Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY 1990 LONG-TERM INCENTIVE PLAN
(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, 5,000,000 $27.25 $136,250,000 $27,250.00
$1.00 par value shares
</TABLE>
* Based on the market price of Common Stock of the Company on
October 5, 1994, in accordance with Rule 457(c) under the
Securities Act of 1933.
** This amount is the assumed aggregate option price of the
5,000,000 shares of Common Stock being registered, based on the
market price of Common Stock of the Company on October 5, 1994, in
accordance with Rule 457(h) under the Securities Act of 1933.
<PAGE>
FORD MOTOR COMPANY 1990 LONG-TERM INCENTIVE PLAN
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement Nos. 33-54348 and 33-39402
are incorporated herein by reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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<CAPTION>
<S> <C>
Exhibit 4.A Ford Motor Company 1990 Long-Term Incentive Plan. Filed as
Exhibit 4(A) to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.B Amendment to 1990 Long-Term Incentive Plan (effective as of
October 1, 1990). Filed as Exhibit 10-P-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference.
Exhibit 4.C Form of Stock Option Agreement for use under the 1990 Long-
Term Incentive Plan (Nonqualified Option). Filed as Exhibit
4(C) to Registration Statement No. 33-54348 and incorporated
herein by reference.
Exhibit 4.D Form of Stock Option Agreement for use under the 1990 Long-
Term Incentive Plan (U.K. Nonqualified Option). Filed as
Exhibit 4(C) to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.E Form of Stock Option Agreement for use under the 1990 Long-
Term Incentive Plan (Incentive Option). Filed with this
Registration Statement.
Exhibit 5 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 15 Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
<PAGE>
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 resolution 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>
<PAGE>
SIGNATURES
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 6th day of October, 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
- -----------------------------
(Colby H. Chandler)
Michael D. Dingman* Director October 6, 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)
<PAGE>
Director and
William Clay Ford, Jr.* Vice President
- -----------------------------
(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 October 6, 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
Stanley A. Seneker* Vice President
- -----------------------------
(Stanley A. Seneker)
<PAGE>
Clifton R. Wharton, Jr.* Director
- -----------------------------
(Clifton R. Wharton, Jr.)
Group Vice President
and Chief Financial Officer
John M. Devine (principal financial officer) October 6, 1994
- -----------------------------
(John M. Devine)
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer)
- -----------------------------
(Murray L. Reichenstein)
*By: /s/K. S. Lamping
--------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
<S> <C> <C>
Exhibit 4.A Ford Motor Company 1990 Long-Term Incentive
Plan. Filed as Exhibit 4(A) to Registration
Statement No. 33-39402 and incorporated
herein by reference.
Exhibit 4.B Amendment to 1990 Long-Term Incentive Plan
(effective as of October 1, 1990). Filed as
Exhibit 10-P-1 to Ford's Annual Report on
Form 10-K for the year ended December 31,
1991 and incorporated herein by reference.
Exhibit 4.C Form of Stock Option Agreement for use under
the 1990 Long-Term Incentive Plan
(Nonqualified Option). Filed as Exhibit 4(C)
to Registration Statement No. 33-54348 and
incorporated herein by reference.
Exhibit 4.D Form of Stock Option Agreement for use under
the 1990 Long-Term Incentive Plan (U.K.
Nonqualified Option). Filed as Exhibit 4(C)
to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.E Form of Stock Option Agreement for use under
the 1990 Long-Term Incentive Plan (Incentive
Option). Filed with this Registration
Statement.
Exhibit 5 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 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 resolution of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 25.B to
Registration Statement No. 33-54735 and
incorporated herein by reference.
