<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1995
REGISTRATION NO. 33-62761
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C>
FORD MOTOR COMPANY CAPITAL TRUST I FORD MOTOR COMPANY
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)
</TABLE>
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<TABLE>
<S> <C>
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
APPLIED FOR 38-0549190
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
THE AMERICAN ROAD THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121 DEARBORN, MICHIGAN 48121
(313) 322-3000 (313) 322-3000
(Address and telephone number (Address and telephone number
of principal executive offices) of principal executive offices)
</TABLE>
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J.M. RINTAMAKI
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(Name, address and telephone number of agent for service)
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Copy To:
<TABLE>
<S> <C>
ARBIE R. THALACKER
SHEARMAN & STERLING
599 LEXINGTON AVE.
NEW YORK, NEW YORK 10022
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the Exchange Offer (the "Offer") described in the enclosed
Prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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<CAPTION>
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
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Preferred Securities of Ford Motor Company
Capital Trust I and Junior Subordinated
Debentures of Ford Motor Company............ 44,600,000(1) $27.375(2) $1,220,925,000(3) $421,011.57
Guarantees of the Preferred Securities by Ford
Motor Company............................... -- (4)
Total......................................... 44,600,000 $27.375 $1,220,925,000 $421,011.57
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</TABLE>
(1) Estimated maximum amount of each class of securities listed above issuable
by Ford Motor Company and Ford Motor Company Capital Trust I pursuant to the
Offer as described herein.
(2) Each holder of a Series B Depositary Share representing 1/2,000 of a share
of Series B Cumulative Preferred Stock will receive one Preferred Security.
(3) Calculated in accordance with Rule 457(f) under the Securities Act of 1933.
(4) Registered hereby, in addition to the rights of holders of the Preferred
Securities under the Guarantee and under the Junior Subordinated Debentures,
are the obligations of Ford Motor Company in the Indenture relating to the
Junior Subordinated Debentures and in the Amended and Restated Declaration
of Trust of Ford Motor Company Capital Trust I, including Ford's obligation
to pay costs, expenses and certain liabilities of the Trust. Pursuant to
Rule 457(n) under the Securities Act of 1933, no fee is payable with respect
to the Guarantees.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
CROSS REFERENCE SHEET
FORD MOTOR COMPANY
FORD MOTOR COMPANY CAPITAL TRUST I
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING
LOCATION IN PROSPECTUS OF ITEMS OF FORM S-4
<TABLE>
<CAPTION>
FORM S-4 ITEM NO. CAPTION IN PROSPECTUS
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<C> <S> <C>
</TABLE>
<TABLE>
<C> <S> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus...................... Outside Front Cover Page; Inside Front
Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus....... Inside Front Cover Page; Available
Information; Incorporation of Certain
Documents by Reference; Table of
Contents
3. Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information................................................. Prospectus Summary; Risk Factors and
Special Considerations Relating to
the Offer; Ford Motor Company;
Selected Financial Data and Other
Data of Ford; Ratio of Earnings to
Fixed Charges; Ford Motor Company
Capital Trust I
4. Terms of the Transaction...................................... Prospectus Summary; Comparison of
Preferred Securities and Depositary
Shares; Capitalization; The Offer;
Description of the Preferred
Securities; Description of the
Preferred Securities Guarantee;
Description of the Junior
Subordinated Debentures; Taxation
5. Pro Forma Financial Information............................... Not Applicable
6. Material Contacts with the Company Being Acquired............. Not Applicable
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters............... Not Applicable
8. Interests of Named Experts and Counsel........................ Legal Matters
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.............. Not Applicable
10. Information with Respect to S-3 Registrants................... Incorporation of Certain Documents by
Reference
11. Incorporation of Certain Information by Reference............. Incorporation of Certain Documents by
Reference
12. Information with Respect to S-2 or S-3 Registrants............ Not Applicable
13. Incorporation of Certain Information by Reference............. Not Applicable
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants........................... Not Applicable
15. Information with Respect to S-3 Companies..................... Not Applicable
16. Information with Respect to S-2 or S-3 Companies.............. Not Applicable
17. Information with Respect to Companies
Other Than S-3 or S-2 Companies............................. Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited.......................... Not Applicable
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange Offer............. Incorporation of Certain Documents by
Reference
</TABLE>
<PAGE> 3
PROSPECTUS
FORD MOTOR COMPANY CAPITAL TRUST I
OFFER TO EXCHANGE ITS
9% TRUST ORIGINATED PREFERRED SECURITIESSM ("TOPRSSM")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY FORD MOTOR COMPANY)
FOR UP TO 44,600,000 OUTSTANDING SERIES B DEPOSITARY SHARES,
EACH REPRESENTING 1/2,000 OF A SHARE OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
FORD MOTOR COMPANY
THE OFFER, THE PRORATION PERIOD
AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 8, 1995,
UNLESS THE OFFER IS EXTENDED.
------------------------
Ford Motor Company Capital Trust I, a Delaware statutory business trust
(the "Trust"), hereby offers, upon
the terms and subject to the conditions set forth in this Prospectus and the
accompanying Letter of Transmittal (the "Letter of Transmittal" which, together
with this Prospectus, constitute the "Offer"), to exchange its 9% Trust
Originated Preferred SecuritiesSM ("TOPrSSM"), representing preferred undivided
beneficial interests in the assets of the Trust (the "Preferred Securities"),
for up to 44,600,000 of the outstanding Series B Depositary Shares ("Depositary
Shares"), each representing 1/2,000 of a share of Series B Cumulative Preferred
Stock (the "Series B Preferred") of Ford Motor Company, a Delaware corporation
("Ford"). Exchanges will be made on the basis of one Preferred Security for each
Depositary Share validly tendered and accepted for exchange in the Offer. As of
the date of this Prospectus, there are 45,600,000 Depositary Shares outstanding.
Depositary Shares not accepted for exchange because of proration will be
returned. Concurrent with the issuance of Preferred Securities in exchange for
Depositary Shares validly tendered in the Offer, Ford will deposit in the Trust
as trust assets its 9% Junior Subordinated Debentures due 2025 (the "Junior
Subordinated Debentures"), having an aggregate principal amount equal to the
aggregate stated liquidation amount of the Preferred Securities and the proceeds
received upon issuance of the Common Securities to be issued by the Trust.
(cover page continues)
------------------------
SEE "RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFER" STARTING ON
PAGE 15 FOR A DISCUSSION OF CERTAIN FACTORS RELATING TO THE PREFERRED
SECURITIES THAT SHOULD BE CONSIDERED BY INVESTORS, INCLUDING THE
PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS ON THE
JUNIOR SUBORDINATED DEBENTURES AND THE PREFERRED SECURITIES MAY
BE DEFERRED AND THE RELATED FEDERAL INCOME TAX CONSEQUENCES.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
Merrill Lynch & Co., Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc.,
Goldman, Sachs & Co., Lehman Brothers, PaineWebber Incorporated and Smith Barney
Inc. have been retained as Dealer Managers to solicit exchanges of Depositary
Shares for Preferred Securities. See "The Offer -- Dealer Managers; Soliciting
Dealers". Chemical Bank has been retained as Exchange Agent in connection with
the Offer. Georgeson & Company Inc. has been retained to act as Information
Agent to assist in connection with the Offer.
------------------------
The Dealer Managers for the Offer are:
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
The date of this Prospectus is November 3, 1995.
SM"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 4
NEITHER THE BOARD OF DIRECTORS OF FORD, FORD, THE TRUSTEES NOR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES ARE URGED
TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS (AS DEFINED HEREIN) OF
DEPOSITARY SHARES MUST SUBMIT A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER
PROCEDURES FOR TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN
AND IN THE LETTER OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE (AS DEFINED
HEREIN). SEE "THE OFFER -- PROCEDURES FOR TENDERING".
For a description of the other terms of the Offer, see "The Offer -- Terms
of the Offer", "-- Expiration Date; Extensions; Amendments; Termination", "--
Withdrawal of Tenders" and "-- Acceptance of Shares and Proration". Consummation
of the Offer is conditioned on, among other things, receipt of at least
12,000,000 validly tendered Depositary Shares, which condition may be waived.
The Preferred Securities have been approved for listing on the New York Stock
Exchange (the "NYSE") under the symbol "F Pr T", subject to notice of issuance.
In order to satisfy the NYSE listing requirements, acceptance of Depositary
Shares validly tendered in the Offer is subject to the condition that as of the
Expiration Date there be at least 400 record or beneficial holders of at least
1,000,000 Preferred Securities to be issued in exchange for such Depositary
Shares (the "Minimum Distribution Condition"), which condition may not be
waived. See "The Offer -- Expiration Date; Extensions; Amendments; Termination"
and "-- Conditions to the Offer".
The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Depositary Shares and promptly return all Depositary Shares upon the failure of
any of the conditions specified above or in "The Offer -- Conditions to the
Offer", (ii) waive any condition to the Offer (other than the Minimum
Distribution Condition) and accept all Depositary Shares previously tendered
pursuant to the Offer, (iii) extend the Expiration Date of the Offer and retain
all Depositary Shares tendered pursuant to the Offer until the Expiration Date,
subject, however, to all withdrawal rights of holders, see "The Offer --
Withdrawal of Tenders", (iv) amend the terms of the Offer or (v) modify the form
of the consideration to be paid pursuant to the Offer. Any amendment applicable
to the Offer will apply to all Depositary Shares tendered pursuant to the Offer.
The minimum period during which the Offer must remain open following material
changes in the terms of the Offer or the information concerning the Offer, other
than a change in the percentage of securities sought or the price, depends upon
the facts and circumstances, including the relative materiality of such terms or
information. See "The Offer -- Expiration Date; Extensions; Amendments;
Termination".
Ford will own directly or indirectly all of the securities representing
common undivided beneficial interests in the assets of the Trust (the "Common
Securities" and, together with the Preferred Securities, the "Trust
Securities"). The Trust exists for the purpose of (a) issuing (i) its Preferred
Securities in exchange for Depositary Shares validly tendered in the Offer and
delivering such Depositary Shares to Ford in consideration for the deposit by
Ford of Junior Subordinated Debentures, having an aggregate stated principal
amount equal to the aggregate stated liquidation amount of such Preferred
Securities, in the Trust as trust assets and (ii) its Common Securities to Ford
in exchange for cash and investing the proceeds thereof in an equivalent amount
of Junior Subordinated Debentures and (b) engaging in such other activities as
are necessary and incidental thereto. The Preferred Securities and the Common
Securities will rank pari passu with each other and will have equivalent terms;
provided that (i) if an Event of Default (as defined herein) under the
Declaration (as defined herein) occurs and is continuing, the holders of
Preferred Securities will have a priority over holders of the Common Securities
with respect to payments in respect of distributions and payments upon
liquidation, redemption or otherwise and (ii) holders of Common Securities have
the exclusive right (subject to the terms of the Declaration) to appoint,
replace or remove Trustees and to increase or decrease the number of Trustees)
upon the occurrence of certain events described herein. See "Prospectus Summary
- -- Description of Preferred Securities and Junior Subordinated Debentures".
Cash distributions on the Preferred Securities will be cumulative from the
first day following the Expiration Date (the "Accrual Date") at an annual rate
of 9% of the liquidation amount of $25 per Preferred Security, and will be
payable quarterly in arrears on the last day of March, June, September and
December of
ii
<PAGE> 5
each year, commencing on December 31, 1995 ("distributions"). Cash distributions
in arrears will bear interest thereon at the rate per annum of 9%, compounded
quarterly to the extent permitted by applicable law. The term "distributions" as
used herein includes such cash distributions and any such interest payable
unless otherwise stated. In addition, holders of the Preferred Securities will
be entitled to an additional cash distribution at the rate of 8.25% per annum of
the liquidation amount thereof from December 1, 1995 through the Expiration Date
("Pre-Issuance Accrued Distribution") in lieu of dividends accumulating and
unpaid after December 1, 1995 on their Depositary Shares accepted for exchange,
such additional distribution to be made on December 31, 1995 to holders of the
Preferred Securities on the record date for such distribution. The distribution
rate and the distribution and other payment dates for the Preferred Securities
will correspond to the interest rate and the interest and other payment dates on
the Junior Subordinated Debentures deposited in the Trust as trust assets. As a
result, if principal or interest is not paid on the Junior Subordinated
Debentures, including as a result of Ford's election to extend the interest
payment period on the Junior Subordinated Debentures as described below, the
Trust will not make payments on the Trust Securities. The Junior Subordinated
Debentures provide that, so long as Ford shall not be in default in the payment
of interest on the Junior Subordinated Debentures, Ford shall have the right to
defer payments of interest on the Junior Subordinated Debentures by extending
the interest payment period from time to time for a period not exceeding 20
consecutive quarterly interest periods (each, an "Extension Period"). No
interest shall be due and payable during an Extension Period and, as a
consequence, distributions on the Trust Securities will also be deferred, but at
the end of such Extension Period Ford shall pay all interest then accrued and
unpaid on the Junior Subordinated Debentures, together with interest thereon at
the rate specified for the Junior Subordinated Debentures, compounded quarterly
to the extent permitted by applicable law ("Compounded Interest"), and
corresponding distributions will be paid by the Trust on the Trust Securities.
All references herein to interest shall include Compounded Interest unless
otherwise stated. There could be multiple Extension Periods of varying lengths
(up to six Extension Periods of 20 consecutive quarterly interest periods each
or more numerous shorter Extension Periods) throughout the term of the Junior
Subordinated Debentures, provided that no Extension Period may extend beyond the
maturity of the Junior Subordinated Debentures. During any such Extension
Period, Ford may not declare or pay dividends on, or redeem, purchase, acquire
or make a distribution or liquidation payment with respect to, any of its common
stock or preferred stock or any other securities similar to the Preferred
Securities or the Junior Subordinated Debentures or make any guarantee payments
with respect thereto; provided that Ford will be permitted to pay dividends (and
cash in lieu of fractional shares) upon the conversion, other than at the option
of Ford, of any of its preferred stock, including its Series A Cumulative
Convertible Preferred Stock, in accordance with the terms of such stock. Any
Extension Period with respect to payment of interest on the Junior Subordinated
Debentures, other debt securities of Ford under the Indenture or on any similar
securities will apply to all such securities and will also apply to
distributions with respect to the Preferred Securities and all other securities
with similar terms. See "Risk Factors and Special Considerations Relating to the
Offer", "Description of the Preferred Securities -- Distributions", "Description
of the Junior Subordinated Debentures -- Interest" and "-- Option to Extend
Interest Payment Period".
The obligations of Ford under the Junior Subordinated Debentures are
unsecured obligations of Ford and will be subordinate and junior in right of
payment, to the extent set forth herein, to all Senior Indebtedness (as defined
herein) of Ford, except obligations and securities made pari passu or
subordinate by their terms, but senior to all capital stock now existing or
hereafter issued by Ford and to any guarantee now or hereafter entered into by
Ford in respect of its capital stock. Ford's obligations under the Preferred
Securities Guarantee (as defined herein) are unsecured and will rank (i)
subordinate and junior in right of payment to all Senior Indebtedness of Ford,
and to the Junior Subordinated Debentures, and (ii) senior to all capital stock
now or hereafter issued by Ford and to any guarantee now or hereafter entered
into by Ford in respect of its capital stock.
