Registration No. 33-
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed
Proposed maximum
maximum aggregate
Title of securities Amount to be offering price offering Amount of
to be registered registered per share* price* registration fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000
$1.00 par value shares $27.1875 $2,718,750 $937.50
==================================================================================
</TABLE>
* Based on the market price of Common Stock of the Company
on April 24, 1995, in accordance with Rule 457(c) under the
Securities Act of 1933.
<PAGE>
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
______________________
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 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.
-2-
<PAGE>
(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 such 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.
-3-
<PAGE>
(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,
-4-
<PAGE>
(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-
<PAGE>
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 corporation,
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.
-6-
<PAGE>
Pursuant to most of Ford's employee benefit plans including
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 - Description of Primus Automotive Financial
Services, Inc. Prime Account. Filed with this
Registration Statement.
Exhibit 4.2 - Adoption Agreement effective as of January 1,
1995 between Primus Automotive Financial Services,
Inc. and Comerica Bank, as Trustee. 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 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed
as Exhibit 24.1 to Registration Statement No.
33-58785 and incorporated herein by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 24.2 to Registration
Statement No. 33-58785 and incorporated herein
by reference.
-7-
<PAGE>
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.
-8-
<PAGE>
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on this
27th day of April, 1995.
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT
By:/s/Dennis T. Delaney, Committee Member
Primus Automotive Financial Services, Inc.
Prime Account Committee
-9-
<PAGE>
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on
this 27th day of April, 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 April 27, 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)
<PAGE>
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 April 27, 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)
<PAGE>
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)
- -----------------------------
(John M. Devine) April 27, 1995
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer)
- -----------------------------
(Murray L. Reichenstein)
*By: /s/K. S. Lamping
-------------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
Exhibit 4.1 Description of Primus Automotive Financial
Services, Inc. Prime Account. Filed with this
Registration Statement.
Exhibit 4.2 Adoption Agreement effective as of January 1, 1995
between Primus Automotive Financial Services, Inc.
and Comerica Bank, as Trustee. 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 23 Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.1 Powers of Attorney authorizing signature. Filed as
Exhibit 24.1 to Registration Statement No. 33-
58785 and incorporated herein by reference.
Exhibit 24.2 Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 24.2 to Registration
Statement No. 33-58785 and incorporated herein by
reference.
H:\tshanley\s-8\primus
Exhibit 4.1
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
April 30, 1995
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT
This document is intended to satisfy the summary plan description
requirements under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), for the Primus Automotive Financial
Services, Inc. Prime Account (the "Plan") and to serve as a
prospectus pursuant to certain requirements of the Securities and
Exchange Commission.
This prospectus covers shares of Ford Motor Company ("Ford")
Common Stock being offered on the basis set forth herein to
eligible participants under the Plan sponsored by Primus
Automotive Financial Services, Inc. (the "Company"). Plan
participants will be entitled to invest their own contributions
and Company matching contributions in several different
investment funds, including: the Ford Stock Fund, the Core
Equity Fund, the 500 Index Fund, the Intermediate Bond Fund and
the Short-Term U.S. Government Securities Fund.
General Plan Information
The Plan, which is maintained on a calendar year basis, was
established effective April 1, 1992, to assist eligible employees
in saving for their retirement. The trustee of the trust related
to the Plan is Comerica Bank. The Plan includes a retirement
savings section under which employee contributions (pre-tax) may
be matched by the Company. Although it has not expressed any
intention to do so, the Plan Committee (the "Committee"),
appointed by the Company and which serves as the Plan
administrator, has the authority to terminate the Plan at any
time. In the event of Plan termination, the Committee will
direct the trustee to distribute the assets of the Plan to the
participants, former participants, and beneficiaries in
accordance with their interests under the Plan. In the event of
termination, all participant accounts become fully vested. The
Committee also has the right to amend the Plan; however, in no
event will an amendment reduce the interest in the Plan of any
participant. The duties and responsibilities of the Committee
include, but are not limited to the following: the right to
appoint accountants, consultants, counsel, etc. as deemed
necessary to administer the Plan, the right to determine benefits
and resolve questions, and the right to settle any claims against
the Plan.
In order to obtain more information about the Plan and its
administrators, participants may call (615) 665-7939 or write to
the Committee, Primus Automotive Financial Services, Inc., One
Burton Hills Boulevard, Suite 350, P.O. Box 150395, Nashville,
Tennessee 37215.
-1-
<PAGE>
ERISA
The Plan is a defined contribution plan described in Section
3(34) of ERISA. As such, the Plan is subject to the applicable
provisions of Part 1 (Reporting and Disclosure), Part 2
(Participation and Vesting), Part 4 (Fiduciary Responsibility)
and Part 5 (Administration and Enforcement) of Subtitle B of
Title 1 of ERISA. The Plan is neither subject to Part 3 (Funding)
of Subtitle B of Title 1 of ERISA nor subject to any of the
provisions in Title IV (Pension Benefit Guaranty Corporation Plan
Termination Insurance) of ERISA, because those portions of ERISA
pertain to defined benefit plans described in Section 3(35) of
ERISA. Because the Plan is not subject to Title IV of ERISA,
there is no PBGC insurance for the Plan.
Employees Who May Participate in the Plan
A full-time employee becomes eligible to participate in the
retirement savings section of the Plan (the pre-tax and company
matching contributions) on the first day of the quarter that
follows the completion of twelve (12) months of service provided
such employee has completed at least 1,000 hours of service for
the Company during such one year period. Eligibility to
contribute to the Plan is suspended during an unpaid leave of
absence and during the one year period following a hardship
withdrawal.
Employees Who May Not Participate in the Plan
Certain employees are not eligible to participate in the Plan,
even if they satisfy the above eligibility requirements.
Employees are not able to participate if they fall into one of
the following categories: (i) members of collective bargaining
units, unless the agreement makes the Plan available to the unit,
(ii) leased employees (employees of outside contractors
performing work for Primus).
Contributing to the Retirement Savings Section of the Plan
Generally, ERISA states that participants may contribute the
lesser of $30,000 or 25% of their annual compensation to the
Plan; this includes all contributions made by the employee and
the company. All participant contributions must be in multiples
of 1% and must be made through payroll deductions. Participants
may defer up to 11% in pre-tax contributions and may not exceed
25% of annual compensation which includes: a participant's base
pay, overtime and incentive compensation.
Federal law provides that the maximum amount of annual
compensation that may be used for determining participant
contributions under the Plan is $150,000, adjusted annually by
the Internal Revenue Service ("IRS") to reflect cost of living
increases.
-2-
<PAGE>
How to Contribute
In order to contribute to the retirement savings section of the
Plan, participants must complete an Enrollment Form and return it
to Compensation / Benefits Planning and Personnel Services
Department ("Compensation / Benefits Planning and Personnel
Services Department") in Nashville. Participants indicate on the
form the percentage of their annual compensation they wish to
contribute. Payroll deductions begin as soon as administratively
feasible after the form is received by Compensation / Benefits
Planning and Personnel Services Department. Participants may
change the amount they are contributing effective the first day
of a Plan Year quarter. The change will be made as soon as
administratively feasible after the form is received.
If a participant wishes to suspend contributions completely,
(except for hardship) the Plan requires that contributions remain
suspended for a period of at least one month. Payroll deductions
will stop as soon as administratively feasible after the form is
received by Compensation / Benefits Planning and Personnel
Services Department. After one quarter, the participant may
resume contributions effective the first day of a Plan Year
quarter by submitting a contribution change form.
Pre-tax Contributions
Pre-tax contributions are made to the retirement savings section
of the Plan by the Company on behalf of a participant pursuant to
a participant's salary reduction agreement. Generally,
participants may contribute up to 11% of their annual
compensation on a pre-tax basis. However, there are some
additional limitations:
Federal law limits participant contributions on a pre-tax
basis to $9,240 per year, adjusted annually by the IRS to
reflect cost of living increases. The annual limit was
$8,475 for 1991, $8,728 for 1992, $8,994 for 1993, $9,240
for 1994 and remains unchanged at $9,240 for 1995.
Each year the Plan must pass certain nondiscrimination tests
imposed by the IRS concerning the total participant
contributions to the Plan on a pre-tax basis. In order to
pass these tests, highly compensated employees (generally,
those earning over $60,535 in 1991, over $62,345 in 1992,
over $64,245 in 1993, over $66,000 in 1994 and remains
unchanged at $66,000 for 1995) are limited in the percentage
they are permitted to contribute to the Plan.
The Plan provides participants with various investment choices in
which they may invest their pre-tax contributions. These choices
under "Investment Funds" are described below.
-3-
<PAGE>
Rollover Contributions
The Plan accepts rollovers from prior employers' qualified plans,
provided such amounts are eligible for rollover treatment under
Federal law. The prior employer or prior plan administrator must
verify in writing to the Committee that the distribution is
eligible for favorable tax treatment and must provide
documentation that the prior plan was qualified. Also, the
rollover must be completed within 60 days from receipt of the
distribution. An individual may also accomplish a rollover to the
Plan by making a "direct rollover" from a prior employer's
qualified plan. A "direct rollover" is a direct transfer of
benefits from one plan to another, in which the individual does
not have the benefits in his or her direct possession. Rollover
contributions, if any, are not matched and will be invested in
accordance with the participant's election on the rollover
authorization form, or if no election is made, in the same manner
as the participant's current retirement savings contributions.