</TABLE>
Exhibit 4.E
STOCK OPTION AGREEMENT UNDER
1990 LONG-TERM INCENTIVE PLAN
(Incentive Option)
This AGREEMENT made this day of , 19 by and between Ford
Motor Company, a Delaware corporation (the "Company"), and
(the "Optionee"), WITNESSETH:
WHEREAS, the Optionee is now employed by the Company, or one of its
subsidiaries, in a responsible capacity and the Company desires to provide an
incentive to the Optionee, to encourage the Optionee to remain in the employ
of the Company or of one or more of its subsidiaries and to increase the
Optionee's interest in the Company's long-term success; and as an inducement
thereto the Company has adopted the 1990 Long-Term Incentive Plan (the "Plan"),
to be administered by the Compensation and Option Committee (the "Committee"),
and has determined to grant to the Optionee the option herein provided for;
NOW, THEREFORE, IT IS AGREED BETWEEN THE PARTIES as follows:
Subject to the terms and conditions set forth herein, in the Plan, in
the "Terms and Conditions of Stock Option Agreement" attached hereto (the
"Terms and Conditions") and in any rules and regulations established by the
Committee pursuant to the Plan (all of which are incorporated by reference into
this Agreement as though set forth in full herein), the Company hereby grants
to the Optionee the right and option to purchase from the Company up to, but
not exceeding in the aggregate, shares of the Company's Common Stock of the
par value of $1.00 per share ("Stock"), at a price of per share (the
"Option").
The Optionee agrees to remain in the employ of the Company or of one or
more of its subsidiaries for a period ending on the later of (a) the date one
year from the date of this Agreement or (b) one year from the latest date to
which the Optionee is obligated to remain in such employ under any option
granted to the Optionee under the Plan or any Stock Option Plan of the Company
or under any amendment to any such option; provided, however, that, if the
second or third paragraph of Article 2 of the Terms and Conditions shall apply
to the Optionee, such period shall be limited to six months from the date of
this Agreement; and provided, further, that nothing contained herein or in the
Terms and Conditions shall restrict the right of the Company or any of its
subsidiaries to terminate the employment of the Optionee at any time, with or
without cause. The term "Company" as used in this Agreement and in the Terms
and Conditions with reference to employment shall include subsidiaries of the
Company. The term "subsidiary" as used in this paragraph shall mean any
corporation a majority of the voting stock of which is owned directly or
indirectly by the Company.
The Option is intended to be an incentive stock option.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
AUTHENTICATED FORD MOTOR COMPANY
as of the above date
By By
- ----------------------------- ----------------------------
Employee Relations Staff
By
----------------------------
Optionee
<PAGE>
TERMS AND CONDITIONS
OF
STOCK OPTION AGREEMENT
(Incentive Option)
1. The Option may not be exercised prior to the date one year from
the date of the Stock Option Agreement of which these terms and conditions are
a part (the "Agreement"). Thereafter, the Option may be exercised in
installments as follows:
(a) Beginning on the date one year from the date of the
Agreement, the Option may be exercised to the extent of 25% of the
shares originally covered thereby;
(b) Beginning on the date two years from the date of the
Agreement, the Option may be exercised to the extent of an
additional 25% of the shares originally covered thereby;
(c) Beginning on the date three years from the date of the
Agreement, the Option may be exercised to the extent of an
additional 25% of the shares originally covered thereby;
(d) Beginning on the date four years from the date of the
Agreement, the Option may be exercised to the extent of an
additional 25% of the shares originally covered thereby;
(e) To the extent not exercised, installments shall be
cumulative and may be exercised in whole or in part; and
(f) The Option may not be exercised for less than the greater
of (i) 50 shares or (ii) 5% of the shares originally covered
thereby, except that the Option may be exercised for the balance of
the shares at the time purchasable pursuant to the Option;
all subject to the Agreement of these terms and conditions and any rules and
regulations established by the Committee pursuant to the Plan.
2. Except as provided in the three paragraphs next following, if,
prior to the date one year from the date of the Agreement, the Optionee's
employment with the Company shall be terminated by the Company, with or without
cause, or by the act, death, incapacity or retirement of the Optionee, the
Optionee's right to exercise the Option shall terminate on the date of such
termination of employment and all rights hereunder and under the Agreement
shall cease.
Notwithstanding the provisions of the next preceding paragraph, if the
Optionee's employment with the Company shall be terminated by reason of
retirement, release because of disability or death, and the Optionee had
remained in the employ of the Company for at least six months following the
date of the Agreement, and subject to the provisions of Article 3 hereof, all
the Optionee's rights hereunder and under the Agreement shall continue in
effect or continue to accrue until the date ten years after the date of the
Agreement, subject, in the event of the Optionee's death during such ten-year
period, to the provisions of the seventh paragraph of this Article and
subject to any other limitation contained herein or in the Agreement on the
exercise of the Option in effect at the date of exercise.