The payment of distributions out of moneys held by the Trust and payments
on liquidation of the Trust and the redemption of Preferred Securities, as set
forth below, are guaranteed by Ford on a subordinated basis as and to the extent
described herein (the "Preferred Securities Guarantee"). See "Description of the
Preferred Securities Guarantee". The Preferred Securities Guarantee covers
distributions and other payments on the Preferred Securities only if and to the
extent that Ford has made a payment of interest or principal on
iii
<PAGE> 6
the Junior Subordinated Debentures deposited in the Trust as trust assets. The
Preferred Securities Guarantee, when taken together with Ford's obligations
under the Junior Subordinated Debentures and the Indenture and its obligations
under the Declaration, including its obligation to pay costs, expenses and
certain liabilities of the Trust, constitutes a full and unconditional guarantee
of amounts due on the Preferred Securities.
For a description of redemption rights with respect to the Preferred
Securities, the possible dissolution of the Trust and distribution of Junior
Subordinated Debentures held by the Trust to holders of the Trust Securities and
the liquidation amount on the Preferred Securities, see "Risk Factors and
Special Considerations Relating to the Offer", "Description of the Preferred
Securities -- Special Event Redemption or Distribution", "-- Liquidation
Distribution Upon Dissolution" and "Description of the Junior Subordinated
Debentures".
The Depositary Shares are listed and principally traded on the NYSE under
the symbol "F Pr B". On September 19, 1995, the last full day of trading prior
to the first public announcement of the Offer, the closing sales price of the
Depositary Shares on the NYSE as reported on the Composite Tape was $27 1/2 per
share. The closing sales price of the Depositary Shares on the NYSE on November
1, 1995 was $27 per share. HOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS
FOR THE DEPOSITARY SHARES. To the extent that Depositary Shares are tendered and
accepted in the Offer, the terms on which untendered Depositary Shares could
subsequently be sold could be adversely affected. See "Listing and Trading of
Preferred Securities and Depositary Shares".
Ford will pay to Soliciting Dealers (as defined herein) designated by the
record or beneficial owner, as appropriate, of Depositary Shares a solicitation
fee of $0.50 per Depositary Share validly tendered and accepted for exchange
pursuant to the Offer, subject to certain conditions. Soliciting Dealers are not
entitled to a solicitation fee for Depositary Shares beneficially owned by such
Soliciting Dealer. See "The Offer -- Dealer Managers; Soliciting Dealers".
iv
<PAGE> 7
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY FORD, THE TRUST, THE TRUSTEES OR THE
DEALER MANAGERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF FORD OR THE TRUST SINCE THE RESPECTIVE DATES AS
OF WHICH INFORMATION IS GIVEN HEREIN. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF DEPOSITARY SHARES IN ANY
JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, FORD AND THE
TRUST MAY, AT THEIR DISCRETION, TAKE SUCH ACTION AS THEY MAY DEEM NECESSARY TO
MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF
DEPOSITARY SHARES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES LAWS
OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER IS BEING MADE ON BEHALF OF THE TRUST BY THE DEALER MANAGERS OR
ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
AVAILABLE INFORMATION
Ford is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). As used herein, "Ford" refers to Ford Motor Company and its
subsidiaries unless the context otherwise requires. Such reports and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material can also be inspected
and copied at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a registration statement on Form S-4
(together with all amendments and exhibits, the "Registration Statement") filed
by Ford and the Trust with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. The
information so omitted may be obtained from the Commission's principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission.
Statements contained herein concerning the provisions of any document do not
purport to be complete and, in each instance, are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is subject
to and qualified in its entirety by such reference. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to Ford, the Trust and the securities offered hereby.
No separate financial statements of the Trust have been included or
incorporated by reference herein. Ford and the Trust do not consider that such
financial statements would be material to holders of Preferred Securities
because the Trust is a newly-formed special purpose entity, has no operating
history, has no independent operations and is not engaged in, and does not
propose to engage in, any activity other than its holding as trust assets the
Junior Subordinated Debentures of Ford and its issuance of Trust Securities. The
Trust anticipates that it will not be required to file with the Commission or to
distribute to holders of Preferred Securities periodic reports regarding the
Trust. See "Ford Motor Company Capital Trust I", "Description of the Preferred
Securities", "Description of the Preferred Securities Guarantee" and
"Description of the Junior Subordinated Debentures". The Trust is a statutory
business trust formed under the laws of the State of Delaware. Ford, as of the
date hereof, beneficially owns all of the beneficial interests in the Trust.
1
<PAGE> 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford's Annual Report on Form 10-K for the year ended December 31, 1994
("Ford's 1994 10-K Report"), Ford's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995, respectively ("Ford's 10-Q
Reports") and Ford's Current Reports on Form 8-K dated February 1, 1995,
February 7, 1995, April 4, 1995, April 19, 1995, July 19, 1995, October 12, 1995
and October 18, 1995 have been filed with the Commission and are incorporated
herein by reference.
All documents filed by Ford pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
Expiration Date shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified and
superseded, to constitute a part of this Prospectus.
Ford undertakes to provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference in this Prospectus, other than exhibits to
such documents. Written or telephonic requests for such documents should be
directed to Ford Motor Company, The American Road, Dearborn, Michigan 48121,
Attention: Stockholder Relations Department (telephone number 313-845-8540). In
order to assure timely delivery of the documents, any request should be made not
later than five business days prior to the Expiration Date.
------------------------
THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
------------------------
The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus: Autolatina-Comercio,
Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint
venture between Ford and Volkswagen AG in which Ford has a 49% ownership
interest. Autolatina occasionally sells vehicles to persons located in Cuba.
Each such sale is made pursuant to a specific license granted to Ford by the
U.S. Department of Treasury. The last such sale, which involved one medical
supply vehicle, was made to Cubanacan in April 1991. Current information
concerning Autolatina's or its Ford-related affiliates' business dealings with
the government of Cuba or with persons located in Cuba may be obtained from the
State of Florida Department of Banking and Finance at The Capitol Building,
Suite 1401, Tallahassee, Florida 32399-0350 (telephone number 904-488-0545).
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................................. 1
Incorporation of Certain Documents by Reference....................................... 2
Prospectus Summary.................................................................... 4
Risk Factors and Special Considerations Relating to the Offer......................... 15
Comparison of Preferred Securities and Depositary Shares.............................. 19
Ford Motor Company.................................................................... 22
Capitalization........................................................................ 23
Selected Financial Data and Other Data of Ford........................................ 24
Financial Review of Ford and Recent Developments...................................... 25
Industry Data and Market Share of Ford................................................ 27
Ratio of Earnings to Fixed Charges.................................................... 27
Ford Motor Company Capital Trust I.................................................... 28
The Offer............................................................................. 31
Listing and Trading of Preferred Securities and Depositary Shares..................... 39
Transactions and Arrangements Concerning the Offer.................................... 39
Fees and Expenses; Transfer Taxes..................................................... 39
Price Range of Depositary Shares...................................................... 40
Description of the Preferred Securities............................................... 41
Description of the Preferred Securities Guarantee..................................... 51
Description of the Junior Subordinated Debentures..................................... 53
Description of the Series B Preferred and Depositary Shares........................... 60
Relationship Between the Preferred Securities, the Junior Subordinated Debentures and
the Preferred Securities Guarantee.................................................. 65
Taxation.............................................................................. 66
Legal Matters......................................................................... 69
Experts............................................................................... 70
ERISA Considerations.................................................................. 70
</TABLE>
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PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified in
its entirety by the detailed information contained elsewhere in, or incorporated
by reference in, this Prospectus.
FORD MOTOR COMPANY
Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the
second-largest producer of cars and trucks in the world, and ranks among the
largest providers of financial services in the United States.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
The Financial Services segment is comprised of the following direct
subsidiaries, the activities of which include financing operations, vehicle and
equipment leasing and insurance operations: Ford Motor Credit Company ("Ford
Credit"), Ford Credit Europe plc ("Ford Credit Europe"), Ford Holdings, Inc.
("Ford Holdings"), The Hertz Corporation ("Hertz") and Granite Management
Corporation (formerly First Nationwide Financial Corporation) ("Granite"). Ford
Holdings is a holding company that owns primarily Associates First Capital
Corporation ("The Associates"), USL Capital Corporation (formerly United States
Leasing International, Inc.)("USL Capital") and The American Road Insurance
Company ("American Road"). In addition, there are a number of international
affiliates not listed above that are consolidated in the total Financial
Services results, but are managed by either Ford Credit (which manages Ford
Credit Europe, as well as other international affiliates), The Associates or USL
Capital.
FORD MOTOR COMPANY CAPITAL TRUST I
Ford Motor Company Capital Trust I is a statutory business trust that was
formed under the Delaware Business Trust Act (the "Business Trust Act") on
September 19, 1995. The Trust's original declaration of trust will be amended
and restated in its entirety as of the date the Trust accepts Depositary Shares
in the Offer (as so amended and restated, the "Declaration") substantially in
the form filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. See "The Offer -- Terms of the Offer" and "--
Acceptance of Shares and Proration" for information regarding the Trust's
acceptance of Depositary Shares in the Offer. The Declaration will be qualified
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Upon issuance of the Preferred Securities, the holders thereof will own all the
issued and outstanding Preferred Securities. Ford has agreed to acquire Common
Securities in an amount equal to at least 3% of the total capital of the Trust
and will own, directly or indirectly, all the issued and outstanding Common
Securities. The Preferred Securities and the Common Securities will have
equivalent terms; provided that (i) if an Event of Default under the Declaration
occurs and is continuing, the holders of Preferred Securities will have a
priority over the holders of the Common Securities with respect to payments of
distributions and payments upon liquidation, redemption or otherwise and (ii)
holders of Common Securities have the exclusive right (subject to the terms of
the Declaration) to appoint, replace or remove Trustees and to increase or
decrease the number of Trustees.
The number of trustees (the "Trustees") of the Trust shall initially be
five. Three of the Trustees (the "Regular Trustees") are individuals who are
employees or officers of Ford. The fourth trustee is The Bank of New York (the
"Institutional Trustee"), which will act as the indenture trustee under the
Declaration for purposes of the Trust Indenture Act and will serve as the
Indenture Trustee (as defined herein) under the Indenture (as defined herein)
for the Junior Subordinated Debentures and the Guarantee Trustee (as defined
herein) under the Preferred Securities Guarantee. The fifth trustee is The Bank
of New York (Delaware) (the "Delaware Trustee"), which has its principal place
of business in the State of Delaware. Pursuant to the Declaration, the
Institutional Trustee will have the power to exercise all rights, powers and
privileges under the Indenture pursuant to which the Junior Subordinated
Debentures will be issued. The Institutional Trustee,
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<PAGE> 11
acting on behalf of the Trust, will promptly make distributions to the holders
of the Trust Securities out of funds in the Trust. The Preferred Securities
Guarantee, which will be separately qualified under the Trust Indenture Act,
will be held by The Bank of New York, acting in its separate capacity as
indenture trustee with respect to the Preferred Securities Guarantee, for the
benefit of the holders of the Preferred Securities. As used in this Prospectus,
the term "Institutional Trustee" refers to The Bank of New York acting either in
its capacity as the trustee under the Declaration or in its capacity as
indenture trustee under, and the holder of, the Preferred Securities Guarantee,
as the context may require.
The Trust exists for the purpose of (a) issuing (i) its Preferred
Securities in exchange for Depositary Shares validly tendered in the Offer and
delivering such Depositary Shares to Ford in consideration for the deposit by
Ford of Junior Subordinated Debentures, having an aggregate stated principal
amount equal to the aggregate stated liquidation amount of such Preferred
Securities, in the Trust as trust assets, and (ii) its Common Securities to Ford
in exchange for cash and investing the proceeds thereof in an equivalent amount
of Junior Subordinated Debentures and (b) engaging in such other activities as
are necessary and incidental thereto. The rights of the holders of the Trust
Securities, including economic rights, rights to information and voting rights,
are as set forth in the Declaration, the Business Trust Act and the Trust
Indenture Act. See "Ford Motor Company Capital Trust I" and "Description of the
Preferred Securities". The Declaration does not permit the incurrence by the
Trust of any indebtedness for borrowed money or the making of any investment
other than in the Junior Subordinated Debentures. In the Declaration, Ford has
agreed to pay for all debts and obligations (other than with respect to the
Trust Securities) and all costs and expenses of the Trust, including the fees
and expenses of the Trustees and any income taxes, duties and other governmental
charges, and all costs and expenses with respect thereto, to which the Trust may
become subject, except for United States withholding taxes. See "Risk Factors
and Special Considerations Relating to the Offer", "Ford Motor Company Capital
Trust I" and "Description of the Preferred Securities".
CERTAIN POTENTIAL BENEFITS AND RISKS TO INVESTORS
Prospective investors should carefully review the information contained
elsewhere in this Prospectus prior to making a decision regarding the Offer and
should particularly consider the following matters:
POTENTIAL BENEFITS TO EXCHANGING HOLDERS
- The cash distributions rate on the Preferred Securities will be 75 basis
points greater than the dividend rate on the Depositary Shares. See "Comparison
of Preferred Securities and Depositary Shares".
- Although the obligations of Ford under the Junior Subordinated Debentures
and the Preferred Securities Guarantee are unsecured and will be subordinated
and junior in right of payment to all Senior Indebtedness of Ford, they will be
senior to all capital stock of Ford now or hereafter issued by Ford (including
the Depositary Shares).
- While no dividends are required to be paid with respect to the Depositary
Shares, interest payments on the Junior Subordinated Debentures and therefore
distributions on the Preferred Securities may not be deferred for more than 20
consecutive quarterly interest periods. Any Extension Period with respect to
payment of interest on the Junior Subordinated Debentures will also apply to
distributions with respect to the Preferred Securities and all other securities
with similar terms. Moreover, Ford may defer interest payments on the Junior
Subordinated Debentures only if it does not declare or pay dividends on, or
redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its common stock or preferred stock (except under certain
circumstances). See "Description of the Preferred Securities". However, to date,
Ford has made each quarterly dividend payment with respect to the Depositary
Shares on the scheduled dividend payment date, and dividends on the Series B
Preferred accrue whether or not such dividends are declared. See "Description of
the Series B Preferred and Depositary Shares -- Series B Preferred --
Dividends".
- The Offer will allow Ford to achieve certain tax efficiencies because, in
contrast to dividend payments with respect to the Depositary Shares which are
not deductible by Ford, Ford will be able to deduct interest
5
<PAGE> 12
payments on the Junior Subordinated Debentures for United States federal income
tax purposes. See "The Offer -- Purpose of the Offer".