When you are entitled to receive a distribution of benefits from
the Plan, there are several special tax rules that you will need
to consider. These rules are briefly discussed below and will be
set forth in detail in a Special Tax Notice Regarding Plan
Payments that you will be given prior to the date on which you
decide how to receive your benefits from the Plan. If your
payment from the Plan is an "eligible rollover distribution,"
then you must decide whether to have it paid directly to you or
directly rolled over to another qualified plan or an individual
retirement account ("IRA"). Generally, all distributions to you
from the Plan will be "eligible rollover distributions," except
the following:
Non-taxable payments. In general, only the "taxable
portion" of your Plan distribution is an eligible rollover
distribution. Post-tax contributions to the Plan will be
non-taxable when they are paid to you, and they cannot be
rolled over. Note, however, that any earnings' on post-tax
contributions would be taxable when distributed to you and,
thus, would be treated as eligible rollover distributions.
Payments spread over long periods. You cannot roll over a
payment if it is part of a series of equal (or almost equal)
payments that are made at least once a year and that will
last for your lifetime (or your life expectancy), or your
lifetime and your beneficiary's lifetime (or life
expectancies), or a period of ten years or more.
Required Minimum Payments. Beginning in the year in which
you reach age 70.5, a certain portion of your payment cannot
be rolled over because it is a "required minimum payment"
that must be paid to you.
With regard to your eligible rollover distribution, the tax
consequences to you will differ depending on whether you elect a
direct rollover or a payment directly to you. If you elect a
direct rollover, your payment will not be taxed in the current
year and no income tax will be withheld. Also, your payment will
be made directly to the IRA or qualified employer plan that you
specify. Your payment will be taxed at a later time when you
take it out of the IRA or the qualified employer plan.
-4-
<PAGE>
If, on the other hand, you choose to have your Plan benefits paid
directly to you, you will receive only 80% of the payment because
the Plan administrator is required to withhold 20% of the payment
and send it to the IRS as income tax withholding to be credited
against your taxes. Your payment will be taxed in the current
year unless you decide to roll it over to an IRA or another
qualified employer plan on your own. You may be able to use
special tax rules (namely, five-year or ten-year averaging or
capital gain treatment) that could reduce the amount of tax you
owe. However, if you receive the payment before age 59.5, you may
also have to pay an additional 10% tax. You can roll over the
payment by contributing it to your IRA or to another qualified
employer plan that accepts your rollover within 60 days of
receiving the payment. The amount rolled over generally will not
be taxed until you take it out of the IRA or the qualified
employer plan. If you want to roll over 100% of the payment to
an IRA or a qualified employer plan, you must find other money to
replace the 20% that was withheld. If you roll over only the 80%
that you receive, you will be taxed on the 20% that was withheld
and that is not rolled over.
There is a special rule for a payment from the Plan that includes
a distribution of Ford Common Stock (see discussion below of Ford
Stock Fund). If you qualify for this special rule, you may have
the option of not paying tax on the "net unrealized appreciation"
of the stock until you sell the stock. Net unrealized
appreciation generally is the increase in the value of the
employer stock while it was held by the Plan. For example, if
shares in the Ford Stock fund were contributed to your Plan
account when the stock was worth $l,000 but the stock was worth
$1,200 when you received it, you would not have to pay tax on the
$200 increase in the value until you later sold the stock. To
qualify for this special rule regarding employer stock, you must
receive, within one year, a lump sum distribution of your entire
balance under the Plan (and other similar plans of the Company)
that is payable to you because you have reached age 59.5 or have
separated from service with the Company. You may also qualify
for this special rule if the Ford Common Stock included in the
payment to you is attributable to post-tax contributions you made
under the Plan.
Company Matching Contributions
The Company, at its discretion, may match the first 2% of a
participant's pre-tax contributions at the rate of 100% and the
next 4% of a participant's pre-tax contributions at the rate of
50%. Matching contributions, if any, are made at the same time
as the participant's contributions and may be invested in a
choice of four investment funds and Ford Stock described below.
Investment Funds
The Plan provides a choice of four investment funds currently
managed by Comerica Bank. Prospectuses or other information for
these funds may be obtained by contacting Compensation / Benefits
Planning and Personnel Services Department in Nashville.
Investment returns for the investment funds available under the
Plan are shown in the attached appendix. This appendix shall be
updated annually. All participant contributions are invested
according to their enrollment investment elections. Company
contributions are invested consistent with a participant's
elections. When participants originally enroll in the Plan they
are sent information describing this procedure. Participants may
change their investments as of the first day of each Plan Year
quarter. Contributions under the Plan may be invested in
multiples of 1% of the participant's pre-tax annual compensation,
with a minimum investment of 5% of the participant's
contributions allocated to any individual fund available under
the Plan.
-5-
<PAGE>
The price at which an individual has funds invested or divested
from a particular investment fund is determined based on the unit
price of the fund on the last day of the quarter following the
request to transfer into or out of the fund. The value of a unit
of a particular fund is generally determined by the dividends
paid on shares of stock held by the fund, gains or losses
realized on sales of stock held by the fund, appreciation or
depreciation in the market price of stock held by the fund, and
interest on other investments held by the fund.
Ford Stock Fund
The fund consists of shares of the Common Stock, $1.00 par value,
of Ford Motor Company ("Ford"). The value of the fund will rise
or fall depending upon the stock's performance in the market.
Ford stock is subject to economic factors, the stock market in
general, and factors affecting Ford Motor Company in particular.
The trustee may purchase the shares of Ford stock for this
investment fund directly from Ford; it may also purchase any
needed shares on the open market. In the event the trustee
purchases Ford stock directly from Ford, the purchase price shall
be the average of the high and low prices of a share of Ford
Common Stock on the trading day (which shall mean a day on which
the stock is traded on the New York Stock Exchange) designated by
the Trustee as the purchase date as reported in The Wall Street
Journal under the heading "New York Stock Exchange Composite
Transactions," or, if there are no trades on the purchase date,
the average of such prices on the preceding trading day. Sales
of shares of Ford stock will be made on the open market. Under
the trust agreement with the trustee, the trustee has authorized
Abel/Noser Corporation to provide brokerage services in
connection with any purchases or sales of shares of Ford stock on
the open market.
Your proportionate interest in all shares of Ford Common Stock
held by this fund will be voted by the Trustee in accordance with
such instructions as you may give to the Trustee pursuant to the
provisions of the Plan. In the absence of such instructions such
shares will be voted by the Trustee proportionately in the same
manner as it votes the aggregate of all shares as to which
instructions are received from other Plan members. Tendering of
Ford stock held by the fund in response to a tender offer shall
be passed through to participants. A tender offer is generally
an offer to buy shares of stock by a company made directly to the
stockholders of another company. Participants may elect to
receive the portion of their account invested in the Ford Stock
Fund in the form of stock certificates when they are eligible for
a distribution from the Plan. The market value of the Fund will
increase or decrease with the current market value of Ford Common
Stock as traded on various stock exchanges.
-6-
<PAGE>
Short-Term Fund U.S. Government Securities Fund
The Short-Term U.S. Government Securities Fund seeks to provide
as high a level of current interest income as is consistent with
maintaining liquidity and stability of principal. This Fund may
be an appropriate retirement investment for participants who are
looking for basic preservation of capital with a low risk level.
Intermediate Bond Fund
The Intermediate Bond Fund seeks a competitive rate of return
which, over time, exceeds the rate of inflation and the rate
provided by money market investments. The Intermediate Bond Fund
has an intermediate term weighted average maturity that ranges
from three to seven years. The Fund's investment philosophy is
based on a total rate of return approach emphasizing high quality
and active trading.
500 Index Fund
The 500 Index Fund seeks to participate in the long-term growth
of the stock market by generating total returns that track the
total returns of the S&P 500 Index. The 500 Index Fund is
benchmarked to the S&P 500 Index. The Fund holds all of the 500
stocks in the S&P 500 universe. In addition to the S&P 500
stocks, the Fund purchases S&P 500 Index futures to reduce the
impact of cash holdings on fund performance and to provide
liquidity and flexibility to the management of the Fund. This
Fund may be appropriate for the more aggressive investor seeking
capital gains.
Core Equity Fund
The Core Equity Fund's objectives are to participant in the long-
term capital appreciation of the stock market and to maintain
growing stream of income. The Fund invests in the common stocks
of high quality companies with consistent and superior earnings
per share growth.
Account Statements
Comerica Bank, the present trustee under the Plan, provides
participants with printed statements of their accounts
approximately 45 days after the close of each calendar quarter.
Vesting
Participants become vested in the value of all Company
contributions and earnings on those contributions based upon the
number of years of vesting service of a participant. Company
contributions are based on the pre-tax employee contributions of
the participant and the earnings on those contributions.