Notwithstanding the provisions of the first paragraph of this Article,
if the Optionee's employment with the Company shall be terminated under mutually
satisfactory conditions, and the Optionee had remained in the employ of the
Company for at least six months following the date of the Agreement, and
subject to the provisions of Article 3 hereof, all the Optionee's rights
hereunder and under the Agreement shall continue in effect or continue to accrue
until the date three months after the date of such termination (but not later
than the date ten years from the date of the Agreement), subject, in the event
of the Optionee's death during such three-month period, to the provisions of
the seventh paragraph of this Article and subject to any other limitation
contained herein or in the Agreement on the exercise of the Option in effect at
the date of exercise.
Notwithstanding anything to the contrary set forth herein or in the
Agreement, if the Optionee's employment with the Company shall be terminated
at any time by reason of a sale or other disposition (including, without
limitation, a transfer to a "Joint Venture" (as hereinafter defined)) of the
division, operation or subsidiary in which the Optionee was employed or to
which the Optionee was assigned, all the Optionee's rights under the Option
shall continue in effect and continue to accrue until the date five years after
the date of such termination (but not later than the date ten years from the
date of grant of the Option), provided the Optionee shall satisfy both of the
following conditions:
(a) the Optionee, at the date of such termination, had
remained in the employ of the Company for at least three months
following the grant of the Option, and
(b) the Optionee continues to be or becomes employed in such
division, operation or subsidiary following such sale or other
disposition and remains in such employ until the date of exercise of
the Option (unless the Committee, or any committee appointed by it
for the purpose, shall waive this condition (b)).
Upon termination of the Optionee's employment with such (former) division,
operation or subsidiary following such sale or other disposition, any then
existing right of the Optionee to exercise the Option shall be subject to the
following limitations: (i) if the Optionee's employment is terminated by
reason of disability, death or retirement with the approval of his or her
employor, the Optionee's rights shall continue as provided in the preceding
sentence with the same effect as if his or her employment had not terminated;
(ii) if the Optionee's employment is terminated by reason of discharge or
voluntary quit, the Optionee's rights shall terminate on the date of such
termination of employment and all rights under the Option shall cease; and
(iii) if the Optionee's employment is terminated for any reason other than a
reason set forth in the preceding clauses (i) and (ii), the Optionee shall have
the right, within three months after such termination, to exercise the Option
to the extent that it or any installment thereof shall have accrued at the date
of such termination and shall not have been exercised, subject in the case of
any such termination to the provisions of Article 3 hereof and any other
limitation on the exercise of the Option in effect at the date of exercise.
For purposes of this paragraph, the term "Joint Venture" shall mean any joint
venture corporation or partnership, or comparable entity, in which the
Company has a substantial equity interest.
If, on or after the date one year from the date of the Agreement, the
Optionee's employment with the Company shall be terminated for any reason
except retirement, release because of disability, death, release because of a
sale or other disposition of the division, operation or subsidiary in which the
Optionee was employed or to which the Optionee was assigned, release under
mutually satisfactory conditions, discharge, release in the best interest of the
Company or voluntary quit, the Optionee shall have the right, within three
months after such termination, to exercise the Option to the extent that it or
any installment thereof shall have accrued at the date of such termination of
employment and shall not have been exercised, subject to the provisions of
Article 3 hereof and any other limitation contained herein or in the Agreement
on the exercise of the Option in effect at the date of exercise.
If the Optionee's employment with the Company shall be terminated at any
time by reason of discharge, release in the best interest of the Company or
voluntary quit, the Optionee's right to exercise the Option shall terminate on
the date of such termination of employment and all rights hereunder and under
the Agreement shall cease.
If the Optionee shall die within the applicable period specified in the
second, third, fourth or fifth paragraph of this Article, the beneficiary
designated pursuant to Article 6 hereof or, if no such designation is in effect,
the executor or administrator of the estate of the decedent or the person or
persons to whom the Option shall have been validly transferred by the executor
or the administrator pursuant to will or the laws of descent and distribution
shall have the right, within the same period of time as the period during which
the Optionee would have been entitled to exercise the Option if the Optionee
had not died, to exercise the Option (except that, if the fifth paragraph of
this Article shall apply to the Optionee, the Option may be exercised only to
the extent that it or any installment thereof shall have accrued at the date of
death and shall not have been exercised, and except that the period of time
within which the Option shall be exercisable following the date of the
Optionee's death shall not be less than one year (unless the Option by its
terms expires earlier)), subject to the provision that the Option shall not be
exercised under any circumstances beyond ten years from the date of the
Agreement and to any other limitation on the exercise of the Option in effect at
the date of exercise.
