SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Excel Industries, Inc.
(Name of issuer)
Common Stock, No par value
(Title of class of securities)
300657 10 3
(CUSIP number)
John M. Rintamaki, Secretary, Ford Motor Company
The American Road, Dearborn, Michigan
48121 (313) 322-3000
(Name, address and telephone number of person
authorized to receive notices and communications)
January 11, 1994
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 300657 10 3 13D/A Page 2 of 9 Pages
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON Ford Motor Company
S.S. OR I.R.S. IDENTIFICATION I.R.S. Identification No. 38-0549190
NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF See Items 4 and 6 hereto (a) [ ]
A MEMBER OF A GROUP* (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER 1,509,927 shares of Common
BENEFICIALLY OWNED Stock, No par value
BY EACH REPORTING ("Common Stock")
PERSON WITH
8 SHARED VOTING POWER None
9 SOLE DISPOSITIVE POWER 1,509,927 shares of Common Stock
10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY 1,509,927 shares of Common Stock
OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* See Items 4 and 6 hereto [ X ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 14.3%
14 TYPE OF REPORTING PERSON* CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 300657 10 3 13D Page 3 or 9 Pages
Item 1. Security and Issuer.
[Pursuant to Rule 13d-2(c), the following information is
restated in its entirety from Item 1 of Ford Motor Company's
Schedule 13D dated October 16, 1986 (the "Initial Schedule 13D")
relating to its initial acquisition of the Common Stock of Excel
Industries, Inc. (the "Issuer").]
This statement relates to the Common Stock of Excel
Industries, Inc., whose principal executive offices are located
at 1120 N. Main Street, Elkhart, Indiana 46515.
Item 2. Identity and Background.
[Pursuant to Rule 13d-2(c), the following information is
restated in its entirety from Item 2 of the Initial Schedule
13D.]
This statement is filed by Ford Motor Company ("Ford"), a
corporation organized and existing under the laws of the State of
Delaware, whose principal executive offices are located at The
American Road, Dearborn, Michigan 48121.
The principal business of Ford and its consolidated
subsidiaries consists of the manufacture, assembly and sale of
cars and trucks and related parts and accessories. In the United
States, Ford markets cars and trucks in various price classes and
body styles. Ford also manufactures, assembles and sells farm
and industrial tractors and markets related farm, industrial and
construction equipment. Outside the United States, cars and
trucks are manufactured or assembled by subsidiaries of Ford in
Germany, Great Britain, Canada, Spain, Australia, Argentina,
Brazil, Mexico, Venezuela, and certain other countries. Tractors
and construction equipment parts and components are manufactured
by Ford subsidiaries in Great Britain, Belgium, Brazil and France
for assembly in these and certain other countries. The
automotive and tractor and equipment products of Ford and its
subsidiaries are sold in most of the markets of the free world.
Information concerning the executive officers and directors
of Ford is set forth in Attachment I and Attachment II hereto,
which are incorporated by reference in this statement as if fully
set forth herein. The business address of each such officer
except Messrs. Hayden and Hayes is c/o Ford Motor Company, The
American Road, Dearborn, Michigan 48121. The business address
of Messrs. Hayden and Hayes is c/o Ford of Europe Incorporated,
Eagle Way, Brentwood, Essex CM13 3BW, England.
During the last five years, neither Ford nor any of its
executive officers or directors identified in Attachments I and
II (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Except as otherwise indicated in Attachment I hereto, each
officer and director of Ford is a citizen of the United States of
America.
[The following information is furnished as part of Ford's
Amendment No. 1 to the Initial Schedule 13D and replaces, in its
entirety, the information set forth under Item 2 of the Initial
Schedule 13D.]
This statement is filed by Ford Motor Company ("Ford"), a
corporation organized and existing under the laws of the State of
Delaware.
Ford is the second-largest producer of cars and trucks in
the world, and ranks among the largest providers of financial
services in the United States.
