H:\tshanley\s-8\tesphe.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
incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY 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>
Common Stock, $1.00 4,000,000
par value shares $31.125 $124,500,000 $42,931.04
</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 market price of Common Stock of the Company on
July 22, 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>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-54283, 33-
50238, 33-36043, 33-19036 and 2-95018 are incorporated herein by
reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company Tax-Efficient Savings Plan for
Hourly Employees. Filed as Exhibit 4(C) to
Registration Statement No. 33-19036 and
incorporated herein by reference.
Exhibit 4.B - Copy of Trust Agreement dated as of January 1, 1985
between Ford Motor Company and Comerica Bank
(formerly Manufacturers National Bank of Detroit),
as Trustee. Filed as Exhibit 4(D) to Registration
Statement No. 33-19036 and incorporated herein by
reference.
Exhibit 4.C - 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.D - Copy of Letter Agreement effective February 1, 1993
between Lehman Government Securities, Inc. and
Comerica Bank, as Trustee. Filed as Exhibit 4.J to
Registration Statement No. 33-54275 and
incorporated herein by reference.
Exhibit 4.E - Copy of Group Annuity Contract effective January 1,
1994 between The Prudential Insurance Company of
America and Comerica Bank, as Trustee. Filed as
Exhibit 4.K to Registration Statement No. 33-54275
and incorporated herein by reference.
Exhibit 5.A - Opinion of Thomas J. DeZure, an Assistant Secretary
and Associate 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 to
Registration Statement No. 33-36043 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 as
Exhibit 24.A to Registration Statement No. 33-54735
and incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 24.B to Registration
Statement No. 33-54735 and incorporated herein by
reference.
<PAGE>
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 26th day of
July, 1994.
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
By:/s/P. T. Zachary
P. T. Zachary, Chairman
Tax-Efficient Savings Plan Committee
<PAGE>
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 26th day of July,
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer)
- --------------------------
(Alex Trotman)
Colby H. Chandler* Director July 26, 1994
- --------------------------
(Colby H. Chandler)
Michael D. Dingman* Director
- --------------------------
(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)
<PAGE>
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.)
Drew Lewis* Director
- -----------------------------
(Drew Lewis)
Ellen R. Marram* Director July 26, 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)
<PAGE>
Signature Title Date
Clifton R. Wharton, Jr.* Director
- -----------------------------
(Clifton R. Wharton, Jr.)
July 26, 1994
Vice President -- Controller
Murray L. Reichenstein* (principal accounting officer)
- -----------------------------
(Murray L. Reichenstein)
</TABLE>
*By:/s/K. S. Lamping
--------------------
(K. S. Lamping,
Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
at which Found
(or Incorporated
by Reference)
<S> <C> <C>
Exhibit 4.A Ford Motor Company Tax-Efficient Savings
Plan for Hourly Employees. Filed as Exhibit
4(C) to Registration Statement No. 33-19036
and incorporated herein by reference.
Exhibit 4.B Copy of Trust Agreement dated as of January 1,
1985 between Ford Motor Company and Comerica
Bank (formerly Manufacturers National Bank of
Detroit), as Trustee. Filed as Exhibit 4(D)
to Registration Statement No. 33-19036 and
incorporated herein by reference.
Exhibit 4.C 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.D Copy of Letter Agreement effective February 1,
1993 between Lehman Government Securities, Inc.
and Comerica Bank, as Trustee. Filed as Exhibit
4.J to Registration Statement No. 33-54275 and
incorporated herein by reference.
Exhibit 4.E Copy of Group Annuity Contract effective January
1, 1994 between The Prudential Insurance Company
of America and Comerica Bank, as Trustee. Filed
as Exhibit 4.K to Registration Statement No.
33-54275 and incorporated herein by reference.
Exhibit 5.A Opinion of Thomas J. DeZure, an Assistant Secretary
and Associate 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
to Registration Statement No. 33-36043 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 as
Exhibit 24.A to Registration Statement No. 33-54735
and incorporated herein by reference.
Exhibit 24.B Certified resolutions of Board of Directors
authorizing signature pursuant to a power of attorney.
Filed as Exhibit 24.B to Registration Statement
No. 33-54735 and incorporated herein by reference.
</TABLE>
July 26, 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 Tax-Efficient
Savings Plan for Hourly Employees (the "Plan").
As an Assistant Secretary and Associate 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).
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,
Thomas J. DeZure
Thomas J. DeZure
Assistant Secretary
and Associate Counsel
J:\a\TESP.opn
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
July 25, 1994
a:\ex15.wp
Exhibit 23
Coopers
& Lybrand
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND
Re: Ford Motor Company Registration Statements No. 33-54283, 33-50238,
33-36043, 33-19036 and 2-95018 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
July 25, 1994
a:\ex23.wp