Notwithstanding anything to the contrary set forth in the Agreement or in
these terms and conditions, the Option shall not be exercised on or after the
date ten years from the date of the Agreement.
3. Anything contained herein or in the Agreement to the contrary
notwithstanding, the right of the Optionee to exercise the Option following
termination of the Optionee's employment with the Company shall remain effective
only if, during the entire period from the date of the Optionee's termination to
the date of such exercise, the Optionee shall have earned out such right by (i)
making himself or herself available, upon request, at reasonable times and upon
a reasonable basis, to consult with, supply information to and otherwise
cooperate with the Company or any subsidiary thereof with respect to any matter
that shall have been handled by him or her or under his or her supervision while
he or she was in the employ of the Company or of any subsidiary thereof, and
(ii) refraining from engaging in any activity that is directly or indirectly
in competition with any activity of the Company or any subsidiary thereof.
In the event of the Optionee's nonfulfillment of the condition set forth
in the immediately preceding paragraph, the Optionee's right to exercise the
Option shall cease; provided, however, that the nonfulfillment of such condition
may at any time (whether before, at the time of or subsequent to termination of
his or her employment) be waived in the following manner:
(1) if the Optionee at any time shall have been subject to the
reporting requirements of Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or the liability
provisions of Section 16(b) of the Exchange Act (any such Optionee
being hereinafter called a "Section 16 Person"), such waiver may be
granted by the Committee upon its determination that in its sole
judgment there shall not have been and will not be any substantial
adverse effect upon the Company or any subsidiary thereof by reason
of the nonfulfillment of such condition; and
(2) if the Optionee shall not at any time have been a Section
16 Person, such waiver may be granted by the Committee (or any
committee appointed by it for the purpose) upon its determination
that in its sole judgment there shall not have been and will not be
any such substantial adverse effect.
Anything contained herein or in the Agreement to the contrary
notwithstanding, the right of the Optionee to exercise the Option following
termination of the Optionee's employment with the Company shall cease on and as
of the date on which it has been determined by the Committee that the Optionee
at any time (whether before or subsequent to termination of the Optionee's
employment) acted in a manner inimical to the best interests of the Company.
Conduct which constitutes engaging in an activity that is directly or indirectly
in competition with any activity of the Company or any subsidiary thereof shall
be governed by the four immediately preceding paragraphs of this Article and
shall not be subject to any determination under this paragraph.
4. Payment for any shares of Stock purchased upon exercise of the
Option shall be made in full at the time of exercise. Such payment may be
made in cash, by delivery of shares of Stock beneficially owned by the
Optionee or by a combination of cash and Stock, at the election of the Optionee;
provided, however, that any shares of Stock so delivered shall have been
beneficially owned by the Optionee for a period of not less than six months
prior to the date of such exercise. Any shares of Stock so delivered shall
be valued at their fair market value on the date of such exercise.
"Fair market value" shall mean the average of the highest price and the
lowest price at which Stock shall have been sold regular way on the New York
Stock Exchange on the date as of which such computation is to be made or, if no
such sales shall have been made on such day, on the next preceding day on which
there were such sales of Stock on such Exchange.
The Optionee, from time to time during the period when the Option may by
its terms be exercised, may exercise the Option in whole or in part by
delivering to the Company: (i) a written notice signed by the Optionee stating
the number of shares that the Optionee has elected to purchase at that time
from the Company, and (ii) a check in an amount, or (in accordance with the two
preceding paragraphs) shares of Stock having a value, equal to the purchase
price of the shares then to be purchased, or a combination of shares of Stock
and cash. The Committee, if it shall deem it necessary or desirable for any
reason connected with any law or regulation of any governmental authority
relating to the regulation of securities, may require the Optionee to execute
and file with it such evidence as it may deem necessary that the Optionee is
acquiring any shares of Stock for investment and not with a view to their
distribution.
