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
(Address of principal executive offices) (Zip Code)
__________
FORD MOTOR COMPANY DEFERRED COMPENSATION 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
Title of maximum aggregate Amount of
securities to Amount to be offering price offering registration
be registered registered per obligation price** fee
- ------------- ------------ ---------------- ---------- -------------
<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations* $38,300,000 100% $38,300,000 $13,206.99
</TABLE>
* The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
** Estimated solely for the purpose of determining the registration fee.
<PAGE>
FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
______________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Ford Motor Company ("Ford") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for Ford's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of Ford's Common Stock contained in registration
statement no. 2-50792 filed by Ford under the Securities Act of 1933 (the
"1933 Act").
All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. Description of Securities.
The Ford Motor Company Deferred Compensation Plan (the "Plan") is a
nonqualified deferred compensation plan for employees of Ford Motor Company
(the "Company") and its subsidiaries who are eligible for awards under the
Ford Motor Company Supplemental Compensation Plan (the "SC Plan"). Under the
Plan, the Company will provide participants with the opportunity to defer
bonus awards under the SC Plan and/or base salary in accordance with the terms
of the Plan.
Amounts deferred pursuant to the Plan will be credited by book entry to
the participant's deferred compensation account. All such amounts shall be
held in the general funds of the Company and each participant will have the
status of a general unsecured creditor of the Company with respect to his or
her deferred compensation account. The value of a participant's deferred
compensation account will be based on the performance of the investment
options selected by the participant under the Plan for purposes of accounting
(as if the deferred compensation had been so invested) and not for actual
investment. Unless otherwise delegated to the Deferred Compensation
Committee, the Compensation and Option Committee of the Board of Directors of
the Company has the sole discretion to determine the investment options
available under the Plan as the measurement mechanism. A participant may
redesignate amounts credited to his or her deferred compensation account
among the investment options available under the Plan on a daily basis.
The obligations of the Company under the Plan (the "Obligations") will be
unsecured general obligations of the Company to pay in the future the value of
the deferred compensation account adjusted to reflect the performance, whether
positive or negative, of the selected measurement investment options during the
deferral period, in accordance with the terms of the Plan. The Obligations
will rank pari passu with the other unsecured and unsubordinated indebtedness
of the Company from time to time outstanding. Each participant shall elect,
with respect to any particular deferral under the Plan, the year in which
distribution shall be made or distribution upon retirement and the method of
distribution desired with respect to any such deferral election if the
participant elected distribution upon retirement, i.e., in a lump sum payment
or in ten annual installments. Distribution of all or any part of a
participant's deferred compensation account shall be made by the Company on, or
as soon thereafter as practicable, (i) March 15 of the year selected by the
participant for distribution if the participant is an active employee of the
Company on the distribution date, (ii) March 15 following the death or
termination of employment of the participant for reasons other than
retirement, (iii) March 15 following retirement of the participant if the
participant selected distribution upon retirement and a lump sum distribution
was selected, or if the participant selected a particular year for
distribution but retired prior to the year selected, or (iv) March 15 of the
year following retirement of the participant with respect to the first annual
installment and continuing on nine consecutive anniversaries of such date if
ten installments were selected with respect to the particular deferral, all
in accordance with the terms of the Plan.
A participant's interest in his or her deferred compensation account, and
thus his or her right to the Obligations, generally cannot be assigned,
transferred, garnished, pledged or encumbered. The Obligations are not subject
to redemption, in whole or in part, prior to the individual payment dates
specified by each participant, at the option of the Company or through the
operation of a mandatory or optional sinking fund or analogous provision. A
participant may receive a hardship withdrawal prior to the scheduled
distribution date only under exceptional circumstances upon the showing of an
unforeseeable emergency by the participant.
The Company reserves the right to amend, modify or terminate the Plan, or
suspend any of its provisions, at any time and from time to time, except that
no such amendment, modification or termination shall adversely affect the
right of each participant to the amounts credited to or accrued in his or her
deferred compensation account at the time of such amendment, modification or
termination. The foregoing not withstanding, all rights of a participant under
the Plan to receive a distribution of all or any part of his or her deferred
compensation account shall cease on and as of the date on which it has been
determined by the administrators of the Plan that such participant at any time
(whether before or subsequent to termination of such participant's employment)
acted in a manner inimical to the best interests of the Company.
The Obligations are not convertible into securities of the Company. The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has
been appointed having the authority to take action with respect to the
Obligations and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers, or amendments pertaining to the Obligations,
enforcing covenants and taking action upon a default.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents; insurance
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Certificate of Incorporation of Ford includes the following provisions:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. Limitation on Liability of Directors. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the corporation
or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article NINTH to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.
5.2. Effect of any Repeal or Modification of Subsection 5.1. Any repeal or
modification of subsection 5.1 of this Article NINTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. Indemnification and Insurance.