- So long as payments of interest and other payments are made when due on
the Junior Subordinated Debentures, such payments will be sufficient to cover
cash distributions and other payments made on the Preferred Securities (and the
Common Securities) because (i) the aggregate principal amount of Junior
Subordinated Debentures deposited as trust assets will be equal to the sum of
(x) the aggregate stated liquidation amount of the Preferred Securities issued
by the Trust in exchange for the Depositary Shares accepted in the Offer and (y)
the amount of proceeds received by the Trust from the issuance of the Common
Securities to Ford, which proceeds will be used by the Trust to purchase an
equal principal amount of Junior Subordinated Debentures, (ii) the interest rate
and interest and other payment dates on the Junior Subordinated Debentures will
match the distribution rate and distribution and other payment dates for the
Trust Securities, (iii) the Declaration provides that Ford shall pay for all
debts and obligations (other than with respect to the Trust Securities) and all
costs and expenses of the Trust, and (iv) the Declaration further provides that
the Trustees shall not permit the Trust to, among other things, engage in any
activity that is not consistent with the purposes of the Trust. See "Ford Motor
Company Capital Trust I", "Description of the Preferred Securities",
"Description of the Junior Subordinated Debentures" and "Relationship Between
the Preferred Securities, the Junior Subordinated Debentures and the Preferred
Securities Guarantee".
- The Trust will have no independent operations and will exist for the sole
purpose of effecting the Offer and issuing the Trust Securities as described
herein and owning and holding the Junior Subordinated Debentures. See "Ford
Motor Company Capital Trust I".
- The Institutional Trustee will have the power to exercise all rights,
powers and privileges under the Indenture with respect to the Junior
Subordinated Debentures, including its rights to enforce Ford's obligations
under the Junior Subordinated Debentures upon the occurrence of an Indenture
Event of Default, and will also have the right to enforce the Preferred
Securities Guarantee on behalf of the holders of the Preferred Securities. In
addition, the holders of the Preferred Securities will have certain rights to
direct the Institutional Trustee with respect to certain matters under the
Declaration and the Preferred Securities Guarantee. Any holder of Preferred
Securities may institute a legal proceeding against Ford to enforce the
Preferred Securities Guarantee. See "Description of the Preferred Securities"
and "Description of the Preferred Securities Guarantee".
POTENTIAL RISKS TO EXCHANGING HOLDERS
- Participation in the Offer will be a taxable event for holders of
Depositary Shares. See "Risk Factors and Special Considerations Relating to the
Offer -- Exchange of Depositary Shares for Preferred Securities is a Taxable
Event".
- The obligations of Ford under (i) the Junior Subordinated Debentures and
the Preferred Securities Guarantee are subordinate in right of payment to all
Senior Indebtedness of Ford, except obligations or securities made pari passu or
subordinate by their terms, and (ii) the Preferred Securities Guarantee is also
subordinate in right of payment to the Junior Subordinated Debentures. See "Risk
Factors and Special Considerations Relating to the Offer -- Ranking of
Subordinated Obligations under Preferred Securities Guarantee and Junior
Subordinated Debentures"; and "-- Trust Distributions Dependent on Ford's
Payments on Junior Subordinated Debentures".
- If Ford were to default in its obligation to pay amounts payable on the
Junior Subordinated Debentures, the Trust would lack available funds for the
payment of distributions or amounts payable on redemption of the Preferred
Securities or otherwise. In addition, the interest payment period on the Junior
Subordinated Debentures may be extended from time to time under certain
circumstances by Ford, in its sole discretion, for up to 20 consecutive
quarterly interest periods. See "Risk Factors and Special Considerations
Relating to the Offer -- Ranking of Subordinated Obligations under Preferred
Securities Guarantee and Junior Subordinated Debentures"; "-- Trust
Distributions Dependent on Ford's Payments on Junior Subordinated Debentures";
"-- Ford May Defer Interest Payments on Junior Subordinated Debentures";
6
<PAGE> 13
"-- Tax Consequences of Extension of Interest Payment Periods"; and "--
Potential Market Volatility During Extension Period".
- Should Ford not make interest or other payments on the Junior
Subordinated Debentures for any reason, including as a result of Ford's election
to defer payments of interest on the Junior Subordinated Debentures by extending
the interest payment period on the Junior Subordinated Debentures, the Trust
will not make distributions or other payments on the Trust Securities. In such
an event, holders of the Preferred Securities would not be able to rely on the
Preferred Securities Guarantee since the Preferred Securities Guarantee covers
distributions and other payments on the Preferred Securities only if and to the
extent that Ford has made a payment to the Trust of interest or principal on the
Junior Subordinated Debentures deposited in the Trust as trust assets. See "Risk
Factors and Special Considerations Relating to the Offer -- Trust Distributions
Dependent on Ford's Payments on Junior Subordinated Debentures".
- If Ford elects to defer payments of interest on the Junior Subordinated
Debentures by extending the interest period on the Junior Subordinated
Debentures, distributions on the Preferred Securities would also be deferred but
the Trust would continue to accrue interest income (as original issue discount)
in respect of such Junior Subordinated Debentures which would be taxable to
beneficial owners of Preferred Securities. As a result, beneficial owners of
Preferred Securities during an Extension Period would include their pro rata
share of the interest in gross income in advance of the receipt of cash. See
"Risk Factors and Special Considerations Relating to the Offer -- Tax
Consequences of Extension of Interest Payment Periods".
- Holders of Preferred Securities will have limited voting rights and will
not be able to appoint, remove or replace, or to increase or decrease the number
of, Trustees, which rights are vested exclusively in the Common Securities. See
"Risk Factors and Special Considerations Relating to the Offer -- Limited Voting
Rights" and "Description of the Preferred Securities -- Voting Rights". Holders
of Depositary Shares also have limited voting rights. However, with certain
exceptions, in the event that dividends on all series of preferred stock,
including the Series B Preferred, are in arrears and unpaid for such number of
dividend periods which shall in the aggregate contain not less than 540 days,
the Board of Directors of Ford is required to be increased by two directors and
the holders of Series B Preferred, together with the holders of all other series
of preferred stock then entitled to vote thereon, would be entitled to elect two
directors of the expanded board of directors. See "Description of the Series B
Preferred and Depositary Shares -- Series B Preferred -- Voting Rights".
- The Depositary Shares are redeemable on or after December 1, 2002, in
whole or in part, provided that Ford shall have issued an equivalent amount of
its common stock within the prior two years. The Preferred Securities are
redeemable on or after December 1, 2002, in whole or in part. Ford has issued
approximately $1.3 billion of its common stock between December 31, 1992 and
June 30, 1995.
- While the Depositary Shares are not redeemable prior to December 1, 2002,
the Junior Subordinated Debentures (and thus the Preferred Securities) in
certain circumstances will be redeemable prior to that date upon the occurrence
of a Tax Event (as defined herein). See "Risk Factors and Special Considerations
Relating to the Offer -- Special Event Redemption or Distribution".
- While dividends with respect to Depositary Shares are eligible for the
dividends received deduction for corporate holders, distributions on the
Preferred Securities are not eligible for the dividends received deduction for
corporate holders.
- While the Preferred Securities have been approved for listing on the
NYSE, subject to notice of issuance, the Preferred Securities are a new issue of
securities with no established trading market. In addition, liquidity of the
Preferred Securities will be affected by the number of Depositary Shares
exchanged in the Offer. See "Risk Factors and Special Considerations Relating to
the Offer -- Lack of Established Trading Market for Preferred Securities" and
"-- Reduced Trading Market for Depositary Shares".
- Under certain circumstances, Junior Subordinated Debentures could be
distributed to holders of Trust Securities. In such event, the Trust would be
dissolved and the holders would become holders of Junior Subordinated
Debentures. While Ford will use its best efforts in such a situation to have the
Junior Subordinated Debentures listed on the NYSE, there is no guarantee that
such listing will take place or that a
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<PAGE> 14
market will exist for such Junior Subordinated Debentures. See "Risk Factors and
Special Considerations Relating to the Offer -- Special Event Redemption or
Distribution."
POTENTIAL RISKS TO NON-EXCHANGING HOLDERS
- The liquidity and trading market for untendered Depositary Shares could
be adversely affected to the extent Depositary Shares are tendered and accepted
in the Offer. See "Risk Factors and Special Considerations Relating to the Offer
- -- Reduced Trading Market for Depositary Shares".
- The Junior Subordinated Debentures and the Preferred Securities Guarantee
will rank senior in right of payment to the untendered Depositary Shares. See
"Risk Factors and Special Considerations Relating to the Offer -- Ranking of
Subordinated Obligations Under Preferred Securities Guarantee and Junior
Subordinated Debentures".
THE OFFER
PURPOSE OF THE OFFER
The purpose of the Offer is to refinance the Depositary Shares with the
Preferred Securities to achieve certain tax efficiencies while preserving Ford's
flexibility with respect to future financings. This refinancing will permit Ford
to deduct interest payable on the Junior Subordinated Debentures for United
States federal income tax purposes; dividends payable on the Depositary Shares
are not deductible. See "The Offer -- Purpose of the Offer".
TERMS OF THE OFFER
Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Trust hereby offers to exchange its Preferred
Securities for up to 44,600,000 of the outstanding Depositary Shares of Ford.
Exchanges will be made on the basis of one Preferred Security for each
Depositary Share validly tendered and accepted for exchange in the Offer. See
"The Offer -- Terms of the Offer".
EXPIRATION DATE; WITHDRAWALS
Upon the terms and conditions of the Offer, including the provisions
relating to proration described herein, the Trust will accept for exchange up to
44,600,000 Depositary Shares validly tendered and not withdrawn prior to 12:00
Midnight, New York City time, on December 8, 1995, or if the Offer is extended
by the Trust, in its sole discretion, the latest date and time to which the
Offer has been extended (the "Expiration Date"). Tenders of Depositary Shares
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date
and, unless accepted for exchange by the Trust, may be withdrawn at any time
after 40 Business Days (as defined herein) after the date of this Prospectus.
Depositary Shares not accepted because of proration will be returned to the
tendering holders at the Trust's expense as promptly as practicable following
the Expiration Date. A "Business Day" shall mean any day other than a day on
which banking institutions in The City of New York are authorized or required by
law to close. See "The Offer -- Expiration Date; Extensions; Amendments;
Termination", "-- Withdrawal of Tenders" and "-- Acceptance of Shares and
Proration". Tenders must be made to the Exchange Agent in order to be valid.
CONDITIONS TO THE OFFER; EXTENSIONS; AMENDMENTS; TERMINATION
Consummation of the Offer is conditioned on, among other things, (i)
receipt of at least 12,000,000 validly tendered Depositary Shares, which
condition may be waived by the Trust, and (ii) tenders by a sufficient number of
holders of Depositary Shares to meet the Minimum Distribution Condition, which
condition may not be waived. See "The Offer -- Conditions to the Offer" and "--
Expiration Date; Extensions; Amendments; Termination".
The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Depositary Shares and promptly return all Depositary Shares, upon the
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<PAGE> 15
failure of any of the conditions specified above, (ii) waive any condition to
the Offer (other than the Minimum Distribution Condition) and accept all
Depositary Shares previously tendered pursuant to the Offer, (iii) extend the
Expiration Date of the Offer and retain all Depositary Shares tendered pursuant
to the Offer until the Expiration Date, subject, however, to all withdrawal
rights of holders, see "The Offer -- Withdrawal of Tenders", (iv) amend the
terms of the Offer or (v) modify the form of the consideration to be paid
pursuant to the Offer. Any amendment applicable to the Offer will apply to all
Depositary Shares tendered pursuant to the Offer. The minimum period during
which the Offer must remain open following material changes in the terms of the
Offer or the information concerning the Offer, other than a change in the
percentage of securities sought or the price, depends upon the facts and
circumstances, including the relative materiality of such terms or information.
See "The Offer -- Conditions to the Offer" and "-- Expiration Date; Extensions;
Amendments; Termination".
PROCEDURES FOR TENDERING
Each Holder of Depositary Shares wishing to participate in the Offer must
(i) properly complete and sign the Letter of Transmittal or a facsimile thereof
(all references in this Prospectus to the Letter of Transmittal shall be deemed
to include a facsimile thereof) in accordance with the instructions contained
herein and in the Letter of Transmittal, together with any required signature
guarantees, and deliver the same to Chemical Bank, as Exchange Agent, at one of
its addresses set forth on the back cover page hereof, prior to the Expiration
Date and either (a) certificates for the Depositary Shares must be received by
the Exchange Agent at such address or (b) such Depositary Shares must be
transferred pursuant to the procedures for book-entry transfer described herein
and a confirmation of such book-entry transfer must be received by the Exchange
Agent, in each case prior to the Expiration Date, or (ii) comply with the
guaranteed delivery procedures described herein. See "The Offer -- Procedures
for Tendering".
IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS OF DEPOSITARY SHARES MUST
SUBMIT A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER PROCEDURES FOR
TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER
OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE.
LETTERS OF TRANSMITTAL, DEPOSITARY SHARES AND ANY OTHER REQUIRED DOCUMENTS
SHOULD BE SENT ONLY TO THE EXCHANGE AGENT -- -- NOT TO FORD, THE TRUST, THE
DEALER MANAGERS OR THE INFORMATION AGENT.
SPECIAL PROCEDURE FOR BENEFICIAL OWNERS
Any beneficial owner whose Depositary Shares are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender such Depositary Shares should contact such registered Holder promptly
and instruct such registered Holder to tender on such beneficial owner's behalf.
If such beneficial owner wishes to tender on its own behalf, such owner must,
prior to completing and executing a Letter of Transmittal and delivering its
Depositary Shares, either make appropriate arrangements to register ownership of
the Depositary Shares in such owner's name or obtain a properly completed stock
power from the registered Holder. The transfer of registered ownership may take
considerable time and may not be able to be completed prior to the Expiration
Date. See "The Offer -- Procedures for Tendering -- Special Procedure for
Beneficial Owners".
GUARANTEED DELIVERY PROCEDURES
If a Holder desires to accept the Offer and time will not permit a Letter
of Transmittal or Depositary Shares to reach the Exchange Agent before the
Expiration Date or the procedure for book-entry transfer cannot be completed on
a timely basis, a tender may be effected in accordance with the guaranteed
delivery procedures set forth in "The Offer -- Procedures for Tendering --
Guaranteed Delivery".
ACCEPTANCE OF SHARES AND PRORATION
Upon the terms and subject to the conditions of the Offer, including the
Minimum Distribution Condition, if 44,600,000 or fewer Depositary Shares have
been validly tendered and not withdrawn prior to the
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<PAGE> 16
Expiration Date, the Trust will accept for exchange all such Depositary Shares.
Upon the terms and subject to the conditions of the Offer, if more than
44,600,000 Depositary Shares (or, if decreased as described herein, such lesser
number as the Trust may elect to purchase pursuant to the Offer) have been
validly tendered and not withdrawn prior to the Expiration Date, the Trust will
accept for exchange Depositary Shares from each tendering Holder on a pro rata
basis, subject to adjustment to avoid the acceptance for exchange of fractional
shares.