As soon as practicable after receipt by the Company of such notice,
check and/or shares of Stock (if the Option is exercised in whole or in part)
and such evidence of intent to acquire for investment as may be required by
the Committee, the Company shall issue the appropriate number of shares in the
name of the Optionee and deliver the certificate therefor to the Optionee.
The number of shares shall be adjusted appropriately, or other appropriate
arrangements shall be made, for any taxes required to be withheld by federal,
state or local law.
5. As a condition of the granting of the Option, the Optionee and the
Optionee's successors and assigns agree that any dispute or disagreement which
shall arise under or as a result of the Agreement or these terms and conditions
shall be determined by the Committee in its sole discretion and judgment and
that any such determination and any interpretation by the Committee of the
Agreement or of these terms and conditions shall be final and shall be binding
and conclusive for all purposes.
6. The Option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and, during the Optionee's
lifetime, is exercisable only by the Optionee or the Optionee's guardian or
legal representative. Once transferred by will or by the laws of descent and
distribution, the Option shall not be further transferable. Any transferee of
the Option shall take the same subject to the terms and conditions set forth
herein. No such transfer of the Option shall be effective to bind the Company
unless the company shall have been furnished with written notice thereof and a
copy of the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions set forth herein. No assignment or
transfer of the Option, or of the rights represented thereby, other than as
provided in this Article, shall best in the purported assignee or transferee any
interest or right therein whatsoever.
Notwithstanding anything to the contrary set forth herein, the Optionee
may file with the Company a written designation of beneficiary or beneficiaries
(subject to such limitations as to the classes and number of beneficiaries and
contingent beneficiaries and such other limitations as the Committee from time
to time may prescribe) to exercise, in the event of the Optionee's death, the
Option subject to the terms and conditions set forth herein and to receipt by
the Company of such evidence as the Committee may deem necessary to establish
the acceptance by the beneficiary or beneficiaries of the terms and conditions
set forth herein. The Optionee shall be deemed to have designated as
beneficiary or beneficiaries the person or persons who receive the Optionee's
life insurance proceeds under the Company-paid Life Insurance Plan unless the
Optionee shall have assigned such life insurance or shall have filed with the
Company a written designation of a different beneficiary or beneficiaries.
The Optionee may from time to time revoke or change any such designation of
beneficiary and any designation of beneficiary by the Optionee shall be
controlling over any other disposition, testamentary or otherwise; provided,
however, that if the Committee shall be in doubt as to the entitlement of any
such beneficiary to exercise the Option, the Committee may determine to
recognize only an exercise by the legal representative of the Optionee,
in which case the Company, the Committee and the members thereof shall not be
under any further liability to anyone.
7. The Optionee, a beneficiary designated pursuant to Article 6 hereof
or a transferee of the Option shall have no rights as a stockholder with respect
to any share covered by the Option until such person shall have become the
holder of record of such share, and, except as provided in Article 9 hereof,
no adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash or securities or other property) or distributions or other rights in
respect of such share for which the record date is prior to the date upon
which such person shall become the holder of record thereof.
8. The existence of the Option shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceedings whether of a similar
character or otherwise.
9. The shares covered by the Option are shares of Stock as presently
constituted, but if, and whenever, prior to the delivery by the Company of all
of the shares of Stock deliverable upon exercise of the Option, the Company
shall effect the payment of a stock dividend on Stock payable in shares of
Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares remaining under the
Option shall be appropriately adjusted. Such adjustment shall be made by the
Committee, whose determination as to what adjustment shall be made, and the
extent thereof, shall be final and shall be binding and conclusive for all
purposes. Any such adjustment may provide for the elimination of any fractional
share which might otherwise become subject to the Option.
10. Except as hereinbefore expressly provided, (a) the issue by the
Company of shares of Stock of any class, or securities convertible into shares
of Stock of any class, for cash or property or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, or (b) the payment of a stock dividend on
any other class of the Company's stock, or (c) any subdivision or combination of
the shares of any other class of the Company's stock, or (d) any
reclassification of any other class of the Company's stock, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Stock subject to the Option.