-7-
<PAGE>
The Company matching contributions vest according to the
following schedule:
Years of Vesting Service Vesting Percentage
------------------------ ------------------
1 year 20%
2 years 50%
3 years 100%
Participants who leave the Company prior to completing three
years of vesting service will be treated as fully vested in the
Company's contributions if one of the following occurs:
The participant becomes permanently and totally disabled and
qualifies for benefits under the Long-Term Disability Plan.
The participant dies while employed by the Company.
Generally, vesting service is measured from the starting date of
employment until the date the employee leaves the Company.
Fractional years are not counted in determining vesting service.
If an employee terminates employment with the Company and later
rejoins the Company, all service before and after the period of
absence will be added together. If a former participant is
rehired within 12 months after the date he/she terminated
employment, he/she will also be given credit for vesting service
during the period of absence.
Forfeitures of Non-Vested Amounts
If participants terminate employment before they are fully
vested, they will forfeit their right to any non-vested balance
of the Company contributions.
However, if they are re-employed before incurring a "five year
break in service" and have not received a distribution of their
vested account balance, the amount previously forfeited will be
credited to their account. If participants are reemployed before
incurring a five year break in service and received a
distribution of their vested account balances, they may "buy
back" the non-vested balance within five years of reemployment.
More information regarding the "buy back" process may be obtained
from Compensation / Benefits Planning and Personnel Services
Department in Nashville.
For these purposes, a "five year break in service" consists of
five consecutive 12-month periods beginning on the date an
employee terminates employment with the Company. Certain
approved leaves of absence will not cause a break in service
period to begin unless the participant does not return when the
approved leave is over.
-8-
<PAGE>
Withdrawals While Employed
The Plan allows you to make withdrawals from your Prime Account
with restrictions. Withdrawal rules vary depending on the type
of assets involved, your age, and other factors. If you withdraw
Elective Deferral Account assets and are not partially vested,
you will forfeit the related Participating Employer Contribution
account assets.
Company Matching Contribution Account
You may withdraw all or a portion of your Company Matching assets
that are vested effective at the end of any quarter, but active
employees may withdraw Company Matching assets only after they
have been in the Plan for two full years from the time the
contributions were made.
Elective Deferral Account
You may withdraw all or a portion of your Elective Deferral
Account assets anytime after you reach the age of 59.5 or
terminate employment or have an approved financial hardship.
The requirements for a financial hardship are:
You must have an immediate and heavy financial need.
The distribution must be necessary to satisfy such financial
need.
The amount of hardship withdrawal cannot be in excess of the
heavy financial need.
The following expenses are deemed to constitute immediate and
heavy financial needs:
Deductible medical expenses incurred by you, your spouse, or
any of your dependents.
The purchase (excluding mortgage payments) of your principal
residence.
Tuition for the next semester or quarter of post secondary
education for you, your spouse, children or dependents.
The payment of amounts necessary to prevent your eviction from
your principal residence, or foreclosure on the mortgage of
your principal residence.
Hardship withdrawals are limited to the value of your Elective
Deferral Account contributions made after December 31, 1988 but
not earnings on these contributions.
If your hardship is approved, you will be prohibited from making
Elective Deferral Account (pre-tax) contributions to the Plans of
the Company for 12 months, through payroll deduction or any other
type of compensation. Payroll deductions will be restarted 12
months later if you re-enroll in the Plan.
-9-
<PAGE>
If you're considering a hardship withdrawal, contact Compensation/
Benefits Planning and Personnel Services Department for more
information.
Benefits Paid Upon Termination
Generally, any distribution of pre-tax contributions of a
participant, Company contributions or earnings credited to your
account will be subject to income tax. In addition, as a general
rule, any distribution after termination of employment of taxable
amounts that are made before age 59.5 will be subject to an
additional penalty tax of 10% unless rolled over into an IRA or
another qualified plan. For these reasons, participants are
encouraged to consult their tax advisor about the tax impact of a
distribution. The discussion above under the section entitled
Rollover Contributions is also relevant here.
If you seperate from employment before your retirement, death
or disability, you may request early payment of the vested portion
of your Prime Account balance by submitting a written request to the
Compensation Benefits Planning and Personnel Services Department in
Nashville. If the vested portion of your Prime Account balance at
the time of termination exceeds $3,500, you may defer the payment
of your benefit until April 1 of the calendar year following the calendar
year during whch you attain age 70.5. Even if you initially elect to
defer your benefit payment, you may change your election at any time
and request immediate payment of the vested portion of your Prime
Account balance. The Company has the option to pay immediately
any vested portion of your Prime Account balance not in excess of
$3,500. The portion of your Prime Account balance to which you are
not vested is called a "forfeiture" and remains in the Plan to
reduce future employer contributions to the Plan. The value of the
benefit an the manner and time of payment are determined by the
following rules:
The participant may elect to receive this balance as a
lump-sum distribution. 20% of the taxable portion of the
distribution will be withheld to cover Federal income taxes.
The participant may elect to directly roll over the taxable
portion of the distribution into an IRA or another qualified
plan.
The participant may elect to receive part of the distribution
paid directly to him/her (with 20% of the taxable portion of
the distribution withheld for Federal income taxes) and elect
to directly roll over the remaining taxable portion of the
distribution to an IRA or another qualified plan.
The participant may elect to receive stock certificates
representing the portion of their account invested in the Ford
Stock Fund.
The participant may elect to defer payment until age 65.
Generally, the amount of the distribution (i.e., the value of
the account) will be determined at the time the payment is
processed.
Participants with outstanding loan balances at termination should
read the section below entitled "Loans From the Plan."
-10-<PAGE>
Death Benefits
Beneficiaries are designated on a form provided by Compensation /
Benefits Planning and Personnel Services Department in Nashville.
If participants are married, they must designate their spouse
unless the spouse consents in writing to the naming of another
beneficiary. If no designated person survives, the beneficiary
will be the estate of the participant. The beneficiary will be
able to choose the payment in cash, whole shares or a
combination. The account balance will be paid to the beneficiary
as soon as administratively possible. Compensation / Benefits
Planning and Personnel Services Department must receive a
distribution form and death certificate to process the
distribution.
Loans From the Plan
Participants may borrow up to 50% of their vested account
balance, but all outstanding loans may not total more than
$50,000. The Plan also requires the minimum amount of any loan
to be at least $1,000. The number of loans outstanding at any
time is limited to two.
The term of any loan is from one to five years. However, if the
proceeds of the loan are to be used to purchase a primary
residence, the term of the loan may be extended to 10 years. For
terms over five years, participants are required to submit
complete documentation regarding the purchase of the home.
The rate of interest paid is determined at the time the loan is
requested and is fixed over the term of the loan. Interest will
be charged on loans at a reasonable rate which is equal to that
charged by the Trustee for commercial loans made under similar
circumstances, on the date the loan is approved by the Plan
administrator. Every loan applicant will receive a clear
statement of charges involved in each loan transaction. This
statement will include the dollar amount and interest rate of the
finance charge.
The loan repayments (principal plus interest) are deducted from
the participant's paycheck and deposited into the participant's
loan account as provided in the Plan. Participants may pay off
their loans in full at any time without penalty. No partial
prepayments are allowed. Missed payments must be made up in one
of two ways:
1.) Payments may be made through payroll deductions ;
2.) By payment in full by the participant of a lump-sum
amount.
Upon termination of employment, the outstanding loan balance will
be automatically deducted from the final distribution, but the
participant may owe taxes on all or part of this amount.
The amount of the loan is funded from the participant's Elective
Deferral Account. The outstanding account balance following
distribution of the loan proceeds will not be invested in any of
the investment options, but rather will be earning interest for
the participant's account at the stated interest rate until
repaid in full or total account liquidation. Loan proceeds and
repayments are taken from and repaid to the participant's
Elective Deferral Account on a pro-rata basis.
A loan from the Plan is generally not taxable. However, if the
participant does not make the payments as scheduled, the loan may
be considered in default. In addition, Federal laws require that
the Plan treat certain defaults as distributions from the Plan,
which may have tax and penalty implications for the participant.
-11-
<PAGE>
If the participant leaves the Company before the loan is fully
repaid, the outstanding account balance will be subject to taxes
and possibly early distribution penalties, even though the amount
was not paid in cash at the time of the participant's
termination.
Participants may obtain loans by calling the Compensation /
Benefits Planning and Personnel Services Department in Nashville.
Terms of the loan will be discussed at that time. Processing
time may vary depending on the transaction volume, but
participants should expect four weeks processing time.
Plan Administration
Contributions to the Plan are placed in an independent trust
fund, which is administered by the Trustee. It is the
responsibility of the Trustee, currently Comerica Bank, to
administer all funds under the Plan. These funds are then
invested for the exclusive benefit of the Plan participants. All
or a portion of the contributions made by the Company for Plan
participants who do not become fully entitled to (i.e., 100%
vested in) a benefit remain in the trust fund to reduce Plan
costs.
Neither the Plan nor the Plan administrator will be responsible
for errors in contribution percentage or allocation of
investments designated by the employee unless Compensation /
Benefits Planning and Personnel Services Department in Nashville
is notified within 60 days after receipt by the participant of
the applicable confirmation or regular periodic statement,
whichever is earlier, which contains the error. No errors in
contributions may be corrected after the close of the tax year
applicable to such contributions.
