<PAGE> 1
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)
J. M. Rintamaki, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED* PER SHARE** PRICE** REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $1.00 4,000,000
par value shares $29.1875 $116,750,000 $40,258.62
- -------------------------------------------------------------------------------
</TABLE>
*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by the
Trustee under the Plan during 1994 and during subsequent years until a new
Registration Statement becomes effective.
**Based on the "when issued" market price of Common Stock of the Company
on June 21, 1994 in accordance with Rule 457(c) under the Securities Act of
1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan described herein.
<PAGE> 2
FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT
PLAN FOR SALARIED EMPLOYEES
____________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-50194, 33-36061, 33-
14951 and 2-95020 are incorporated herein by reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
EXHIBIT 4.A - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees. Filed as Exhibit 4(A) to
Registration Statement No. 33-14951 and incorporated
herein by reference.
EXHIBIT 4.B - Copy of Trust Agreement dated January 13, 1956 between
Ford Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as Trustee.
Filed as Exhibit 5-C to Registration Statement No. 2-
12160 and incorporated herein by reference.
EXHIBIT 4.C - Copy of Amendment dated January 1, 1970 to Trust
Agreement dated January 13, 1956 between Ford Motor
Company and Comerica Bank (formerly Manufacturers
National Bank of Detroit), as Trustee. Filed as Exhibit
3 to Registration Statement No. 2-37159 and incorporated
herein by reference.
EXHIBIT 4.D - Copy of Amendment dated July 1, 1973 to Trust Agreement
dated January 13, 1956, as amended January 1, 1970,
between Ford Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as Trustee.
Filed as Exhibit Y to the Annual Report of the Company on
Form 10-K for 1973 and incorporated herein by reference.
EXHIBIT 4.E - Copy of Amendment dated as of January 1, 1977 to Trust
Agreement dated January 13, 1956 between Ford Motor
Company and Comerica Bank (formerly Manufacturers
National Bank of Detroit), as Trustee. Filed as Exhibit
2(C) to Registration Statement No. 2-58732 and
incorporated herein by reference.
EXHIBIT 4.F - Copy of Amendment effective as of January 1, 1993 to
Trust Agreement dated January 13, 1956 between Ford Motor
Company and Comerica Bank, as Trustee. Filed with this
Registration Statement.
1
<PAGE> 3
EXHIBIT 4.G - Copy of Group Annuity Contract effective January 1, 1991
between The Prudential Insurance Company of America and
Comerica Bank (formerly Manufacturers National Bank of
Detroit), as Trustee. Filed as Exhibit 4(I) to
Registration Statement No. 33-50194 and incorporated
herein by reference.
EXHIBIT 4.H - Copy of Group Annuity Binder Contract effective January
1, 1991 between Metropolitan Life Insurance Company and
Comerica Bank (formerly Manufacturers National Bank of
Detroit), as Trustee. Filed as Exhibit 4(J) to
Registration Statement No. 33-50194 and incorporated
herein by reference.
EXHIBIT 4.I - Copy of Group Annuity Contract effective January 1, 1992
between The Prudential Insurance Company of America and
Comerica Bank (formerly Manufacturers National Bank of
Detroit), as Trustee. Filed as Exhibit 4(K) to
Registration Statement No. 33-50194 and incorporated
herein by reference.
EXHIBIT 4.J - Copy of Letter Agreement effective February 1, 1993
between Lehman Government Securities, Inc. and Comerica
Bank, as Trustee. Filed with this Registration
Statement.
EXHIBIT 4.K - Copy of Group Annuity Contract effective January 1, 1994
between The Prudential Insurance Company of America and
Comerica Bank, as Trustee. Filed with this Registration
Statement.
EXHIBIT 5.A - Opinion of John M. Rintamaki, Secretary and Assistant
General Counsel of Ford Motor Company, with respect to
the legality of the securities being registered
hereunder. Filed with this Registration Statement.
EXHIBIT 5.B - Copy of Internal Revenue Service determination letter
that the Plan is qualified under Section 401 of the
Internal Revenue Code. Filed as Exhibit 5(B) to
Registration Statement No. 33-14951 and incorporated
herein by reference.
EXHIBIT 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
EXHIBIT 23 - Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
EXHIBIT 24.A - Powers of Attorney authorizing signature. Filed with
this Registration Statement.
EXHIBIT 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with
this Registration Statement.
2
<PAGE> 4
SIGNATURES
The Plan. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DEARBORN,
STATE OF MICHIGAN, ON THIS 23RD DAY OF JUNE, 1994.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/P. T. Zachary
P. T. ZACHARY, CHAIRMAN
SAVINGS AND STOCK INVESTMENT
PLAN COMMITTEE
3
<PAGE> 5
The Registrant. 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-8 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF MICHIGAN, ON THIS
23RD DAY OF JUNE, 1994.
FORD MOTOR COMPANY
By: Alex Trotman*
(ALEX TROTMAN)
Chairman of the Board of Directors
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
Signature Title Date
--------- ----- ----
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer)
- -----------------------
(ALEX TROTMAN)
Colby H. Chandler* Director
- ---------------------------
(COLBY H. CHANDLER)
Michael D. Dingman* Director June 23, 1994
- ---------------------------
(MICHAEL D. DINGMAN)
Director and Vice
President, Ford Motor Company,
and Director and President
and Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- ----------------------------
(EDSEL B. FORD II)
Director and Chairman
William Clay Ford* of the Finance Committee
- ----------------------------
(WILLIAM CLAY FORD)
4
<PAGE> 6
Signature Title Date
--------- ----- ----
Director and
Vice President -
Commercial Truck
William Clay Ford, Jr.* Vehicle Center
- ----------------------------
(WILLIAM CLAY FORD, JR.)
Director and
Allan D. Gilmour* Vice Chairman
- ----------------------------
(ALLAN D. GILMOUR)
Roberto C. Goizueta* Director
- ----------------------------
(ROBERTO C. GOIZUETA)
Irvine O. Hockaday, Jr.* Director
- ----------------------------
(IRVINE O. HOCKADAY, JR.)
Director
- ----------------------------
(DREW LEWIS)
Ellen R. Marram* Director June 23, 1994
- ----------------------------
(ELLEN R. MARRAM)
Kenneth H. Olsen* Director
- ----------------------------
(KENNETH H. OLSEN)
Carl E. Reichardt* Director
- ----------------------------
(CARL E. REICHARDT)
Director and Vice Chairman
Louis R. Ross* and Chief Technical Officer
- ----------------------------
(LOUIS R. ROSS)
Director and Executive
Vice President
and Chief Financial Officer
Stanley A. Seneker* (principal financial officer)
- ----------------------------
(STANLEY A. SENEKER)
5
<PAGE> 7
Signature Title Date
--------- ----- ----
Director
- ---------------------------
(CLIFTON R. WHARTON, JR.)
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer) June 23, 1994
- ---------------------------
(MURRAY L. REICHENSTEIN)
*By: /s/K. S. Lamping
----------------------
(K. S. Lamping,
Attorney-in-Fact)
6
<PAGE> 8
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
-------------
EXHIBIT 4.A - Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees.
Filed as Exhibit 4(A) to Registration
Statement No. 33-14951 and incorporated
herein by reference.
EXHIBIT 4.B - Copy of Trust Agreement dated January 13,
1956 between Ford Motor Company and
Comerica Bank (formerly Manufacturers
National Bank of Detroit), as Trustee.
Filed as Exhibit 5-C to Registration
Statement No. 2-12160 and incorporated
herein by reference.
EXHIBIT 4.C - Copy of Amendment dated January 1, 1970 to
Trust Agreement dated January 13, 1956
between Ford Motor Company and Comerica
Bank (formerly Manufacturers National Bank
of Detroit), as Trustee. Filed as Exhibit
3 to Registration Statement No. 2-37159
and incorporated herein by reference.
EXHIBIT 4.D - Copy of Amendment dated July 1, 1973 to
Trust Agreement dated January 13, 1956, as
amended January 1, 1970, between Ford
Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit),
as Trustee. Filed as Exhibit Y to the
Annual Report of the Company on Form 10-K
for 1973 and incorporated herein by
reference.
EXHIBIT 4.E - Copy of Amendment dated as of January 1,
1977 to Trust Agreement dated January 13,
1956 between Ford Motor Company and
Comerica Bank (formerly Manufacturers
National Bank of Detroit), as Trustee.
Filed as Exhibit 2(C) to Registration
Statement No. 2-58732 and incorporated
herein by reference.
EXHIBIT 4.F - Copy of Amendment effective as of January
1, 1993 to Trust Agreement dated January
13, 1956 between Ford Motor Company and
Comerica Bank, as Trustee. Filed with
this Registration Statement.
EXHIBIT 4.G - Copy of Group Annuity Contract effective
January 1, 1991 between The Prudential
Insurance Company of America and Comerica
Bank (formerly Manufacturers National Bank
of Detroit), as Trustee. Filed as Exhibit
4(I) to Registration Statement No. 33-
50194 and incorporated herein by
reference.
7
<PAGE> 9
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
-------------
EXHIBIT 4.H - Copy of Group Annuity Binder Contract
effective January 1, 1991 between
Metropolitan Life Insurance Company and
Comerica Bank (formerly Manufacturers
National Bank of Detroit), as Trustee.
Filed as Exhibit 4(J) to Registration
Statement No. 33-50194 and incorporated
herein by reference.
EXHIBIT 4.I - Copy of Group Annuity Contract effective
January 1, 1992 between The Prudential
Insurance Company of America and Comerica
Bank (formerly Manufacturers National Bank
of Detroit), as Trustee. Filed as Exhibit
4(K) to Registration Statement No. 33-
50194 and incorporated herein by
reference.
EXHIBIT 4.J - Copy of Letter Agreement effective
February 1, 1993 between Lehman Government
Securities, Inc. and Comerica Bank, as
Trustee. Filed with this Registration
Statement.
EXHIBIT 4.K - Copy of Group Annuity Contract effective
January 1, 1994 between The Prudential
Insurance Company of America and Comerica
Bank, as Trustee. Filed with this
Registration Statement.
EXHIBIT 5.A - Opinion of J. M. Rintamaki, Secretary and
Assistant General Counsel of Ford Motor
Company, with respect to the legality of
the securities being registered hereunder.
Filed with this Registration Statement.
EXHIBIT 5.B - Copy of Internal Revenue Service
determination letter that the Plan is
qualified under Section 401 of the
Internal Revenue Code. Filed as Exhibit
5(B) to Registration Statement No. 33-
14951 and incorporated herein by
reference.
EXHIBIT 15 - Letter from Independent Certified Public
Accountants regarding unaudited interim
financial information. Filed with this
Registration Statement.
