chrysler, its products or any of its
associated companies.
All notices or communications which are required to be given under this
Agreement will be sent by regular or certified mail, postage prepaid, to
the other party at the business address specified in this Agreement.
The terms of this Agreement will be governed by the laws of the State of
Michigan (without regard to its conflicts of laws rules), except to the
extent preempted by federal law.
10. ENTIRE AGREEMENT This Agreement, which consists of the Transportation
Contract, General Transportation Terms and other documents referred to
herein, constitutes the complete and entire agreement between Carrier
and Chrysler for the transportation services defined herein and
supersedes all prior and contemporaneous proposals, representations,
statements, agreements and promises, express or implied, with respect
thereto. This Agreement may be amended only in a writing signed by the
parties.
Chrysler Corporation (Chrysler) Chrysler Corporation
Auburn Hills, Michigan Motor Carrier Transportation
Contract
Hereby agrees to purchase and
Celadon Group
One Celadon Drive
9503 East 33rd Street
Indianapolis, Indiana 46236
(Carrier) agrees to sell and deliver the services
specified herein in accordance with the terms and
conditions on the fact and reverse side hereof and
any numbered attachments hereto.
CONTRACT NAME: Chrysler/Celadon CDM Truckload Contract
DESCRIPTION OF SERVICES
COMMODITIES: Auto Parts and Shipping Devices
EFFECTIVE DATE: 1/1/97 TERMINATION DATE: 12/31/99 PAYMENT TERMS
CONTRACT AMENDMENT AND EXTENSION
ORIGIN DESTINATION RATE TRANSIT TIME
Various Various See ATTACHMENT B See ATTACHMENT B
TO AMEND ATTACHMENTS A & B OF THE CHRYSLER/CELADON CDM TRUCKLOAD CONTRACT.
REVISE CONTRACT AS FOLLOWS:
1. CELADON shall [CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS
BEEN REQUESTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.]
2. CELADON reserves the right to review [*] selected rates to the United
States from Laredo which may be canceled or adjusted by mutual agreement
between the parties after January 1, 1998.
* CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE
OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
3. Southbound 53' trailers transloaded in Laredo shall be subject to a
charge to CHRYSLER [CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION
HAS BEEN REQUESTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT
OF 1934, AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.]
4. CELADON will commit to pick up [*] of all chrysler Southbound parts
shipments offered to CELADON which are described in the lanes shown in
ATTACHMENT B and in subsequent specific service/rate letters of
Agreement.
* CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE
OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
5. CELADON will pick up the Southbound parts shipments within the Response
Time Schedule shown in ATTACHMENT C.
6. CELADON will transport the Southbound parts shipments in accordance with
the transit times show in ATTACHMENT B, as measured from time of pick
up.
7. Programs developed and mutually implemented to achieve savings for
CELADON will be [*] CELADON and CHRYSLER. [*]
* CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE
OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
8. Celadon will commit to haul Northbound rack shipments at a minimum
weekly rate of [*] of the Southbound volume. The service level on these
Northbound shipments will be as follows:
Hot Racks - (as identified by Hastings or Chrysler Logistics) will move
with the same transit time as auto parts.
Other Racks - not designated as "hot", or in excess of [*] will move at
auto parts transit times, [*].
* CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE
OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Celadon will provide weekly reports showing the actual NB/SB load ratio,
and our service against these transit time requirements. With prior
approval from Chrysler, Celadon may utilize intermodal service to avoid
NB Laredo shipments backlogs.
9. Both parties agree to negotiate amendments to any or all of the above
provisions in the event of force majeure or other significant and
unexpected economic fluctuations.
10. This contract will be in effect until December 31, 1999.
Carrier: Chrysler Corporation
BY: /s/ Michael J. Hodson BY: /s/ T.W.G.
One Celadon Drive
9503 E. 33rd St.
Indianapolis, IN 46236
Phone: (317) 972-7000 - Fax (317) 890-9401
CELADON TRUCKING SERVICES, INC.