The Plan is a self-directed Plan, meaning that each participant
directs the investment of his or her account among the authorized
investment funds. Neither the Trustee nor the Company will be
responsible for losses on investments.
Tax Consequences to the Company
The Company is currently entitled to deduct on its tax return the
amounts that it contributes as Company matching contributions to
the Plan because of the Plan's qualified status under Section
401(a) of the Internal Revenue Code of 1986, as amended.
Benefits and Claim Procedure
Benefits under the Plan are solely for participants, and
generally a participant may not assign or hypothecate his or her
interest in the Plan. Also, a participant may not create a lien
on any funds, securities, or other property held by the Plan.
However, the Plan must honor qualified domestic relations orders
in assigning benefits for a divorce settlement or for child
support payments.
-12-
<PAGE>
The Committee may request that participants file written claims
and provide certain information before they receive benefits. If
the Committee denies the claim in whole or in part, the Committee
will send the participant or participant's beneficiary a notice
that will include:
Specific reasons for denial;
Specific references to plan provisions that were considered in
the denial;
A description of additional material or information needed and
why it is needed to approve the request; and
Information about how to request a review (described below).
The notice will be sent within 90 days after the claim is
received. If the notice is not received within this time, a
participant may request to have the Committee review the
decision.
When a claim has been denied by the Committee, the participant or
the participant's beneficiary may:
Submit a written application to have the claim reviewed;
Review any documents that may have affected the Committee's
decision; or
Submit issues and comments in writing.
The participant or the participant's beneficiary must submit the
review application within 60 days after the claim has been
denied. The written application should be sent to Compensation /
Benefits Planning and Personnel Services Department in Nashville
at:
Primus Automotive Financial Services, Inc.
One Burton Hills Boulevard
P.O. Box 150395
Suite 350
Nashville, Tennessee 37215
Compensation / Benefits Planning and Personnel Services
Department will answer any questions the participant or the
participant's beneficiary may have and forward the application to
the Committee.
-13-
<PAGE>
The Committee will normally consider claim reviews at its next
scheduled meeting; however, if the application is received less
than 30 days prior to the next meeting, then the review will be
made at the second meeting after receipt of the application. If
a hearing is required, the Committee will consider the review at
its next meeting after the hearing, but not later than the third
quarterly meeting after the application is received. When the
Committee requires an extension of time, the participant or the
participant's beneficiary will be notified of such in writing.
The extension will not be longer than the original period for
review. Once the Committee has made a decision on the review,
the participant or the participant's beneficiary will be notified
of such in writing. This notice will include specific reasons
(and references to plan provisions) for the denial, and will be
sent as soon as reasonably possible, but generally within 30 days
of the date the Committee has made a decision on the review.
If after the above has taken place the participant or beneficiary
feels he or she was wrongly denied benefits, he or she may file
suit in the appropriate court.
Other Information Required by Securities Laws
The following documents filed or to be filed with the Securities
and Exchange Commission are incorporated herein by reference:
Ford's and the Plan's latest annual reports filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") which contain, either directly or by
incorporation by reference, certified financial statements for
Ford's latest fiscal year for which such statements have been
filed.
All other reports filed pursuant to Sections 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the
annual report referred to in the preceding paragraph.
The description of Ford's Common Stock contained in
Registration No. ?2-50792? filed by Ford under the Securities
Act of 1933.
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 de-registers all securities then
remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing such
documents.
-14-<PAGE>
Ford will provide without charge to each individual to whom a
copy of this material is delivered, upon written or oral request
of such individual, a copy of any and all of the information that
has been incorporated by reference in this material (not
including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference into the information that this material incorporates)
and any other documents required to be delivered to participants.
Written or telephone requests for such information should be
directed to:
Ford Motor Company
Stockholder Relations Department
P.O. Box 1899
Dearborn, Michigan 48121-1899
Telephone (313) 845-8540.
Administrative Charges Against Investment Funds and/or Plan
Expenses and fees charged by the investment funds are described
in the prospectuses for each fund, which you may obtain by
contacting the Plan administrator at the address below. All
other expenses in connection with the Plan are paid for by the
Company.
Comerica Bank
Special Projects Administration
Primus Automotive Financial Services, Inc.
Prime Account
P.O. Box 75000
Detroit, Michigan 48275-3432
Other ERISA Information
As a participant in the Plan you are entitled to certain rights
and protections under ERISA. ERISA provides that all participants
shall be entitled to:
Examine, without charge, at the Plan administrator's office
and at other specified locations all Plan documents, including
any insurance contracts and copies of all documents filed by
the Plan with the U.S. Department of Labor, such as detailed
annual reports and Plan descriptions.
Obtain copies of all Plan documents and other Plan information
upon written request to the Plan administrator. The
administrator may make a reasonable charge for the copies.
Receive a summary of the Plan's annual financial report. The
Plan administrator is required by law to furnish each
participant with a copy of this summary annual report.
Obtain a statement telling you whether you have a right to
receive a pension at normal retirement age under the plan (age
65) and if so, what your benefits would be at normal
retirement age if you stop working now. If you do not have a
right to a pension, the statement will tell you how many more
years you have to work to receive a pension. This statement
must be requested in writing and is not required to be given
more than once a year. The Plan must provide the statement
free of charge.
-15-
<PAGE>
The only entity sponsoring the Plan is the Company. If you are
uncertain of whether an entity sponsors the Plan, you may contact
Compensation / Benefits Planning and Personnel Services
Department in Nashville for clarification. The Company's employer
identification number (EIN) is 16-0998154, and the Plan number is
001. The Committee is the agent for service of legal process
and the address on page 1 hereof is to be used for such service.
Service of legal process may also be made on the trustee or the
Plan administrator.
In addition to creating rights for participants, ERISA imposes
duties upon the people who are responsible for the operation of
the Plan. The people who operate the Plan, called "fiduciaries"
of the Plan, have a duty to do so prudently and in the interest
of you and other Plan participants and beneficiaries. No one,
including the Company or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from
obtaining a pension benefit or exercising your rights under
ERISA. If your claim for a pension benefit is denied in whole or
in part you must receive a written explanation of the reason for
the denial.
You have the right to have the Committee review and reconsider
your claim. Under ERISA, there are steps you can take to enforce
the above rights. For instance, if you request materials from
the Committee and do not receive them within 30 days, you may
file suit in a Federal court. In such a case, the court may
require the Plan administrator to provide the materials and pay
you up to $100 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of
the administrator. If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit. If it
should happen that Plan fiduciaries misuse the investments made
under the Plan, or if you are discriminated against for asserting
your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will
decide who should pay court costs and legal fees. If you are
successful the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to
pay these costs and fees, for example, if it finds your claim is
frivolous. If you have any questions about your Plan, you should
contact the Plan administrator. If you have any questions about
this statement or about your rights under ERISA, you should
contact the nearest Area office of the U.S. Labor-Management
Services Administration, Department of Labor.
Public Disclosure Room, N 5507
Pension & Welfare Benefit Administration
U.S. Department of Labor
200 Constitution Avenue, NW
Washington DC, 20210
Exhibit 4.2
Basic Plan Document #05
Adoption Agreement #002
IRS Letter Serial Number D361037a
NONSTANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT SHARING PLAN #002
AND TRUST/CUSTODIAL ACCOUNT
Sponsored by
COMERICA BANK
The Employer named below hereby establishes a Cash or Deferred
Profit-Sharing Plan for eligible Employees as provided in this
Adoption-Agreement and the accompanying Basic Prototype Plan and
Trust/Custodial Account Basic Plan Document #05. The Sponsor
recommends that the Employer contact an attorney or tax advisor
regarding tax ramifications before executing this Adoption
Agreement.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete
this section based on the lead Employer. Additional Employers
may adopt this Plan by attaching executed signature pages to
the back of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS: Primus Automotive Financial Services, Inc.
One Burton Hills Boulevard., Suite 350
P.O. Box 150395
Nashville, Tennessee 37215
(b) TELEPHONE NUMBER: (615) 665-9033
(c) EMPLOYER TAX ID NUMBER: 16-0998154
TRUST TAX ID NUMBER: _____.
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[X] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other:
(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE
TRUSTEE/CUSTODIAN:
David Nowers, Debra Ramsey & Melissa Derman
(f) NAME OF PLAN: Primus Automotive Financial Services, Inc. Prime
Account
(g) THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT: 002
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of _____.
(b) This is an amended Plan.
The effective date of the original Plan was April 1,
1992.
The effective date of the amended Plan is January 1,
1995 with the exception of Sections 7(f), 7(g) and 12
herein which shall be effective as of the first day of
the 1989 Plan Year.
(c) If different from above, the Effective Date for the
Plan's Elective Deferral provisions shall be _____.
(d) The effective date of Trustee or Custodian appointment:
April 1, 1992.
To the extent the effective date of the appointment of the Trustee
or the Custodian is later than the effective date of the amended
Plan, the Trustee or the Custodian will have no liability for the
acts or the omissions of the prior Trustee or prior Custodian. The
Employer shall hold the Trustee or the Custodian harmless with
respect to prior acts or omissions of the prior Trustee or prior
Custodian.