<PAGE>
CUSIP No. 300657 10 3 13D Page 4 of 9 Pages
Ford's principal business is comprised of two segments --
Automotive and Financial Services. The activities of the
Automotive segment consist of the manufacture, assembly and sale
of cars and trucks and related parts and accessories. The
Financial Services segment is comprised of the following
subsidiaries: Ford Motor Credit Company, First Nationwide
Financial Corporation, Ford Holdings, Inc., Associates First
Capital Corporation, The American Road Insurance Company and USL
Capital Corporation (formerly United States Leasing
International, Inc.). The activities of these subsidiaries
include financing, insurance and savings and loan operations and
vehicle and equipment leasing.
The principal executive office of Ford is located at The
American Road, Dearborn, Michigan 48121, and its telephone number
is (313) 322-3000.
Information concerning the executive officers and directors
of Ford is set forth in Schedule A hereto, which is incorporated
by reference in this statement as if fully set forth herein.
During the last five years, neither Ford nor any of its
executive officers or directors identified in Schedule A (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Except as otherwise indicated in Schedule A hereto, each
officer and director of Ford is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
[Pursuant to Rule 13d-2(c), the following information is
restated in its entirety from Item 3 of the Initial Schedule
13D.]
Ford paid to the Issuer the sum of $16,618,000 in cash and
transferred to the issuer 100% of the common stock of Ford's
wholly owned subsidiary, Modular Concepts, Inc. ("MCI"), as
consideration for the issuance to Ford of 1,859,730 shares of the
Issuer's Common Stock. The aforesaid cash sum was paid out of
the general funds of Ford.
Item 4. Purpose of Transaction.
[Pursuant to Rule 13d-2 (c), the following information is
restated in its entirety from Item 4 of the Initial Schedule
13D.]
Ford acquired 1,187,461 shares of the Issuer's Common Stock
covered by this statement pursuant to a certain Stock Purchase
Agreement between Ford and the Issuer entered into on August 19,
1986 (the "Stock Purchase Agreement"), and 672,269 shares of the
Issuer's Common Stock pursuant to a certain Stock Exchange
Agreement and Plan of Reorganization, entered into on August 19,
1986 (the "Stock Exchange Agreement"), among Ford, MCI and the
Issuer. Ford acquired all of the 1,859,730 shares of the
Issuer's Common Stock covered by this statement for investment
purposes under the above referenced agreements at a Closing which
occurred on October 7, 1986. Copies of the Stock Purchase
Agreement and the Stock Exchange Agreement, which are
incorporated herein by reference, are appended hereto as Exhibits
A and B, respectively. Pursuant to Sections 6.10 and 8 (pp. 31-
34) of the Stock Purchase Agreement, and Sections 3 and 4 of the
Shareholders Agreement as defined in Item 6(a), Ford has certain
rights to acquire additional shares of the Common Stock of the
Issuer in accordance with the terms and conditions specified in
such Sections.
<PAGE>
CUSIP No. 300657 10 3 13D Page 5 of 9 Pages
Pursuant to Section 6.2 of the Stock Purchase Agreement (p.
19), the by-laws of the Issuer were amended on or prior to the
Closing to increase the number of persons on its Board of
Directors from four to seven, and to cause two persons designed
by Ford to be elected to fill two of the three newly created
vacancies on the Issuer's Board. The Issuer has agreed that, for
as long as Ford owns more that 10% of the Issuer's issued and
outstanding common stock, it will cause two persons designated by
Ford to be included in the seven person slate of nominees which
the Issuer proposes to its shareholders for election as directors
at each of its annual shareholders' meetings and use its good
faith reasonable efforts to assure that all such nominees,
including the persons designated by Ford, are elected as
directors of the Issuer.
Pursuant to Section 7.3 of the Stock Purchase Agreement,
Ford has agreed, while the Shareholders Agreement, as defined in
Item 6(a) hereof, remains in effect, to not attempt to elect any
person to the board of directors of the Issuer except as provided
in Section 6.2 of the Stock Purchase Agreement. Pursuant to
Section 6.3 of the Stock Purchase Agreement (pp. 20-21), on or
before the Closing, the by-laws of the Issuer were to be amended
to require the favorable vote of an extraordinary majority of the
board of directors to approve certain matters, as provided in
such Section.