EXHIBIT 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
EXHIBIT 24.A - Powers of Attorney authorizing signature.
Filed with this Registration Statement.
8
<PAGE> 10
EXHIBIT INDEX
SEQUENTIAL PAGE
AT WHICH FOUND
(OR INCORPORATED
BY REFERENCE)
-------------
EXHIBIT 24.B - Certified resolutions of Board of
Directors authorizing signature pursuant
to a power of attorney. Filed with this
Registration Statement.
9
<PAGE> 1
EXHIBIT 4. F
AMENDMENT TO TRUST AGREEMENT
Ford Motor Company (hereinafter called the "Company") and Comerica
Bank (as successor in interest to Manufacturers National Bank of Detroit)
(hereinafter called the "Trustee") hereby amend the Trust Agreement dated
January 13, 1956 between the Company and the Trustee, as amended effective
January 1, 1977; January 1, 1970; July 1, 1973; and April 30, 1974
(hereinafter called the "Trust Agreement"), as follows:
1. The following section replaces Section 5 of the Trust Agreement:
"Section 5. The Trustee shall invest and reinvest the principal
and income of the Trust Assets and keep the Trust Assets invested according to
the investment elections of the Members under the Plan without distinction
between principal and income. The Trustee, in its discretion, may keep such
portion of Trust Assets in cash or cash balances as the Trustee may deem
sufficient in its opinion to enable it to carry out the purposes of the Plan.
Investments in the Bond Fund made pursuant to the Plan shall be
segregated from other Trust Assets, and the Trustee shall keep separate
records of account for the Bond Fund. The principal and income from the Bond
Fund shall be invested and reinvested by the Trustee as directed by a person,
company, corporation or other organization appointed by the Company ("Bond
Fund Manager").
The Trustee shall notify the Bond Fund Manager promptly whenever
funds are received for investment by the Bond Fund Manager. The Trustee
shall promptly notify the Bond Fund Manager in writing whenever any
transaction directed by such Manager has been accomplished. The Trustee shall
supply to
<PAGE> 2
- 2 -
the Bond Fund Manager such other reports as from time to time may be agreed
upon by the Company, the Trustee and the Bond Fund Manager.
The Trustee shall be under no duty to question any direction of the
Bond Fund Manager, or to review the securities held by or at the direction of
the Bond Fund Manager, or to make any suggestions to the Bond Fund Manager
with respect to the investment and reinvestment of assets held by or at the
direction of the Bond Fund Manager. The Trustee shall be fully protected with
regard to assets held by or at the direction of the Bond Fund Manager in
acting in accordance with, or omitting to act in the absence of, directions
from the Bond Fund Manager and shall be under no liability for any loss of any
kind which may result by reason of any action taken or omitted by it in
accordance with any direction of the Bond Fund Manager or by reason of
inaction in the absence of directions from the Bond Fund Manager. The Trustee
may delegate to the Bond Fund Manager the power to act as its agent and
attorney-in-fact to buy, sell and trade in assets of the Bond Fund Account
held by or at the direction of the Bond Fund Manager.
The Trustee shall keep separate records of account for the Income
Fund, of payments made to, and payments received from, Accumulation Fund
Managers and of Interests in Accumulation Funds pursuant to the Plan.
Investments in the Common Stock Fund made pursuant to the Plan shall
be segregated from other Trust Assets, and the Trustee shall keep separate
records of account for the Common Stock Fund. The principal and income in
the Common Stock Fund account shall be invested and reinvested by the Trustee
in its collective funds in accordance with the provisions of the Plan."
<PAGE> 3
- 3 -
2. The following section replaces Section 7 of the Trust Agreement:
"Section 7. In addition to and not by way of limitation of the
powers now or hereafter vested in the Trustee by law, this Agreement, or the
provisions of the Plan, the Trustee shall have the following powers and
authority in the investment and administration of the Trust Assets in its
discretion, except that, with respect to the Trust Assets in the Bond Fund, it
is empowered to exercise the powers listed below in subsections (a) and (b)
only upon the direction of the Bond Fund Manager and except, further, that,
with respect to the Trust Assets in the Common Stock Fund, it is empowered to
exercise the powers listed below only in connection with its collective funds:
(a) To sell, exchange, convey, transfer or otherwise dispose of any
Trust Asset by private contract or at public auction, and no
person dealing with the Trustee shall be bound to see to the
application of the proceeds or to inquire into the validity,
expediency or propriety of any such sale or other disposition; to
exercise any conversion privileges, subscription rights or other
options and to make any payments incidental thereto;
(b) to vote any stocks, bonds or other securities, except that shares
of Company stock will be voted in accordance with the provisions
of paragraph XXIV of the Plan; to give general or special proxies
or powers of attorney with or without power of substitution; to
consent to or otherwise participate in corporate reorganizations
or other changes affecting corporate securities and to delegate
discretionary powers and to pay any assessments or charges in
connection therewith, and generally to exercise any of the powers
<PAGE> 4
- 4 -
of an owner with respect to stocks, bonds, securities or other
property held among the Trust Assets;
(c) subject to the provisions of the Plan, to hold Trust Assets in the
name of a nominee of the Trustee without disclosure of the Trust or
to hold securities in bearer form, but no registration or holding
by the Trustee shall relieve the Trustee from its responsibility
for the safe custody of Trust Assets and disposition thereof in
accordance with the terms and provisions of this Agreement;
(d) to make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any and all other instruments that may
be necessary or appropriate to carry out the powers herein granted;
(e) to employ suitable agents to accomplish any function of the Trustee
and to employ counsel and to pay their reasonable expenses and
compensation; and
(f) to accomplish any function of the Trustee, including investment
decisions, by arrangement with a subsidiary or an affiliate of the
Trustee."
3. The following section replaces Section 9 of the Trust
Agreement:
"Section 9. All income or other taxes of any kind whatsoever, if
any, that may be levied or assessed under existing or future laws upon or in
respect of the trust assets or any income included therein shall be paid by
the Trustee out of the trust assets, and shall be reported by the Trustee to
the Committee for allocation and charging to the respective accounts of the
members in such manner as the Committee and the Trustee shall determine.
<PAGE> 5
-5-
All brokerage commissions and transfer taxes incurred in the
purchase, sale or trade of securities or other investments in the Common Stock
Fund, the Current Interest Fund and the Bond Fund will be paid by the Trustee
from the Trust Assets held in the Common Stock Fund, the Current Interest Fund
and the Bond Fund, respectively, and all brokerage commissions, transfer
taxes, related fees and other expenses incurred in the purchase, sale, or
trade of securities or other investments held in any common, collective or
commingled fund in which the Common Stock Fund, the Current Interest Fund or
the Bond Fund may have an interest will be paid from the assets in such
common, collective or commingled fund. Bond Fund management fees shall be
paid from assets in the Bond Fund. All brokerage commissions, fees and
transfer taxes incurred in connection with the purchase or sale of Company
stock by the Trustee will be paid by the Trustee from the trust assets
available for investment in Company stock. Except as aforesaid, all expenses
and fees incurred or charged by the Trustee in connection with the exercise or
performance of its powers and duties hereunder, including, without limiting
the generality thereof, such compensation to the Trustee as may be agreed from
time to time by the Company and the Trustee, reasonable fees for legal
services rendered to the Trustee (whether in connection with any litigation or
otherwise) and expenses and any losses incurred by the Trustee in connection
with payment of cash settlements for fractional interests in securities, shall
be borne by the Company, provided, however, that expenses of administering the
Plan shall be paid from assets attributable to Company contributions that
shall have been forfeited, in accordance with the provisions of the Plan."
<PAGE> 6
-6-
4. The foregoing amendments are effective as of January 1, 1993 or
such earlier date as provided in the Plan.
Executed as of the 10th day of December, 1993 to be effective as
provided above.
FORD MOTOR COMPANY
By /s/ D. N. McCammon
------------------
D. N. McCammon
Vice President-Finance and Treasurer
COMERICA BANK
By /s/ James A. McIntosh
----------------------
James A. McIntosh
Vice President
<PAGE> 1
Exhibit 4. J
LETTER AGREEMENT
WITH RESPECT
TO
MASTER REPURCHASE AGREEMENT
AND
REPURCHASE TRANSACTION TRI-PARTY CUSTODY AGREEMENT
THIS LETTER AGREEMENT is made and entered into as of the date written
below by and between COMERICA BANK as Trustee (the "Buyer") pursuant to the
Trust Agreements (as defined below) and LEHMAN GOVERNMENT SECURITIES INC.,
(the "Seller"). Reference is made to:
(i) The Savings and Stock Investment Plan for Salaried Employees ("SSIP")
dated June 30, 1987 and all amendments thereto through December 31, 1992, the
Tax-Efficient Savings Plan for Hourly Employees ("TESPHE") dated October 7,
1990 and all amendments thereto through December 31, 1992, (collectively, "the
Plans"), the Trust Agreement under the SSIP between Ford Motor Company and
Comerica Bank (formerly Manufacturers National Bank of Detroit) dated January
13, 1956 and all amendments thereto, and the Trust Agreement under the TESPHE
between Ford Motor Company and Comerica Bank (formerly Manufacturers National
Bank of Detroit) dated as of January 1, 1985 and all amendments thereto,
(collectively, the "Trust Agreements") authorizing the Buyer to invest all or
a portion of the moneys under the Income Fund established under the plans
pursuant to an Income Fund Contract (such contract, together with the Plans
and Trust Agreements, collectively referred to herein as the "Plan
Documents"); and
(ii) The Master Repurchase Agreement and Annex 1 thereto dated as of
February 1, 1993 by and between the Buyer and the Seller (the "Repurchase
Agreement") governing specific repurchase transactions which may be entered
into from time to time by the Buyer and the Seller for the sale and subsequent
repurchase of securities (the "Transactions"); and
(iii) The Repurchase Transaction Tri-Party Custody Agreement and all
exhibits thereto dated as of February 1, 1993 (the "Custody Agreement") among
Buyer, Seller and Bank of America NT & SA (the "Custodian").
The Transactions described hereunder shall be deemed Transactions under
the Repurchase Agreement. All capitalized terms used and not defined herein
will have the respective meanings ascribed to them in the Repurchase
Agreement, the Custody Agreement, or the Plan Documents, as applicable;
provided, however, that the term "Business Day" shall have the
meaning ascribed to it in the Custody Agreement. The terms of this Letter
Agreement (the "Letter") are hereby incorporated into the Repurchase Agreement
as if set forth in full therein. Notwithstanding the provisions of Paragraph
14 of the Repurchase Agreement, if there is any conflict between any
provision set forth in the Repurchase Agreement and any provision set forth
hereunder, then the terms of this Letter shall prevail. This Letter, the
Repurchase Agreement and the Custody Agreement shall hereinafter be referred
to as the CGIC Agreements.