5.3a. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment), against all expense, liability and loss (including
penalties, fines, judgments, attorneys' fees, amounts paid or to be paid in
settlement and excise taxes or penalties imposed on fiduciaries with respect to
(i) employee benefit plans, (ii) charitable organizations or (iii) similar
matters) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer or employee and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person
(other than pursuant to subsection 5.3b of this Article NINTH) only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this subsection 5.3a
of Article NINTH shall be a contract right and shall include the right to be
paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if
the Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this subsection 5.3a of Article
NINTH or otherwise.
5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article NINTH is not paid in
full by the corporation within 60 days after a written claim has been received
by the orporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard
of conduct.
5.3c. Miscellaneous. The provisions of this Section 5.3 of Article NINTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If
any part of this Section 5.3 of Article NINTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3d. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article NINTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3e. Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
5.3f. Indemnification of Agents of the Corporation. The corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification, and rights to be paid by the corporation the
expenses incurred in defending any proceeding in advance of its final
disposition, to any agent of the corporation to the fullest extent of the
provisions of this Section 5.3 of Article NINTH with respect to the
indemnification and advancement of expenses of directors, officers and
employees of the corporation.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities issued or guaranteed
by Ford, the underwriters have agreed to indemnify Ford, each officer and
director of Ford and each person, if any, who controls Ford within the meaning
of the 1933 Act, against certain liabilities, including liabilities under the
1933 Act.
Pursuant to most of Ford's employee benefit plans, including the Deferred
Compensation Plan, the Supplemental Compensation Plan, the Savings and Stock
Investment Plan, the Long-Term Incentive Plans and the Stock Option Plans,
directors, officers and employees of Ford are indemnified against all loss,
cost, liability or expense resulting from any claim, action, suit or proceeding
in which such persons are involved by reason of any action taken or failure to
act under such plans.
Ford is insured for liabilities it may incur pursuant to its Certificate of
Incorporation relating to the indemnification of its directors, officers and
employees. In addition, directors, officers and certain key employees are
insured against certain losses which may arise out of their employment and
which are not recoverable under the indemnification provisions of Ford's
Certificate of Incorporation.
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan.. Filed with
this Registration Statement.
Exhibit 5.1 - Opinion of Thomas J. DeZure, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of William J. Rooney, a Counsel of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. 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 24.1 - Powers of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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
30th day of August, 1995.
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 August 30, 1995
- ----------------------
(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)
Signature Title Date
- ------------------ --------------------- ------------
William Clay Ford, Jr.* Director
- --------------------------
(William Clay Ford, Jr.)
Roberto C. Goizueta* Director
- -------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director
- --------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
- --------------------------
(Marie-Josee Kravis)
Drew Lewis* Director
- --------------------------
(Drew Lewis)
Ellen R. Marram* Director August 30, 1995
- -------------------------
(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)
Signature Title Date
- ---------------- -------------------- ----------
Clifton R. Wharton, Jr.* Director
- -------------------------
(Clifton R. Wharton, Jr.)
Group Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) August 30, 1995
- -------------------
(John M. Devine)
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer)
- -------------------------
(Murray L. Reichenstein)
*By: /s/P. J. Sherry, Jr.
---------------------
(P. J. Sherry, Jr.,
Attorney-in-Fact)
</TABLE>
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
----------------
Exhibit 4.1 Ford Motor Company Deferred Compensation
Plan. Filed with this Registration
Statement.
Exhibit 5.1 Opinion of Thomas J. DeZure, an Assistant
Secretary and Counsel of Ford Motor Company,
with respect to the legality of the
securities being registered hereunder.
Filed with this Registration Statement.
Exhibit 5.2 Opinion of William J. Rooney, a Counsel of
Ford Motor Company, with respect to
compliance requirements of the Employee
Retirement Income Security Act of 1974.
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 24.1 Powers of Attorney authorizing signature.
Filed with this Registration Statement.
Exhibit 24.2 Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed with this Registration
Statement.
H:\tshanley\s-8\def5.doc
<PAGE>
Exhibit 4.1
FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
1. Purpose. This Plan, which shall be known as the "Ford Motor
Company Deferred Compensation Plan" and is hereinafter referred to as the
"Plan", is intended to provide for the deferment of payment of (i) awards of
supplemental compensation under the Ford Motor Company Supplemental
Compensation Plan, (ii) base salary and (iii) incentive awards payable only in
cash under the Ford Motor Company 1990 Long-Term Incentive Plan or any other
incentive compensation plan of the Company.
2. Definitions. As used in the Plan, the following terms shall have
the following meanings, respectively:
(a) The term "Committee" shall mean, unless the context otherwise
requires, the following as they from time to time may be constituted:
(i) The Compensation and Option Committee with respect to
all matters affecting any Section 16 Person.
(ii) The Deferred Compensation Committee with respect to
all matters affecting employees other than Section 16 Persons.
(b) The term "Compensation and Option Committee" shall mean the
Compensation and Option Committee of the Board of Directors of the Company.
(c) The term "Company" when used in the Plan with reference to
employment shall include subsidiaries of the Company.
(d) The term "Deferred Compensation" shall mean compensation
deferred pursuant to paragraph (a), (b), (c) or (d) of Section 5 hereto, and
any interest equivalents, dividend equivalents or other earnings or return on
such amounts determined in accordance with the Plan.