Pursuant to Section 6.9 of the Stock Purchase Agreement (pp.
25-26), the Issuer will provide Ford with notice regarding
certain transactions involving the acquisition of the Issuer's
Common Stock by third parties, as provided in such Section.
Pursuant to Section 7.2 of the Stock Purchase Agreement (pp.
27-30), Ford has limited its ownership interest in the Issuer's
common stock to a certain percentage and subject to certain
conditions as provided in such Section.
One or more of the provisions of the Stock Purchase
Agreement and the Stock Exchange Agreement, as well as one or
more of the provisions of the Shareholders Agreement and the
Supply Agreement, which Agreements are defined in Item 6, may
impede the acquisition of control of the Issuer by any person.
Except as hereinabove described in this Item 4, Ford has no
plans or proposals as of the date hereof which relate to or would
result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
<PAGE>
CUSIP No. 300657 10 3 13D Page 6 of 9 Pages
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated in sub-
items (a)-(i) above.
[The following information is furnished as part of Ford's
Amendment No. 1 to the Initial Schedule 13D and supplements the
information set forth under Item 4 of the Initial Schedule 13D
restated above.]
Since the acquisition by Ford of 1,859,730 shares of the
Issuer's Common Stock on October 7, 1986, the Issuer effected a
5-for-4 stock split of its Common Stock in 1987 and paid a 10%
stock dividend in 1989. These actions increased the number of
shares of the Issuer's Common Stock held by Ford to 2,557,128.
In addition, the Issuer issued additional shares of Common Stock
in 1992 and 1993 which had the effect of reducing the percentage
of the issued and outstanding Common Stock of the Issuer owned by
Ford from 40.1% to 24.2%.
On January 11, 1994, Ford contributed 1,047,201 shares of
the Issuer's Common Stock to Ford Motor Company Fund, a
charitable organization incorporated under the laws of the State
of Michigan as a nonprofit corporation (the "Fund"), thereby
leaving Ford with 1,509,927 shares of the Issuer's Common Stock.
In connection with such contribution, Ford assigned to the Fund
certain of its rights, and the Fund assumed Ford's obligations,
under the Stock Purchase Agreement and the Shareholders Agreement
in respect of the shares of the Issuer's Common Stock so
contributed. It is this contribution which has required the
filing of this Amendment No. 1 to the Initial Schedule 13D
pursuant to Rule 13d-2 and a separate filing by the Fund of an
initial Schedule 13D.
On January 13, 1994, each of Ford and the Fund exercised the
registration rights provided in Section 9 and Exhibit D of the
Stock Purchase Agreement by requesting that the Issuer effect
registration under the Securities Act of 1933 of all their
respective shares of the Issuer's Common Stock. Also on January
13, 1994, Ford, the Fund and the Issuer issued a joint press
release announcing a plan by Ford and the Fund to sell all their
shares of the Issuer's Common Stock in a secondary public
offering. A copy of such press release, which is incorporated
herein by reference, is appended hereto as Exhibit E.
Item 5. Interest in Securities of the Issuer.
[Pursuant to Rule 13d-2(c), the following information is
restated in its entirety from Item 5 of the Initial Schedule
13D.]
(a) As of the date hereof, Ford is the beneficial owner of
1,859,730 shares of Common Stock of the Issuer, which represents
40.1% of the issued and outstanding Common Stock of the Issuer.
