FORD MOTOR CO
SC 13E4/A, 1995-12-21
MOTOR VEHICLES & PASSENGER CAR BODIES
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<PAGE>   1
 
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995
    
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
 
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
                                 SCHEDULE 13E-4
 
                         Issuer Tender Offer Statement
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
                               FORD MOTOR COMPANY
                              (Name of the Issuer)
 
                               ------------------
                       FORD MOTOR COMPANY CAPITAL TRUST I
                      (Name of Person(s) Filing Statement)
 
                               ------------------
                 SERIES B DEPOSITARY SHARES, EACH REPRESENTING
           1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
                         (Title of Class of Securities)
                                  345370 40 7
                     (CUSIP Number of Class of Securities)
 
                                J. M. RINTAMAKI
                               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 on Behalf of Person Filing Statement)
 
                               ------------------
                Please Address a Copy of All Communications to:
                               ARBIE R. THALACKER
                              SHEARMAN & STERLING
                               599 LEXINGTON AVE.
                            NEW YORK, NEW YORK 10022
                               ------------------
                                NOVEMBER 3, 1995
     (Date Tender Offer First Published, Sent or Given to Security Holders)
 
   
- --------------------------------------------------------------------------------
    
<PAGE>   2
 
   
                               AMENDMENT NO. 1 TO
    
   
                ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
    
 
   
     This Amendment No. 1 dated December 21, 1995 supplements the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Original Statement") filed with the
Securities and Exchange Commission (the "Commission") on November 3, 1995 by
Ford Motor Company Capital Trust I (the "Trust") in connection with the filing
under the Securities Act of 1933, as amended, of a registration statement on
Form S-4 (the "Registration Statement") regarding an exchange offer (the
"Offer") to holders of Series B Depositary Shares, each representing 1/2,000 of
a share of Series B Cumulative Preferred Stock (the "Depositary Shares") of Ford
Motor Company ("Ford"). A copy of the Prospectus dated November 3, 1995 (the
"Prospectus"), which is contained in the Registration Statement (Registration
Nos. 33-62761 and 33-62761-01) declared effective by the Commission on November
2, 1995, was incorporated by reference in the Original Statement.
    
 
   
     The Offer terminated at 12:00 Midnight, New York City time, on Friday,
December 15, 1995. A total of 25,273,537 Depositary Shares (aggregate
liquidation amount, $631,838,425) were tendered and accepted in the Offer. In
exchange therefor, the Trust issued 25,273,537 of its 9% Trust Originated
Preferred Securities(SM) (TOPrS(SM)) (aggregate liquidation amount,
$631,838,425). Depositary Shares in the amount of 20,326,463 (aggregate
liquidation amount, $508,161,575) were not tendered in the Offer and remain
outstanding.
    
 
                                   SIGNATURE
 
     After due 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: December 21, 1995
    
 
                                        FORD MOTOR COMPANY CAPITAL TRUST I
 
                                        By: Ford Motor Company,
                                           as Sponsor
 
                                           By /s/ J. M. RINTAMAKI
 
                                             -----------------------------------
                                             Name: J. M. Rintamaki
                                             Title:  Secretary
 
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