(e) The term "Deferred Compensation Account" with respect to a
participant shall mean the book entry account established by the Company for
such participant with respect to his or her Deferred Compensation.
(f) The term "Deferred Compensation Committee" shall mean the
committee comprised of the Vice President - Employee Relations, the Group Vice
President and Chief Financial Officer and the Vice President - General Counsel
or such other persons as may be designated members of such Committee by the
Compensation and Option Committee.
(g) The term "employee" shall mean any person who is regularly
employed by the Company or a subsidiary at a salary (as distinguished from a
pension, retirement allowance, severance pay, retainer, commission, fee under
a contract or other arrangement, or hourly, piecework or other wage) and is
enrolled on the active employment rolls of the Company or a subsidiary,
including, but without limitation, any employee who also is an officer or
director of the Company or a subsidiary.
(h) The term "Ford Stock" shall mean Ford Common Stock.
(i) The term "Ford Stock Unit" shall mean a unit having a value
based upon Ford Stock.
(j) The term "1990 Plan" shall mean the Ford Motor Company 1990
Long-Term Incentive Plan, as amended.
(k) The term "SC Plan" shall mean the Ford Motor Company
Supplemental Compensation Plan, as amended.
(l) The term "Section 16 Person" shall mean any employee who is
subject to the reporting requirements of Section 16(a) or the liability
provisions of Section 16(b) of the Securities Exchange Act of 1934, as
amended.
(m) The term "SSIP" shall mean the Company's Savings and Stock
Investment Plan for Salaried Employees, as amended.
(n) The term "subsidiary" shall mean any corporation a majority of
the voting stock of which is owned directly or indirectly by the Company.
3. Administration. Except as otherwise herein expressly provided,
the Compensation and Option Committee shall have full power and authority to
construe, interpret and administer the Plan. The Compensation and Option
Committee shall make all decisions relating to matters affecting any Section
16 Person, but may otherwise delegate any of its authority under the Plan.
The Compensation and Option Committee and the Deferred Compensation Committee
each may at any time adopt or terminate, and may from time to time amend,
modify or suspend such rules, regulations, policies and practices as they in
their sole discretion may determine in connection with the administration of,
or the performance of their respective responsibilities under, the Plan.
4. Eligibility of Participants; Amounts Deferrable.
(a) Participating Subsidiaries and Foreign Location Participants.
The Deferred Compensation Committee shall determine the extent to which
subsidiaries and employees at foreign locations may participate in the Plan or
similar plans.
(b) Supplemental Compensation Deferrals. Subject to any
limitations determined under paragraph (a) or paragraph (e) of this Section 4,
employees who receive an award or an installment of an award of supplemental
compensation for 1995 or any subsequent year under the SC Plan are eligible to
defer payment under the Plan from 1% to 100%, in 1% increments, of such amount
net of applicable taxes, but not less than $1,000, provided that such
employees are actively employed by the Company both at the time of the
election to defer and at the time the award or installment would otherwise be
payable in the absence of such deferral.
(c) Base Salary Deferrals. Subject to any limitations determined
under paragraph (a) or paragraph (e) of this Section 4, employees who are
eligible to participate in the SC Plan and who are actively employed by the
Company at the time a salary deferral election is made are eligible to defer
payment of from 1% to 50% of base salary in 1% increments, provided that the
Compensation and Option Committee has determined that base salary deferrals
may be made for the employment period covered by such deferral.
Notwithstanding the foregoing, the Compensation and Option Committee may
impose such additional limitations on eligibility as it deems appropriate in
its sole discretion.
(d) Deferrals of Incentive Compensation. Subject to any
limitations determined under paragraph (a) or paragraph (e) of this Section 4,
employees who are eligible to participate in the SC Plan and who are actively
employed by the Company at the time an election is made to defer payment of an
award payable only in cash under the 1990 Plan or other incentive compensation
plan are eligible to defer payment of from 1% to 100%, in 1% increments, of
such award net of applicable taxes, but not less than $1,000, provided that
(i) the Compensation and Option Committee has determined that deferrals may be
made for such awards and (ii) such employees are actively employed by the
Company both at the time of the election to defer and at the time the award
would otherwise be payable in the absence of such deferral.
(e) Eligibility of Compensation and Option Committee Members. No
person while a member of the Compensation and Option Committee shall be
eligible to participate under the Plan.
5. Deferral Elections.
(a) Supplemental Compensation Deferrals. A participant's decision
to defer payment of supplemental compensation under the Plan must be made
prior to September 30 of the performance year for which the supplemental
compensation is determined.
(b) Base Salary Deferrals. A participant's decision to defer
payment of base salary under the Plan must be made prior to the calendar year
during which the base salary will be earned; provided, however, that such
decision may be made with respect to base salary earned during the first
calendar year that base salary deferrals are permitted under the Plan within
thirty days of implementation of the base salary component of the Plan but
prior to earning any such salary.
(c) Incentive Compensation Deferrals. Subject to the limitations
set forth in Section 4 hereof, the Compensation and Option Committee shall
determine the required timing for participants to make elections to defer
payment of awards payable only in cash under the 1990 Plan or other incentive
compensation plan.