Ford has the right to acquire additional shares of the Issuer's
Common Stock pursuant to Sections 6.10 and 8 of the Stock
Purchase Agreement appended hereto as Exhibit A. While Ford, the
Issuer, and certain shareholders of the Issuer owning in excess
of 10% of the shares of the Common Stock of the Issuer are all
parties to the Shareholders Agreement defined in Item 6(a), Ford
disclaims beneficial ownership of the shares of Common Stock
owned by the shareholders, other than Ford, who are parties to be
said Shareholders Agreement. Further, Ford does not believe that
the parties to such Shareholders Agreement should be deemed to
constitute a "group" within the terms of Section 13d of the
Securities Exchange Act of 1934, nor does Ford believe that Ford
or any of the other parties to such Shareholders Agreement are
required to attribute any "beneficial ownership" to the shares of
Common Stock of the Issuer "beneficially owned" by any or all of
the other parties to such Agreement.
(b) Ford has the sole power to vote or direct the vote of
all 1,859,730 shares of the Issuer's Common Stock beneficially
owned by Ford as of the date hereof and the sole power to dispose
or to direct the disposition of such shares.
<PAGE>
CUSIP No. 300657 10 3 13D Page 7 of 9 Pages
(c) Ford did not have any transactions in the Common Stock
of the Issuer prior to the acquisition on October 7, 1986 of the
shares of the Issuer's Common Stock herein reported on.
(d) No person other than Ford has the right to receive or
the power to direct the receipt of dividends from the shares of
the Issuer's Common Stock herein reported on, and, to Ford's
knowledge, no person other than the Issuer has the right to
receive or to direct the receipt of the proceeds from the sale of
such shares.
(e) As of the date hereof, Ford is the beneficial owner of
more than five percent of the Common Stock of the issuer.
[The following information is furnished as part of Ford's
Amendment No. 1 to the Initial Schedule 13D and supplements the
information set forth under Item 5 of the Initial Schedule 13D
restated above.]
(a) As of the date of this Amendment No. 1 to the Initial
Schedule 13D, Ford is the beneficial owner of 1,509,927 shares of
Common Stock of the Issuer, which represents 14.3% of the issued
and outstanding Common Stock of the Issuer. In addition to the
disclaimers made in clause (a) of Item 5 of the Initial Schedule
13D restated above, Ford disclaims beneficial ownership of the
shares of Common Stock of the Issuer owned by the Fund and does
not believe that it and the Fund should be deemed to constitute a
"group" within the terms of Section 13(d) of the Securities
Exchange Act of 1934.
(b) Ford has the sole power to vote or direct the vote of
all 1,509,927 shares of the Issuer's Common Stock owned by Ford
as of the date of this Amendment No. 1 to the Initial Schedule
13D and the sole power to dispose or to direct the disposition of
such shares.
(c) Other than as described in Item 4 hereof, Ford did not
have any transactions in the Common Stock of the Issuer within
the 60-day period preceding the contribution by it to the Fund on
January 11, 1994 of 1,047,201 shares of the Issuer's Common
Stock, which contribution is more fully described in Item 4
hereof.
(d) No person other than Ford has the right to receive or
the power to direct the receipt of dividends from, or proceeds
from the sale by Ford of, the 1,509,927 shares of the Issuer's
Common Stock herein reported on.
Item 6. Contracts, Arrangements, understandings or
Relationships With Respect to Securities of the Issuer.
[Pursuant to Rule 13d-2(c), the following information is
restated in its entirety from Item 6 of the Initial Schedule
13D.]
(a) Ford, certain shareholders of the Issuer (the
"Shareholders"), and the Issuer have entered into a Shareholders
Agreement dated October 7, 1986 (the "Shareholders Agreement").
A copy of the Shareholders Agreement is appended hereto as
Exhibit C and incorporated herein by reference. Pursuant to
Section 1 of the Shareholders Agreement (pp. 1-3), Ford and the
Shareholders have undertaken to each vote their respective shares
of Common Stock of the Issuer as provided in said Section.