-1-<PAGE>
3. DEFINITIONS
(a) "Compensation"
Compensation shall be determined on the basis of the following
definition of Compensation:
[X] (i) Code Section 6041 and 6051 Compensation,
[ ] (ii) Code Section 3401(a) Compensation, or
[ ] (iii) Code Section 415 Compensation.
Compensation shall be determined on the basis of the:
[X] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
[ ] (iii) Calendar Year.
Compensation [ ] shall [ ] shall not include Employer
contributions made pursuant to a Salary Savings Agreement
which are not includable in the gross income of the
Employee for the reasons indicated in the definition of
Compensation at 1.12 of the Basic Plan Document #05.
If the Employer chooses a non-integrated allocation formula,
Compensation will exclude:
[ ] overtime.
[ ] bonuses.
[ ] commissions.
[ ] other: _____.
NOTE: Any exclusion of Compensation must satisfy the requirements
of Section 1.401(a)(4) of the Income Tax Regulations and Code
Section 414(s) and the regulations thereunder.
For purposes of the Plan, Compensation shall be limited to $_____,
the maximum amount which will be considered for Plan purposes. [If
an amount is specified, it will limit the amount of contributions
allowed on behalf of higher compensated Employees. Completion of
this section is not intended to coordinate with the $200,000 of
Code Section 415(d), thus the amount should be less than $200,000
as adjusted for cost-of-living increases.]
(b) "Entry Date"
[ ] (i) The first day of the Plan Year nearest the date on which
an Employee meets the eligibility requirements.
[ ] (ii) The earlier of the first day of the Plan Year or the
first day of the seventh month of the Plan Year
coinciding with or following the date on which an
Employee meets the eligibility requirements.
[ ] (iii) The first day of the Plan Year following the date on
which the Employee meets the eligibility requirements.
If this election is made, the Service requirement at
4(a)(ii) may not exceed 1/2 year and the age requirement
at 4(b)(ii) may not exceed 20-1/2.
[ ] (iv) The first day of the month coinciding with or following
the date on which an Employee meets the eligibility
requirements.
[X] (v) The first day of the Plan Year, or the first day of the
fourth month, or the first day of the seventh month or
the first day of the tenth month, of the Plan Year
coinciding with or following the date on which an
Employee meets the eligibility requirements.
(c) "Hours of Service" Shall be determined on the basis of the
method selected below. Only one method may be selected. The
method selected shall be applied to all Employees covered
under the Plan as follows:
[ ] (i) On the basis of actual hours for which an Employee is
paid or entitled to payment.
-2-
<PAGE>
[ ] (ii) On the basis of days worked.
An Employee shall be credited with ten (10) Hours of
Service if under paragraph I .42 of the Basic Plan
Document #05 such Employee would be credited with at
least one (1) Hour of Service during the day.
[X] (iii) On the basis of weeks worked.
An Employee shall be credited with forty-five (45)
Hours of Service if under paragraph 1.42 of the Basic
Plan Document #05 such Employee would be credited with
at least one (1) Hour of Service during the week.
[ ] (iv) On the basis of semi-monthly payroll periods.
An Employee shall be credited with ninety-five (95)
Hours of Service if under paragraph 1.42 of the Basic
Plan Document #05 such Employee would be credited with
at least one (1) Hour of Service during the
semi-monthly payroll period.
[ ] (v) On the basis of months worked.
An Employee shall be credited with one-hundred-ninety
(190) Hours of Service if under paragraph 1.42 of the
Basic Plan Document #05 such Employee would be
credited with at least one (1) Hour of Service during
the month.
(d) "Limitation Year" The 12-consecutive month period commencing
on January 1 and ending on December 31.
(e) "Net Profit"
[X] (i) Not applicable (profits will not be required for any
contributions to the Plan).
[ ] (ii) As defined in paragraph 1.49 of the Basic Plan Document
#05.
[ ] (iii) Shall be defined as:_____.
(Only use if definition in paragraph 1.49 of the Basic
Plan Document #05 is to be superseded.)
(f) "Plan Year" The 12-consecutive month period commencing on
January 1 and ending on December 31.
If applicable, the first Plan Year will be a short Plan Year
commencing on and ending on _____ and ending on _____.
Thereafter, the Plan Year shall be as above.
(g) "Qualified Early Retirement Age" For purposes of making
distributions under the provisions of a Qualified Domestic
Relations Order, the Plan's Qualified Early Retirement Age
with regard to the Participant against whom the order is
entered [X] shall [ ] shall not be the date the order is
determined to be qualified. If "shall" is elected, this will
only allow payout to the alternate payee(s).
(h) "Qualified Joint and Survivor Annuity" The safe-harbor
provisions of paragraph 8.7 of the Basic Plan Document #05
[X] are [ ] are not applicable. If not applicable, the
survivor annuity shall be _____% (50%, 66-2/3%, 75% or 100%)
of the annuity payable during the lives of the Participant
and Spouse. If no answer is specified, 50% will be used.
(i) "Taxable Wage Base"
[X] (i) Not Applicable-Plan is not integrated with Social
Security.
[ ] (ii) The maximum earnings considered wages for such Plan
Year under Code Section 3121(a).
[ ] (iii) _____% (not more than 100%) of the amount considered
wages for such Plan Year under Code Section 3121(a).
[ ] (iv) $_____, provided that such amount is not in excess of
the amount determined under paragraph 3(i)(ii) above.
[ ] (v) For the 1989 Plan Year $10,000. For all subsequent
Plan Years, 20% of the maximum earnings considered
wages for such Plan Year under Code Section 3121(a).
NOTE: Using less than the maximum at (ii) may result in a change
in the allocation formula in Section 7.
-3-<PAGE>
(j) "Valuation Date(s)" Allocations to Participant Accounts will
be done in accordance with Article V of the Basic Plan
Document #05:
[ ] (i) Daily
[ ] (ii) Monthly
[X] (iii) Quarterly
[ ] (iv) Semi-Annually
[ ] (v) Annually
(k) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month period
during which an Employee is credited with 1,000 (not more
than 1,000) Hours of Service.
(ii) For Allocation Accrual Purposes: The 12-consecutive month
period during which an Employee is credited with _____ (not
more than 1,000) Hours of Service.
(iii) For Vesting Purposes: The 12-consecutive month period during
which an Employee is credited with 1,000 (not more than
1,000) Hours of Service.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service requirement.
[X] (ii) The Plan shall cover only Employees having completed
at least 1 [not more than three (3)] Years of
Service. If more than one (I) is specified, for Plan
Years beginning in 1989 and later, the answer will be
deemed to be one (1).
NOTE: If the eligibility period selected is less than one year, an
Employee will not be required to complete any specified
number of Hours of Service to receive credit for such period.
(b) Age:
[ ] (i) The Plan shall have no minimum age requirement.
[X] (ii) The Plan shall cover only Employees having attained
age 21 (not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age and service
requirements with the following exceptions:
[ ] (i) No exceptions.
[ ] (ii) The Plan shall exclude Employees included in a unit of
Employees covered by a collective bargaining agreement
between the Employer and Employee Representatives, if
retirement benefits were the subject of good faith
bargaining. For this purpose, the term "Employee
Representative" does not include any organization more
than half of whose members are Employees who are
owners, officers, or executives of the Employer.
[ ] (iii) The Plan shall exclude Employees who are nonresident
aliens and who receive no earned income from the
Employer which constitutes income from sources within
the United States.
[X] (iv) The Plan shall exclude from participation any
nondiscriminatory classification of Employees
determined as follows:
Employees of all Affiliated Employers.
(d) Employees on Effective Date: N/A
[ ] (i) Employees employed on the Plan's Effective Date do not
have to satisfy the Service requirements specified
above.
[ ] (ii) Employees employed on the Plan's Effective Date do not
have to satisfy the age requirements specified above.
-4-<PAGE>
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire
upon reaching a specified age, the Normal Retirement Age
selected below may not exceed the Employer imposed mandatory
retirement age.
[X] (i) Normal Retirement Age shall be 65 (not to exceed age
65).
[ ] (ii) Normal Retirement Age shall be the later of attaining
age _____ (not to exceed age 65) or the _____ (not to
exceed the 5th) anniversary of the first day of the
first Plan Year in which the Participant commenced
participation in the Plan.
(b) Early Retirement Age:
[ ] (i) Not Applicable.
[X] (ii) The Plan shall have an Early Retirement Age of 55
(not less than 55) and completion of - Years of
_____ Service.
6. EMPLOYEE CONTRIBUTIONS
[X] (a) Participants shall be permitted to make Elective
Deferrals in any amount from 1 % up to 11 % of their
Compensation.
If (a) is applicable, Participants shall be permitted to amend
their Salary Savings Agreements to change the contribution
percentage as provided below:
[ ] (i) On the Anniversary Date of the Plan,
[ ] (ii) On the Anniversary Date of the Plan and on the first
day of the seventh month of the Plan Year,
[X] (iii) On the Anniversary Date of the Plan and on the first
day following any Valuation Date, or
[ ] (iv) Upon 30 days notice to the Employer.