1
<PAGE> 2
INITIAL PURCHASE OF SECURITIES:
1. The parties hereto agree that during the period February 1, 1993 to
January 31, 1994 (the "Window Period"), the Buyer, in its sole discretion, may
cause the Seller to enter into Transactions whereby upon one Business Day's
notice, the Buyer shall purchase from the Seller and the Seller shall sell to
the Buyer certain securities which are of the type set forth in Schedule A
annexed hereto and incorporated herein (the "Securities") equal in Market
Value to an amount transferred by Buyer (the "Increase Amount") multiplied by
the agreed-upon percentages (each a "Margin Percentage") set forth in Schedule
A. In connection with each Transaction, the Buyer shall transfer to the
Seller the Increase Amount in immediately available funds as payment for
Purchased Securities and the Seller shall transfer the Purchased Securities to
the Buyer's account (each a "Window Transaction Increase"). Window
Transaction Increases shall only be effected by the Buyer with funds received
from new deposits and transfer of funds by participants from other Plan
investments during the Window Period, such funds resulting only from
participant elections effective during calendar year 1993.
REPURCHASE DATES:
2. The Buyer and Seller agree that the Seller shall repurchase from the
Buyer certain of the Purchased Securities in an amount equal to or less than
the then current Purchase Price (each such Transaction referred to herein as a
"Transaction Reduction") subject to and in accordance with the notice
provisions set forth in Paragraph 5 and the following terms and conditions:
(i) If the Buyer is required to satisfy benefit payments specified by
the employee made pursuant to the employee benefit plans contributing to the
Plans, the Buyer may effect a Transaction Reduction upon two Business Days'
notice in the amount of such bona fide benefit payments. Buyer shall provide
to Seller reasonable proof, including written documentation to verify or
establish Seller's responsibility for this Transaction Reduction within two
weeks of such Transaction Reduction. If reasonable proof is not provided by
the Buyer to the Seller in accordance with the previous sentence, such
Transaction Reduction shall be deemed to be a Transaction Reduction pursuant
to subparagraph (iii) hereof and the Repurchase Price may be adjusted
accordingly.
(ii) On any Business Day, Buyer may effect a Transaction Reduction, for
any reason other than described in (i) above, without penalty, provided that
(a) notice is given to the Seller thirty days in advance that the Buyer
intends to effect a Transaction Reduction under this Subparagraph (ii), (b)
the Seller gives notice no later than seven Business Days' in advance of the
amount of such Transaction Reduction, (c) the cumulative amount of such
Transaction Reductions shall not exceed 10% of the sum of all Window
Transaction Increases and (d) such Transaction Reduction is a result of
employer-initiated events that shall include the following:
- plant shutdown
- closing of subsidiary
- employee layoffs
- early retirement programs
2
<PAGE> 3
(iii) Buyer can effect a Transaction Reduction for any
reason other than described in (i) or (ii) above, to have the Seller
repurchase all or any portion of the Purchased Securities outstanding at any
time provided that notice is given thirty days in advance under the following
terms.
a) On the date that notice is received by the Seller,
the Seller, as calculation agent, shall determine
the current fixed rate, based upon current market
conditions (the "Current Fixed Rate") for a
transaction with the same terms as those described
in this Letter, however with an initial Purchase
Date being, the date of the Transaction Reduction
contemplated under this subparagraph (iii).
b) If the Current Fixed Rate is less than the Fixed
Rate, as defined below, the Seller will
repurchase Purchased Securities, without penalty, at
a Repurchase Price equal to or less than the then
outstanding Purchase Price plus, any accrued but
unpaid Price Differential.
c) If the Current Fixed Rate is greater than or equal
to the Fixed Rate, the Seller will repurchase
Purchased Securities at a Repurchase Price,
equal to the Early Repurchase Price as
calculated in Schedule B, plus the Price
Differential.
In accordance with Paragraph 3 of this letter, on each Price
Differential Reinvestment Date, as defined below, the Seller shall deliver to
the Buyer securities equal in Market Value to the Price Differential payable on
such Price Differential Reinvestment Date multiplied by the agreed upon Margin
Percentage and the Seller shall, in lieu of transferring funds to the Buyer,
increase the balance of the Purchase Price for the amount of the Price
Differential payment (a "Price Differential Transaction Increase").
Transaction Reduction, Window Transaction Increases and Price
Differential Transaction Increases are collectively referred to herein as
"Transaction Events." All Transaction Events are subject to the notice
provisions set forth in this Paragraph 2 and Paragraph 5 of this Letter.
The Buyer and the Seller agree that the date of the first Transaction
Event (except for the initial Window Transaction Increase) shall be the
"Initial Repurchase Date" for the Transaction. commencing on the Initial
Repurchase Date and provided that no Event of Default (as such is defined in
Paragraph 16 of this Letter) by the other party hereto has occurred in
connection with the then current Transaction, the Buyer and the Seller agree
that they shall be deemed to have automatically entered into successive
subsequent Transactions, having Purchase Dates and Repurchase Dates as
determined herein at a Purchase Price equal to the sum of Window Transaction
Increases, Price Differential Transaction Increases, decreased by any amounts
paid to the Buyer with respect to Transaction Reductions. The Purchase Date for
each subsequent Transaction shall be the Repurchase Date for the immediately
preceding Transaction. The Repurchase Date for each successive subsequent
Transaction shall be the date of the next succeeding Transaction Event in
accordance with this Paragraph 2. Price Differential and
3
<PAGE> 4
Margin calculations as described in Paragraphs 3 and 6 respectively shall
apply to the Initial Transaction and to all subsequent Transactions. Except
for the transfer and delivery of Securities and funds necessary to effect a
Transaction Reduction or Price Differential payment, the parties shall not be
required to deliver and redeliver Securities and funds to effect any such
successive subsequent Transactions. The Seller shall, upon the Purchase Date
resulting from each Transaction Event, deliver to the Buyer the Confirmation
required by Paragraph 3(b) of the Repurchase Agreement and deliver to
Custodian Seller's Instructions as required by Paragraph 5.a of the Custody
Agreement.
The Seller agrees that, notwithstanding any provision of the Repurchase
Agreement permitting the Seller to retain custody of the Purchased Securities,
the Seller shall cause all Purchased Securities to be transferred to the
Custodian for delivery to the Buyer's Account pursuant to the provisions of the
Custody Agreement.
Buyer and Seller agree that Seller may substitute other Securities for
Purchased Securities, in accordance with Paragraph 9 of the Repurchase
Agreement provided that such substitute securities are of the type set forth in
Schedule A. Buyer and Seller further agree that Seller may substitute cash for
the Purchased Securities during the course of the Business Day and may deliver
cash to Buyer's account in order to cure a Margin Deficit in accordance with
Paragraph 4a of the Repurchase Agreement.
The Buyer agrees that funds received in connection with a Transaction
Reduction may not be used for investment with or through any other entity, and
the Buyer further agrees that without the prior written consent of the Seller,
funds received in connection with a Transaction Reduction may not be reinvested
with the Seller except under the terms of this Letter.
PRICE DIFFERENTIAL:
3. The Buyer and the Seller agree that the Pricing Rate used to
determine the Price Differential for any Transaction hereunder shall be the
5.3805% (the "Fixed Rate") per annum, quarterly payment calculated in arrears
5.49%, annual effective). The Price Differential shall be calculated on the
basis of the actual number of days in a 365/366 day year. The Price
Differential shall be payable by the Seller on the first Business Day of
January, April, July and October, (each "Price Differential Reinvestment
Date"), and on the Maturity Date. The Price Differential payable on the Price
Differential Reinvestment Date shall be reinvested with the Seller as an
increase in the then outstanding Purchase Price (a "Price Differential
Transaction Increase"). Notwithstanding any provision of the Repurchase
Agreement, for purposes of calculating the Price Differential with respect to
Transactions effected in accordance with the terms hereunder, the then current
Purchase Price shall not include any cash paid to Buyer with respect to a
Margin Deficit or any cash paid to Seller with respect to a Margin Excess.
MATURITY DATE:
4. The Buyer and the Seller agree that the final Transaction shall
terminate on the earlier to occur of (i) the date on which a Transaction
Reduction occurs which reduces the then current Purchase Price to zero in
accordance with Paragraph 2 of this
4
<PAGE> 5
Letter or (ii) June 30, 1996 (the "Final Maturity Date") or (iii) this Letter
and the Repurchase Agreement are terminated pursuant to Paragraph 10, or (iv)
the effective date on which an Event of Default occurs (as defined in
Paragraph 16 of this Letter) (any) of the foregoing dates herein referred to
as the "Maturity Date"). On the Maturity Date, the Buyer shall transfer the
remaining Purchased Securities to the Seller, and the Seller shall pay to the
Buyer the Repurchase Price applicable to such Transaction including any
accrued, but unpaid Price Differential, as well as any Price Differential
reinvested as a Price Differential Transaction Increase pursuant to Paragraph
3; and, upon such transfer and payment, the obligations of the Buyer and
Seller under this Letter shall be satisfied.
NOTICES AND CONFIRMATION:
5. The Seller agrees that, provided it has received notice of a
Transaction Reduction from the Buyer by 11:00 a.m. New York Time on any
Business Day, it shall, on or before 2:00 p.m., New York Time, on the
applicable Business Day following receipt of such notice, in accordance with
this Paragraph 5 and Paragraph 2 of this Letter, in the event of a Transaction
Reduction against the delivery of the Purchased Securities then being released,
pay to the Buyer in immediately available funds the Transaction Reduction
amount as specified in such notice. A notice of a Transaction Reduction may
only be delivered on a Business Day and shall specify the Market Value of the
Purchased Securities to be Repurchased which amount shall be equal to said
Transaction Reduction.
Once given, in the absence of manifest error, any notice of a
Transaction Reduction delivered pursuant to this Paragraph 5 shall be absolute
and unconditional and shall not be subject to modification, termination, or
revocation. Any notice of a Transaction Reduction may be in the form of oral
instructions from the Buyer immediately confirmed in writing.
MARGIN:
6. The parties hereto agree that with respect to the Transactions
covered hereunder, the Margin Percentage shall be as set forth on Schedule A
attached hereto. All actions taken with respect to the Market Value of the
Purchased Securities, including whether there is a Margin Deficit or Margin
Excess, shall be in accordance with the applicable provisions of the Custody
Agreement and if the Custodian shall resign pursuant to Paragraph 12 of this
Letter, then the applicable provisions of the Repurchase Agreement.