(d) Mandatory Deferrals. The Compensation and Option Committee may
mandatorily defer payment under the Plan of a portion of certain supplemental
compensation awards pursuant to Rule 13 under the SC Plan. The Compensation
and Option Committee may determine the extent to which it may mandatorily
defer payment under the Plan of compensation payable only in cash under the
1990 Plan or other incentive compensation plan.
(e) Deferred Compensation Accounts. Amounts deferred pursuant to
paragraphs (a), (b), (c) or (d) of Section 5 will be credited by book entry to
the participant's Deferred Compensation Account. All such amounts shall be
held in the general funds of the Company. Each participant shall have the
status of an unsecured general creditor of the Company with respect to his or
her Deferred Compensation Account. The participant shall designate the
percentage of the amount elected for deferral to be allocated to each
investment option available under the Plan for purposes of accounting only and
not for actual investment. In addition, with respect to any particular
deferral under the Plan, the participant shall elect (i) the year in which
distribution shall be made or distribution upon retirement and (ii) the method
of distribution desired with respect to any such deferral election if the
participant elected distribution upon retirement, i.e., in a lump sum payment
or in ten annual installments. Notwithstanding the foregoing, any Section 16
Person who elects to defer any or part of his or her compensation under the
Plan based on Ford Stock Units may elect distribution of all Deferred
Compensation applicable to the deferral, notwithstanding any other investment
options selected, only upon retirement. Any distribution schedule of a
participant who becomes a Section 16 Person subsequent to having elected to
defer any compensation under the Plan based on Ford Stock Units shall
automatically be amended, as of the effective date of becoming a Section 16
Person, to provide for distribution upon retirement of all Deferred
Compensation applicable to the particular deferral, notwithstanding any other
investment options selected for the deferral.
6. Investment Options; Methodology; No Ownership Rights.
(a) General. Unless otherwise delegated to the Deferred
Compensation Committee, the Compensation and Option Committee has the sole
discretion to determine the investment options available as the measurement
mechanism for deferrals and redesignations under the Plan, the manner and
extent to which elections may be made, the method of valuing the various
investment options and the Deferred Compensation Accounts and the method of
crediting the Deferred Compensation Accounts with, or making other adjustments
as a result of, dividend equivalents, interest equivalents or other earnings
or return on such Accounts.
(b) Investment Options. Unless otherwise determined by the
Compensation and Option Committee, the investment options available as the
measurement mechanism for deferrals and redesignations under the Plan shall be
some or all of those provided in the Company's SSIP.
(c) Methodology. Unless otherwise determined by the Compensation
and Option Committee, the methodology for valuing the various investment
options and the Deferred Compensation Accounts and for calculating amounts to
be credited or debited or other adjustments to any Deferred Compensation
Account with respect to any investment options shall be the same as that used
under the SSIP.
(d) No Ownership Rights. Investment options available under the
Plan shall be used solely for measuring the value of Deferred Compensation
Accounts and accounting, on a book entry basis, as if the deferred amounts had
been invested in actual investments, but no such investments shall be made on
behalf of participants. Participants shall not have any voting rights or any
other ownership rights with respect to the investment options selected as the
measuring mechanism for their Deferred Compensation Accounts.
7. Redesignation Within a Deferred Compensation Account.
(a) General. Except as otherwise provided in paragraph (f) of this
Section 7, a participant or the beneficiary or legal representative of a
deceased participant, may redesignate amounts credited to a Deferred
Compensation Account among the investments available under the Plan. No
redesignations relating to a particular deferral may occur on or after the
scheduled distribution date for the deferral under the Plan.
(b) Eligible Participants. Except as otherwise provided in
paragraph (f) of this Section 7, active employees and retired participants are
eligible to redesignate.
(c) Permitted Frequency. Redesignations may be made at the same
frequency as transfers may be made under the SSIP.
(d) Amount of Redesignation. Any redesignation relating to a
particular deferral shall be in a specified percentage or dollar amount of the
investment option from which the redesignation is being made.
(e) Timing. Redesignation shall occur on the day the participant's
written redesignation election form or telephonic election is received by the
Company or its agent designated for this purpose; provided, however, that if
such redesignation request is received after 4 p.m. Eastern Time, or on a day
that is not a business day (i.e., a day that either the Company's World
Headquarters offices in Dearborn, Michigan or the principal offices of its
designated agent are not open to the public for business), then such
redesignation shall be effective on the next business day.
(f) Limitations on Redesignations Involving Ford Stock Units.
(i) Material, Nonpublic Information. The Committee in its
sole discretion at any time may rescind a redesignation in or out of Ford
Stock Units if such redesignation was made by a participant who (i) at the
time of the redesignation the Committee believes was in the possession of
material, nonpublic information with respect to the Company and (ii) in the
Committee's estimation benefited from such information by the timing of his or
her redesignation. In the event of a rescission, the participant's Deferred
Compensation Account shall be restored to a status as though such
redesignation had not occurred.
(ii) Section 16 Persons. Section 16 Persons may not
redesignate into or out of Ford Stock Units.