[ ] (b) Participants shall be permitted to make after tax
Voluntary Contributions.
[X] (c) If necessary to pass the Average Deferral Percentage
Test, Participants [ ] may [ X] may not have Elective
Deferrals recharacterized as Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to
contributions under (a) above. The Average Contribution Percentage
Test will apply to contributions under (b) above, and may apply to
(a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in
accordance with the formula or formulas selected below. The
Employer's contribution shall be subject to the limitations
contained in Articles Ill and X. For this purpose, a contribution
for a Plan Year shall be limited for the Limitation Year which ends
with or within such Plan Year. Also, the integrated allocation
formulas below are for Plan Years beginning in 1989 and later. The
Employer's allocation for earlier years shall be as specified in
its Plan prior to amendment for the Tax Reform Act of l 986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
[ ] (C) Discretionary contributions.
(ii) No Net Profits are required for:
[ ] (A) Matching Contributions.
[X] (B) Qualified Non-Elective Contributions.
[ ] (C) Discretionary contributions.
NOTE: Elective Deferrals can always he contributed regardless
of profits.
-5-<PAGE>
[X] (b) Salary Savings Agreement.
The Employer shall contribute and allocate to each Participant's
account an amount equal to the amount withheld from the
Compensation of such Participant pursuant to his or her Salary
Savings Agreement. If applicable, the maximum percentage is
specified in Section 6 above.
An Employee who has terminated his or her election under the Salary
Savings Agreement other than for hardship reasons may not make
another Elective Deferral:
[ ] (i) until the first day of the next Plan Year.
[X] (ii) until the first day of the next valuation period.
[ ] (iii) for a period of _____ month(s) (not to exceed 12
months).
[ ] (c) Matching Employer Contribution [See paragraphs (h) and
(i)]:
[ ] (i) Percentage Match: The Employer shall contribute and
allocate to each eligible Participant's account an
amount equal to _____% of the amount contributed and
allocated in accordance with paragraph 7(b) above and
(if checked) _____% of [ ] the amount of Voluntary
Contributions made in accordance with paragraph 4.1 of
the Basic Plan Document #05. The Employer shall not
match Participant Elective Deferrals as provided above
in excess of $_____ or in excess of _____% of the
Participant's Compensation or if applicable, Voluntary
Contributions in excess of 5 or in excess of _____% of
the Participant's Compensation. In no event will the
match on both Elective Deferrals and Voluntary
Contributions exceed a combined amount of $_____ or
_____%.
[ ] (ii) Discretionary Match: The Employer shall contribute and
allocate to each eligible Participant's account a
percentage of the Participant's Elective Deferrals
contributed and allocated in accordance with paragraph
7(b) above. The Employer shall set such percentage
prior to the end of the Plan Year. The Employer shall
not match Participant Elective Deferrals in excess of
$_____ or in excess of _____% of the Participant's
Compensation.
[X] (iii) Tiered Match: The Employer shall contribute and
allocate to each Participant's account an amount equal
to 100 % of the first 2 % of the Participant's
Compensation to the extent deferred, 50 % of the
next 4 % of the Participant's Compensation to the
extent deferred, ____% of the next __ % of the
Participant's Compensation to the extent deferred.
NOTE: Percentages specified in (iii) above may not increase as the
percentage of Participant's Elective Deferrals Increase.
[ ] (iv) Flat Dollar Match: The Employer shall contribute and
allocate to each Participant's account $_____ if the
Participant defers at least 1% of Compensation.
[ ] (v) Percentage of Compensation Match: The Employer shall
contribute and allocate to each Participant's account
_____% of Compensation if the Participant defers at
least 1% of Compensation.
[ ] (vi) Proportionate Compensation Match: The Employer shall
contribute and allocate to each Participant who defers
at least 1% of Compensation, an amount determined by
multiplying such Employer Matching Contribution by a
fraction the numerator of which is the Participant's
Compensation and the denominator of which is the
Compensation of all Participants eligible to receive
such an allocation.
[ ] (vii) Qualified Match: Employer Matching Contributions will
be treated as Qualified Matching Contributions to the
extent specified below:
[ ] (A) All Matching Contributions.
[ ] (B) None.
[ ] (C) _____% of the Employer's Matching Contribution.
[ ] (D) Up to _____% of each Participant's Compensation.
[ ] (E) The amount necessary to meet the [ j Average Deferral
Percentage (ADP) Test, [ ] Average Contribution
Percentage (ACP) Test, [ ] Both the ADP and ACP Tests.
(viii) Eligibility for Match: Employer Matching Contributions,
whether or not Qualified, will only be made on Employee
Contributions not withdrawn prior to the end of the [X]
valuation period [ ] Plan Year.
-6-<PAGE>
[ ] (d) Qualified Non-Elective Employer Contribution-[See
paragraphs (h) and (i)] These contributions are fully
vested when contributed.
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation as a
percentage of the Compensation of all eligible Employees. This part
of the Employer's contribution and the allocation thereof shall be
unrelated to any Employee contributions made here under. The amount
of Qualified non-Elective Contributions taken into account for
purposes of meeting the ADP or ACP test requirements is:
[ ] (i) All such Qualified non-Elective Contributions.
[ ] (ii) The amount necessary to meet [ ] the ADP test, [ ] the
ACP test, [ ] Both the ADP and ACP test
Qualified non-Elective Contributions will be made to:
[ ] (iii) All Employees eligible to participate.
[ ] (iv) Only non-Highly Compensated Employees eligible to
participate.
[ ] (e) Additional Employer Contribution Other Than Qualified
Non-Elective Contributions - Non-integrated [See
paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation as a
percentage of the Compensation of all eligible Employees. This part
of the Employer's contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder.
[ ] (f) Additional Employer Contribution-Integrated Allocation
Formula [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. The Employer's contribution for the
Plan Year plus any forfeitures shall be allocated to the accounts
of eligible Participants as follows:
(i) First, to the extent contributions and forfeitures are
sufficient, all Participants will receive an allocation equal
to 3% of their Compensation.
(ii) Next, any remaining Employer Contributions and forfeitures
will be allocated to Participants who have Compensation in
excess of the Taxable Wage Base (excess Compensation). Each
such Participant will receive an allocation in the ratio that
his or her excess compensation bears to the excess
Compensation of all Participants. Participants may only
receive an allocation of 3% of excess Compensation.
(iii) Next, any remaining Employer contributions and forfeitures
will be allocated to all Participants in the ratio that
their Compensation plus excess Compensation bears to the
total Compensation plus excess Compensation of all
Participants. Participants may only receive an allocation
of up to 2.7% of their Compensation plus excess
Compensation, under this allocation method. If the Taxable
Wage Base defined at Section 3(j) is less than or equal to
the greater of $10,000 or 20% of the maximum, the 2.7% need
not be reduced. If the amount specified is greater than the
greater of $ 10,000 or 20% of the maximum Taxable Wage
Base, but not more than 80%, 2.7% must be reduced to 1.3%.
If the amount specified is greater than 80% but less than
100% of the maximum Taxable Wage Base, the 2.7% must be
reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum
contribution or benefit is provided under another Plan [see Section
11(c)(ii)] covering the same Employees, sub-paragraphs (i) and (ii)
above may be disregarded and 5.7%, 4.3% or 5.4% may be substituted
for 2.7%, 1.3% or 2.4% where it appears in (iii) above.
(iv) Next, any remaining Employer contributions and forfeitures
will be allocated to all Participants (whether or not they
received an allocation under the preceding paragraphs) in
the ratio that each Participant's Compensation bears to all
Participants' Compensation.
-7- <PAGE>
[ ] (g) Additional Employer Contribution-Alternative
Integrated Allocation Formula. [See paragraph (h) and
(i)]
The Employer shall have the right to make an additional
discretionary contribution. To the extent that such contributions
are sufficient, they shall be allocated as follows:
_____% of each eligible Participant's Compensation plus _____%
of Compensation in excess of the Taxable Wage Base defined at
Section 3(i) hereof. The percentage on excess compensation may
not exceed the lesser of (i) the amount first specified in this
paragraph or (ii) the greater of 5.7% or the percentage rate of
tax under Code Section 3111 (a) as in effect on the first day
of the Plan Year attributable to the Old Age (OA) portion of
the OASDI provisions of the Social Security Act. If the
Employer specifies a Taxable Wage Base in Section 3(i) which is
lower than the Taxable Wage Base for Social Security purposes
(SSTWB) in effect as of the first day of the Plan Year, the
percentage contributed with respect to excess Compensation must
be adjusted. If the Plan's Taxable Wage Base is greater than
the larger of S 10,000 or 20% of the SSTWB but not more than
80% of the SSTWB, the excess percentage is 4.3%. If the Plan-s
Taxable Wage Base is greater than 80% of the SSTWB but less
than 100% of the SSTWB, the excess percentage is 5.4%.
NOTE: Only one plan maintained by the Employer may be integrated
with Social Security.
(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results in an Excess
Amount, such excess shall be:
[ ] (i) placed in a suspense account accruing no gains or
losses for the benefit of the Participant.