ADDITIONAL AGREEMENTS:
7. In the event that funds are withdrawn from the Plans as a result
of a divestiture or sale of certain lines of business of the Ford Motor Company
or its subsidiaries or spinoff to another qualified plan, and such funds are
deposited in newly established plans, the trustee of such plans may, at their
option, cause the Seller to enter into new agreements (the "Additional
Agreements") with the same terms or conditions as this Letter Agreement
provided however that each such Additional Agreement shall have an initial
outstanding Purchase Price not less than $25,000,000.00. Buyer and Seller may
enter into Additional Agreements that would each have an initial outstanding
5
<PAGE> 6
Purchase Price of less than $25,000,000.00 provided that Buyer pays to Seller
a fee equal to $25 dollar per Business Day for each Additional Agreement.
Notwithstanding the foregoing, the Buyer and Seller may only enter into an
Additional Agreement if the combined outstanding Purchase Price of
Transactions pursuant to this Letter Agreement and all Additional Agreements
shall not exceed the outstanding Purchase Price of Transactions pursuant to
this Letter Agreement and all Additional Agreements in existence prior to the
creation of such Additional Agreement.
MISCELLANEOUS;
8. The Buyer and the Seller agree that, if for any reason any
Transaction hereunder shall be deemed to be other than a sale or purchase,
Seller hereby grants a first perfected security interest in and pledges,
assigns and transfers to the Buyer any and all right, title, and interest of
the Seller in and to the Purchased Securities or cash delivered or to be
delivered to Buyer pursuant to the terms of the Transactions, together with
rights with respect to such Transactions, to secure the prompt performance of
all obligations of the Seller under the Repurchase Agreement and this Letter,
including, without limitation, the payment to the Buyer of the liabilities,
indebtedness and obligations of the Seller to the Buyer, and all claims of the
Buyer against the Seller arising out of or by reason of any or all Transactions
hereunder.
It is the intention of the Seller and Buyer that, if for any reason the
Transaction shall be deemed other than a sale and purchase, the Buyer's rights
in and to the Purchased Securities and cash shall be those of a secured party
holding collateral under the provisions of the Uniform Commercial Code as in
effect in the State of New York (the "U.C.C.").
9. The amounts that are paid to the Seller hereunder are accepted by
the Seller as principal, and the Seller will not accept such funds on behalf of
any entity (including the Buyer or the participants of the Plans) and the
Seller is not restricted in its use, investment, or disposition of the funds so
paid. The Seller may use, hold, invest, or dispose of the Purchase Price in
any manner and with or to any person it deems appropriate and shall not be
liable with respect to such Purchase Price to any person other than the Buyer
and its permitted assigns and shall not be liable to the Buyer or its assigns
for anything other than the repayment of the Purchase Price and Price
Differential as required by this Letter and the Repurchase Agreement. The
Seller is not acting as a fiduciary, agent, or depository, and nothing herein
shall be construed to constitute the Seller as a fiduciary, agent, or
depository for the Buyer or the participants of the Plans, or any entity, and
the Seller shall have no obligation, responsibility, or liability with respect
to (i) the source of funds received hereunder, (ii) the application or
misapplication of funds by the Buyer or of any other entity upon repayment
hereunder, (iii) the insolvency, bankruptcy, dissolution or reorganization of
the Buyer or any other entity, (iv) the offer or sale of the Plans, or (v) any
adverse tax consequences that occur with respect to the Plans resulting from
transactions hereunder or otherwise. The Seller or any of its affiliates may
commingle any amounts received hereunder with the general assets of the Seller
or any), of its affiliates and shall not be required to segregate or otherwise
separately identify or account for such amounts.
6
<PAGE> 7
10. The Buyer agrees that it will deliver to the Seller written
notice of amendments and waivers to the Plan Documents or alterations to the
administration of the Plans that could have the effect of altering the
frequency, the amount or the term of Transactions contemplated hereunder.
Seller will determine whether such proposed changes will materially reduce the
Seller's expected benefits or increase the Seller's exposure or obligations
pursuant to this Letter or the Repurchase Agreement. Seller will have the right
to either:
(a) accept such amendment or alteration, in which event Seller
shall give notice to Buyer that no other action shall
be required on the part of the Buyer; or
(b) negotiate in good faith with Buyer to modify the terms of this
Letter Agreement for the purposes of maintaining the
Seller's anticipated economic return under the Letter
Agreement; or in the event that Buyer and Seller are unable
to agree upon modified terms of this Letter Agreement pursuant
to this clause (b), terminate this Letter and the Repurchase
Agreement, in which event the Seller shall promptly notify the
Buyer in writing of such termination, which notice shall
specify the termination date.
11. The Buyer agrees that if any successor succeeds to the duties of
Buyer, it will promptly notify the Seller in writing of such succession, which
notice shall identify the successor, set out its address, telephone and
facsimile numbers and identify the officer or officers authorized to transact
business with the Seller under the Repurchase Agreement and the Custody
Agreement. Such successor shall, upon delivery to the Seller of such additional
information as may reasonably be requested by the Seller, and upon execution
an assumption of the Buyer's obligations under the Repurchase Agreement and
this Letter, it required by the Seller, automatically succeed to the rights,
and duties of the Buyer pursuant to Paragraph 15 of Repurchase Agreement. The
Seller agrees that it shall exercise its best efforts to cause the Custodian to
consent, pursuant to Paragraph 18.d of the Custody Agreement, to the assignment
by the Buyer of its rights and obligations thereunder.
12. If the Custodian elects to terminate the Custody Agreement
pursuant to Paragraph 16 thereof and its rights and obligations thereunder, the
Buyer and Seller shall exercise their best efforts to obtain a substitute
financial institution located in New York, New York, qualifying as a "financial
intermediary" (as such term is defined in Section 8313 of the U.C.C.) to assume
the obligations of the Custodian under the Custody Agreement or other custodial
agreements having terms and conditions similar to the Custody Agreement.
If a replacement custodian cannot be obtained prior to the effective
termination date of the Custodian's obligations under the Custody Agreement the
Seller shall thereafter, until a replacement custodian is appointed, deliver
all Purchased Securities to an agent designated by the Buyer, which agent
shall be a financial intermediary located in New York, New York maintaining
accounts with the FRBNY and PTC. Purchased Securities comprised of Physical
Securities shall be delivered by the Seller into the
7
<PAGE> 8
possession of the Buyer's agent. Book Entry Securities shall be transferred
by Seller to the account maintained by Buyer's agent at the FRBNY. Clearing
Corporation Securities shall be transferred by the Buyer to the account
maintained by the Buyer's agent with the PTC.
Until a replacement custodian is appointed Buyer shall determine the
Margin Value of the Purchased Securities on each Business Day in the manner
provided in Paragraph 6.c of the Custody Agreement. Buyer shall give prompt
notice of each determination of Market Value made pursuant to such paragraph to
Seller. If the aggregate Market Value of the Purchased Securities subject to
all Transactions results in a Margin Deficit for all such Transactions, Buyer
shall require Seller, pursuant to Paragraph 4(a) of the Repurchase Agreement,
to immediately satisfy such Margin Deficit.
Prior to the Maturity Date each of the Seller and the Buyer agrees not
to exercise its right to terminate the Repurchase Agreement pursuant to
Paragraph 15 thereof and the Buyer agrees not to terminate the Custody
Agreement pursuant to Paragraph 16 thereof.
13. Any written notice authorized or required by this Letter shall be
sufficiently given if addressed to the receiving party and hand delivered or
sent by overnight courier, telecopy or other facsimile machine to the
individuals specified in Paragraph 18.b of the Custody Agreement or to such
other person or persons as the receiving party may from time to time designate
to the other parties in writing pursuant to said Paragraph 18.b.
14. The Buyer represents that the Transactions contemplated herein
and under the Repurchase Agreement are permitted investments and are in
accordance with the applicable provisions of the Trust Agreement.
15. The Seller and the Buyer recognize that each Transaction entered
into hereunder and under the terms of the Trust Agreement is a "repurchase
agreement" as that term is defined in Section 101 of Title 11 of the United
States Code, as amended (the "U.S.C."), and a "securities contract" as that
term is defined in Section 741 of Title 11 of the U.S.C.
16. It is agreed by the Buyer and the Seller that, in addition to the
Events of Default specified in Paragraph 11 of the Repurchase Agreement, the
failure of either party to observe any material obligation under the terms of
this letter shall also constitute an "Event of Default" under Paragraph 11 of
the Repurchase Agreement and the non-defaulting party shall have the right to
exercise all remedies available under said Paragraph 11.
17. This Letter shall be governed by and construed in accordance with
the substantive laws (and not choice of law rules) of the State of New York.
The parties hereto irrevocably consent to the non-exclusive jurisdiction and
venue of any federal and state court in the Borough of Manhattan, in the City
of New York, in connection with any action or proceeding arising out of or in
connection with this Letter, and the parties hereto irrevocably waive the right
to object to the venue of any such court on the ground of inconvenient forum.
8
<PAGE> 9
18. The Buyer agrees to make available to the Seller the Fund's IRS
determination letters for the Plans, the Plan Documents, and any and all
correspondence to employees in regards to the Income Fund under the Plans at
Ford Motor Company.
19. Buyer represents to Seller that Transaction contemplated under
this Letter Agreement involve plan assets subject to ERISA.
20. The terms of this Letter may be waived, modified or amended only
by an instrument in writing duly executed by the Seller and Buyer.
21. This Letter may be executed in counterparts by the parties
hereto, and each such counterpart shall be considered an original and all such
counterparts shall constitute one and the same instrument.
The undersigned hereby execute this Letter Agreement for the purpose of
being bound by its terms.
Dated: February 1, 1993
LEHMAN GOVERNMENT SECURITIES INC.
(Seller)
By: /s/Gary M. Killian
------------------------
Gary M. Killian
Senior Vice President
COMERICA BANK
as Trustee
(Buyer)
By: /s/ J. A. McIntosh
-----------------------
Name: James A. McIntosh
Title: Vice President
9
<PAGE> 10
SCHEDULE A
TO LETTER AGREEMENT
Set out below is a description of the Securities eligible for sale by
Seller to Buyer pursuant to paragraph 1 of the Letter Agreement:
1. Direct obligations of the United States of America or obligations
the principal of and interest on which are unconditionally
guaranteed by the United States of America (wireable), or any
obligation of the Government National Mortgage Association (GNMA).
MARGIN PERCENTAGE = 103%
2. Any obligations, debenture notes, or similar evidences of
indebtedness by any one or combination of the Government National
Mortgage Association (GNMA) Federal National Mortgage Association
(FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC).