(b) Pursuant to Sections 3 and 4 of the Shareholders
Agreement (pp. 4-8), the Issuer has a right of first refusal in
the event Ford shall offer for sale shares of the Common Stock of
the Issuer except for (1) a public sale on any stock exchange on
which the Issuer's Common Stock is traded; or (2) a sale in a
public offering pursuant to an effective Registration Statement
under the Securities Act of 1933, as amended, and any applicable
state law. In addition, Ford has a right of first refusal to
purchase any shares of the Issuer's Common Stock which the
Shareholders may offer for sale, except for (1) a public sale on
any stock exchange on which Issuer's Common Stock is traded; or
(2) a sale in a public offering pursuant to an effective
Registration Statement under the Securities Act of 1933, as
amended, and any applicable state law. The terms and conditions
of the grant and exercise of the right of first refusal are as
specified in such Sections.
<PAGE>
CUSIP 300657 10 3 13D Page 8 of 9 Pages
(c) Ford and the Issuer have entered into a Purchase and
Supply Agreement dated October 7, 1986 (the "Supply Agreement")
pursuant to the terms and conditions of which Ford has agreed to
purchase and the Issuer has agreed to supply certain quantities
of modular framed glass parts. A copy of the Supply Agreement is
appended hereto as Exhibit D and incorporated herein by
reference.
[The following information is furnished as part of Ford's
Amendment No. 1 to the Initial Schedule 13D and supplements the
information set forth under Item 6 of the Initial Schedule 13D
restated above.]
As referred to in Item 4 hereof, in connection with the
contribution by Ford to the Fund of 1,047,201 shares of the
Issuer's Common Stock and pursuant to an Acknowledgement and
Assignment and Assumption Agreement dated January 11, 1994
between Ford and the Fund (the "Assignment and Assumption
Agreement"), the Fund has assumed Ford's obligations under the
Shareholders Agreement in respect of the shares so contributed.
A copy of the Assignment and Assumption Agreement, which is
incorporated herein by reference, is appended hereto as Exhibit
F.
Item 7. Material to be Filed as Exhibits.
[Pursuant to Rule 13d-2(c), the following information is
restated in its entirety from Item 7 of the Initial Schedule
13D.]
The following documents are appended hereto as Exhibits:
Exhibit A Stock Purchase Agreement between the
Issuer and Ford, dated as of August 19, 1986
Exhibit B Stock Exchange Agreement and Plan of
Reorganization among the Issuer, Ford
and MCI, dated as of August 19, 1986
Exhibit C Shareholders Agreement among the Issuer,
certain shareholders of the Issuer and
Ford, dated October 7, 1986
Exhibit D Purchase and Supply Agreement between Ford
and the Issuer, dated October 7, 1986.
* * * *
[The following information is furnished as part of Ford's
Amendment No. 1 to the Initial Schedule 13D and supplements the
information set forth under Item 7 of the Initial Schedule 13D
restated above.]
The following documents are appended to this Amendment No. 1
to the Initial Schedule 13D as Exhibits:
Exhibit E Press Release dated January 13, 1994
<PAGE>
CUSIP No. 300657 10 3 13D Page 9 of 9 Pages
Exhibit F Acknowledgement and Assignment and Assumption
Agreement dated January 11, 1994 between Ford
and the Fund.
* * * *
After reasonable inquiry, and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 20, 1994
/s/John M. Rintamaki
John M. Rintamaki
Secretary
Ford Motor Company
J:\13DFord.w51
<PAGE>
SCHEDULE A
The following table sets forth the name, business or
residential address and present principal occupation or
employment of each director and executive officer of Ford Motor
Company ("Ford"). Directors of Ford are indicated by a single
asterisk. Unless otherwise indicated, the position listed is
with Ford.