If the Trust decides, in its sole discretion, to increase or decrease the
number of Depositary Shares sought in the Offer or to increase or decrease the
consideration offered to holders of Depositary Shares, and if the Offer is
scheduled to expire less than ten Business Days from and including the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in "The Offer -- Terms of the Offer" and "-- Expiration Date;
Extensions; Amendments; Termination", then the Offer will remain open for a
minimum of ten Business Days from and including the date of such notice.
All Depositary Shares not accepted pursuant to the Offer, including shares
not purchased because of proration, will be returned to the tendering Holders at
the Trust's expense as promptly as practicable following the Expiration Date.
DELIVERY OF PREFERRED SECURITIES
Subject to the terms and conditions of the Offer, the delivery of the
Preferred Securities to be issued pursuant to the Offer will occur as promptly
as practicable following the Expiration Date. See "The Offer -- Terms of the
Offer" and "-- Expiration Date; Extensions; Amendments; Termination".
If proration of tendered Depositary Shares is required, because of the
difficulty in determining the number of Depositary Shares validly tendered
(including shares tendered by the guaranteed delivery procedures described in
"The Offer -- Procedures for Tendering"), the Trust does not expect that it
would be able to announce the final proration factor or to commence the exchange
for any shares of Depositary Shares pursuant to the Offer until approximately
five Business Days after the Expiration Date. Preliminary results of the
proration will be announced by press release as promptly as practicable after
the Expiration Date. Holders of Depositary Shares may obtain such preliminary
information from the Dealer Managers or the Information Agent and may also be
able to obtain such information from their brokers.
Until the final proration factors are known, the Trust will not issue any
Preferred Securities in exchange for any Depositary Shares accepted for exchange
pursuant to the Offer or return Depositary Shares delivered to the Exchange
Agent but not tendered or return Depositary Shares tendered but not accepted for
exchange because of proration.
DESCRIPTION OF PREFERRED SECURITIES AND JUNIOR SUBORDINATED DEBENTURES
The Preferred Securities evidence preferred undivided beneficial interests
in the assets of the Trust and will have terms equivalent to the Common
Securities; provided that (i) if an Event of Default under the Declaration
occurs and is continuing, the holders of Preferred Securities will have a
priority over holders of the Common Securities with respect to payments in
respect of distributions and payments upon liquidation, redemption or otherwise
and (ii) holders of Common Securities have the exclusive right (subject to the
terms of the Declaration) to appoint, remove and replace Trustees and to
increase or decrease the number of Trustees. The Declaration does not permit the
issuance by the Trust of any securities or beneficial interests in the assets of
the Trust other than the Preferred Securities and the Common Securities, the
incurrence of any indebtedness for borrowed money by the Trust or the making of
any investments other than in the Junior Subordinated Debentures. The
Declaration defines an event of default with respect to the Trust Securities (an
"Event of Default") as, among other things, the occurrence and continuance of an
"event of default" under the Indenture with respect to the Junior Subordinated
Debentures (an "Indenture Event of Default").
Periodic cash distributions on each Preferred Security will be fixed at a
rate per annum of 9% of the stated liquidation amount of $25 per Preferred
Security. Distributions in arrears will bear interest thereon at the rate per
annum of 9%, compounded quarterly to the extent permitted by applicable law.
Distributions on
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the Preferred Securities will be cumulative, will accrue from the Accrual Date
and, except as otherwise described herein, will be made quarterly in arrears, on
the last day of March, June, September and December of each year, commencing on
December 31, 1995, but only if and to the extent that interest payments are made
in respect of the Junior Subordinated Debentures held by the Trust. In addition,
holders of Preferred Securities will be entitled to an additional cash
distribution at the rate of 8.25% per annum of the liquidation amount thereof
from December 1, 1995 through the Expiration Date in lieu of dividends
accumulating and unpaid after December 1, 1995 on their Depositary Shares
accepted for exchange, such additional distribution to be made on December 31,
1995 to holders of the Preferred Securities on the record date for such
distribution.
The distribution rate and the distribution and other payment dates for the
Preferred Securities will correspond to the interest rate and the interest and
other payment dates on the Junior Subordinated Debentures deposited in the Trust
as trust assets. As a result, if principal or interest is not paid on the Junior
Subordinated Debentures, including as a result of Ford's election to extend the
interest payment period on the Junior Subordinated Debentures as described
below, the Trust will not make payments on the Trust Securities. The Junior
Subordinated Debentures provide that, so long as Ford shall not be in default in
the payment of interest on the Junior Subordinated Debentures, Ford has the
right under the Indenture to defer payments of interest on the Junior
Subordinated Debentures by extending the interest payment period from time to
time on the Junior Subordinated Debentures for an Extension Period and, as a
consequence, quarterly distributions on the Preferred Securities would not be
made (but would continue to accrue with interest thereon at the rate of 9% per
annum, compounded quarterly to the extent permitted by applicable law) by the
Trust during any such Extension Period. During an Extension Period, Ford may not
declare or pay dividends on, or redeem, purchase, acquire or make a distribution
or liquidation payment with respect to, any of its common stock or preferred
stock or any other securities similar to the Preferred Securities or the Junior
Subordinated Debentures or make any guarantee payments with respect thereto;
provided that Ford will be permitted to pay dividends (and cash in lieu of
fractional shares) upon the conversion, other than at the option of Ford, of any
of its preferred stock, including Series A Cumulative Convertible Preferred
Stock, in accordance with the terms of such stock. Any Extension Period with
respect to payment of interest on the Junior Subordinated Debentures will also
apply to distributions with respect to the Preferred Securities and all other
securities with similar terms. Prior to the termination of any such Extension
Period, Ford may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed 20 consecutive quarterly interest periods. Upon the termination
of any Extension Period and the payment of all amounts then due, Ford may
commence a new Extension Period, subject to the above requirements. Ford may
also pay on any Interest Payment Date (as defined herein) all or any portion of
the interest accrued during an Extension Period. Consequently, there could be
multiple Extension Periods of varying lengths (up to six Extension Periods of 20
consecutive quarterly interest periods each or more numerous shorter Extension
Periods) throughout the term of the Junior Subordinated Debentures, provided
that no Extension Period may extend beyond the maturity of the Junior
Subordinated Debentures. See "Risk Factors and Special Considerations Relating
to the Offer", "-- Trust Distributions Dependent on Ford's Payments on Junior
Subordinated Debentures" and "-- Ford May Defer Interest Payments on Junior
Subordinated Debentures" and "Description of the Junior Subordinated Debentures
- -- Interest" and "-- Option to Extend Interest Payment Period".
Ford shall give the Institutional Trustee notice of its selection of such
Extension Period ten Business Days prior to the earlier of (i) the date the
distributions on the Preferred Securities are payable or (ii) the date the Trust
is required to give notice to the NYSE or other applicable self-regulatory
organization or to holders of the Preferred Securities of the record date or the
date such distribution is payable, but in any event not less than one Business
Day prior to such record date. The Trust shall give notice of Ford's selection
of such Extension Period to the holders of the Preferred Securities. See
"Description of the Junior Subordinated Debentures -- Option to Extend Interest
Payment Period".
There will be deposited in the Trust as trust assets (i) Junior
Subordinated Debentures having an aggregate principal amount equal to the
aggregate stated liquidation amount of the Preferred Securities issued by the
Trust in exchange for the Depositary Shares accepted in the Offer and (ii)
Junior Subordinated
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<PAGE> 18
Debentures having an aggregate principal amount equal to the amount of proceeds
received by the Trust from the sale of the Common Securities to Ford. Under the
Declaration, if and to the extent Ford does make interest payments on the Junior
Subordinated Debentures deposited in the Trust as trust assets, the
Institutional Trustee is obligated to make distributions promptly on the
Preferred Securities. The payment of distributions on the Preferred Securities
and payments on liquidation of the Trust and the redemption of Preferred
Securities, as set forth below, in each case out of moneys held by the Trust,
are guaranteed by Ford on a subordinated basis as and to the extent set forth
under "Description of the Preferred Securities Guarantee". The Preferred
Securities Guarantee covers distributions and other payments on the Preferred
Securities only if and to the extent that Ford has made a payment to the Trust
of interest or principal on the Junior Subordinated Debentures deposited in the
Trust as trust assets. The Preferred Securities Guarantee, when taken together
with Ford's obligations under the Junior Subordinated Debentures and the
Indenture and its obligations under the Declaration, including its obligation to
pay costs, expenses and certain liabilities of the Trust, constitutes a full and
unconditional guarantee of amounts due on the Preferred Securities.
The Preferred Securities and Common Securities are redeemable on a Pro Rata
Basis (as defined below) from time to time, in whole or in part, to the same
extent as the Junior Subordinated Debentures are redeemed by Ford, at any time
on or after December 1, 2002, upon not less than 10 nor more than 60 days'
notice, at $25 per Preferred Security plus accrued and unpaid distributions
thereon to the date of redemption (the "Redemption Price"), including
distributions accrued as a result of Ford's election to defer payments of
interest on the Junior Subordinated Debentures, payable in cash. The Preferred
Securities will be redeemed upon the maturity or earlier redemption of the
Junior Subordinated Debentures. See "Description of the Preferred Securities --
Mandatory Redemption". As used in this Prospectus, the term "Pro Rata Basis"
shall mean pro rata to each holder of Trust Securities according to the
aggregate liquidation amount of the Trust Securities held by the relevant holder
in relation to the aggregate liquidation amount of all Trust Securities
outstanding unless, in relation to a payment, an Event of Default under the
Declaration has occurred and is continuing, in which case any funds available to
make such payment shall be paid first to each holder of the Preferred Securities
pro rata according to the aggregate liquidation amount of the Preferred
Securities held by the relevant holder in relation to the aggregate liquidation
amount of all Preferred Securities outstanding, and, only after satisfaction of
all amounts owed to the holders of the Preferred Securities, to each holder of
Common Securities pro rata according to the aggregate liquidation amount of the
Common Securities held by the relevant holder in relation to the aggregate
liquidation amount of all the Common Securities outstanding.
In addition, upon the occurrence and during the continuation of a Tax Event
or an Investment Company Event (each as hereinafter defined) arising from a
change in law or a change in legal interpretation or other specified
circumstances, the Trust shall, unless the Junior Subordinated Debentures are
redeemed in the limited circumstances described below and subject to certain
other limited exceptions, be dissolved, with the result that the Junior
Subordinated Debentures will be distributed to the holders of the Preferred
Securities and the Common Securities on a Pro Rata Basis, in lieu of any cash
distribution. In the case of a Tax Event, Ford will have the right in certain
circumstances to redeem the Junior Subordinated Debentures at any time, in which
event the Trust will redeem the Trust Securities on a Pro Rata Basis to the same
extent as the Junior Subordinated Debentures are redeemed. If the Junior
Subordinated Debentures are distributed to the holders of the Trust Securities,
Ford will use its best efforts to have the Junior Subordinated Debentures listed
on the NYSE or on such other exchange as the Preferred Securities are then
listed. See "Description of the Preferred Securities -- Special Event Redemption
or Distribution".
The Junior Subordinated Debentures will be issued pursuant to an indenture,
to be dated as of December 1, 1995 (as supplemented by the First Supplemental
Indenture (the "First Supplemental Indenture") to be dated as of December 1,
1995, (the "Indenture")) between Ford and The Bank of New York as trustee (the
"Indenture Trustee"). See "Description of the Junior Subordinated Debentures".
The Junior Subordinated Debentures will mature on December 31, 2025 and will
bear interest at an annual rate of 9% from the Accrual Date. Interest will be
payable quarterly in arrears on the last day of March, June, September and
December of each year, commencing on December 31, 1995; provided that, as
described above, so long as Ford shall not be in default in the payment of
interest on the Junior Subordinated Debentures, Ford shall have the right to
extend the interest payment period from time to time for a period not exceeding
20 consecutive quarterly interest periods. Ford has no current
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<PAGE> 19
intention of exercising its right to extend an interest payment period. However,
should Ford determine to exercise such right in the future, the market price of
the Preferred Securities is likely to be affected. See "Risk Factors and Special
Considerations Relating to the Offer" and "Description of the Junior
Subordinated Debentures -- Option to Extend Interest Payment Period".
The Junior Subordinated Debentures will also accrue interest at the rate of
8.25% per annum of the principal amount thereof from December 1, 1995 through
the Expiration Date, payable at the time of the first interest payment on the
Junior Subordinated Debentures to holders of the Junior Subordinated Debentures
on the record date for such distribution. No extension of interest will be
permitted with respect to interest accruing from December 1, 1995 through the
Expiration Date.
Ford shall have the right to redeem the Junior Subordinated Debentures, in
whole or in part, from time to time, on or after December 1, 2002, upon not less
than 10 nor more than 60 days' notice, at a redemption price equal to 100% of
the principal amount to be redeemed, plus any accrued and unpaid interest to the
redemption date, including interest accrued as a result of Ford's election to
defer payments of interest on the Junior Subordinated Debentures, payable in
cash. In addition, upon the occurrence of a Tax Event, Ford will also have the
right if certain conditions are met to redeem the Junior Subordinated Debentures
at any time. If Ford redeems the Junior Subordinated Debentures, then the Trust
will redeem the Trust Securities on a Pro Rata Basis to the same extent as the
Junior Subordinated Debentures are redeemed.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Depositary Shares for Preferred Securities pursuant to the
Offer will be a taxable event. Gain or loss generally will be recognized in an
amount equal to the difference between the fair market value on the Expiration
Date of the holder's pro rata share of the Junior Subordinated Debentures
represented by the Preferred Securities received in the exchange and the
exchanging Holder's tax basis in the Depositary Shares surrendered. For this
purpose, the fair market value of the Junior Subordinated Debentures deemed
issued in exchange for Depositary Shares on the Expiration Date will equal the
fair market value of the Preferred Securities on that date. See "Taxation --
Exchange of Depositary Shares for Preferred Securities".
The Junior Subordinated Debentures will be treated as issued with "original
issue discount" for United States federal income tax purposes. Holders of
Preferred Securities (each a "Securityholder") will be required to include their
pro rata share of original issue discount in gross income as it accrues on the
Junior Subordinated Debentures in advance of the receipt of cash. Generally, all
of a Securityholder's taxable interest income with respect to the Junior
Subordinated Debentures will be accounted for as "original issue discount" and
actual distributions of stated interest will not be separately reported as
taxable income. See "Taxation -- Accrual of Original Issue Discount and Premium"
and "-- Potential Extension of Payment Period on the Junior Subordinated
Debentures".
While dividends on the Series B Preferred are eligible for the dividends
received deduction for corporate holders, dividends on the Preferred Securities
are not eligible for the dividends received deduction for corporate holders.
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Debentures. A Securityholder who disposes of his Preferred
Securities and does not receive a payment of interest from the Trust for the
period in which the disposition occurs will nevertheless be required to include
accrued but unpaid interest on the Junior Subordinated Debentures through the
date of disposition in income as ordinary income, and to add such amount to the
adjusted tax basis in his pro rata share of the underlying Junior Subordinated
Debentures deemed disposed of. Accordingly, such a Securityholder will recognize
a capital loss to the extent the selling price (which may not fully reflect the
value of accrued but unpaid interest) is less than the Securityholder's adjusted
tax basis (which will include accrued but unpaid interest). Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes.