11. After any merger of one or more corporations into the Company, or
after any consolidation of the Company and one or more corporations in which
the Company shall be the surviving corporation, the Optionee shall, at no
additional cost, be entitled upon any exercise of the Option to receive (subject
to any required action by stockholders), in lieu of the number of shares as to
which the Option shall then be so exercised, the number and class of shares of
stock or other securities to which the Optionee would have been entitled
pursuant to the terms of the agreement of merger or consolidation if at the time
of such merger or consolidation the Optionee had been a holder of record of a
number of shares of Stock equal to the number of shares as to which such Option
shall then be so exercised. Comparable rights shall accrue to the Optionee in
the event of successive mergers or consolidations of the character described
above. Anything contained herein or in the Agreement to the contrary
notwithstanding, upon the dissolution or liquidation of the Company, or upon any
merger or consolidation in which the Company is not the surviving corporation,
the Option shall terminate; but if a period of one year from the date of the
Agreement shall have expired, the Optionee shall have the right, immediately
prior to such dissolution, liquidation, merger or consolidation, to exercise the
Option in whole or in part to the extent it shall not have been exercised,
without regard to the installment provisions of Article 1 hereof but subject to
any other limitation contained herein or in the Agreement on the exercise of the
Option in effect on the date of exercise. In the event of any other event
affecting Stock, an appropriate adjustment shall be made in the number and price
of shares remaining under, and other terms and provisions of, the Option. The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined by the Committee in its sole discretion, and such
determination shall be final and shall be binding and conclusive for all
purposes. Any such adjustment may provide for the elimination of any fractional
share which might otherwise become subject to the Option.
12. Notwithstanding any of the other provisions of the Agreement or
these terms and conditions, the Optionee agrees not to exercise the Option,
and that the Company will not be obligated to issue any shares pursuant to the
Agreement, if the exercise of the Option or the issuance of such shares would
constitute a violation by the Optionee or by the Company of any provisions of
any law or regulation of any governmental authority. Any determination of the
Committee in this connection shall be final and shall be binding and conclusive
for all purposes. The Company shall in no event be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of shares pursuant thereto to comply with any law or any regulation of any
governmental authority.
13. Every notice relating to the Agreement shall be in writing and shall
be given by registered mail with return receipt requested. All notices to the
Company shall be addressed to the Stock Option Administrator of the Company at
its offices at Dearborn, Michigan. All notices by the Company to the Optionee
shall be addressed to the current address of the Optionee as shown on the
records of the Company. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any notice given by the
Company to the Optionee at his or her last designated address shall be effective
to bind any other person who shall acquire rights under the Agreement.
14. Whenever the term "Optionee" is used in any provision of the
Agreement or these terms and conditions under circumstances such that the
provision should logically apply to any other person or persons designated as a
beneficiary pursuant to the provisions of Article 6 hereof, or to whom the
Option, in accordance with the provisions of Article 6 hereof, may be
transferred, the term "Optionee" shall be deemed to include such person or
persons.
15. The Agreement has been made in and it and these terms and conditions
shall be construed in accordance with the laws of the State of Michigan.
j:\a\option
Exhibit 5
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
October 6, 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 5,000,000 shares of Common
Stock, par value $1.00 per share, of the Company ("Common Stock"),
relating to the Ford Motor Company 1990 Long-Term Incentive Plan
(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 Plans. 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, when issued and sold in accordance with the Plan,
will be validly 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 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/Thomas J. DeZure
Thomas J. DeZure
Assistant Secretary and
Associate Counsel
Coopers Coopers & Lybrand L.L.P. Exhibit 15
& Lybrand a professional services firm
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our reports dated April 27, 1994 and July 27,
1994 accompanying the unaudited interim financial information of
Ford Motor Company for the periods ended March 31 and June 30, 1994
and 1993 and included in the Ford Motor Company Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1994 and June 30,
1994 are incorporated by reference in this Registration Statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports 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.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
October 6, 1994
Coopers Coopers & Lybrand L.L.P. Exhibit 23
& Lybrand a professional services firm
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Ford Motor Company of our report dated
February 1, 1994, which report includes an explanatory paragraph
concerning a change in the methods of accounting for postretirement
benefits other than pensions and income taxes in 1992, 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 report is included in Ford's 1993 Annual Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan
October 6, 1994