MARGIN PERCENTAGE = 105%
10
<PAGE> 11
SCHEDULE B
TO
LETTER AGREEMENT
CALCULATION OF EARLY REPURCHASE PRICE
ERP = Early Repurchase Price
A = Number of interest payments per annum.
n = Number of interest payments between the Transaction Reduction
date and the Final Maturity Date (does no include the payment at
maturity).
C = Fixed Rate.
R = Current Fixed Rate
Di = Number of days in full Price Differential payment period on a
30/360 day count basis with no adjustment period of end dates.
di = Number of days between the Transaction Reduction date and the
next Price Differential payment date (on a 30/360 day count basis).
P = Transaction Reduction Amount
P*(C-R)*(di/360) n P*(C-R)*(Di/360)
ERP = P+ ---------------- + S ----------------
[1+(di/360*R)] i=1 [1+(R/A)] n
-----------
[1+(di/360*R)]
11
<PAGE> 1
EXHIBIT 4.K
[The Prudential Logo] The Prudential
Insurance Company
of America
Contract-Holder:
COMERICA BANK AS TRUSTEE OF THE
FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR
SALARIED EMPLOYEES,
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES
AND
THE INCOME FUND ELECTION OF THE
FORD CREDIT SAVINGS PLAN
In this Contract, the above plans are the "Plans" and
any one of them is the "Plan".
Jurisdiction:
Michigan Group Pension Annuity Contract No.:
GA-5065-281
Pages Attached: Effective Date of Contract:
1, 2, 3, 4, 5, 6, 7, 8 January 1, 1994, pursuant to
offer accepted on October 13, 1993
This Contract sets forth the terms and conditions that apply to the amounts
received under it. It provides for crediting interest and repaying the
amounts, including credited interest, and an option to purchase annuities.
COMERICA BANK AS TRUSTEE OF THE THE PRUDENTIAL INSURANCE COMPANY
FORD MOTOR COMPANY SAVINGS AND STOCK OF AMERICA
INVESTMENT PLAN FOR SALARIED EMPLOYEES, c/o The Prudential Asset Management
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS Company, Inc.
PLAN FOR HOURLY EMPLOYEES AND 71 Hanover Road
THE INCOME FUND ELECTION OF Florham Park, New Jersey 07932
THE FORD CREDIT SAVINGS PLAN
100 Renaissance Center
Detroit, Michigan 48243
/s/ Robert C. Winters
Chairman of the Board and
Chief Executive Officer
By: /s/ J. A. McIntosh
Title: First Vice President
Date: 2-16-94 /s/ Dorothy K. Light
Secretary
Countersigned by:
/s/ James Bend Attest: /s/ Arthur S. Heller
Licensed Resident Agent
Date: March 29, 1994
Date: 3/14/94
<PAGE> 2
ARTICLE I. ACCOUNT; SUB-ACCOUNTS; ADDITIONS; INTEREST CREDITED:
1.1 Account; Sub-Accounts; Additions; Interest Credited:
The Prudential will maintain Sub-Accounts to record the amounts held
under this Contract with respect to the Plans. The Sub-Accounts will be
identified as follows:
Sub-Account Plans
----------- -----
5065-281 Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees and
Ford Motor Company Tax-Efficient Savings
Plan for Hourly Employees
5065-282 Ford Motor Credit Company Savings Plan
Both of the above Sub-Accounts are the "Account".
The Contract-Holder will promptly remit to The Prudential for addition
to the Account
- 100% of the amounts becoming available on June 30, 1994 (projected to
be approximately $280,000,000.00) representing the maturing proceeds of
the 1991 class year contract issued with respect to the Plans that Plan
participants have not elected to direct out of the Plans' Income Funds
(the "Funds") and
- 100% of the amounts that Plan participants direct to the Funds from
January 1, 1994 through December 31, 1994.
The Contract-Holder will provide The Prudential with written direction
of the amount of additions to be added to each Sub-Account. The last
addition to the Account must be received by The Prudential no later than
January 15, 1995.
In no event will net additions (additions to the Account pursuant to
this section 1.1, less withdrawals pursuant to section 2.1) exceed
$360,000,000.00. The Prudential and the Contract-Holder agree, if
necessary, to make a good faith effort to avoid exceeding $360,000,000.00
before December 31, 1994.
Other amounts may be added to the Account with The Prudential's
consent. Each amount will be added to the Account on the day The
Prudential receives it. No amounts which arise as the result of
- a change in the Plan, or
- a change in the investment mix of an investment election under the
Plan, or
- the addition after December 31, 1993, but prior to January 1, 1995 of
a subsidiary or a group of employees,
which is likely to increase the amounts which may be directed to the
Fund and result in a material and adverse financial effect on The
Prudential
-1-
<PAGE> 3
may be added to the Account. The Prudential may waive this restriction
as to any change, but the Contract-Holder is not obligated to commit such
increase in amount to the Account. Also, no amounts may be added to the
Account if the Plan ceases to meet the requirements for qualification
under the Federal Internal Revenue Code. A Plan change required so that
the Plan will continue as a plan meeting the requirements for
qualification under the Federal Internal Revenue Code will not be
considered as one having a material and adverse financial effect on The
Prudential.
At the end of any day the amount of the Account is equal to the
additions to the Account plus credited interest, less the amounts
withdrawn from it. The Prudential credits interest to the Account at the
effective annual rate of 4.94%. Interest is credited at the end of each
day on the amount of the Account at the end of the preceding day. The
interest rate stated above is net of the expenses of this Contract.
<PAGE> 4
ARTICLE II. WITHDRAWALS:
2.1 Participant-Initiated Withdrawals:
Before June 30, 1997, the Contract-Holder will withdraw amounts from
the Account to honor 100% of the requests for payments from the 1994
Income Fund made by Plan participants pursuant to the terms of the Plans.
The Contract-Holder will provide The Prudential with written direction of
the amount to be withdrawn from each Sub-Account.
The Contract-Holder will give prompt notice to The Prudential of each
withdrawal. The amount withdrawn will be paid to the Contract-Holder
within two Business Days after The Prudential receives the notice.
("Business Day" is a day on which the principal office of The Prudential
in Newark, New Jersey, is open for business.)
If any of the following happens, withdrawals which, in The Prudential's
judgment made in good faith, would not have occurred except for that
happening will not be made, unless agreement can be reached as follows.
The Prudential and the Contract-Holder will make a good faith effort to
reach an agreement to permit these withdrawals on a basis which will
mitigate any material and adverse financial effect on The Prudential.
The events are:
- a Plan change that reasonably can be expected to alter materially
the amounts to be directed out of the Fund. (A Plan change required
so that the Plan will continue as a plan meeting the requirements for
qualification under the Federal Internal Revenue Code will not be
considered as one expected to alter materially the direction of
amounts.)
- the addition to, or elimination from, the Plan of an investment
election that reasonably can be expected to alter materially the amounts
directed out of the Fund.
- a change in the investment mix of an investment election offered
under the Plan (including, for example, the addition of marketable
securities to the Fund) that reasonably can be expected to alter
materially the amounts directed out of the Fund.
- a change in the withdrawal method that reasonably can be expected to
alter materially the amounts directed out of the Fund.
- the distribution of communication material to Plan participants that
reasonably can be expected to alter materially the amounts directed
out of the Fund. Communication material that is designed to assure
compliance with fiduciary responsibility rules under federal law will
not be considered to alter materially the direction of amounts. This
includes communication material that provides a fair and accurate
description of the risk and reward characteristics of the investment
elections under the Plan.
In addition, if there is any Plan change, or other action initiated by
the Contract-Holder or Plan sponsor, which results in a significant
reduction in the amount of participant-initiated withdrawals requested
from the Fund, The Prudential and the Contract-Holder will make a good
faith effort
-3-
<PAGE> 5
to reach an agreement which will mitigate any material and adverse
financial effect on The Prudential.
Upon complete or partial termination of the Plan, the removal of a
specifically identifiable group of employees from coverage under the Plan
(such as a group layoff or early retirement incentive program), or closing
or sale of a subsidiary, employing unit or affiliate not covered under the
next paragraph, any payments resulting from withdrawals for such events
which are in excess of 20% of the amount of the Account will be equal to
the lesser of the book value and the market value of the amount withdrawn.
The market value of such excess amount will be equal to:
A x [(1 + ic)/(1 + iw + .0075)]N
where,
A is the amount of the Account to be withdrawn which is subject
to a market value adjustment.
ic is the yield to maturity (expressed as a decimal) of the most
recently issued "on the run" Treasury bill, note or
bond on the date the offer was accepted with a duration equal
to the duration of this Contract on the date the offer was
accepted, as quoted in The Wall Street Journal on the Business
Day after the date the offer was accepted. If there is no
bill, note or bond with such a duration, then appropriate
linear interpolation will be made to derive the corresponding
yield.
iw is the yield to maturity of a Treasury bill, note or bond with
a duration equal to the remaining duration of this
Contract as quoted in The Wall Street Journal on the Business
Day preceding the day the withdrawal becomes effective.
N is the remaining duration (in years) of this Contract on the
day preceding the day the withdrawal becomes effective
expressed to four decimal places.
For the purpose of applying this paragraph, (i) the 20% limitation
applies in total to all such events which occur in each January 1 through
December 31 period and (ii) the amount of the Account shall be determined
as of the January 1 preceding the date of the applicable event. However,
if any of these events occurs in the January 1, 1994 through December 31,
1994 period, the Account amount as of January 1, 1994 for the purpose of
applying the 20% limitation will be based on the amount of additions which
are expected to be made to the Account in that period.
If any employing unit, subsidiary, or affiliate participating in the
Plan is sold or terminates its relationship with the Contract-Holder while
an amount attributable to such a group remains in the Account, The
Prudential will, subject to its review and acceptance of the applicable
plan, issue a similar but separate contract on that group's behalf. That
portion of the Account (as determined by the Contract-Holder) which is
attributable to the affected group will be transferred at book value, by
The Prudential to the separate contract. Such transfer will be in full
settlement of The Prudential's liability under this Contract for the
amount(s) attributable to the affected group. The terms of the contract
to be issued to such
-4-
<PAGE> 6
group will be consistent with the terms of this Contract, except that
there will be an additional one-time issue charge of $2000 due The
Prudential under that contract. The Contract-Holder will submit to The
Prudential an up-to-date copy of the plan to be covered by the contract.
The Prudential will accept such plan for underwriting if its terms are
substantially the same as the terms of the Plan previously submitted to
The Prudential in connection with the issue of this Contract.
2.2 Scheduled Withdrawal:
On June 30, 1997, The Prudential will withdraw the remaining amount of
the Account as of that day. On the date of the withdrawal The Prudential
will, unless the Contract-Holder requests otherwise, make a transfer
payment of the amount withdrawn.