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<PAGE> 20
ACCOUNTING FOR EXCHANGE
The refinancing of the Series B Preferred with the Preferred Securities may
increase or decrease income applicable to common stockholders depending upon the
difference between the fair market value of the Series B Preferred represented
by the Depositary Shares and the liquidation price of the Series B Preferred at
the time of the exchange. The financial statements of the Trust will be included
in the consolidated financial statements of Ford. The Preferred Securities will
be disclosed separately in Ford's consolidated balance sheet between the
liabilities and stockholders' equity sections, and supplemented by certain
disclosures in Ford's notes to the financial statements.
UNTENDERED SHARES
Holders of Depositary Shares who do not tender their Depositary Shares in
the Offer or whose Depositary Shares are not accepted for exchange will continue
to hold such Depositary Shares and will be entitled to all the rights and
preferences, and will be subject to all of the limitations, applicable thereto.
To the extent that Depositary Shares are tendered and accepted in the
Offer, the terms on which untendered Depositary Shares could subsequently be
sold could be adversely affected. See "Risk Factors and Special Considerations
Relating to the Offer -- Reduced Trading Market for Depositary Shares".
EXCHANGE AGENT AND INFORMATION AGENT
Chemical Bank has been appointed as Exchange Agent in connection with the
Offer. Questions and requests for assistance, requests for additional copies of
this Prospectus or of the Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to Georgeson & Company Inc., which has
been retained by Ford and the Trust to act as Information Agent for the Offer.
The addresses and telephone numbers of the Exchange Agent and the Information
Agent are set forth in "The Offer -- Exchange Agent and Information Agent" and
on the outside back cover of this Prospectus.
DEALER MANAGERS
Merrill Lynch & Co., Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc.,
Goldman, Sachs & Co., Lehman Brothers, PaineWebber Incorporated and Smith Barney
Inc. have been retained as Dealer Managers in connection with the Offer. For
information regarding fees payable to the Dealer Managers and Soliciting Dealers
(as defined herein), see "The Offer -- Dealer Managers; Soliciting Dealers".
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<PAGE> 21
RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFER
Prospective exchanging holders of Depositary Shares who plan to participate
in the Offer should carefully consider, in addition to the other information set
forth elsewhere in this Prospectus, the following:
EXCHANGE OF DEPOSITARY SHARES FOR PREFERRED SECURITIES IS A TAXABLE EVENT
The exchange of Depositary Shares for Preferred Securities pursuant to the
Offer will be a taxable event. Generally, gain or loss will be recognized in an
amount equal to the difference between the fair market value on the Expiration
Date of the holder's pro rata share of the Junior Subordinated Debentures
represented by the Preferred Securities received in the exchange and the
exchanging Holder's tax basis in the Depositary Shares exchanged therefor. See
"Taxation -- Exchange of Depositary Shares for Preferred Securities". All
Holders of Depositary Shares are advised to consult their tax advisors regarding
the United States federal, state, local and foreign tax consequences of the
exchange of Depositary Shares and the issuance of Preferred Securities. See
"Price Range of Depositary Shares".
CORPORATE HOLDERS OF PREFERRED SECURITIES NOT ENTITLED TO DIVIDENDS RECEIVED
DEDUCTION
While dividends with respect to the Depositary Shares are eligible for the
dividends received deduction for corporate holders, distributions on the
Preferred Securities are not eligible for the dividends received deduction for
corporate holders.
RANKING OF SUBORDINATED OBLIGATIONS UNDER PREFERRED SECURITIES GUARANTEE AND
JUNIOR
SUBORDINATED DEBENTURES
The obligations of Ford under the Junior Subordinated Debentures are
unsecured obligations of Ford and will be subordinate and junior in right of
payment, to the extent set forth herein, to all Senior Indebtedness of Ford,
except obligations and securities made pari passu or subordinate by their terms,
but senior to all capital stock now or hereafter issued by Ford and to any
guarantee now or hereafter entered into by Ford in respect of its capital stock.
Ford's obligations under the Preferred Securities Guarantee are unsecured and
will rank (i) subordinate and junior in right of payment to all Senior
Indebtedness of Ford, and to the Junior Subordinated Debentures, and (ii) senior
to all capital stock now or hereafter issued by Ford and to any guarantee now or
hereafter entered into by Ford in respect of its capital stock. At September 30,
1995, liabilities of Ford on a consolidated basis aggregated approximately
$211.6 billion. The terms of the Preferred Securities, the Junior Subordinated
Debentures or the Preferred Securities Guarantee do not limit the ability of
Ford to incur additional indebtedness or other liabilities, including
indebtedness that ranks senior to or pari passu with the Junior Subordinated
Debentures and the Preferred Securities Guarantee, or the ability of its
subsidiaries to incur additional indebtedness or other liabilities. See
"Description of the Preferred Securities Guarantee -- Status of the Preferred
Securities Guarantee" and "Description of the Junior Subordinated Debentures --
Subordination".
TRUST DISTRIBUTIONS DEPENDENT ON FORD'S PAYMENTS ON JUNIOR SUBORDINATED
DEBENTURES
The Trust's ability to make distributions and other payments on the
Preferred Securities is solely dependent upon Ford making interest and other
payments on the Junior Subordinated Debentures deposited as trust assets as and
when required. If Ford were not to make distributions or other payments on the
Junior Subordinated Debentures for any reason, including as a result of Ford's
election to defer the payment of interest on the Junior Subordinated Debentures
by extending the interest period on the Junior Subordinated Debentures, the
Trust will not make payments on the Trust Securities. In such an event, holders
of the Preferred Securities would not be able to rely on the Preferred
Securities Guarantee since distributions and other payments on the Preferred
Securities are subject to such Guarantee only if and to the extent that Ford has
made a payment to the Trust of interest or principal on the Junior Subordinated
Debentures deposited in the Trust as trust assets. Instead, holders of Preferred
Securities would rely on the enforcement by the Institutional Trustee of its
rights against Ford pursuant to the terms of the Indenture. However, if the
Trust's failure to make distributions on the Preferred Securities is a
consequence of Ford's exercise of its right to
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<PAGE> 22
extend the interest payment period for the Junior Subordinated Debentures, the
Institutional Trustee will have no right to enforce the payment of distributions
on the Preferred Securities until an Event of Default under the Declaration
shall have occurred.
The Declaration provides that Ford shall pay for all debts and obligations
(other than with respect to the Trust Securities) and all costs and expenses of
the Trust, including any taxes and all costs and expenses with respect thereto,
to which the Trust may become subject, except for United States withholding
taxes.
For a discussion of the ranking of the Junior Subordinated Debentures, see
"-- Ranking of Subordinated Obligations Under Preferred Securities Guarantee and
Junior Subordinated Debentures."
FORD MAY DEFER INTEREST PAYMENTS ON JUNIOR SUBORDINATED DEBENTURES
So long as Ford shall not be in default in the payment of interest on the
Junior Subordinated Debentures, Ford has the right under the Indenture to defer
payments of interest on the Junior Subordinated Debentures by extending the
interest payment period from time to time on the Junior Subordinated Debentures
for an Extension Period not exceeding 20 consecutive quarterly interest periods,
during which no interest shall be due and payable, provided that no Extension
Period may extend beyond the maturity of the Junior Subordinated Debentures. In
such an event, quarterly distributions on the Preferred Securities would not be
made (but would continue to accrue with interest thereon at the rate of 9% per
annum, compounded quarterly to the extent permitted by applicable law) by the
Trust during any such Extension Period. If Ford exercises the right to extend an
interest payment period, Ford may not during such Extension Period declare or
pay dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its common stock or preferred stock
or any other securities similar to the Preferred Securities or the Junior
Subordinated Debentures or make any guarantee payments with respect thereto;
provided that Ford will be permitted to pay dividends (and cash in lieu of
fractional shares) upon the conversion, other than at the option of Ford, of any
of its preferred stock, including its Series A Cumulative Convertible Preferred
Stock, in accordance with the terms of such stock. Any Extension Period with
respect to payment of interest on the Junior Subordinated Debentures, other debt
securities of Ford under the Indenture or on any similar securities will apply
to all such securities and will also apply to distributions with respect to the
Preferred Securities and all other securities with similar terms.
Prior to the termination of any Extension Period, Ford may further extend
such Extension Period; provided that such Extension Period together with all
such previous and further extensions thereof may not exceed 20 consecutive
quarterly interest periods. Upon the termination of any Extension Period and the
payment of all amounts then due, Ford may commence a new Extension Period,
subject to the above requirements. Ford may also pay on any Interest Payment
Date all or any portion of the interest accrued during an Extension Period.
Consequently, there could be multiple Extension Periods of varying lengths (up
to six Extension Periods of 20 consecutive quarterly interest periods each or
more numerous shorter Extension Periods) throughout the term of the Junior
Subordinated Debentures. See "Description of the Preferred Securities --
Distributions" and "Description of the Junior Subordinated Debentures -- Option
to Extend Interest Payment Period".
TAX CONSEQUENCES OF EXTENSION OF INTEREST PAYMENT PERIODS
Because Ford has the right to extend the interest payment period up to 20
consecutive quarterly interest periods on various occasions, the Junior
Subordinated Debentures will be treated as issued with "original issue discount"
for United States federal income tax purposes. As a result, holders of Preferred
Securities will be required to include their pro rata share of original issue
discount in gross income as it accrues for United States federal income tax
purposes in advance of the receipt of cash. Generally, all of a Securityholder's
taxable interest income with respect to the Junior Subordinated Debentures will
be accounted for as "original issue discount" and actual distributions of stated
interest will not be separately reported as taxable income. See "Taxation --
Accrual of Original Issue Discount and Premium" and "-- Potential Extension of
Payment Period on the Junior Subordinated Debentures".
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<PAGE> 23
POTENTIAL MARKET VOLATILITY DURING EXTENSION PERIOD
As described above, Ford has the right to extend an interest payment period
on the Junior Subordinated Debentures from time to time for periods not
exceeding 20 consecutive quarterly interest periods. If Ford determines to
extend an interest payment period, or if Ford thereafter extends an Extension
Period or pays interest accrued during an Extension Period as described above,
the market price of the Preferred Securities is likely to be adversely affected.
In addition, as a result of such rights, the market price of the Preferred
Securities (which represent an undivided interest in Junior Subordinated
Debentures) may be more volatile than other securities on which original issue
discount accrues that do not have such rights. A holder that disposes of its
Preferred Securities during an Extension Period, therefore, may not receive the
same return on its investment as a holder that continues to hold its Preferred
Securities. See "Description of the Junior Subordinated Debentures -- Option to
Extend Interest Payment Period".
LACK OF ESTABLISHED TRADING MARKET FOR PREFERRED SECURITIES
The Preferred Securities constitute a new issue of securities of the Trust
with no established trading market. While the Preferred Securities have been
approved for listing on the NYSE, subject to notice of issuance, there can be no
assurance that an active market for the Preferred Securities will develop or be
sustained in the future on such exchange. Although the Dealer Managers have
indicated to Ford and the Trust that they intend to make a market in the
Preferred Securities following the Expiration Date, as permitted by applicable
laws and regulations prior to the commencement of trading on the NYSE, they are
not obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of,
or trading markets for, the Preferred Securities. In order to satisfy the NYSE
listing requirements, acceptance of Depositary Shares validly tendered in the
Offer is subject to the Minimum Distribution Condition, which condition may not
be waived by Ford or the Trust. See "Listing and Trading of Preferred Securities
and Depositary Shares".
REDUCED TRADING MARKET FOR DEPOSITARY SHARES
To the extent Depositary Shares are tendered and accepted in the Offer, the
liquidity and trading market for the Depositary Shares to be outstanding
following the Offer, and the terms upon which such Depositary Shares could be
sold, could be adversely affected. In addition, if the Offer is substantially
subscribed or oversubscribed, there would be a significant risk that round lot
holdings of Depositary Shares outstanding following the Offer would be limited.
See "Listing and Trading of Preferred Securities and Depositary Shares".
The Offer is for up to 44,600,000 Depositary Shares (or 98% of the
45,600,000 Depositary Shares outstanding), rather than for all the outstanding
Depositary Shares, to reduce the risk that the Depositary Shares would be
subject to delisting following consummation of the Offer.
Under the rules of the NYSE, preferred securities such as the Depositary
Shares are subject to delisting if (i) the aggregate value of publicly-held
shares is less than $2 million and (ii) the number of publicly-held shares is
less than 100,000. Since at least 1,000,000 Depositary Shares will remain
outstanding following consummation of the Offer, the number of outstanding
Depositary Shares will exceed the delisting criteria set forth in clause (ii)
above. In addition, based on the market price of the Depositary Shares on the
NYSE ($27 1/2 on September 19, 1995, the closing sales price of the Depositary
Shares on the NYSE on the last full trading day immediately prior to Ford's
first public announcement of the Offer, and $27 on November 1, 1995), the
Company believes that the aggregate value of the minimum number (1,000,000) of
Depositary Shares which will be outstanding following consummation of the Offer
should exceed the delisting criteria set forth in clause (i) above. See "Price
Range of Depositary Shares". If less than 44,600,000 Depositary Shares are
validly tendered, then the number of Depositary Shares remaining outstanding,
and the market value thereof, will be even greater.
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<PAGE> 24
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
Upon the occurrence and during the continuation of a Tax Event or
Investment Company Event (each as defined herein), which may occur at any time,
the Trust shall, unless the Junior Subordinated Debentures are redeemed in the
limited circumstances described below, be dissolved, with the result that, in
the manner described in "Description of the Preferred Securities -- Liquidation
Distribution Upon Dissolution", Junior Subordinated Debentures having an
aggregate principal amount equal to the aggregate stated liquidation amount of,
and bearing accrued and unpaid interest equal to accrued and unpaid
distributions on, the Preferred Securities and Common Securities would be
distributed on a Pro Rata Basis to the holders of the Preferred Securities and
Common Securities in liquidation of the Trust. In the case of a Tax Event, in
certain circumstances, Ford shall have the right to redeem at any time the
Junior Subordinated Debentures, in whole or in part, in which event the Trust
will redeem Preferred Securities and Common Securities on a Pro Rata Basis to
the same extent as the Junior Subordinated Debentures are redeemed. There can be
no assurance as to the market prices for Preferred Securities or the Junior
Subordinated Debentures which may be distributed in exchange for Preferred
Securities if a dissolution and liquidation of the Trust were to occur.
Accordingly, the Junior Subordinated Debentures which the investor may receive
on dissolution and liquidation of the Trust may trade at a discount to the price
of the Depositary Shares exchanged. See "Description of the Preferred Securities
- -- Special Event Redemption or Distribution" and "Description of the Junior
Subordinated Debentures -- General".