CONTRACT RATES FOR:
Chrysler Corporation
800 Chrysler Drive East
Auburn Hills, MI 48326
EFFECTIVE: 8/20/96 ATTACHMENT "B"
ISSUED: CONTRACT RATES ITEM # CR0001
RATE SPECIAL TRANSIT
FROM: TO: (CPM) MILES TOTAL NOTES
TIME
[CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.]
ATTACHMENT C
Celadon Response Time Schedule
[CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.]
EXHIBIT 10.9
CHRYSLER
CORPORATION
MOTOR CARRIER
TRANSPORTATION
CONTRACT
CHRYSLER CORPORATION (CHRYSLER) WITH A
BUSINESS ADDRESS AT 38111 VAN DYKE, STERLING
HEIGHTS, MI 48312, HEREBY AGREES TO PURCHASE AND
Celadon Trucking Inc.
888 Seventh Ave.
New York, N.Y. 10106
(CARRIER) AGREES TO SELL AND DELIVER THE SERVICES
SPECIFIED HEREIN IN ACCORDANCE WITH THE TERMS AND
CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF AND
ANY NUMBERED ATTACHMENTS HERETO.
DESCRIPTION OF SERVICES
COMMODITIES: Truckload Transportation Services
EFFECTIVE DATE: Oct. 1, 1993 TERMINATION DATE: Sept. 30, 1996 PAYMENT
TERMS: 30 Days
ORIGIN DESTINATION RATE TRANSIT TIME
*Various *Various *Various *Various
*As specified in the rate acceptance letter(s) executed by Chrysler and the
Carrier.
Lanes awarded with this contract are to remain firm in price for a minimum
period extending thru January 1, 1995 as specified on the attachment.
Business awarded after the contract effective date will be as specified in the
individual rate acceptance letters.
Chrysler reserves the right to add or delete business in order to meet its
changing business needs.
CARRIER CHRYSLER CORPORATION
By: /s/ Leonard Bennett By: /s/ John A. Ryda
Date: 9/23/93 Date: 9/15/93
GENERAL TRANSPORTATION TERMS
MOTOR CARRIER
1. PERSONNEL AND EQUIPMENT Carrier will be deemed an independent contractor
to Chrysler and will provide all resources necessary to perform
transportation services. Carrier may subcontract transportation
services, subject to Chrysler's consent, individuals engaged by Carrier
will be considered employees or subcontractors of Carrier and will be
subject to discharge, discipline and control solely and exclusively by
Carrier.
2. COMMODITY LOSS AND DAMAGE Carrier's performance of transportation
services without loss or damage to Commodities is an essential
obligations of this Agreement, Carrier will meet the requirements and
objectives of all written programs, practices and procedures instituted
by Chrysler regarding the quality of transportation services. Carrier
is deemed to have care, control, custody and possession of Commodities
from the time they are tendered to the Carrier for transportation until
delivery to Chrysler or its consignee. During such period, Carrier
assumes full responsibility for any and all loss of or damage to
Commodities. Carrier will promptly act on all claims submitted by
chrysler or its agent.
3. INSURANCE AND INDEMNIFICATION Carrier will furnish to Chrysler and
maintain in effect during the term of this Agreement, as its sole
expense, insurance in amounts and coverages satisfactory to Chrysler.
Such insurance will be primary to, and not excess over or contributory
with, any other valid, applicable and collectible insurance in force for
Chrysler. Except for Commodity loss the damage claims filed by Chrysler
or its agent that are governed by Section 2, Carrier will defend,
indemnify and hold harmless Chrysler, its parent corporation,
subsidiaries, officers, directors and employees, from and against any
and all claims, liabilities, losses, damages, penalties, fees,
settlements and expenses in connection with 1) injury to or the death of
any person, 2) damage to or loss of any property of any person, or 3)
the violation of or non-compliance with any law or regulation, to the
extent such claims, liabilities, losses, damages, penalties, fees or
expenses result from or arise out of any act or omission of the
indemnifying party, or its employees or subcontractors, in connection
with the performance of transportation services.
4. COMPLIANCE WITH REGULATIONS Carrier will obtain, at its own expense, all
licenses, permits and approvals required under any applicable
governmental statute or regulation for the transportation of
Commodities. Carrier will obey all applicable governmental laws and
regulations connected with the transportation of Commodities.