8. Adjustments. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
rights offering or any other change in the corporate structure of the Company
or shares of Ford Stock or units of any other investment option provided
under the Plan, the Compensation and Option Committee shall make such
adjustments, if any, as it may deem appropriate in the number of Ford Stock
Units, shares of Ford Stock represented by Ford Stock Units or shares or units
of other investment options credited to participants' Deferred Compensation
Accounts.
9. Reserve. No debit to the Reserve under the SC Plan shall be made
as a result of credits to a Deferred Compensation Account or distribution of
all or part of such Account under the Plan; provided, however, that all awards
of supplemental compensation made under the SC Plan shall be debited to such
Reserve, notwithstanding any deferrals made under the Plan with respect to any
such awards.
10. Distribution of Deferred Compensation; Financial Hardship.
(a) General. Except as otherwise provided in paragraph (b) of this
Section 10 or in Section 12, or as otherwise determined by the Committee,
distribution of all or any part of a participant's Deferred Compensation
Account shall be made on, or as soon thereafter as practicable, (i) March 15
of the year selected by the participant for distribution with respect to the
particular deferral if the participant is an active employee of the Company on
the distribution date, (ii) March 15 of the year following death or
termination for reasons other than retirement, notwithstanding any prior
selection by the participant of a subsequent year for distribution with
respect to the particular deferral, (iii) March 15 of the year following
retirement if the participant selected distribution upon retirement with
respect to the particular deferral and a lump sum distribution was selected,
or if the participant selected a particular year for distribution with respect
to the particular deferral but retired prior to the year selected, or (iv)
March 15 of the year following retirement with respect to the first annual
instalment and continuing on the applicable number of consecutive
anniversaries of such date if ten annual installments were selected by the
participant with respect to the particular deferral. Unless otherwise
determined by the Committee, a Deferred Compensation Account or part thereof
relating to a particular distribution shall be valued, for purposes of the
distribution, as of March 15 of the year of distribution or as of the next
preceding day for which valuation information is available.
(b) Financial Hardship. At the written request of a participant,
the Committee, in its sole discretion, may authorize the cessation of
deferrals under the Plan by such participant and distribution of all or any
part of the participant's Deferred Compensation Account prior to his or her
scheduled distribution date or dates, or accelerate payment of any installment
payable with respect to Deferred Compensation, upon a showing of unforeseeable
emergency by the participant. For purposes of this paragraph, "unforeseeable
emergency" shall mean severe financial hardship resulting from extraordinary
and unforeseeable circumstances arising as a result of one or more recent
events beyond the control of the participant. In any event, payment shall not
be made to the extent such emergency is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation
of the participant's assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship and (iii) by cessation of
deferrals under the Plan. Withdrawals of amounts because of unforeseeable
emergency shall only be permitted to the extent reasonably necessary to
satisfy the emergency. Examples of what are not considered to be
unforeseeable emergencies include the need to send a participant's child to
college or the desire to purchase a home. The Committee shall determine the
applicable distribution date and the date as of which the amount to be
distributed shall be valued with respect to any financial hardship withdrawal
or distribution made pursuant to this paragraph (b) of this Section 10. Any
participant whose deferrals have ceased under the Plan pursuant to this
paragraph may not elect to recommence deferrals until the next applicable
deferral period. Notwithstanding anything contained herein to the contrary,
financial hardship withdrawals or cessation of deferrals under the Plan
pursuant to this paragraph shall not be available with respect to amounts
deferred in Ford Stock Units by Section 16 Persons.
11. Designation of Beneficiaries and Effect of Death.
(a) Designation of Beneficiaries. A participant may file with the
Company a written designation of a beneficiary or beneficiaries (subject to
such limitations as to the classes and number of beneficiaries and contingent
beneficiaries and such other limitations as the Compensation and Option
Committee from time to time may prescribe) to receive, in the event of the
death of the participant, undistributed amounts of Deferred Compensation that
would have been payable to such participant had he or she been living. A
participant shall be deemed to have designated as beneficiary or beneficiaries
under the Plan the person or persons who receive such participant's life
insurance proceeds under the Company-paid basic Life Insurance Plan unless
such participant shall have assigned such life insurance or shall have filed
with the Company a written designation of a different beneficiary or
beneficiaries under the Plan. A participant may from time to time revoke or
change any such designation of beneficiary and any designation of beneficiary
under the Plan shall be controlling over any testamentary or other
disposition; provided, however, that if the Committee shall be in doubt as to
the right of any such beneficiary to receive any such payment, the same may be
paid to the legal representatives of the participant, in which case the
Company, the Committee and the members thereof shall not be under any further
liability to anyone.
(b) Distribution Upon Death. Subject to the provisions of Section
10 hereof, in the event of the death of any participant prior to distribution
of all or part of such participant's Deferred Compensation Account, the total
value of such participant's entire Deferred Compensation Account shall be
distributed in cash in one lump sum in accordance with paragraph (a) of
Section 10 to any beneficiary or beneficiaries designated or deemed designated
by the participant pursuant to paragraph (a) of this Section 11 who shall
survive such participant (to the extent such designation is effective and
enforceable at the time of such participant's death) or, in the absence of
such designation or such surviving beneficiary, to the legal representative of
such person, at such time (or as soon thereafter as practicable) and otherwise
as if such person were living and had fulfilled all applicable conditions as
to earning out set forth in, or established pursuant to the Plan, provided
such conditions shall have been fulfilled by such person until the time of his
or her death.