Name and Address Present Principal Occupation or Employment
*Alex Trotman Chairman of the Board, President
Ford Motor Company and Chief Executive Officer
The American Road
Dearborn, MI 48121-1899
*Allan D. Gilmour Vice Chairman
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
*Louis R. Ross Vice Chairman and Chief
Ford Motor Company Technical Officer
The American Road
Dearborn, MI 48121-1899
*Stanley A. Seneker Executive Vice President and
Ford Motor Company Chief Financial Officer
The American Road
Dearborn, MI 48121-1899
*Colby H. Chandler Eastman Kodak Company, Retired Chairman
Eastman Kodak Company of the Board and Chief Executive Officer
343 State Street
Rochester, NY 14650-0811
*Michael D. Dingman The General Chemical Group Inc.,
The General Chemical Group, Inc. Chairman of the Board
Liberty Lane
Hampton, NH 03842
*Edsel B. Ford II Vice President (President and
Ford Motor Credit Company Chief Operating Officer, Ford
The American Road Motor Credit Company)
Dearborn, MI 48121
*William Clay Ford Chairman of the Finance Committee
Ford Motor Company
Design Center
21175 Oakwood Boulevard
Dearborn, MI 48123
<PAGE>
Name and Address Present Principal Occupation or Employment
*William Clay Ford, Jr. General Manager, Climate Control Division
General Manager
Climate Control Division
Ford Motor Company
14425 Sheldon Road
Plymouth, MI 48170
*Robert C. Goizueta The Coca-Cola Company, Chairman of the
The Coca-Cola Company Board and Chief Executive Officer
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
*Irvine O. Hockaday, Jr. Hallmark Cards Incorporated, President
Hallmark Cards Incorporated and Chief Executive Officer
2501 McGee
Kansas City, MO 64108
*Drew Lewis Union Pacific Corporation, Chairman
Union Pacific Corporation of the Board and Chief Executive Officer
Martin Tower - 16th Floor
1170 Eighth Avenue
Bethlehem, PA 18018
*Ellen R. Marram The Seagram Beverage Group, President
The Seagram Beverage Group
375 Park Avenue
New York, NY 10152-0192
*Kenneth H. Olsen Digital Equipment Corporation, Retired
Digital Equipment Corporation President and Chief Executive Officer
40 Old Bolton Road
Stow, MA 01775
*Carl E. Reichardt Wells Fargo & Company, Chairman of the
Wells Fargo & Company Board and Chief Executive Officer
420 Montgomery Street
12th Floor
San Francisco, CA 94104
*Clifton R. Wharton, Jr. Teachers Insurance and Annuity
Apartment 21-B Association--College Retirement Equities
870 United Nations Plaza Fund, Retired Chairman of the Board
New York, NY 10017 and Chief Executive Officer
<PAGE>
Name and Address Present Principal Occupation or Employment
W. Wayne Booker Executive Vice President - International
Ford Motor Company Automotive Operations
The American Road
Dearborn, MI 48121-1899
Edward E. Hagenlocker Executive Vice President - North
Ford Motor Company American Automotive Operations
17101 Rotunda Drive
Dearborn, MI 48121
Peter J. Pestillo Executive Vice President - Corporate
Ford Motor Company Relations
The American Road
Dearborn, MI 48121-1899
Kenneth Whipple Executive Vice President (President,
Ford Motor Company Ford Financial Services Group)
The American Road
Dearborn, MI 48121-1899
William E. Odom Group Vice President (Chairman of the
Ford Motor Credit Company Board, Ford Motor Credit Company)
The American Road
Dearborn, MI 48121-1899
Robert L. Rewey Group Vice President - Marketing
Ford Motor Company and Sales Operations
17101 Rotunda Drive
Dearborn, MI 48121
**Albert Caspers Vice President
Ford of Europe Incorporated
Eagle Way, Brentwood
Essex, CM13 3BW, England
Basil J. Coughlan Vice President - North American
Ford Motor Company Marketing Operations and Plans
17101 Rotunda Drive
Dearborn, MI 48121
James D. Donaldson Vice President - General
Ford Motor Company Manager, Truck Operations
20000 Rotunda Drive
Building 1 - Room 3130
Dearborn, MI 48121
____________________
**Citizen of England
<PAGE>
Name and Address Present Principal Occupation or Employment
Norman F. Ehlers Vice President - Purchasing and Supply
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Elliott S. Hall Vice President - Washington Affairs