The Contract-Holder may request, at least 30 days before the date on
which a withdrawal is to be made, that the transfer payment not be made.
If the Contract-Holder makes this request and does not rescind it, the
following will apply:
(1) The amount withdrawn will be held in an account under this Contract
and credited with interest at an effective annual rate specified
by The Prudential in a notice to the Contract-Holder at least ten
Business Days before the date of the withdrawal.
(2) On the fifth anniversary of the withdrawal date, The Prudential
will withdraw the amount of the account to provide a single sum
transfer payment.
The interest rate to be credited in accordance with item (1) will be
not less than the yield on U.S. Treasury securities with a period to
maturity of five years, less 0.50%. This yield will be the latest yield
for five year constant maturities published by the Federal Reserve Board.
The Contract-Holder may rescind the request that a transfer payment not be
made. Notice of rescission must be given to The Prudential five or more
Business Days before the date of withdrawal.
The procedure described in the preceding two paragraphs will be
repeated at the end of each five year period until no amount remains under
this Contract or, if earlier, the 25th anniversary of the Effective Date.
Any transfer payment to be made in accordance with this section will be
made to the Contract-Holder or to any payee named by the Contract-Holder
who is a funding agent for the Plan.
If the day of any withdrawal described in this section is not a
Business Day, the withdrawal will be made on the next Business Day.
Interest will be credited to the withdrawal amount at the effective annual
rate then being credited to the Account for the number of days from the
withdrawal day to the Business Day on which the withdrawal is made.
-5-
<PAGE> 7
ARTICLE III. ANNUITY OPTION:
The Contract-Holder may, but need not, purchase an annuity under this
Contract when a pension begins under the Plan. The annuity may be in any
payment form The Prudential is then selling except that it may not be a
variable annuity. The Prudential will issue a certificate describing the
annuity's payment terms.
If the age or sex of any person receiving annuity payments hereunder is
found to be misstated, the amount of such payments will be changed based
on the correct information without changing the date of first payment of
such annuity. If the information results in an increase, the extra
amount due will be paid when the records are corrected. If the change
results in a decrease, the extra amount paid will be deducted from later
payments.
The annuity purchase price will be paid by a withdrawal from the
amounts held under this Contract. Any such withdrawal on or before June
30, 1997 from the Account will be made on the same basis as withdrawals
under section 2.1. For any such withdrawals after June 30, 1997, the
amount applied to purchase the annuity will be equal to the smaller of the
book value and the market value of sufficient future contractual payments
to provide the purchase price. To determine its book value, each such
payment will be discounted to the annuity purchase date at the interest
rate specified in the notice described in subsection 2.2(1). To determine
its market value, each such payment will be discounted to the annuity
purchase date at the interest rate equal to the sum of 1.0% and the yield
on the annuity purchase date of U.S. Treasury securities with a period to
maturity equal to the period to the due date of such payment. Withdrawals
to purchase annuities may be made at any time while any amount remains
under this Contract.
The purchase price will be determined on the basis of assumptions as to
future interest rates, mortality rates, and expenses related to the
annuity. The mortality rates and expenses will be determined on the same
basis as that used by The Prudential for its non-participating group
maturity funding contracts on the Effective Date. The interest rate used
to determine the purchase price will be not less than the yield on U.S.
Treasury securities maturing ten years from the date on which the
withdrawal is made, less 0.75%. This yield will be the latest yield for
ten year constant maturities published by the Federal Reserve Board. In
no event will the purchase price be greater than the amount required to
purchase such annuity under The Prudential's non-participating group
maturity funding contracts on the date of purchase.
-6-
<PAGE> 8
ARTICLE IV. GENERAL TERMS:
Any of the officers of The Prudential named below may act for it.
Chairman of the Board and Vice Chairman
Chief Executive Officer Vice President
President Assistant Secretary
Secretary
The Contract-Holder will name its representative(s) who may act for it.
The Contract-Holder and The Prudential may agree to change this Contract
in any way at any time. No changes that are not mutually agreed upon may
be made.
Communications between the Contract-Holder and The Prudential will be
in writing to their addresses shown on the signature page. Each may
substitute a different address.
The Contract-Holder will give The Prudential a copy of
- the Plan in effect on the Effective Date of this Contract,
- each later material Plan change on or before the date the Plan change
is announced to Plan participants, or, if earlier, before the date
the change takes effect,
- Form 5310 if an application is filed with the Internal Revenue
Service for partial or complete termination of the Plan or for merger,
consolidation or transfer of the Plan's assets,
- any written description of this Contract prepared for Plan participants,
as soon as it is available, and
- any communication material distributed to Plan participants relating
to the investment elections available under the Plan. If the
Contract-Holder is other than the Plan sponsor, the Contract-Holder will
make a reasonable and good faith effort to obtain such communication
material from the Plan sponsor.
The Prudential may require the Contract-Holder to provide reasonable proof
- of the terms of the Plan then in effect,
- that any addition to or withdrawal from the Account is being made
pursuant to this Contract.
Dollars and cents refer to currency of the United States of America.
If there is no payee to accept a payment due under this Contract, The
Prudential will hold the payment until a proper payee is determined.
Interest will be credited on the payment form the date it was due to the
date of its actual payment at an effective annual rate of interest based on
the average annual yield for 30 day Treasury Bills for that period.
-7-
<PAGE> 1
Exhibit 5.A
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
John M. Rintamaki
Secretary
June 23, 1994
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 4,000,000 shares of Common Stock, par value $1 per share, of
the Company ("Common Stock"), relating to the Company's Savings and Stock
Investment Plan for Salaried Employees (the "Plan").
As Secretary and Assistant General Counsel of the Company, I am familiar
with the Certificate of Incorporation and the By-Laws of the Company and with
its affairs, including the action taken by the Company in connection with the
Plan. I also have examined such other documents and instruments and have made
such further investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize
the issuance of the shares of Common Stock being registered under the
Registration Statement, and all such shares of Common Stock acquired by the
Trustee under the Plan in accordance with the Plan will be legally issued,
fully paid and non-assessable when the Registration Statement shall have
become effective and the Company shall have received therefor the
consideration provided in the Plan (but not less than the par value thereof).
<PAGE> 2
I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/John M. Rintamaki
<PAGE> 1
Exhibit 15
Coopers
& Lybrand
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our report dated April 27, 1994 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries for the
periods ended March 31, 1994 and 1993 and included in the Ford Motor Company
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is
incorporated by reference in this Registration Statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered
a part of the registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of the Act.
COOPERS & LYBRAND
400 Renaissance Center
Detroit, Michigan 48243
June 23, 1994
<PAGE> 1
Exhibit 23
Coopers
& Lybrand
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND
Re: Ford Motor Company Registration Statements No. 33-50194, 33-36061,
33-14951 and 2-95020 on Form S-8
We consent to the incorporation by reference in the above Registration
Statements of our reports dated February 1, 1994 on our audits of the
consolidated financial statements and financial statement schedules of Ford
Motor Company at December 31, 1993 and 1992, and for the years ended December
31, 1993, 1992 and 1991, which reports are included in, or incorporated by
reference in, Ford's 1993 Annual Report on Form 10-K.
COOPERS & LYBRAND
400 Renaissance Center
Detroit, Michigan 48243
June 23, 1994
<PAGE> 1
Exhibit 24.A
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK OF FORD MOTOR COMPANY
FOR ISSUANCE UNDER DIVIDEND REINVESTMENT PLANS AND EMPLOYEE SAVINGS PLANS
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer
and/or director of FORD MOTOR COMPANY (the "Company"), does hereby constitute
and appoint S. A. Seneker, J. C. Hausman, D. N. McCammon, M. L. Reichenstein,
J. W. Martin, Jr., J. A. Courter, J. M. Rintamaki, L. J. Ghilardi, K. S.
Lamping and M. F. Marecki, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of the
Company, or as an officer or director of the Company, or by attesting the seal
of the Company, or otherwise), any and all instruments which said attorney and
agent may deem necessary or advisable in order to enable the Company and its
subsidiaries to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with a Registration Statement or Registration
Statements and any and all amendments (including post-effective amendments)
thereto relating to the issuance of Common Stock under (i) the Dividend
Reinvestment and Stock Purchase Plan of Ford Motor Company and Ford Holdings,
Inc. and any other dividend reinvestment and stock purchase plans of the
Company and (ii) the Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for
Hourly Employees, the Ford Credit Savings Plan and the Associates First
Capital Corporation Retirement Savings and Profit Sharing Plan, as authorized
by the Board of Directors of the Company at a meeting held on March 11, 1993,
including specifically but without limitation thereto, power and authority to
sign his or her name (whether on behalf of the Company, or as an officer or
director of the Company, or by attesting the seal of the Company, or
otherwise) to such a Registration Statement or Registration Statements and to
such amendments to be filed with the Commission, or any of the exhibits,
financial statements and schedules, or the Prospectuses, filed therewith, and
to file the same with the Commission; and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Any one of said attorneys and agents
shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his or her name
hereto as of March 11, 1993.
Colby H. Chandler Michael D. Dingman
- ------------------------------- ----------------------------------
(Colby H. Chandler) (Michael D. Dingman)
Edsel B. Ford II William C. Ford
- ------------------------------- ---------------------------------
(Edsel B. Ford II) (William C. Ford)
William C. Ford, Jr. Allan D. Gilmour
- ------------------------------- ---------------------------------
(William C. Ford, Jr.) (Allan D. Gilmour)
<PAGE> 2
-2-
Roberto C. Goizueta Irvine O. Hockaday, Jr.
- ------------------------------- ---------------------------------
(Roberto C. Goizueta) (Irvine O. Hockaday, Jr.)
Ellen R. Marram
- ------------------------------- ---------------------------------
(Drew Lewis) (Ellen R. Marram)
Kenneth H. Olsen Harold A. Poling
- -------------------------------- ---------------------------------
(Kenneth H. Olsen) (Harold A. Poling)
Carl E. Reichardt Louis R. Ross
- -------------------------------- --------------------------------
(Carl E. Reichardt) (Louis R. Ross)
Stanley A. Seneker Alexander J. Trotman
- -------------------------------- --------------------------------
(Stanley A. Seneker) (Alexander J. Trotman)
Murray L. Reichenstein
- --------------------------------
(Murray L. Reichenstein)
<PAGE> 1
Exhibit 24.B
FORD MOTOR COMPANY
CERTIFICATE
I, J. M. Rintamaki, Secretary of FORD MOTOR COMPANY, a Delaware
corporation (the "Company"), hereby certify, to the best of my knowledge and
belief, that attached hereto are true and correct excerpts from the minutes of
meetings of the Board of Directors of the Company duly called and held on
March 11, 1993, and April 14, 1994, respectively, and the same are in full
force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Company on this 23rd day of June, 1994.