Under current United States federal income tax law, a distribution of the
Junior Subordinated Debentures upon a Tax Event or Investment Company Event
would not be a taxable event to holders of the Preferred Securities. See
"Taxation -- Distribution of Junior Subordinated Debentures to Holders of
Preferred Securities".
LIMITED VOTING RIGHTS
Holders of Preferred Securities will have limited voting rights and will
not be able to appoint, remove or replace, or to increase or decrease the number
of, Trustees, which rights are vested exclusively in the Common Securities. See
"Description of the Preferred Securities -- Voting Rights."
Holders of Depositary Shares also have limited voting rights. However, in
the event that dividends on all series of preferred stock, including the Series
B Preferred, are in arrears and unpaid for such number of dividend periods which
shall in the aggregate contain not less than 540 days, the Board of Directors is
required to be increased by two directors and the holders of Series B Preferred,
together with the holders of all other series of preferred stock then entitled
to vote thereon, would be entitled to elect two directors of the expanded Board
of Directors with certain exceptions. See "Description of the Series B Preferred
and Depositary Shares -- Series B Preferred -- Voting Rights".
The Indenture contains no provisions which would afford the holders of
Junior Subordinated Debentures protection in the event of a highly leveraged
transaction involving Ford or a change of control of Ford.
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<PAGE> 25
COMPARISON OF PREFERRED SECURITIES AND DEPOSITARY SHARES
The following is a brief summary of certain terms of the Preferred
Securities and the Depositary Shares. For a more complete description of the
Preferred Securities, see "Description of the Preferred Securities". For a
description of the Junior Subordinated Debentures which will be deposited in the
Trust as trust assets and will represent the sole source for the payment of
distributions and other payments on the Preferred Securities, see "Description
of the Junior Subordinated Debentures". For a description of Depositary Shares,
see "Description of the Series B Preferred and Depositary Shares".
<TABLE>
<CAPTION>
PREFERRED SECURITIES DEPOSITARY SHARES
-------------------------------------- --------------------------------------
<S> <C> <C>
Issuer................. The Trust. Payment of distributions Ford.
and on liquidation or redemption is
guaranteed on a subordinated basis, as
and to the extent described herein, by
Ford.
Distribution/Dividend
Rate................. 9% per annum distribution payable 8.25% per annum dividend payable on
quarterly in arrears on the last day the first business day of March, June,
of March, June, September and December September and December of each year,
of each year, commencing December 31, out of funds legally available
1995, from and including the Accrual therefor, when, as and if declared by
Date, but only if, and to the extent Ford's Board of Directors. Dividends
that, interest payments are made in are cumulative. Accrued but unpaid
respect of the Junior Subordinated dividends do not bear interest.
Debentures held by the Trust. During Dividends accrue whether or not Ford
any Extension Period on the Junior has earnings, whether or not there are
Subordinated Debentures, distribution funds legally available for the
payments on the Preferred Securities payment of such dividends and whether
will not be made but would continue to or not such dividends are declared.
accrue, and, in the case of Ford has made each quarterly dividend
distributions in arrears, would bear payment with respect to the Depositary
interest at the rate of 9% per annum, Shares on the scheduled dividend
compounded quarterly to the extent payment date.
permitted by applicable law.
Maturity/Mandatory and
Optional Redemption.. The Preferred Securities will be No maturity or mandatory redemption.
redeemed upon the maturity or earlier The Depositary Shares are redeemable
redemption of the Junior Subordinated at the option of Ford on and after
Debentures, at a redemption price December 1, 2002, in whole or in part,
equal to $25 per Preferred Security to at a redemption price equivalent to
be redeemed, plus accrued and unpaid $25 per Depositary Share to be
distributions, if any, to the redeemed, plus accrued and unpaid
redemption date, including dividends thereon, to the redemption
distributions accrued as a result of date, provided that Ford shall have
Ford's election to defer payments of issued an equivalent amount of its
interest on the Junior Subordinated common stock within the prior two
Debentures. The Junior Subordinated years. Holders of Depositary Shares
Debentures are redeemable at the have no right to require Ford to
option of Ford, in whole or in part, redeem the Depositary Shares at the
on or after December 1, 2002, at a option of the holders.
redemption price equivalent to $25 per
Junior Subordinated Debenture to be
redeemed, plus accrued and unpaid
interest thereon, to the redemption
date. In the event that the Junior
Subordinated Debentures are redeemed,
upon the repayment of the Junior
Subordinated Debentures, upon
maturity, upon redemption or
otherwise, the proceeds thereof will
be promptly applied to redeem the
Preferred Securities and the Common
Securities. The Junior Subordinated
Debentures have a final maturity of
December 31, 2025. See
</TABLE>
19
<PAGE> 26
<TABLE>
<CAPTION>
PREFERRED SECURITIES DEPOSITARY SHARES
-------------------------------------- --------------------------------------
<S> <C> <C>
"Description of the Preferred
Securities -- Special Event Redemption
or Distribution" and "-- Mandatory
Redemption". See "Prospectus Summary
-- Potential Risk to Non-Exchanging
Holders". Holders of Preferred
Securities have no right to require
Ford to redeem the Preferred
Securities at the option of the
holders.
Subordination.......... Subordinated to claims of creditors of Subordinated to claims of creditors of
the Trust, if any. The Preferred Ford, including the Junior
Securities and the Common Securities Subordinated Debentures, but senior to
will have equivalent terms; provided the common stock of Ford and pari
that (i) if an Event of Default under passu with all other outstanding
the Declaration occurs and is series of preferred stock of Ford. As
continuing, the holders of Preferred capital stock, the Depositary Shares
Securities will have a priority over are junior to all of the debt of Ford,
holders of the Common Securities with including the Junior Subordinated
respect to payments in respect of Debentures.
distributions and payments upon
liquidation, redemption or otherwise
and (ii) holders of Common Securities
have the exclusive right (subject to
the terms of the Declaration) to
appoint, remove or replace Trustees
and to increase or decrease the number
of Trustees.
The Trust is not permitted to incur
any indebtedness for borrowed money.
The Declaration provides that Ford
shall pay for all debts and
obligations (other than with respect
to the Trust Securities) and all costs
and expenses of the Trust, including
any income taxes, duties and other
governmental charges, and all costs
and expenses with respect thereto, to
which the Trust may become subject,
except for United States withholding
taxes.
The Junior Subordinated Debentures
will rank subordinate and junior to
all Senior Indebtedness of Ford,
except obligations and securities made
pari passu or subordinate by their
terms, and senior to all capital stock
now or hereafter issued by Ford and to
any guarantee now or hereafter entered
into by Ford in respect of any of its
capital stock (including the
Depositary Shares). Ford's obligations
under the Preferred Securities
Guarantee will rank subordinate and
junior to all Senior Indebtedness of
Ford, except obligations and
securities made pari passu or
subordinate by their terms, and to the
Junior Subordinated Debentures, and
senior to all capital stock now or
hereafter issued by Ford and to any
guarantee now or hereafter entered
into by Ford in respect of any of its
capital stock.
</TABLE>
20
<PAGE> 27
<TABLE>
<CAPTION>
PREFERRED SECURITIES DEPOSITARY SHARES
-------------------------------------- --------------------------------------
<S> <C> <C>
As of September 30, 1995, Ford had
Senior Indebtedness consisting of
approximately $15.6 billion of trade
and other payables, $142.7 billion of
debt and $53.3 billion of other
liabilities. Assuming 44,600,000
Depositary Shares are tendered, there
will be $1.115 billion in Junior
Subordinated Debentures senior to the
Preferred Securities Guarantee in
addition to the other obligations of
Ford set forth above.
Listing................ The Preferred Securities have been The Depositary Shares are listed on
approved for listing on the NYSE, the NYSE under the symbol "F Pr B".
subject to notice of issuance, under
the symbol "F Pr T". In order to
satisfy the NYSE listing requirements,
acceptance of Depositary Shares
validly tendered in the Offer is
subject to the Minimum Distribution
Condition, which condition may not be
waived.
Dividends Received
Deduction............ Distributions on the Preferred Dividends are eligible for the
Securities are not eligible for the dividends received deduction for
dividends received deduction for corporate holders.
corporate holders.
Voting Rights/
Enforcement.......... Holders of Preferred Securities have If dividends shall be in arrears for
no voting rights other than as such number of dividend periods which
provided under the Business Trust Act shall in the aggregate contain not
or the Trust Indenture Act, except in less than 540 days, Ford's Board of
the limited circumstances discussed Directors shall be increased by two
below. The Institutional Trustee has directors and holders have the right
the power to exercise all rights under (together with other classes of
the Indenture with respect to the preferred stock ranking on a parity
Junior Subordinated Debentures and is with the Series B Preferred either as
also authorized to enforce the to dividends or on the distribution of
Preferred Securities Guarantee on assets upon liquidation) to elect two
behalf of holders of the Preferred directors.
Securities. If the Trust's failure to
make distributions is a consequence of
Ford's exercise of its right to extend
the interest payment period for the
Junior Subordinated Debentures as
described under "Distribution/Dividend
Rate", the Institutional Trustee will
have no right to enforce the payment
of distributions until an Event of
Default under the Declaration shall
have occurred. The holders of at least
a majority in liquidation amount of
the Preferred Securities will have the
right to direct the Institutional
Trustee with respect to certain
matters under the Declaration and the
Preferred Securities Guarantee. Any
holder of Preferred Securities may
institute a legal proceeding against
Ford to enforce the Preferred
Securities Guarantee. See "Description
of the Preferred Securities" and
"Description of the Preferred
Securities Guarantee".
</TABLE>
21
<PAGE> 28
FORD MOTOR COMPANY
Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the
second-largest producer of cars and trucks in the world, and ranks among the
largest providers of financial services in the United States.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
The Financial Services segment is comprised of the following direct
subsidiaries, the activities of which include financing operations, vehicle and
equipment leasing and insurance operations: Ford Credit, Ford Credit Europe,
Ford Holdings, Hertz and Granite. Ford Holdings is a holding company that owns
primarily The Associates, USL Capital and American Road. In addition, there are
a number of international affiliates not listed above that are consolidated in
the total Financial Services results, but are managed by either Ford Credit
(which manages Ford Credit Europe, as well as other international affiliates),
The Associates or USL Capital.
The principal executive offices of Ford are located at Ford Motor Company,
The American Road, Dearborn, Michigan 48121, telephone number 313-322-3000.
22
<PAGE> 29
CAPITALIZATION
The following table sets forth the historical capitalization of Ford at
September 30, 1995 and as adjusted to give effect to the issuance of Preferred
Securities in exchange for the Depositary Shares. The maximum and minimum "As
Adjusted" capitalization columns described in the table below assumes that
holders of a maximum of 44,600,000 Depositary Shares and a minimum of 12,000,000
Depositary Shares (which minimum condition may be waived by the Trust),
respectively, elect to participate in the Offer. To the extent a different
number of holders of Depositary Shares elect to participate in the Offer,
Preferred Securities of the Trust and Series B Preferred would be increased or
decreased, as the case may be, by equal and offsetting amounts.
<TABLE>
<CAPTION>
AMOUNT MAXIMUM MINIMUM
OUTSTANDING AT AS AS
SEPTEMBER 30, 1995 ADJUSTED ADJUSTED
------------------ -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
AUTOMOTIVE
Debt payable within one year, including the current
portion of long-term debt........................ $ 793 $ 793 $ 793
Long-term debt..................................... 6,036 6,036 6,036
Minority interests in net assets of subsidiaries... 139 139 139
FINANCIAL SERVICES
Debt(a)............................................ 135,912 135,912 135,912
Minority interests in net assets of subsidiaries... 693 693 693
Ford-obligated mandatorily redeemable 9% preferred
securities of subsidiary trust (aggregate
principal amount of $1.115 billion as adjusted
(maximum) and $300 million as adjusted
(minimum)), the sole assets of which are the
Junior Subordinated Debentures of Ford with a
final maturity of December 31, 2025(b)........... -- 1,115 300
Preferred stockholders' equity in subsidiary
company.......................................... 1,976 1,976 1,976
STOCKHOLDERS' EQUITY
Preferred Stock, par value $1.00 a share
Issued and outstanding -- 51,659; 29,359 shares
as adjusted (maximum); 45,659 shares as
adjusted (minimum)............................ (c) (c) (c)
Common Stock, par value $1.00 a share
Issued and outstanding -- 1,020 million shares... 1,020 1,020 1,020
Class B Stock, par value $1.00 a share
Issued and outstanding -- 71 million shares...... 71 71 71
Capital in excess of par value of stock............ 5,531 4,416 5,231
Foreign currency translation adjustments and
other............................................ 800 800 800
Earnings retained for use in business.............. 17,533 17,533 17,533
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY......................... $ 24,955 $ 23,840 $ 24,655
-------- -------- --------
TOTAL CAPITALIZATION............................... $170,504 $170,504 $170,504
======== ======== ========
</TABLE>
- ---------------
(a) Additional indebtedness has been placed since September 30, 1995.
(b) Upon redemption of the Junior Subordinated Debentures, the Preferred
Securities will be mandatorily redeemed. The payment of distributions out of
moneys held by the Trust and payments on liquidation of the Trust and the
redemption of Preferred Securities are guaranteed by Ford's Preferred
Securities Guarantee. See "Description of the Preferred Securities
Guarantee". The Preferred Securities Guarantee covers distributions and
other payments on the Preferred Securities only if and to the extent that
Ford has made a payment of interest or principal on the Junior Subordinated
Debentures deposited in the Trust as trust assets. The Preferred Securities
Guarantee, when taken together with Ford's obligations under the Junior
Subordinated Debentures and the Indenture and its obligations under the
Declaration, including its obligation to pay costs, expenses and certain
liabilities of the Trust, constitutes a full and unconditional guarantee of
amounts due on the Preferred Securities.
(c) Less than $1 million.