12. Effect of Inimical Conduct. Anything contained in the Plan
notwithstanding, all rights of a participant under the Plan to receive
distribution of all or any part of his or her Deferred Compensation Account
shall cease on and as of the date on which it has been determined by the
Committee that such participant at any time (whether before or subsequent to
termination of such participant's employment) acted in a manner inimical to
the best interests of the Company.
13. Limitations. A participant shall not have any interest in any
Deferred Compensation credited to his or her Deferred Compensation Account
until it is distributed in accordance with the Plan. All amounts deferred
under the Plan shall remain the sole property of the Company, subject to the
claims of its general creditors and available for use for whatever purposes
are desired. With respect to Deferred Compensation, a participant shall be
merely a general creditor of the Company and the obligation of the Company
hereunder shall be purely contractual and shall not be funded or secured in
any way. The Plan shall not constitute part of any participant's or
employee's employment contract with the Company or any participating
subsidiary. Participation in the Plan shall not create or imply a right to
continued employment.
14. Annual Statements of Account. Account statements shall be sent
to participants as soon as practicable following the end of each year as to
the balances of their respective Deferred Compensation Accounts as of the end
of the previous calendar year.
15. Withholding of Taxes. The Company shall have the right to
withhold an amount sufficient to satisfy any federal, state or local income
taxes or FICA or medicare taxes that the Company may be required by law to pay
with respect to any Deferred Compensation Account, including withholding
payment from a participant's current compensation.
16. No Assignment of Benefits. No rights or benefits under the Plan
shall, except as otherwise specifically provided by law, be subject to
assignment (except for the designation of beneficiaries pursuant to paragraph
(a) of Section 11), nor shall such rights or benefits be subject to attachment
or legal process for or against a participant or his or her beneficiary or
beneficiaries, as the case may be.
17. Administration Expense. The entire expense of offering and
administering the Plan shall be borne by the Company and its participating
subsidiaries and shall not be charged against the Reserve under the SC Plan.
18. Amendment, Modification, Suspension and Termination of the Plan;
Rescissions and Corrections. The Compensation and Option Committee, at any
time may terminate, and at any time and from time to time, and in any respect,
may amend or modify the Plan or suspend any of its provisions; provided,
however, that no such amendment, modification, suspension or termination
shall, without the consent of a participant, adversely affect such
participant's rights with respect to amounts credited to or accrued in his or
her Deferred Compensation Account. The Committee at any time may rescind or
correct any deferrals or credits to any Deferred Compensation Account made in
error or that jeopardize the intended tax status or legal compliance of the
Plan.
19. Indemnification and Exculpation.
(a) Indemnification. Each person who is or shall have been a
member of the Compensation and Option Committee or a member of the Deferred
Compensation Committee shall be indemnified and held harmless by the Company
against and from any and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may
be or become a party or in which such person may be or become involved by
reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by such person in settlement thereof (with the
Company's written approval) or paid by such person in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment in favor of
the Company based upon a finding of such person's lack of good faith; subject,
however, to the condition that upon the institution of any claim, action, suit
or proceeding against such person, such person shall in writing give the
Company an opportunity, at its own expense, to handle and defend the same
before such person undertakes to handle and defend it on such person's behalf.
The foregoing right of indemnification shall not be exclusive of any other
right to which such person may be entitled as a matter of law or otherwise, or
any power that the Company may have to indemnify or hold such person
harmless.
(b) Exculpation. Each member of the Compensation and Option
Committee and each member of the Deferred Compensation Committee shall be
fully justified in relying or acting in good faith upon any information
furnished in connection with the administration of the Plan or any appropriate
person or persons other than such person. In no event shall any person who is
or shall have been a member of the Compensation and Option Committee or a
member of the Deferred Compensation Committee be held liable for any
determination made or other action taken or any omission to act in reliance
upon any such information, or for any action (including the furnishing of
information) taken or any failure to act, if in good faith.
20. Finality of Determinations. Each determination, interpretation
or other action made or taken pursuant to the provisions of the Plan by the
Compensation and Option Committee or the Deferred Compensation Committee shall
be final and shall be binding and conclusive for all purposes and upon all
persons, including, but without limitation thereto, the Company, its
stockholders, the Compensation and Option Committee and each of the members
thereof, the Deferred Compensation Committee and each of the members thereof,
and the directors, officers, and employees of the Company, the Plan
participants, and their respective successors in interest.
21. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Michigan.
S:/djc4.doc
<PAGE>
Exhibit 5.1
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
August 30, 1995
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 the obligations of the Company under the Company's
Deferred Compensation Plan (the "Plan") to pay in the future the value of
the deferred compensation accounts, as defined in the Plan, adjusted to
reflect the performance, whether positive or negative, of the selected
measurement investment options during the deferral period, in accordance
with the terms of the Plan (the "Obligations").