/s/J. M. Rintamaki
J. M. Rintamaki
Secretary
(Corporate Seal)
Attachment
<PAGE> 2
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting
of the Board of Directors of the Company
Held on March 11, 1993
RESOLUTIONS RELATING TO EMPLOYEE SAVINGS PLANS
RESOLVED, That, in order to comply with the Securities Act of
1933, as amended, the directors and appropriate officers of the Company be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any and all
Registration Statements and amendments to Registration Statements relating to
the Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees, the Ford Credit Savings Plan and the Associates First Capital
Corporation Retirement Savings and Profit Sharing Plan (collectively, the
"Employee Savings Plans"), including the Prospectuses and the exhibits and
other documents relating thereto or required by law or regulation in
connection therewith, all in such form as such directors and officers may deem
necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof; and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause such Registration Statements
and amendments, so executed, to be filed with the Securities and Exchange
Commission (the "Commission").
RESOLVED, That each officer and director who may be required to
sign and execute any of the aforesaid Registration Statements or amendments or
any document in connection therewith (whether on behalf of the Company, or as
an officer or director of the Company, or otherwise) be and hereby is
authorized to execute a power of attorney appointing S. A. Seneker, J. C.
Hausman, D. N. McCammon, M. L. Reichenstein, J. W. Martin, Jr., J. A.
Courter, J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and M. F. Marecki, and
each of them, severally, his or her true and lawful attorney or attorneys to
sign in his or her name, place and stead in any such capacity any and all such
Registration Statements and amendments, further amendments thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have power to act with or without the other, and to
have full power and authority to do and perform, in the name and on behalf of
each of said officers and directors who shall have executed such a power of
attorney, every act whatsoever necessary or advisable to be done in connection
therewith as fully and to all intents and purposes as such officer or director
might or could do in person.
RESOLVED, That up to 5,000,000 of the authorized but unissued
shares of the Company's Common Stock, par value $1.00 per share ("Common
Stock"), less such number of shares of Common Stock theretofore registered
with the Commission pursuant to the resolutions set forth above under the
caption "RESOLUTIONS RELATING TO ISSUANCE OF COMMON STOCK PURSUANT TO DIVIDEND
REINVESTMENT PLANS" (the "Securities"), be and hereby are authorized to be
<PAGE> 3
registered with the Commission and issued from time to time to satisfy Common
Stock requirements of the Employee Savings Plans, and when so issued and paid
for in accordance with the Employee Savings Plans, will be fully paid and non-
assessable.
RESOLVED, That the shares of Common Stock registered with the
Commission pursuant to the three preceding resolutions shall be reserved for
issuance from time to time to satisfy Common Stock requirements of the
Employee Savings Plans.
RESOLVED, That the appropriate officers of the Company, and each
of them, be and hereby are authorized, in the name and on behalf of the
Company, to take such action as such officers, or any of them, may deem
necessary, appropriate or desirable to make application for the listing of the
Securities on the New York, Boston, Midwest, Pacific Coast and Philadelphia
Stock Exchanges in the United States, the Montreal and Toronto Stock Exchanges
in Canada, the Tokyo Stock Exchange in Japan, and the Antwerp, Brussels,
London, Scottish, Berlin, Dusseldorf, Frankfort, Hamburg, Munich, Amsterdam,
Luxembourg, Zurich, Basle, Geneva, Lausanne and Paris Stock Exchanges or any
other Stock Exchange on which the Common Stock is then listed, and that the
Chairman of the Board of Directors, the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
designated a representative of the Company to appear before the Corporate
Services Division or other appropriate body of any such Exchange and to take
all such other steps as such persons, or any of them, may deem necessary,
appropriate or desirable to effect such listing.
RESOLVED, That, in connection with each application of the Company
to the New York Stock Exchange, Inc., any of the above-listed Stock Exchanges
or any other Stock Exchange, for the listing on such Exchange of the
Securities, the Company enter into an agreement providing for the
indemnification by the Company of such Exchange, its governors, officers,
employees and its subsidiary companies and innocent purchasers for value of
the Securities or any one or more of them, as the case may be, from and
against losses, liabilities, claims, damages or accidents in connection with
the use of facsimile signatures on certificates representing the Securities;
and that the Chairman of the Board of Directors, the President, any Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company and under its corporate
seal to execute and deliver to such Exchange, the aforesaid indemnification
agreement in such form as the person or persons executing the same may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That the appropriate officers of the Company, and each
of them, be and hereby are authorized and empowered, in the name and on behalf
of the Company, to take any action (including, without limitation, the payment
of expenses) and to
<PAGE> 4
execute (by manual or facsimile signature) and deliver any and all agreements,
certificates, instruments and documents (under the corporate seal of the
Company or otherwise) as such officer or officers may deem necessary,
appropriate or desirable in order to carry out the purposes and intents of
each and all of the foregoing resolutions.
<PAGE> 5
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting
of the Board of Directors of the Company
Held on April 14, 1994
WHEREAS, based upon the communication entitled "Recommended Second
Quarter Cash and Stock Dividends," and the attachments thereto, submitted to
the meeting by S. A. Seneker, Executive Vice President and Chief Financial
Officer, the Financial Review and other information heretofore presented to
the meeting, the Company has net assets in excess of its capital, computed in
accordance with the laws of Delaware, in an amount sufficient to justify (a)
cash dividends of 45 cents a share on the Class B Stock and Common Stock,
$1,050 a share on the Series A Cumulative Convertible Preferred Stock, and
$1,031.25 a share on the Series B Cumulative Preferred Stock, and (b) a two-
for-one stock split in the form of a one hundred percent stock dividend of all
issued Class B Stock and Common Stock of the Company;
NOW, THEREFORE, BE IT:
RESOLVED, That (a) cash dividends at the rate of 45 cents a share on the
outstanding shares of Class B Stock and Common Stock of the Company, $1,050 a
share on the outstanding shares of Series A Cumulative Convertible Preferred
Stock of the Company, and $1,031.25 a share on the outstanding shares of
Series B Cumulative Preferred Stock of the Company be and hereby are declared,
payable on June 1, 1994 to holders of record of said stock at the close of
business on May 2, 1994, and the Vice President - Finance and Treasurer and
other appropriate officers of the Company, and each of them, be and hereby are
authorized and directed to cause the same to be paid on the date specified,
and (b) a two-for-one stock split in the form of a one hundred percent stock
dividend on the Company's Class B Stock and Common Stock at the rate of one
share for each one share outstanding (the "Stock Split") be and hereby is
declared, payable to holders of record of said stock as of the close of
business on June 6, 1994 and effective on such date; provided, however, that
the Stock Split shall be contingent on the stockholders of the Company
approving an amendment to the Company's Certificate of Incorporation
increasing the amount of authorized Class B Stock and Common Stock of the
Company, as set forth below.
RESOLVED, That the Board of Directors of the Company deems it advisable,
and hereby declares it to be advisable and in the best interests of the
Company and recommends to the stockholders, that the aggregate number of
shares of Common Stock and Class B Stock that the Company shall have authority
to issue be changed from 1,000,000,000 to 3,000,000,000 shares of Common Stock
and from 88,352,896 to 265,058,688 shares of Class B Stock and that for such
purpose the Company's Certificate of Incorporation be amended by changing the
first paragraph of Article FOURTH thereof to read as set forth in the Appendix
to the proposed Proxy Statement included as an attachment to the
communication, and the Certificate of Incorporation, with such amendment, be
restated in its entirety to read as set forth in Exhibit A hereto (the
"Restated Certificate of
<PAGE> 6
Incorporation of the Company"), effective at the close of business on June 6,
1994.
RESOLVED, That the foregoing recommendation be submitted to the holders
of the Class B Stock and the holders of the Common Stock of the Company for
consideration thereof and action thereon at the Annual Meeting of Stockholders
on May 12, 1994 (the "1994 Annual Meeting of Stockholders").
RESOLVED, That, if and as soon as practicable after the foregoing
amendment to the Certificate of Incorporation of the Company shall have become
effective, the Company shall issue in the name of each holder of record of
fully paid and non-assessable shares of Class B Stock and each holder of
record of fully paid and non-assessable shares of Common Stock of the Company
at the close of business on June 6, 1994, a certificate or certificates
representing additional shares of such stock as follows:
(a) to each such holder of issued shares of Class B Stock, a
certificate or certificates representing one additional fully paid
and non-assessable share of Class B Stock of a par value of $1.00
for each share of Class B Stock then held of record by such
holder; and
(b) to each such holder of issued shares of Common Stock, a
certificate or certificates representing one additional fully
paid and non-assessable share of Common Stock of a par value of
$1.00 for each share of Common Stock then held of record by such
holder.
RESOLVED, That the letter to stockholders and Proxy Statement, in the
forms previously approved by the Board of Directors and as amended in the
forms submitted to this meeting, be and hereby are approved, with such changes
therein as may be approved by the Chairman of the Board of Directors, the Vice
Chairman or the Vice President - General Counsel, for use in connection with
increasing the number of shares of Class B Stock and Common Stock of the
Company that is authorized to be issued; and the Secretary be and hereby is
authorized and directed to prepare and mail or deliver, or cause to be
prepared and mailed or delivered, such letter to stockholders and Proxy
Statement to all holders of record of Class B Stock and all holders of record
of Common Stock of the Company at the date previously determined by the Board
of Directors as the record date for the determination of stockholders entitled
to notice of and to vote at the 1994 Annual Meeting of Stockholders.
RESOLVED, That the appropriate officers of the Company be and hereby are
authorized and directed to prepare and file or cause to be prepared and filed
with the Securities and Exchange Commission, in the forms previously approved
by the Board of Directors and as amended in the forms submitted to this
meeting, or as further amended by the Chairman of the Board of Directors, the
Vice Chairman or the Vice President - General Counsel, the Proxy Statement and
related materials relating to increasing the number of shares of Class B Stock
and Common Stock of the Company that is authorized to be issued.