23
<PAGE> 30
SELECTED FINANCIAL DATA AND OTHER DATA OF FORD
The following table sets forth selected financial data and other data
concerning Ford:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30 YEARS ENDED OR AT DECEMBER 31
---------------------- ------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- --------- -------- ---------
(IN MILLIONS EXCEPT PER SHARE AND UNIT SALES AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME INFORMATION
Automotive
Sales...................................... $ 82,899 $ 79,371 $107,137 $ 91,568 $ 84,407 $ 72,051 $ 81,844
Operating income/(loss).................... 3,352 4,514 5,826 1,432 (1,775) (3,769) 316
Income/(loss) before cumulative effects of
changes in accounting principles......... 2,040 2,794 3,824 940 (1,534) (3,186) 99
Financial Services
Revenues................................... 19,691 15,425 21,302 16,953 15,725 16,235 15,806
Income before income taxes and
cumulative effects of changes in
accounting principles.................... 2,622 2,003 2,792 2,712 1,825 1,465 1,221
Income/(loss) before cumulative effects of
changes in accounting principles......... 1,439 945 1,484 1,589 1,032 928 761
Total Ford
Income/(loss) before cumulative effects of
changes in accounting principles......... 3,479 3,739 5,308 2,529 (502) (2,258) 860
Cumulative effects of changes in accounting
principles............................... -- -- -- -- (6,883) -- --
Net income/(loss).......................... 3,479 3,739 5,308 2,529 (7,385) (2,258) 860
Amounts Per Share of Common Stock and Class B
Stock After Preferred Stock Dividends*
Income/(loss) before cumulative effects of
changes in accounting principles......... 3.13 3.50 4.97 2.27 (0.73) (2.40) 0.93
Cumulative effects of changes in accounting
principles............................... -- -- -- -- (7.08) -- --
-------- -------- -------- -------- --------- -------- ---------
Income/(loss) assuming no dilution......... 3.13 3.50 4.97 2.27 (7.81) (2.40) 0.93
Income/(loss) assuming full dilution....... 2.85 3.13 4.44 2.10 (7.81) (2.40) 0.92
Cash dividends............................. 0.88 0.65 0.91 0.80 0.80 0.98 1.50
CONSOLIDATED BALANCE SHEET INFORMATION
Automotive
Total assets............................... 71,815 69,081 68,639 61,737 57,170 52,397 50,824
Debt payable within one year............... 793 96 155 932 1,249 2,579 2,849
Long-term debt--noncurrent portion......... 6,036 7,137 7,103 7,084 7,068 6,539 4,553
Financial Services
Total assets............................... 166,761 145,738 150,983 137,201 123,375 122,032 122,839
Debt....................................... 135,912 119,056 123,713 103,960 90,188 88,295 88,117
Deposit accounts**......................... -- -- -- 10,549 14,030 16,882 17,893
Total Ford
Total assets............................... 238,576 214,819 219,622 198,938 180,545 174,429 173,663
Debt (incl. deposit accounts).............. 142,741 126,289 130,971 122,525 112,535 114,295 113,412
Stockholders' equity***.................... 24,955 19,985 21,659 15,574 14,753 22,690 23,238
Cash dividends............................. 1,120 869 1,205 1,086 977 927 1,389
OTHER DATA
Total Ford
Capital expenditures....................... 6,427 6,077 8,546 6,814 5,790 5,847 7,258
Depreciation and amortization of special
tools.................................... 8,724 6,722 9,336 7,468 6,755 5,778 4,880
Worldwide vehicle unit sales
of cars, trucks and tractors
(in thousands)****....................... 5,016 5,146 6,639 5,965 5,767 5,368 5,864
</TABLE>
- ------------
* Share data have been restated to reflect the 2-for-1 stock split that
became effective June 6, 1994.
** Deposit accounts relate to First Nationwide.
*** The cumulative effects of changes in accounting principles reduced equity
by $6,883 million in 1992.
**** For the nine months ended September 30, 1995, vehicle unit sales are
reported worldwide on a "where sold" basis and include sales of all
Ford-badged units, as well as units manufactured by Ford and sold by other
manufacturers. Unit sales for the nine months ended September 30, 1994 have
been restated to reflect the country where sold and to include sales of all
Ford-badged units. Ford-badged unit sales of certain unconsolidated
subsidiaries (primarily Autolatina in Brazil and Argentina), included in
unit sales for the nine months ended September 30, 1995 and 1994, are not
included in totals for the years ended December 31, 1990-1994. Unit sales
for the years ended December 31, 1990-1994, are reported for North America
on a "where sold" basis and overseas on a "where produced" basis.
24
<PAGE> 31
FINANCIAL REVIEW OF FORD AND RECENT DEVELOPMENTS
Overview
Ford earned $357 million in the third quarter of 1995, compared with
earnings of $1.12 billion for the third quarter of 1994. In the first nine
months of this year, Ford earned $3.5 billion, compared with $3.7 billion
through the first nine months in 1994.
In this year's third quarter, lower production volume, primarily in the
United States, was the single largest factor explaining Ford's decline in
earnings. Ford's sales to dealers in the U.S. were 869,000 units, down 123,000
units, or 12%, from the third quarter of 1994. The decrease reflected unusually
high production in the year-ago period as well as units lost in the third
quarter of 1995 because of major new model launches and component shortages.
Automotive
Ford's worldwide automotive operations experienced a loss of $201 million
in the third quarter of 1995, compared with earnings of $619 million in the
third quarter of 1994. In the U.S., Ford earned $187 million for the quarter,
down $366 million from a year earlier. Lower production volumes and costs
associated with introducing new models accounted for the decrease in earnings.
Cost efficiencies were partial offsets.
In Europe, Ford's automotive operations incurred a loss of $320 million,
compared with a loss of $37 million a year earlier. The larger losses in Europe
were explained by lower volume and higher marketing costs, the cost of
introducing new models and unfavorable foreign exchange effects.
Outside of Europe and the U.S., Ford posted a loss of $68 million, compared
with a profit of $103 million a year earlier. The decline is primarily
attributable to operations in Brazil, where higher import duties and a market
shift to small cars have resulted in excess inventories and higher marketing
costs.
From now through early next year, Ford is launching the new Ford Taurus,
Mercury Sable, F-150 pick-up truck, Ford Escort and Mercury Tracer in North
America, and the Ford Galaxy and Fiesta in Europe. In the U.S., the new products
will represent about 35% of Ford's volume compared to more typical years when
new products represent about 10 to 15% of volume. In Europe, the Fiesta is
Ford's highest volume product.
Financial Services
Ford's Financial Services Group earned a record $558 million in the third
quarter of 1995, up $53 million from the year earlier period.
Each of the major businesses in the Group set third-quarter records. Ford
Credit's profit of $357 million was up $42 million from a year earlier.
Associates Corporation of North America earned $188 million, up $26 million from
a year earlier. USL Capital earned $31 million, up $4 million from a year
earlier.
Ford is reviewing possible strategic actions with respect to its Financial
Services operations. Such actions could include the partial or complete sale of
USL Capital and the partial sale of The Associates.
Ford Holdings has announced its intention to exchange for cash its
preferred stock (totaling about $2 billion) by means of a cash-out merger,
subject to approval by the holders of a majority of the voting power of the
outstanding capital stock of Ford Holdings. Ford and Ford Credit together own
all the outstanding common stock of Ford Holdings, representing 75% of the
combined voting power of all classes of capital stock of Ford Holdings.
Therefore, stockholder approval is assured. Ford Holdings will pay the preferred
stockholders the liquidation preference of the stock (i.e., the price at which
the stock was originally issued), plus accrued dividends. It is anticipated that
the merger will become effective by the end of 1995.
Fourth Quarter Outlook
Ford expects that its net income in the fourth quarter of 1995 will be
higher than its net income of $357 million in the third quarter of 1995, but
will be well below its net income of $1,569 million in the fourth quarter of
1994. Lower production in North America, the continuation of major new product
launches in
25
<PAGE> 32
North America (F-150) and in Europe (Fiesta), higher costs associated with
additional reductions in personnel and continued adverse foreign exchange
effects are expected to result in lower earnings in the fourth quarter this year
compared with a year ago.
Longer-Term Outlook
In the U.S., Ford expects that the strong growth experienced from 1993 to
1994 will slow to a more sustainable pace in the 1995 to 1997 period, with
industry sales of 15 million or more units per year. In Europe, Ford expects the
economic recovery there to gain pace and industry volumes should improve for the
next several years.
While Ford's automotive margins have declined this year, Ford expects them
to improve in future years, as the benefits of Ford 2000 (the global
reorganization of Ford's automotive operations) are realized.
Accounting Changes
The Emerging Issues Task Force (the "EITF") of the Financial Accounting
Standards Board is considering an accounting issue that concerns timing of
revenue recognition when a manufacturer conditionally guarantees the resale
value of a product or agrees to repurchase the product at a fixed price (Issue
95-1). For Ford, this issue affects primarily sales through dealers to certain
daily rental companies where the daily rental company has an option to require
Ford to repurchase vehicles. Ford recognizes revenue upon the sale of vehicles
to dealers, including vehicles that subsequently are sold to daily rental
companies. If the EITF determines such sales should be accounted for as
operating leases, with revenue and income deferred and recognized over the term
of the lease, Ford would be required to change its accounting for such
transactions. The effect of this change, if required, on Ford's financial
results is not expected to be material relative to full year 1995 earnings, but
it could be material in the quarter in which the accounting change is made. If
required, the change could be made either on a prospective basis or on a
one-time cumulative basis; in either case, there would be no effect on Ford's
cash flow.
26
<PAGE> 33
INDUSTRY DATA AND MARKET SHARE OF FORD
The following table shows the U.S. industry retail deliveries of cars and
trucks for the periods indicated:
<TABLE>
<CAPTION>
U.S. INDUSTRY RETAIL DELIVERIES
(MILLIONS OF UNITS)
--------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30* YEARS ENDED DECEMBER 31
----------------- ----------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars...................................... 8.6 9.0 9.0 8.5 8.2 8.2 9.3
Trucks.................................... 6.4 6.3 6.4 5.7 4.9 4.3 4.8
</TABLE>
- ------------
* Seasonally adjusted annual rates.
The following table shows Ford's U.S. car and truck market shares for the
periods indicated:
<TABLE>
<CAPTION>
FORD U.S. CAR AND TRUCK MARKET SHARES
--------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30 YEARS ENDED DECEMBER 31
----------------- ----------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars.................................... 21.1% 21.4% 21.8% 22.3% 21.8% 20.1% 21.1%
Trucks.................................. 32.2 30.2 30.1 30.5 29.7 28.9 29.3
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of "earnings" to "fixed charges" for Ford was as follows for the
first nine months of 1995 and each of the years 1990-1994:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
NINE MONTHS ENDED ----------------------------------------
SEPTEMBER 30, 1995 1994 1993 1992 1991 1990
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ford Motor Company....................... 1.8 2.0 1.5 * ** 1.2
</TABLE>
- ------------
* Earnings were inadequate to cover fixed charges by $237 million.
** Earnings were inadequate to cover fixed charges by $2,664 million.
For purposes of the ratio, "earnings" include the income/(loss) before
income taxes and cumulative effects of changes in accounting principles of Ford
and its majority-owned subsidiaries, whether or not consolidated, its
proportionate share of any fifty-percent-owned companies, and any income
received from less-than-fifty-percent-owned companies and fixed charges. "Fixed
charges" consist of interest on borrowed funds, preferred stock dividend
requirements of majority-owned subsidiaries, amortization of debt discount,
premium, and issuance expense, and one-third of all rental expense (the
proportion deemed representative of the interest factor).
27
<PAGE> 34
FORD MOTOR COMPANY CAPITAL TRUST I
The Trust is a statutory business trust that was formed under the Business
Trust Act on September 19, 1995 pursuant to a declaration of trust dated
September 19, 1995 among the Trustees and Ford and the filing of a certificate
of trust with the Secretary of State of Delaware. Such declaration of trust will
be amended and restated in its entirety as of the date the Trust accepts
Depositary Shares in the Offer (see "The Offer -- Terms of the Offer")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The Declaration is qualified under the Trust
Indenture Act. Upon issuance of the Preferred Securities, the holders thereof
will own all of the issued and outstanding Preferred Securities. Ford has agreed
to acquire Common Securities in an amount equal to at least 3% of the total
capital of the Trust and will own, directly or indirectly, all of the issued and
outstanding Common Securities. The Preferred Securities and the Common
Securities will have equivalent terms; provided that (i) if an Event of Default
under the Declaration occurs and is continuing, the holders of Preferred
Securities will have a priority over holders of the Common Securities with
respect to payments in respect of distributions and payments upon liquidation,
redemption or otherwise and (ii) holders of Common Securities have the exclusive
right (subject to the terms of the Declaration) to appoint, remove or replace
Trustees and to increase or decrease the number of Trustees.
The number of Trustees of the Trust shall initially be five. Three of the
Trustees will be the Regular Trustees. The fourth trustee is The Bank of New
York which will act as the Indenture Trustee for purposes of the Trust Indenture
Act. The fifth trustee is The Bank of New York (Delaware) which will serve as
the Delaware Trustee. Pursuant to the Declaration, the Institutional Trustee
will have the power to exercise all rights, powers and privileges under the
Indenture with respect to the Junior Subordinated Debentures. The Institutional
Trustee will promptly make distributions to the holders of the Trust Securities
out of any funds in the Trust. The Preferred Securities Guarantee will be
separately qualified under the Trust Indenture Act and will be held by The Bank
of New York, acting in its separate capacity as indenture trustee with respect
to the Preferred Securities Guarantee for the benefit of the holders of the
Preferred Securities.
The Trust exists for the purpose of (a) issuing (i) its Preferred
Securities in exchange for Depositary Shares validly tendered in the Offer and
delivering such Depositary Shares to Ford in consideration of the deposit by
Ford as Trust assets of Junior Subordinated Debentures having an aggregate
stated principal amount equal to the aggregate stated liquidation amount of such
Preferred Securities, and (ii) its Common Securities to Ford in exchange for
cash and investing the proceeds thereof in an equivalent amount of Junior
Subordinated Debentures and (b) engaging in such other activities as are
necessary or incidental thereto. The rights of the holders of the Preferred
Securities, including economic rights, rights to information and voting rights,
are set forth in the Declaration, the Business Trust Act and the Trust Indenture
Act.
Under the Declaration, the Trust shall not, and the Trustees (including the
Institutional Trustee) shall cause the Trust not to, engage in any activity
other than in connection with the purposes of the Trust or other than as
required or authorized by the Declaration. In particular, the Trust shall not
and the Trustees (including the Institutional Trustee) shall not (a) invest any
proceeds received by the Trust from holding the Junior Subordinated Debentures
but shall promptly distribute all such proceeds to holders of Trust Securities
pursuant to the terms of the Declaration and of the Trust Securities; (b)
acquire any assets other than as expressly provided in the Declaration; (c)
possess Trust property for other than a Trust purpose; (d) make any investments,
other than investments represented by the Junior Subordinated Debentures; (e)
possess any power or otherwise act in such a way as to vary the Trust assets or
the terms of the Trust Securities in any way whatsoever; (f) issue any
securities or other evidences of beneficial ownership of, or beneficial
interests in, the Trust other than the Trust Securities; (g) incur any
indebtedness for borrowed money or (h)(1) direct the time, method and place of
exercising any trust or power conferred upon the Indenture Trustee with respect
to the Junior Subordinated Debentures, (2) waive any past default that is
waivable under Section 5.13 of the Indenture, (3) exercise any right to rescind
or annul any declaration that the principal of all of the Junior Subordinated
Debentures shall be due and payable or (4) consent to any amendment,
modification or termination of the Indenture or the Junior Subordinated
Debentures or the Declaration, in each case where such consent shall be
required, unless in the case of this clause (h) the Institutional Trustee shall
have received an unqualified opinion of nationally recognized independent tax
counsel recognized as expert in such
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matters to the effect that such action will not cause the Trust to be classified
for United States federal income tax purposes as an association taxable as a
corporation or a partnership and that the Trust will continue to be classified
as a grantor trust for United States federal income tax purposes.
The books and records of the Trust will be maintained at the principal
office of the Trust and will be open for inspection by a holder of Preferred
Securities or the duly authorized representative of such holder for any purpose
reasonably related to its interest in the Trust during normal business hours.