5. FORCE MAJEURE The obligation of Carrier to furnish and of Chrysler to
use transportation services will be temporarily suspended during any
period in which either of the parties is unable to comply with this
Agreement because of fire, flood, civil commotion, closing of public
highways, government interference or regulations, or any other events
similar to the foregoing that are beyond the reasonable control of, and
are not due to the negligence of, the party claiming force majeure. The
parties will make all reasonable efforts to continue to meet their
obligations for the duration of the force majeure. Chrysler will have
the right to use other transportation services during the period of
force majeure, and any shipments made on alternate carriers during any
Carrier declared force majeure will be counted toward Chrysler's volume
obligation, if any, to Carrier.
6. PRECEDENCE OVER APPLICABLE TARIFFS To the extent permitted by applicable
laws and regulations, the terms of this Agreement will prevail over any
rules, regulations, tariffs, tariff circulars and terms and conditions
of bills of lading regarding transportation of Commodities.
7. DEFAULT, CURE AND TERMINATION In the event that Carrier fails to perform
any of its obligations herein, Chrysler will give the Carrier written
notice specifying the nature of the default and demanding cure
satisfactory to Chrysler within thirty (30) days following receipt of
the demand to cure. Failing such cure, Chrysler will have the right: 1)
to cease tendering all or a portion of Commodities for future shipments,
or 2) to terminate the Agreement. If Carrier's default is related to
transit times, then Chrysler may also, at any time and without written
notice as provided above, use alternate carriers to transport all or a
portion of Commodities. Carrier recognizes that Commodities must be
shipped on a timely basis and without the loss or damage in order for
Chrysler to avoid loss and expense as a consequence of plant shutdowns,
schedule realignments, off-line repairs or the necessity of procuring
higher-cost alternative transportation.
8. INSPECTION AND AUDIT Chrysler may, on reasonable notice, inspect any
Commodity and any equipment used to handle and transport Commodities
wherever located. Chrysler may also, on reasonable notice, inspect
Carrier's records relating to transportation of Commodities. Chrysler
may, at any time and with notice to Carrier, remove Commodities from
Carrier's care, possession, custody or control.
9. MISCELLANEOUS CLAUSES This Agreement will be binding on permitted
successors and assigns. The failure to exercise any of the terms of
this Agreement will not be construed as a continuing waiver of such
term.
Neither this Agreement nor any of the duties herein may be assigned or
delegated without the written permission of the other party.
Carrier will notify Chrysler of all relevant information regarding any
actual or potential labor dispute delaying or threatening to delay
timely performance of this Agreement.
If any provision of this Agreement is held to be legally invalid or
unenforceable, such provision will be deemed omitted and all other
provisions of this Agreement will continue in force.
Carrier will not, without the prior written consent of Chrysler,
advertise or publish in any manner the rates established herein or use
the name or trademarks of Chrysler, its products or any of its
associated companies.
All notices or communications which are required to be given under this
Agreement will be sent by regular or certified mail, postage prepaid, to
the other party at the business address specified in this Agreement.
The terms of this Agreement will be governed by the laws of the State of
Michigan (without regard to its conflicts of laws rules), except to the
extent preempted by federal law.
10. ENTIRE AGREEMENT This Agreement, which consists of the Transportation
Contract, General Transportation Terms and other documents referred to
herein, constitutes the complete and entire agreement between Carrier
and Chrysler for the transportation services defined herein and
supersedes all prior and contemporaneous proposals, representations,
statements, agreements and promises, express or implied, with respect
thereto. This Agreement may be amended only in a writing signed by the
parties.
CHRYSLER TRUCKLOAD AWARD - EFF. 10/01/93
PLANT SUPPLIER SUPPLIER TYPE I/B O/B TRANS SHPT/ RACK
SCAC CODE CODE NAME ST. CITY MODE RATE RATE HRS. HRS. RET.
[CONFIDENTIAL TREATMENT FOR SUCH OMITTED INFORMATION HAS BEEN REQUESTED
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.]
CARRIER APPROVAL BY: ____________________ DATE: _______ CHRYSLER APPROVAL
BY: /s/ John A. Ryda DATE: 9-15-93