RESOLVED, That the appropriate officers of the Company be and hereby are
authorized and directed for and on behalf of the Company
<PAGE> 7
and in its name to execute and file with the Secretary of State of the State
of Delaware the Restated Certificate of Incorporation of the Company in order
to effectuate the foregoing recommended amendment to the Certificate of
Incorporation, if and when the amendment shall have been approved by the
stockholders in accordance with the laws of the State of Delaware and the
Certificate of Incorporation; and to cause a copy of the Restated Certificate
of Incorporation of the Company to be filed in the Office of the Secretary of
State of Delaware and a certified copy thereof to be recorded in the Office of
the Recorder for New Castle County, Delaware, and to take or cause to be taken
all such action as they may deem necessary or appropriate in order that such
amendment shall become effective at the close of business on June 6, 1994.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, an amount equal to the aggregate par
value of the shares of the Class B Stock and Common Stock issued as a result
of the Stock Split shall be chargeable against the Capital in Excess of Par
Value of Stock account of the Company and shall be credited to the Class B and
Common Capital Stock accounts of the Company, as appropriate.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, Chemical Bank be and hereby is
authorized to countersign, on behalf of the Company as Transfer Agent,
certificates representing shares of the Company's Common Stock authorized for
issuance in connection with the Stock Split, or which from time to time shall
have become subject to distribution to members of the Company's Savings and
Stock Investment Plan for Salaried Employees, Tax-Efficient Savings Plan for
Hourly Employees, participants under the Company's 1985 Stock Option Plan, the
Company's 1986 Long-Term Incentive Plan, the Company's 1990 Long-Term
Incentive Plan or the Company's Supplemental Compensation Plan (or to the
beneficiaries or legal representatives of such members or participants) or to
members of the Ford Credit Savings Plan or the Associates First Capital
Corporation Retirement Savings and Profit Sharing Plan (or to the
beneficiaries or legal representatives of such members); provided, however,
that Chemical Bank is authorized and directed to countersign certificates for
shares of the Company's Common Stock only if such certificates shall have been
signed by, or shall bear the facsimile signatures of, the Chairman of the
Board of Directors, a Vice Chairman, an Executive Vice President, a Group Vice
President or a Vice President of the Company, and also by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the Company,
at the time or previously in office and such certificates may be delivered
only if such certificates shall have been registered by the Company's
Registrar in New York, New York; and provided, further, that the facsimile
signature of Chemical Bank is hereby adopted as the signature to be affixed on
such certificates in the name and on behalf of the Company as Transfer Agent.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, the Secretary of the Company is
authorized and directed to cause to be
<PAGE> 8
mailed to the persons entitled thereto certificates representing whole shares
of Common Stock to be issued as a result of the Stock Split authorized for
issuance pursuant to these resolutions when such certificates representing
such shares of Common Stock shall have been countersigned pursuant to these
resolutions and registered by the Company's Registrar in New York, New York;
and said Registrar is authorized and directed to countersign and record in its
registration record and to redeliver to the Company certificates representing
shares of such Common Stock when presented to it for such purpose on behalf of
the Company.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, the Secretary of the Company is
authorized and directed to cause to be mailed to the persons entitled thereto
certificates representing whole shares of Class B Stock to be issued as a
result of the Stock Split authorized for issuance pursuant to these
resolutions when such certificates representing such shares of Class B Stock
shall have been signed by, or shall bear the facsimile signatures of, the
Chairman of the Board of Directors, a Vice Chairman, an Executive Vice
President, a Group Vice President or a Vice President of the Company, and also
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Company, and shall have been registered by the Company.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, each of the Company's Transfer
Agents and Registrars is authorized to make transfers of shares of Common
Stock of the Company on the same terms and conditions that it was authorized
to make transfers of Common Stock of the Company prior to the Stock Split;
and, other than as authorized by the resolution adopted this date amending
paragraph 17 of the resolution adopted by the Board of Directors at its
meeting on February 9, 1966, as amended, the Company's Transfer Agent in New
York is authorized to make original issues of shares of Common Stock of the
Company for each purpose for which such Transfer Agent was authorized to make
original issues of shares of Common Stock of the Company immediately preceding
the time when such amendment shall have become effective, the number of shares
of Common Stock so authorized to be issued by such Transfer Agent for each
such purpose to be twice the number of shares of Common Stock then authorized
for issue by such Transfer Agent for such purpose; and the Company's Registrar
in New York, New York is authorized to countersign and record in its
registration record and to redeliver to the Transfer Agent in New York
certificates for such shares of Common Stock when presented to it for such
purpose by such Transfer Agent.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, the Company shall at all times
reserve and keep available, out of its authorized but unissued Common Stock,
shares of Common Stock for the same purposes for which shares of authorized
but unissued Common Stock were so reserved immediately preceding the time such
amendment of the Certificate of Incorporation shall have become effective, the
number of shares of such Common Stock so reserved
<PAGE> 9
for each such purpose to be twice the number of shares of Common Stock then
reserved for such purpose.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, all prior resolutions of the Board
of Directors of the Company granting authority in respect of a specific number
of shares of Common Stock, including but not limited to resolutions
authorizing the issuance and listing of Common Stock on stock exchanges or
registration of Common Stock with the SEC under the Securities Act of 1933 in
connection with dividend reinvestment plans or various employee stock-based
plans, be and hereby are amended so that the specific number of shares of
Common Stock set forth in each such resolution shall be two times such number.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, the appropriate officers of the
Company be and hereby are authorized in the name and on behalf of the Company
to take such action as they may deem necessary, appropriate or desirable to
make application for the listing on the New York, Boston, Cincinnati, Chicago,
Pacific Coast and Philadelphia Stock Exchanges in the United States and the
Montreal Stock Exchange in Canada and the Brussels, London, Scottish, Berlin,
Dusseldorf, Frankfurt, Hamburg, Munich, Amsterdam, Zurich, Basle, Geneva,
Lausanne and Paris Stock Exchanges in Europe, and the Tokyo Stock Exchange in
Asia, and any other exchange on which the Common Stock of the Company is then
listed, of all the shares of Common Stock of the Company, of a par value of
$1.00 per share, to be outstanding or reserved or authorized for issuance in
connection with or as a result of the Stock Split; and that the Chairman of
the Board of Directors, any Vice Chairman, any Executive Vice President, any
Group Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary of the Company, and each
of them, be and hereby are designated representatives of the Company to appear
before the Department of Stock List or similar office of any such exchange and
to take all such steps as they, or any of them, may deem necessary,
appropriate or desirable to effect such listing.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, in connection with the application
of the Company to the New York or any other stock exchange for the listing on
any such exchange of shares of Common Stock of the Company which may be issued
in connection with, or as a result of, the Stock Split, the Chairman of the
Board of Directors, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Treasurer, any Assistant Treasurer,
the Secretary and any Assistant Secretary of the Company, and each of them, be
and hereby are authorized in the name and on behalf of the Company to make,
execute and deliver an agreement or agreements providing for the
indemnification by the Company of the New York or any other such stock
exchange, its governors, officers, employees and its subsidiary companies and
innocent purchasers for value of such shares of Common Stock from and against
losses, liabilities,
<PAGE> 10
claims, damages or accidents in connection with the use of facsimile
signatures on certificates evidencing such shares of Common Stock of the
Company or any other agreement or agreements relating to the Stock Split which
may be required by the New York or any other such stock exchange, in such form
or forms as the person or persons executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, the Chairman of the Board of
Directors, any Vice Chairman, any Executive Vice President, any Group Vice
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary and any Assistant Secretary of the Company, and each of them, be and
hereby are authorized, in the name and on behalf of the Company, to take any
and all action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to obtain a permit for, register or qualify
all or part of the shares of Common Stock to be outstanding or reserved or
authorized for issuance in connection with or as a result of the Stock Split,
or to request an exemption from registration of such securities, or to
register or obtain a license for the Company as a dealer or broker under the
securities laws of such of the states of the United States of America or of
any other jurisdiction as such persons, or any of them, may deem necessary,
appropriate or desirable, and in connection with such registrations, permits,
licenses, qualifications and exemptions to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other
papers and instruments as may be required under such laws and to take any and
all further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registration in effect for
so long as such persons, or any of them, may deem to be in the best interests
of the Company.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, the appropriate officers and
employees of the Company be and they hereby are authorized and empowered in
the name and on behalf of the Company to take any action, and to execute and
deliver any and all letters, documents, instruments or other writings, that
they deem necessary, appropriate or desirable to carry out the intent and to
accomplish the purposes of each and all the foregoing resolutions.
RESOLVED, That, if and when the foregoing amendment to the Certificate
of Incorporation of the Company declared advisable and recommended to the
stockholders shall have become effective, paragraph 17 of the resolution
adopted by the Board of Directors at its meeting on February 9, 1966, as
amended, with respect to the
<PAGE> 11
authority of management to take certain actions on behalf of the Company, be
and hereby is further amended so as to read as follows:
17. Common Stock Issues.
"Directions to Chemical Bank, as Transfer Agent, by written instructions, to
make original issues of Common Stock from and after June 6, 1994 not exceeding
the sum of (at the close of business on April 12, 1994, adjusted for the two-
for-one stock split in the form of a one hundred percent stock dividend
effective as of the close of business on June 6, 1994):
(i) 70,852,076 shares, reserved for issuance on conversion of
the Company's Class B Stock;
(ii) 150,184,898 shares, reserved for issuance in connection with
the conversion of the Company's Series A Cumulative
Convertible Preferred Stock;
(iii) 89,040 shares, reserved for issuance in connection with the
Ford Motor Company and Ford Holdings, Inc. Dividend
Reinvestment and Stock Purchase Plan for the Company's Series
B Cumulative Preferred Stock;
(iv) 89,024 shares, reserved for issuance in connection with the
conversion into Common Stock of certain debt instruments of
Ford Motor Credit Company;
(v) 1,136,752 shares, reserved for issuance in connection with
the 1985 Stock Option Plan of the Company;
(vi) 9,714,350 shares, reserved for issuance in connection with
the 1986 Long-Term Incentive Plan of the Company;
(vii) 83,516,984 shares, reserved for issuance in connection with
the 1990 Long-Term Incentive Plan of the Company;
(viii) 6,085,490 shares, reserved for issuance in connection with
the Company's Savings and Stock Investment Plan for Salaried
Employees and the Company's Tax-Efficient Savings Plan for
Hourly Employees;
(ix) 2,471,326 shares, reserved for issuance in connection with
the Company's Supplemental Compensation Plan;
(x) 1,457,000 shares, reserved for issuance in connection with
the Ford Credit Savings Plan; and
<PAGE> 12
(xi) 1,947,200 shares, reserved for issuance in connection with
the Associates First Capital Corporation Retirement Savings
and Profit Sharing Plan.
In connection with the authorization contained in this paragraph 17, the
Transfer Agent be and hereby is authorized and directed to make original
issues of Common Stock in accordance with the aforesaid written instructions,
and Chemical Bank, as Registrar, is hereby authorized and directed to
countersign and record in its registration record and to redeliver to the
Transfer Agent certificates for shares of Common Stock when presented to it
for such purpose by said Transfer Agent."