[X] (ii) reallocated as additional Employer contributions to all
other Participants to the extent that they do not have
any Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum of
the contributions and forfeitures as allocated to eligible
Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this
Adoption Agreement shall not be less than the amount required under
paragraph 14.2 of the Basic Plan document #5.Top-Heavy minimums
will be allocated to:
[ ] (i) all eligible Participants.
[ ] (ii) only eligible non-Key Employees who are Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated Employees is
subject to both the ADP and ACP tests and the sum of such tests
exceeds the Aggregate Limit, the limit will be satisfied by
reducing:
[ ] (i) the ADP of the affected Highly Compensated Employees.
[ ] (ii) the ACP of the affected Highly Compensated Employees.
[X] (iii) either the ADP and/or the ACP of the affected Highly
Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
[X] (a) The Employer will not allocate Employer related
contributions to Employees who terminate during a Plan
Year, unless required to satisfy the requirements of
Code Section 401 (a)(26) and 410(b). (These
requirements are effective for 1989 and subsequent Plan
Years.)
[ ] (b) The Employer will allocate Employer matching and other
related contributions as indicated below to Employees
who terminate during the Plan Year as a result of:
Matching Other
[ ] [ ] (i) Retirement.
[ ] [ ] (ii) Disability.
[ ] [ ] (iii) Death.
[ ] [ ] (iv) Other termination of employment
provided that the Participant has
completed a Year of Service is defined
for Allocation Accrual Purposes.
[ ] [ ] (v) Other termination of employment even
though the Participant has not
completed a Year of Service.
-8-<PAGE>
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of
amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
[ ] (i) Forfeitures shall be allocated to Participants in the
same manner as the Employer's contribution.
If allocation to other Participants is selected, the
allocation shall be as follows:
[I] Amount attributable to Employer discretionary contributions
and Top-Heavy minimums will be allocated to:
[ ] all eligible Participants under the Plan.
[ ] only those Participants eligible for an allocation of
Employer contributions in the current year.
[ ] only those Participants eligible for an allocation of
matching contributions in the current year.
[2] Amounts attributable to Employer Matching contributions will
be allocated to:
[ ] all eligible Participants.
[ ] only those Participants eligible for allocations of matching
contributions in the current year.
[X] (ii) Forfeitures shall be applied to reduce the Employer's
contribution for such Plan Year.
[ ] (iii) Forfeitures shall be applied to offset administrative
expenses of the Plan. If forfeitures exceed these
expenses, (ii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even if the
Employer elects (ii) or (iii) below as its normal administrative
policy.
[ ] (i) Forfeitures shall be reallocated at the end of the Plan
Year during which the former Participant incurs his or
her fifth consecutive one year Break ln Service.
[X] (ii) Forfeitures will be reallocated immediately (as of the
next Valuation Date).
[ ] (iii) Forfeitures shall be reallocated at the end of the Plan
Year during which the former Employee incurs his or her
(Ist, 2nd, 3rd, or 4th) consecutive one year Break In
Service.
[ ] (iv) Forfeitures will be reallocated immediately (as of the
Plan Year end).
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks in
Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated (fill
in the appropriate number):
[ 1] (i) Current year's forfeitures.
[ 2] (ii) Additional Employer contribution.
[ ] (iii) Income or gain to the Plan.
(d) Forfeitures of Excess Aggregate Contributions shall be:
[X] (i) Applied to reduce Employer contributions.
[ ] (ii) Allocated, after all other forfeitures under the Plan,
to the Matching Contribution account of each non-highly
compensated Participant who made Elective Deferrals or
Voluntary Contributions in the ratio which each such
Participant's Compensation for the Plan Year bears to
the total Compensation of al l Participants for such
Plan Year. Such forfeitures cannot be allocated to the
account of any Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so applied at
the end of the Plan Year in which they occur.
-9- <PAGE>
10. CASH OPTION
[ ] (a) The Employer may permit a Participant to elect to defer
to the Plan, an amount not to exceed % of any Employer
paid cash bonus made for such Participant for any year.
A Participant must file an election to defer such
contribution at least fifteen ( l S) days prior to the
end of the Plan Year. If the Employee fails to make
such an election, the entire Employer paid cash bonus
to which the Participant would be entitled shall be
paid as cash and not to the Plan. Amounts deferred
under this section shall be treated for all purposes as
Elective Deferrals.
Notwithstanding the above, the election to defer must be made
before the bonus is made available to the Participant.
[ ] (b) Not Applicable.
11. LIMITATIONS ON ALLOCATIONS
[ ] This is the only Plan the Employer maintains or ever
maintained, therefore, this section is not applicable.
[X] The Employer does maintain or has maintained another Plan
(including a Welfare Benefit Fund or an individual medical
account (as defined in Code Section 415(1)(2)), under which
amounts are treated as Annual Additions) and has completed
the proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or
ever maintained another qualified plan, including a Welfare
Benefit Fund or an individual medical account [as defined in
Code Section 415(i)(2)] in which any Participant in this Plan
is (or was) a participant or could possibly become a
participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a
Master or Prototype Plan: N/A
[ ] (i) the provisions of Article X of the Basic Plan Document
#05 will apply, as if the other plan were a Master or
Prototype Plan.
[ ] (ii) Attach provisions stating the method under which the
plans will limit total Annual Additions to the Maximum
Permissible Amount, and will properly reduce any
Excess Amounts, in a manner that precludes Employer
discretion.
(b) If a Participant is or ever has been a participant in a
Defined Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code
Section 415(e). Such language must preclude Employer discretion.
The Employer must also specify the interest and mortality
assumptions used in determining Present Value in the Defined
Benefit Plan. Mst attach provisions indicated in Y(2) of original
Plan Document.
(c) The minimum contribution or benefit required under Code
Section 416 relating to Top-Heavy Plans shall be satisfied
by: N/A
[ ] (i) this Plan.
[ ] (ii) _____ (Name of other qualified plan of the Employer).
[ ] (iii) Attach provisions stating the method under which the
minimum contribution and benefit provisions of Code
Section 416 will be satisfied. If a Defined Benefit
Plan is or was maintained, an attachment must be
provided showing interest and mortality assumptions
used in the Top-Heavy Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable interest in
any Employer contribution and the investment earnings thereon made
in accordance with paragraphs (select one or more options) [ X ]
7(c), [ ] 7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof.
Contributions under paragraph 7(b), 7(c)(vii) and 7(d) are always
fully vested. If one or more of the foregoing options are not
selected, such Employer contributions shall be subject to the
vesting table selected by the Employer.
Each Participant shall acquire a vested and nonforfeitable
percentage in his or her account balance attributable to Employer
contributions and the earnings thereon under the procedures
selected below except with respect to any Plan Year during which
the Plan is Top-Heavy, in which case the Two-twenty vesting
schedule [Option (b)(iv)l shall automatically apply unless the
Employer has already elected a faster vesting schedule. If the Plan
is switched to option (h)(iv), because of its Top-Heavy status,
that vesting schedule will remain in effect even if the Plan later
becomes non-Top-Heavy until the Employer executes an amendment of
this Adoption Agreement indicating otherwise.
-10-<PAGE>
(a) Computation Period:
The computation period for purposes of determining Years of Service
and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from
Employer contributions:
[ ] (i) shall not be applicable since Participants are always
fully vested,
[ ] (ii) shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each
subsequent 12-consecutive month period shall commence
on the anniversary thereof, or
[X] (iii) shall commence on the first day of the Plan Year
during which an Employee first performs an Hour of
Service for the Employer and each subsequent
12-consecutive month period shall commence on the
anniversary thereof.
A Participant shall receive credit for a Year of Service if he or
she completes at least l ,000 Hours of Service [or if lesser, the
number of hours specified at 3(k)(iii) of this Adoption Agreement]
at any time during the 12-consecutive month computation period.
Consequently, a Year of Service may be earned prior to the end of
the 12-consecutive month computation period and the Participant
need not be employed at the end of the 12-consecutive month
computation period to receive credit for a Year of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant who
has at least one Hour of Service during or after the 1989 Plan
Year. If applicable, Participants who separated from Service prior
to the 1989 Plan Year will remain under the vesting schedule as in
effect in the Plan prior to amendment for the Tax Reform Act of
1986.
(i) Full and immediate Vesting.
Years of Service
________________________________________________________________
1 2 3 4 5 6 7
________________________________________________________________
(ii) _% 100%
(iii) 20% 50% 100%
(iv) _% 20% 40% 60% 80% 100%
(v) _% _% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) _% _% _% _% 100%
(viii) _% _% _% _% _% _% 100%
NOTE: The percentages selected for schedule (viii) may not be less
for any year than the percentages shown at schedule (v).
[ ] All contributions other than those which are fully vested
when contributed will vest under schedule iii above.
[ ] Contributions other than those which are fully vested when
contributed will vest as provided below:
Vesting
Option Selected Type Of Employer Contribution
--------------- -----------------------------
_____________ 7(c) Employer Match on Salary Savings
_____________ 7(c) Employer Match on Employee Voluntary
_____________ 7(e) Employer Discretionary
_____________ 7(f) & (g) Employer Discretionary --
Integrated
(c) Service disregarded for Vesting:
[ ] (i) Service prior to the Effective Date of this Plan
or a predecessor plan shall be disregarded when
computing a Participant's vested and
nonforfeitable interest.