As an Assistant Secretary and 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 actions 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 Obligations being registered under the
Registration Statement, and all such Obligations issued 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.
I hereby consent to the use of this opinion as Exhibit 5.1 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 Counsel
S:\tshanley\opinion\djc3.doc
<PAGE>
Exhibit 5.2
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
August 30, 1995
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"), relating to the Company's Deferred Compensation Plan (the "Plan").
As a Counsel of the Company, I am familiar with the affairs of the
Company, including the action taken by the Company in connection with the
Plan. I have examined, or caused to be examined, the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
the provisions of the Plan. I also have examined or caused to be
examined such other documents and instruments and have made such further
investigation as I have deemed appropriate in connection with this
opinion.
Based upon the foregoing, it is my opinion that in general the Plan
is exempt from ERISA's requirements. However, to the extent a limited
statement to the United States Department of Labor (the "DOL") is
required to meet the reporting and disclosure requirements under ERISA
regulations, that statement has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.2 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/William J. Rooney
William J. Rooney
Counsel
S:\tshanley\opinion\djc2.doc
<PAGE>
Exhibit 15
Coopers
& Lybrand L.L.P.
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 19, 1995 and July 19,
1995 accompanying the unaudited interim financial information of
Ford Motor Company and Subsidiaries for the periods ended March
31, 1995 and 1994, and for the periods ended June 30, 1995 and
1994, and included in the Ford Motor Company Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995,
respectively, 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
August 28, 1995
<PAGE>
Exhibit 23
Coopers
& Lybrand L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration
Statement of our report dated January 27, 1995 on our audits of
the consolidated financial statements of Ford Motor Company at
December 31, 1994 and 1993, and for the years ended December 31,
1994, 1993 and 1992, which report is included in, or incorporated
by reference in, Ford's 1994 Annual Report on Form 10-K.
/Coopers & Lybrand L.L.P.>
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
August 28, 1995
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS COVERING SECURITIES, GUARANTEES AND
LEASE SECURITIES ISSUED BY FORD MOTOR COMPANY
---------------------------------------------
Each of the undersigned, a director or officer of FORD MOTOR
COMPANY (the "Company"), appoints each of J. M. Devine, D. N.
McCammon, M. S. Macdonald, J. W. Martin, Jr., J. M. Rintamaki, L.
J. Ghilardi and P. J. Sherry, Jr., his or her true and lawful
attorney and agent to do any and all acts and things and execute
any and all instruments which the attorney and agent may deem
necessary or advisable in order to enable the Company to comply
with the Securities Act of 1933 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 thereto
relating to the issuance and sale of the above-captioned
Securities, Guarantees and Lease Securities, as authorized at a
meeting of the Board of Directors of the Company held on April
13, 1995, including but not limited to, power and authority to
sign his or her name (whether on behalf of the Company, or
otherwise) to such Registration Statement or Registration
Statements and any amendments thereto, or any of the exhibits,
financial statements and schedules, or the Prospectuses, filed
therewith, and to file them with the Commission. Each of the
undersigned ratifies and confirms all that any of the attorneys
and agents shall do or cause to be done by virtue hereof. Any
one of the attorneys and agents shall have, and may exercise, all
the powers conferred by this instrument.
Each of the undersigned has signed his or her name as of the
13th day of April, 1995.
/s/ Alex Trotman /s/ Colby H. Chandler
(Alex Trotman) (Colby H. Chandler)
/s/ Michael D. Dingman /s/ Edsel B. Ford II
(Michael D. Dingman) (Edsel B. Ford II)
/s/ William Clay Ford /s/ William Clay Ford, Jr.
(William Clay Ford) (William Clay Ford, Jr.)
/s/ Roberto C. Goizueta /s/ Irvine O. Hockaday, Jr.
(Roberto C. Goizueta) (Irvine O. Hockaday, Jr.)
/s/ Marie-Josee Kravis /s/ Drew Lewis
(Marie-Josee Kravis) (Drew Lewis)
/s/ Ellen R. Marram /s/ Kenneth H. Olsen
(Ellen R. Marram) (Kenneth H. Olsen)
/s/ Carl E. Reichardt /s/ Louis R. Ross
(Carl E. Reichardt) (Louis R. Ross)
/s/ Clifton R. Wharton, Jr. /s/ John M. Devine
(Clifton R. Wharton, Jr.) (John M. Devine)
/s/ Murray L. Reichenstein
(Murray L. Reichenstein)
<PAGE>
Exhibit 24.2
FORD MOTOR COMPANY
Certificate of an Assistant Secretary
-------------------------------------
The undersigned, T. J. DeZure, an Assistant Secretary of
Ford Motor Company, a Delaware corporation (the "Company"),
DOES HEREBY CERTIFY that attached hereto are true and correct
copies of resolutions adopted by the Board of Directors of the
Company at a meeting duly called and held on April 13, 1995,
and the same are in full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 30th day
of August, 1995.