Ford Motor Company
Washington Staff Office
1350 I Street N.W.
Suite 1000
Washington, D.C. 20005
John A. Hall Vice President - Employee Relations
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Kenneth K. Kohrs Vice President - Car Product Development
Ford Motor Company
17101 Rotunda Drive
Dearborn, MI 48121
John W. Martin, Jr. Vice President - General Counsel
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Oscar B. Marx III Vice President - Automotive Components
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
David N. McCammon Vice President - Finance and Treasurer
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
W. Dale McKeehan Vice President - General Manager,
Ford Motor Company Vehicle Operations
17101 Rotunda Drive
Dearborn, MI 48121
John P. McTague Vice President - Technical Affairs
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Lee R. Miskowski Vice President - General Manager,
Ford Motor Company Lincoln-Mercury Division
300 Renaissance Center
Detroit, MI 48243
<PAGE>
Name and Address Present Principal Occupation or Employment
***Jacques A. Nasser Vice President
Ford of Europe Incorporated
Eagle Way, Brentwood
Essex, CM13 3BW England
**John A. Oldfield Vice President
Ford of Europe Incorporated
R&E Center, Laindon
Basildon, Essex, SS15 6EE, England
Helen O. Petrauskas Vice President - Environmental
Ford Motor Company and Safety Engineering
The American Road
Dearborn, MI 48121-1899
Murray L. Reichenstein Vice President - Controller
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Ross H. Roberts Vice President - General
Ford Motor Company Manager, Ford Division
Suite 3700
300 Renaissance Center
Detroit, MI 48243
David W. Scott Vice President - Public Affairs
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Robert P. Sparvero Vice President - Asia-Pacific
Ford Motor Company Japan Ltd. Automotive Operations
Toranomon 37 Mori Building 6F
5-1, Toranomon 3-chrome
Minato-ku, Tokyo 105, Japan
John J. Telnack Vice President - Corporate Design
Ford Motor Company
Design Center
21175 Oakwood Boulevard
Dearborn, MI 48123
____________________
**Citizen of England
***Citizen of Australia
<PAGE>
Name and Address Present Principal Occupation or Employment
Robert H. Transou Vice President - General Manager,
Ford Motor Company Powertrain Operations
Rouge Office Building
3001 Miller Road
Dearborn, MI 48121
Thomas J. Wagner Vice President - General Manager,
Ford Motor Company Ford Customer Service Division
300 Renaissance Center
Detroit, MI 48243
John M. Rintamaki Secretary
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
J:\13dfmc.w51
<PAGE>
Exhibit E
Automotive Components Group Public Affairs
Ford Motor Company
The American Road
Room 944
Dearborn, MI 48121
Telephone: (313)322-9211
Fax: (313)337-1764
IMMEDIATE RELEASE
Contact: Della DiPietro, Ford (313) 323-8539
Joseph A. Robinson, Excel (219) 264-2131
Bill Schall, Wm. Schall Assoc. (312) 642-1081
FORD TO SELL ITS EQUITY IN EXCEL
ELKHART, Ind., Jan. 13 -- Ford Motor Company (NYSE:F) and
Ford Motor Company Fund plan to sell all their shares of common
stock of Excel Industries, Inc., (ASE:EXC) ending Ford's minority
ownership of the company that designs and manufactures automotive
window systems.
In a joint statement today, Ford and Excel officials said
that the disposition of shares would not impact the customer-
supplier relationship between the two companies.
Ford and Ford Fund, a non-profit charitable organization,
own 2,557,128 shares of Excel common stock, or approximately 24
percent of the total shares outstanding. These shares, which were
acquired in 1986, are expected to be sold in a secondary public
offering. The offering will be made only by means of a
prospectus to be included in a registration statement to be filed
with the U.S. Securities and Exchange Commission.
Oscar B. Marx III, Ford vice president - Automotive
Components Group, said that the disposition is no more than a
redeployment of Ford resources. "Our equity in Excel gave us a
foothold in the new technologies Excel products represented at
the time," Mr. Marx said.
James J. Lohman, chief executive of Excel, said that Ford's
investment in the window and door systems supplier has served
both companies well. "Ford's early acceptance of the advantages
of modular automotive glass helped Excel pioneer a new strategic
niche," Lohman said. "Ford assured Excel a reliable market for
automotive framed glass and growth for the new RIM modular window
technology Excel had developed."