[X] (ii) Service prior to a Participant having attained age
I 8 shall be disregarded when computing a
Participant's vested and nonforfeitable interest.
-11-<PAGE>
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for
eligibility. Hours of Service shall include Service with the
following predecessor organization(s): (These hours will also be
used for vesting purposes.)
Marine Midland Bank N.A.
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3 of the
Basic Plan Document #05, [X ] shall [ ] shall not be
permitted. If permitted, Employees [ X] may [ ] may not make
Rollover Contributions prior to meeting the eligibility
requirements for participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the
Basic Plan Document #05 [ X ] shall [ ] shall not be
permitted. If permitted, Employees [ X] may [ ] may not make
Transfer Contributions prior to meeting the eligibility
requirements for participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of paragraph
8.7 of the Basic Plan Document #05.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of
the Basic Plan Document #05, [X] are [ ] are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the
Basic Plan Document #05, [X] are [ ] are not permitted. If
permitted, repayments of principal and interest shall be
repaid to [X] the Participant's segregated account or [ ]
the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.6 of the Basic Plan
Document #05 [ ] shall [X] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth
in paragraph 13.7 of the Basic Plan Document #05, [ ] shall
[X] shall not be applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth
in paragraph 13.8 of the Basic Plan Document #05, [X] shall
[ ] shall not be applicable.
If applicable, Participants may direct their investments:
[X] (i) among funds offered by the Trustee.
[ ] (ii) among any allowable investments.
(b) Participants may direct the following kinds of contributions
and the earnings thereon (check all applicable):
[X] (i) All Contributions
[ ] (ii) Elective Deferrals
[ ](iii) Employee Voluntary Contributions (after-tax)
[ ] (iv) Employee Mandatory Contributions (after-tax)
[ ] (v) Employer Qualified Matching Contributions
[ ] (vi) Other Employer Matching Contributions
[ ](vii) Employer Qualified Non-Elective Contributions
[ ](viii) Employer Discretionary Contributions
[ ] (ix) Rollover Contributions
[ ] (x) Transfer Contributions
[ ] (xi) All of above which are checked, but only to the extent
that the Participant is vested in those contributions.
-12-
<PAGE>
NOTE: To the extent that Employee investment direction was
previously allowed, it shall continue to be allowed on those
amounts and the earnings thereon.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to
retirement, death or Disability [X] may [ ] may not make
application to the Employer requesting an early Payment of
his or her vested account balance.
(b) A Participant who has not separated from Service [ ] may
[X] may not obtain a distribution of his or her vested
Employer contributions. Distribution can only be made if
the Participant is 100% vested.
(c) A Participant who has attained the Plan's Normal Retirement
Age and who has not separated from Service [X ] may [ ] may
not receive a distribution of his or her vested account
balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken away.
Notwithstanding the above, to the contrary, required minimum
distributions will be paid. For timing of distributions, see item
21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death, Disability or
retirement, benefits shall be paid:
[ ] (i) As soon as administratively feasible following the
close of the [ ] Plan Year/ [ ] Valuation Period
during which a distribution is requested or is
otherwise payable.
[X] (ii) As soon as administratively feasible, following the
date on which a distribution is requested or is
otherwise payable.
[ ] (iii) As soon as administratively feasible, after the close
of the Plan Year during which the Participant incurs
consecutive one-year Breaks in Service.
[ ] (iv) Only after the Participant has achieved the Plan's
Normal Retirement Age, or Early Retirement Age, if
applicable.
In cases of death, Disability or retirement, benefits shall be
paid:
[ ] (v) As soon as administratively feasible following the
close of the [ ] Plan Year/ [ ] Valuation Period
during which a distribution is requested or is
otherwise payable.
[X] (vi) As soon as administratively feasible, following the
date on which a distribution is requested or is
otherwise payable.
[ ] (vii) As soon as administratively feasible, after the close
of the Plan Year during which the Participant incurs
consecutive one-year Breaks in Service.
[ ](viii) Only after the Participant has achieved the Plan's
Normal Retirement Age, or Early Retirement Age, if
applicable.
(b) Optional Forms of Payment:
[X] (i) Lump Sum.
[ ] (ii) Installment Payments.
[ ](iii) Life Annuity*.
[ ] (iv) Life Annuity Term Certain*.
Life Annuity with payments guaranteed for _____
period (not toexceed 20 years, specify all
applicable).
[ ] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ]
100% survivor annuity* (specify all applicable).
-13-<PAGE>
[ ] (vi) Other form(s) specified: _____.
* Not available in Plan meeting provisions of paragraph 8.7 of Basic
Plan Document #05.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan,
Participants and/or their Spouse (Surviving Spouse) [ ]
shall [ ] shall not have the right to have their life
expectancy recalculated annually.
If "shall".
[ ] only the Participant shall be recalculated.
[ ] both the Participant and Spouse shall be recalculated.
[ ] who is recalculated shall be determined by the Participant.
22. PROTECTED BENEFITS UNDER INTERNAL REVENUE CODE SECTION
411(d)(6)
[ ] The Employer is attaching to this Adoption Agreement a list
of Section 41 I (d)(6) protected benefits from a prior plan
document which this Plan amends.
[X] Not applicable.
23. SPONSOR CONTACT
The Employer should direct questions concerning the language
contained in and qualification of the Prototype to its Trust
Administrator at Comerica Bank
(Name of Trust Administrator) Robert C. Short (Phone No.)(313)
222-9899
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's
address provided on the first page of this Agreement.
24. SIGNATURES
Due to the significant tax ramifications, the Sponsor
recommends that before you execute this Adoption Agreement,
you contact your attorney or tax advisor.
(a) EMPLOYER:
Name and address of Employer if different than specified in
Section I above. _____.
This agreement and the corresponding provisions of the Plan
and Trust/Custodial Account Basic Plan Document #04 were
adopted by the Employer the ________ day of _______________,
1995.
Signed for the Employer by :___________________________________
Title:__________________________________________
Signature:__________________________________________
The Employer understands that its failure to properly complete the
Adoption Agreement may result in disqualification of its Plan.
Employer's Reliance: The adopting Employer may not rely on an
opinion letter issued by the National Office of the Internal
Revenue Service as evidence that the Plan is qualified under Code
Section 401. In order to obtain reliance with respect to Plan
qualification, the Employer must apply to the appropriate Key
District Office for a determination letter.
This Adoption Agreement may only be used in con junction with Basic
Plan Document #05.
-14-<PAGE>
(b) TRUSTEE:
Name of Trustee:
Comerica Bank
P.O. Box 75000, Detroit, Michigan 48275-3432
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #05 as a Trust. As such,
the Employer's Plan as contained herein was accepted by the Trustee
the _______ day of _______________, 1995.
Signed for the Trustee by: Robert C. Short
Title: Vice President
Signature:_____________________________________________
(c) CUSTODIAN:
Name of Custodian:
___________________________________
The assets of the Fund shall be invested in accordance with
paragraph I 3.4 of the Basic Plan Document #05 as a Custodial
Account. As such, the Employer's Plan as contained herein was
accepted by the Custodian the _______ day of ______________, 1995.
Signed for the Custodian by: ____________________________________
Title:____________________________________
Signature:____________________________________
(d) SPONSOR:
The Employer's agreement and the corresponding provisions of the
Plan and Document #05 were accepted by the Sponsor (Comerica Bank)
the _______ day of _______________, 1995.
Signed for the Sponsor by: Robert C. Short
Title: Vice President
Signature:
(e) ATTORNEY CONTACT:
Name: Mike 0tto
Firm Name: Primus Automotive Financial Services Inc.
Address: One Burton Hills Boulevard., Suite. 350
Nashville, Tennessee 37215
Telephone No.: (615) 665-7933
11. LIMITATIONS ON ALLOCATIONS
ATTACHMENT
[X] (c) (iii) Reduce Elective Deferrals under this Plan and
related Participating Employer Contributions
under this Plan to the extent necessary.
-15-
Exhibit 5.1
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 27, 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 100,000 shares of Common
Stock, par value $1.00 per share, of the Company ("Common Stock"),
relating to the Primus Automotive Financial Services, Inc. Prime
Account (the "Plan") of Primus Automotive Financial Services, Inc.
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 shares of Common Stock being
registered under the Registration Statement, and all such shares of
Common Stock acquired by the Trustee under the Plan in accordance
with the Plan will be legally issued, fully paid and non-assessable
when the Registration Statement shall have become effective and the
Company shall have received therefor the consideration provided in
the Plan (but not less than the par value thereof).
<PAGE>
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
opinion\primus.1
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 27, 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 Primus Automotive Financial
Services, Inc. Prime Account (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 the provisions
of the Plan, as amended and subsequently modified if necessary to
obtain a favorable determination letter from the Internal Revenue
Service, will comply with the requirements of ERISA pertaining to
such provisions.
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
H:\tshanley\opinion\er.fmi
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 reports are included in, or
incorporated by reference in, Ford's 1994 Annual Report on Form
10-K.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
April 27, 1995