/s/ T. J. DeZure
T. J. DeZure
Assistant Secretary
(Corporate Seal)
s:\tshanley\opinion\djc4.doc
Attachment
Resolutions adopted by the Board
of Directors of Ford Motor Company
at a Meeting Held on April 13, 1995
-----------------------------------
RESOLVED, That the proposals described in the
communication dated April 13, 1995, signed by J. M. Devine and
addressed to the members of the Board of Directors, entitled
"1995 Annual Report on Financing Plans and Investments",
presented to and discussed at this meeting, be and hereby are
approved.
RESOLUTIONS RELATING TO ISSUANCE OF DEBT SECURITIES
Public Offerings
- ----------------
RESOLVED, That the Company be and hereby is authorized to
register with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as
amended (the "Act"), debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies,
consisting of notes, debentures, warrants, guarantees or other
securities, or any combination thereof ("Securities"), in an
aggregate principal amount not to exceed U.S. $1,000,000,000 or
the equivalent thereof.
RESOLVED, That the Company be and hereby is authorized to
issue and sell, in one or more public offerings in an aggregate
principal amount not to exceed U.S. $1,000,000,000 or the
equivalent thereof, Securities, with such maturity dates, in
such relative principal amounts, in such currencies, at such
interest rates (either on a fixed or floating basis) or
original issue discounts, as applicable, and upon such
additional terms and conditions (including, without limitation,
provisions for subordination) as may be fixed by the Chairman
of the Board of Directors, President and Chief Executive
Officer, the Group Vice President and Chief Financial Officer,
the Vice President - Finance or the Treasurer, and that each
such officer be and hereby is authorized to determine the terms
of the Securities, including, without limitation, the
respective maturity dates, the relative principal amounts, the
respective currencies, the stated rates of interest (either on
a fixed or floating basis) to be borne by, or the original
issue discounts applicable to, the Securities, any provisions
for subordination of the Securities, any provisions for
conversion of the Securities into other Securities or into
securities of one or more affiliates of the Company, the terms
and the price or prices for any prepayment or redemption of the
Securities pursuant to a sinking fund or otherwise, and the
purchase prices to be paid by any underwriters or any firm,
institution, partnership or other person purchasing the
Securities.
RESOLVED, That the preparation by the Company of one or
more Registration Statements on Form S-3 or such other form as
may be appropriate covering the Securities, including
prospectuses, exhibits and other documents, to be filed with
the Commission for the purpose of registering the offer and
sale of the Securities, be and it hereby is in all respects
approved; that the directors and appropriate officers of the
Company, and each of them, 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 such
Registration Statement, with such changes, if any, therein,
including amendments to the prospectus and the addition or
amendment of 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 any such Registration Statement, so executed, to be filed
with the Commission; and, prior to the effective date of any
such Registration Statement and if the Vice President - General
Counsel or the Secretary deems it advisable, the appropriate
officers of the Company are directed to use their best efforts
to furnish each director and each officer signing such
Registration Statement with a copy of such Registration
Statement, and if, prior to the effective date of any such
Registration Statement, material changes therein or material
additions thereto are proposed to be made, other than changes
and additions of a type authorized under these resolutions to
be approved by officers of the Company as provided in the
immediately preceding resolution, and if the Vice President -
General Counsel or the Secretary deems it advisable, the
appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing
any such Registration Statement, with a copy of such
Registration Statement and each amendment thereto as filed with
the Commission, or a description of such changes or additions,
or a combination thereof, in as complete and final form as
practicable and in sufficient time to permit each director and
each such officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of
the Company, and each of them, 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
amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus
and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection
therewith, all in such form, with such changes, if any,
therein, 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 amendment or amendments, so executed, to be filed
with the Commission; and if, prior to the effective date of
each such post-effective amendment, material changes or
material additions are proposed to be made in or to any such
Registration Statement or any amendment thereto in the form in
which it most recently became effective, other than changes and
additions of a type authorized under these resolutions to be
approved by officers of the Company, and if the Vice President
- - General Counsel or the Secretary deems it advisable, the
appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing
such post-effective amendment, with a copy of such post-
effective amendment or a description of all material changes or
additions therein, or a combination thereof, in as complete and
final form as practicable and in sufficient time to permit each
director and each such officer so desiring to object to any
part of such post-effective amendment before it becomes
effective.
RESOLVED, That each officer and director who may be
required to sign and execute any such Registration Statement or
any amendment thereto or 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 J. M. Devine, D. N.
McCammon, M. S. Macdonald, J. W. Martin, Jr., J. M. Rintamaki,
L. J. Ghilardi and P. J. Sherry, Jr., 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 such Registration Statement and any and all amendments
(including post-effective 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 which such attorneys, or any of them, may
deem necessary, appropriate or desirable to be done in
connection therewith as fully and to all intents and purposes
as such officers or directors might or could do in person.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, the Vice Chairman and
Chief Technical Officer, any Executive Vice President, any
Group 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 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, register or qualify the
Securities for issuance and sale or to request an exemption
from registration of the 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 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 registrations in effect for as long as such persons, or
any of them, may deem to be in the best interests of the
Company.