Lohman said that although Ford's investment was beneficial,
its importance is diminished by Excel's current purchase and
supply contracts. Excel now provides OEM or replacement modular
windows for Mazda, Nissan, Chrysler, Mitsubishi and General
Motors, as well as Ford.
Lohman said that the sale of Ford's holding would not dilute
per-share earnings. "Because of the new equity we sold in 1992
and 1993, Ford's original 40 percent ownership has been reduced
to about 24 percent of Excel's outstanding shares. These shares
have been included in the computation of per-share earnings since
1986 and will have no dilutive impact on future results," Excel's
chief executive said.
Excel Industries is the leading independent designer,
manufacturer and supplier of window and door systems to the
combined automobile, light truck and van, bus, heavy truck and
recreational vehicle markets in North America.
# # #
1/13/94
Exhibit F
ACKNOWLEDGEMENT AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ACKNOWLEDGEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT
is dated January 11, 1994 and is entered into between FORD MOTOR
COMPANY, a Delaware corporation ("Ford"), and FORD MOTOR COMPANY
FUND, a Michigan nonprofit corporation (the "Fund").
WHEREAS, Ford and Excel Industries, Inc., an Indiana
corporation ("Excel"), are parties to a Stock Purchase Agreement
dated as of August 19, 1986 (the "Stock Purchase Agreement")
pursuant to which, among other things, Ford acquired 2,557,128
shares of common stock of Excel and Excel granted to Ford certain
demand registration rights for such shares;
WHEREAS, Ford, Excel and certain other persons are parties
to a Shareholders Agreement dated as of October 7, 1986 (the
"Shareholders Agreement") which provides, among other things, for
how Ford's shares of Excel common stock shall be voted on certain
matters and for the grant by Ford to Excel of a right of first
refusal to purchase any such shares that Ford may offer for sale
other than in a public offering;
WHEREAS, contemporaneously herewith Ford is contributing
1,047,201 of shares of common stock of Excel to the Fund (the
"Contributed Shares");
WHEREAS, the parties hereto desire to hereby provide for the
assignment to the Fund of certain rights of Ford in respect of
the Contributed Shares and for the assumption by the Fund of
certain obligations of Ford in respect of such shares; and
WHEREAS, pursuant to a Waiver and Consent Agreement dated as
of January 7, 1994 between Excel and Ford, Excel has consented to
such assignment.
NOW, THEREFORE, in consideration of the premises, and other
good and valuable consideration, the parties hereby agree as
follows:
Section 1. The Fund hereby accepts the contribution from
Ford of the Contributed Shares and hereby acknowledges receipt of
the stock certificates representing such shares, together with
appropriate stock powers.
Section 2. Pursuant to Section 13.10 of the Stock Purchase
Agreement, Ford hereby assigns to the Fund its registration
rights under Section 9 of the Stock Purchase Agreement in respect
of the Contributed Shares, it being understood that Ford shall
retain such registration rights in respect of the shares of Excel
that Ford has retained.
Section 3. The Fund hereby assumes all of Ford's duties and
obligations in respect of the Contributed Shares under the Stock
Purchase Agreement and the Shareholder Agreement (copies of which
have been provided to the Fund).
Section 4. The Fund acknowledges that the Contributed
Shares have not been registered under the Securities Act of 1933
and represents and warrants to and agrees with Ford that it is
accepting the Contributed Shares for its own account and not with
a current view to or for sale in connection with any distribution
of such shares, other than pursuant to an effective registration
statement under the Securities Act of 1933 or an available
exemption from registration thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
FORD MOTOR COMPANY FUND FORD MOTOR COMPANY
By:/s/Frank V. J. Darin By:/s/John M. Rintamaki
Name: Frank V. J. Darin Name: John M. Rintamaki
Title: Vice President Title: Secretary
h:\lg\excel.aa