The Trust anticipates that it will not be required to file with the Commission
or distribute to holders of Preferred Securities periodic reports regarding the
Trust.
Except as provided below or under the Business Trust Act and the Trust
Indenture Act, holders of Preferred Securities will have no voting rights. See
"Description of the Preferred Securities -- Voting Rights".
The Institutional Trustee, for the benefit of the holders of the Trust
Securities, is authorized under the Declaration to exercise all rights under the
Indenture with respect to the Junior Subordinated Debentures and to enforce
Ford's obligations under the Junior Subordinated Debentures upon the occurrence
of an Indenture Event of Default. The Institutional Trustee, as the Guarantee
Trustee, shall also be authorized to enforce the rights of holders of Preferred
Securities under the Preferred Securities Guarantee. If the Trust's failure to
make distributions on the Preferred Securities is a consequence of Ford's
exercise of its right to extend the interest payment period for the Junior
Subordinated Debentures, the Institutional Trustee will have no right to enforce
the payment of distributions on the Preferred Securities until an Event of
Default shall have occurred. Holders of at least a majority in liquidation
amount of the Preferred Securities will have the right to direct the
Institutional Trustee with respect to certain matters under the Declaration and
the Preferred Securities Guarantee. Any holder of Preferred Securities may
institute a legal proceeding against Ford to enforce the Preferred Securities
Guarantee. See "Description of the Preferred Securities -- Voting Rights".
If an Indenture Event of Default occurs and is continuing with respect to
Junior Subordinated Debentures, an Event of Default under the Declaration will
occur and be continuing with respect to the Trust Securities. In such event, the
Declaration provides that the holders of Common Securities will be deemed to
have waived any such Event of Default with respect to the Common Securities
until all Events of Default with respect to the Preferred Securities have been
cured or waived. Until all such Events of Default with respect to the Preferred
Securities have been so cured or waived, the Institutional Trustee will be
deemed to be acting solely on behalf of the holders of the Preferred Securities
and only the holders of the Preferred Securities will have the right to direct
the Institutional Trustee with respect to certain matters under the Declaration
and consequently under the Indenture. If any Event of Default with respect to
the Preferred Securities is waived by the holders of the Preferred Securities as
provided in the Declaration, the holders of Common Securities pursuant to the
Declaration have agreed that such waiver also constitutes a waiver of such Event
of Default with respect to the Common Securities for all purposes under the
Declaration without any further act, vote or consent of the holders of the
Common Securities. See "Description of the Preferred Securities".
The Declaration provides that the Trustees may treat the person in whose
name a Preferred Security is registered on the books and records of the Trust as
the sole holder thereof and of the Preferred Securities represented thereby for
purposes of receiving distributions and for all other purposes and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such certificate or in the Preferred Securities represented thereby on the part
of any person, whether or not the Trust shall have actual or other notice
thereof. Preferred Securities will be issued in fully registered form. Investors
may elect to hold their Preferred Securities directly or, subject to the rules
and procedures of The Depository Trust Company, Midwest Securities Trust Company
and Philadelphia Depository Trust Company (the "Depository Institutions")
described under "Description of the Preferred Securities -- Book-Entry; Delivery
and Form", hold interests in a global certificate registered on the books and
records of the Trust in the name of a Depository Institution or its nominee.
Under the Declaration:
(i) the Trust and the Trustees shall be entitled to deal with a
Depository Institution (or any successor depositary) for all purposes,
including the payment of distributions and receiving approvals,
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<PAGE> 36
votes or consents under the Declaration, and except as set forth in the
Declaration, shall have no obligation to persons owning Preferred
Securities ("Preferred Security Beneficial Owners") registered in the name
of and held by a Depository Institution or its nominee; and
(ii) the rights of Preferred Security Beneficial Owners shall be
exercised only through a Depository Institution (or any successor
depository) and shall be limited to those established by law and agreements
between such Preferred Security Beneficial Owners and a Depository
Institution and/or its participants. See "Description of the Preferred
Securities -- Book-Entry; Delivery and Form". With respect to Preferred
Securities registered in the name of and held by a Depository Institution
or its nominee, all notices and other communications required under the
Declaration shall be given to, and all distributions on such Preferred
Securities shall be given or made to, a Depository Institution (or its
successor).
In the Declaration, Ford has agreed to pay for all debts and obligations
(other than with respect to the Trust Securities) and all costs and expenses of
the Trust, including the fees and expenses of the Trustees and any taxes and all
costs and expenses with respect thereto, to which the Trust may become subject,
except for United States withholding taxes. See "Risk Factors and Special
Considerations Relating to the Offer -- Trust Distributions Dependent on Ford's
Payments on Junior Subordinated Debentures". The foregoing obligations of Ford
under the Declaration are for the benefit of, and shall be enforceable by, any
person to whom any such debts, obligations, costs, expenses and taxes are owed
(a "Creditor") whether or not such Creditor has received notice thereof. Any
such Creditor may enforce such obligations of Ford directly against Ford and
Ford has irrevocably waived any right or remedy to require that any such
Creditor take any action against the Trust or any other person before proceeding
against Ford. Ford has agreed in the Declaration to execute such additional
agreements as may be necessary or desirable in order to give full effect to the
foregoing.
THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE DECLARATION IS A
DISCUSSION OF ALL MATERIAL TERMS OF THE DECLARATION, BUT DOES NOT PURPORT TO BE
COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DECLARATION WHICH
HAS BEEN FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART.
The business address of the Trust is c/o Ford Motor Company, The American
Road, Dearborn, Michigan 48121, telephone number (313) 322-3000.
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THE OFFER
PURPOSE OF THE OFFER
The purpose of the Offer is to refinance the Depositary Shares with the
Preferred Securities and to achieve certain tax efficiencies while preserving
Ford's flexibility with respect to future financings. This refinancing will
permit Ford to deduct interest payable on the Junior Subordinated Debentures for
United States federal income tax purposes; dividends payable with regard to the
Depositary Shares are not deductible.
GENERAL
PARTICIPATION IN THE OFFER IS VOLUNTARY AND HOLDERS OF DEPOSITARY SHARES
SHOULD CAREFULLY CONSIDER WHETHER TO ACCEPT. NEITHER THE BOARD OF DIRECTORS OF
FORD, FORD, THE TRUSTEES NOR THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY
SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR
DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
SEE "PRICE RANGE OF DEPOSITARY SHARES".
Unless the context requires otherwise, the term "Holder" with respect to
the Offer means (i) any person in whose name any Depositary Shares are
registered on the books of Ford or (ii) any other person who has obtained a
properly completed stock power from the registered holder, or (iii) any person
whose Depositary Shares are held of record by a Depository Institution.
TERMS OF THE OFFER
Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Trust will exchange its Preferred Securities for up
to 44,600,000 of the outstanding Depositary Shares. The Offer will be effected
on a basis of one Preferred Security for each Depositary Share validly tendered
and accepted for exchange. See "-- Procedures for Tendering". Upon the terms and
subject to the conditions set forth herein and in the Letter of Transmittal, the
Trust will accept up to 44,600,000 Depositary Shares validly tendered and not
withdrawn prior to the Expiration Date and, unless the Offer has been withdrawn
or terminated, will deliver Preferred Securities in exchange therefor to
tendering Holders of Depositary Shares as promptly as practicable following the
Expiration Date. The Trust expressly reserves the right, in its sole discretion,
to delay acceptance for exchange of Depositary Shares tendered under the Offer
and the delivery of the Preferred Securities with respect to the Depositary
Shares accepted for exchange (subject to Rules 13e-4 and 14e-1 under the
Exchange Act, which require that the Trust consummate the Offer or return the
Depositary Shares deposited by or on behalf of the Holders thereof promptly
after the termination or withdrawal of the Offer), or to amend, withdraw or
terminate the Offer at any time prior to the Expiration Date for any of the
reasons set forth in "-- Conditions to the Offer" and "-- Expiration Date;
Extensions; Amendments; Termination".
In all cases, except to the extent waived by the Trust, delivery of
Preferred Securities issued with respect to the Depositary Shares accepted for
exchange pursuant to the Offer will be made only after timely receipt by the
Exchange Agent of Depositary Shares (or confirmation of book-entry transfer
thereof), a properly completed and duly executed Letter of Transmittal and any
other documents required thereby.
As of the date of this Prospectus, there are 45,600,000 Depositary Shares
outstanding. This Prospectus, together with the Letter of Transmittal, is being
sent to all registered Holders commencing on or about the date of this
Prospectus.
The Trust shall be deemed to have accepted validly tendered Depositary
Shares (or defectively tendered Depositary Shares with respect to which the
Trust has waived such defect) when, as and if the Trust has given oral or
written notice thereof to the Exchange Agent. The Exchange Agent will act as
agent for the tendering Holders for the purpose of receiving Depositary Shares
from, and remitting Preferred Securities to, tendering Holders who are
participating in the Offer. Upon the terms and subject to the conditions of the
Offer, delivery of Preferred Securities to tendering Holders will be made as
promptly as practicable following the Expiration Date.
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If proration of tendered Depositary Shares is required, because of the
difficulty in determining the number of Depositary Shares validly tendered
(including shares tendered by the guaranteed delivery procedures described in
"-- Procedures for Tendering"), the Trust does not expect that it would be able
to announce the final proration factor or to commence the exchange for any
Depositary Shares pursuant to the Offer until approximately five Business Days
after the Expiration Date. Preliminary results of the proration will be
announced by press release as promptly as practicable after the Expiration Date.
Holders of Depositary Shares may obtain such preliminary information from the
Dealer Managers, the Information Agent or the Exchange Agent and may also be
able to obtain such information from their brokers.
Until the final proration factors are known, the Trust will not issue any
Preferred Securities in exchange for any Depositary Shares accepted for exchange
pursuant to the Offer or return Depositary Shares delivered to the Exchange
Agent but not tendered or return Depositary Shares tendered but not accepted for
exchange because of proration.
If any tendered Depositary Shares are not accepted for exchange because of
an invalid tender, proration, the occurrence of certain other events set forth
herein or otherwise, unless otherwise requested by the Holder under "Special
Delivery Instructions" in the Letter of Transmittal, such Depositary Shares will
be returned, without expense, to the tendering Holder thereof (or in the case of
Depositary Shares tendered by book-entry transfer into the Exchange Agent's
account at a Depository Institution, such Depositary Shares will be credited to
an account maintained at the Depository Institution designated by the
participant therein who so delivered such Depositary Shares), as promptly as
practicable after the Expiration Date or the withdrawal or termination of the
Offer.
Holders of Depositary Shares will not have any appraisal or dissenters'
rights under the Delaware General Corporation Law in connection with the Offer.
The Trust intends to conduct the Offer in accordance with the applicable
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder.
Holders who tender Depositary Shares in the Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Depositary Shares
pursuant to the Offer. See "Fees and Expenses; Transfer Taxes".
Holders tendering Depositary Shares held in global form shall receive
Preferred Securities in global form and holders tendering Depositary Shares held
directly in certificated form shall receive Preferred Securities in certificated
form, in each case unless otherwise specified in the Letter of Transmittal. See
"-- Procedures for Tendering".
CONDITIONS TO THE OFFER
Notwithstanding any other provisions of the Offer, or any extension of the
Offer, the Trust will not be required to deliver Preferred Securities in respect
of any properly tendered Depositary Shares and may terminate the Offer by oral
or written notice to the Exchange Agent and the holders of Depositary Shares,
or, at its option, may modify or otherwise amend the Offer (other than with
respect to the Minimum Distribution Condition) with respect to such Depositary
Shares if any of the following conditions are not satisfied at or prior to the
Expiration Date in the case of clauses (a) and (b) below or if any of the events
specified in clauses (c) through (e) occurs at or prior to the exchange date for
the Depositary Shares:
(a) receipt of at least 12,000,000 validly tendered Depositary Shares
in the Offer;
(b) tenders by a sufficient number of holders of Depositary Shares to
satisfy the Minimum Distribution Condition;
(c) any action has been taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction has been
promulgated, enacted, entered, enforced or deemed applicable to the Offer,
by or before any court or governmental regulatory or administrative agency
or authority or tribunal, domestic or foreign, which (i) challenges the
making of the Offer, or might directly or indirectly prohibit, prevent,
restrict or delay consummation of the Offer, or otherwise and adversely
affect in any material manner the Offer or (ii) could materially adversely
affect the business, condition (financial or otherwise),
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income, operations, properties, assets, liabilities or prospects of Ford
and its subsidiaries, taken as a whole or materially impair the
contemplated benefits of the Offer to Ford:
(d) any event has occurred or is likely to occur affecting the
business or financial affairs of Ford that would or might prohibit,
prevent, restrict or delay consummation of the Offer or that will, or is
reasonably likely to, materially impair the contemplated benefits of the
Offer or might be material to holders of Depositary Shares in deciding
whether to accept the Offer; and
(e) any of the following events shall have occurred (i) any general
suspension of or limitation on trading in securities on the NYSE or in the
over-the-counter market (whether or not mandatory), (ii) any significant
adverse change in the price of the Depositary Shares or in the United
States securities or financial markets, (iii) a material impairment in the
trading market for debt or equity securities, (iv) a declaration of a
banking moratorium or any suspension of payments in respect of banks by
federal or state authorities in the United States (whether or not
mandatory), (v) a commencement of a war, armed hostilities or other
national or international crisis directly or indirectly relating to the
United States, (vi) any limitation (whether or not mandatory) by any
governmental authority on, or other event having a reasonable likelihood of
affecting, the extension of credit by banks or other lending institutions
in the United States, (vii) any significant adverse change in United States
securities or financial markets generally or in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof.
The foregoing conditions are for the sole benefit of the Trust and Ford
and, except for the Minimum Distribution Condition, may be waived by the Trust
and Ford, in whole or in part, in their sole discretion. Any determination made
by Ford or the Trust concerning an event, development or circumstance described
or referred to above will be final and binding on all parties.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The Offer will expire on the Expiration Date. The Trust expressly reserves
the right, in its sole discretion, subject to applicable law, to (i) terminate
the Offer, and not accept for exchange any Depositary Shares and promptly return
all Depositary Shares upon the failure of any of the conditions specified above
in "-- Conditions to the Offer", (ii) waive any condition to the Offer (other
than the Minimum Distribution Condition) and accept all Depositary Shares
previously tendered pursuant to the Offer, (iii) extend the Expiration Date of
the Offer and retain all Depositary Shares tendered pursuant to the Offer until
the Expiration Date, subject, however, to all withdrawal rights of holders, see
"-- Withdrawal of Tenders", (iv) amend the terms of the Offer or (v) modify the
form of the consideration to be paid pursuant to the Offer. Any amendment
applicable to the Offer will apply to all Depositary Shares tendered pursuant to
the Offer. During any extension of the Offer, all Depositary Shares previously
tendered pursuant to the Offer and not withdrawn will remain subject to the
Offer.
If the Trust makes a material change in the terms of the Offer, the Trust
will extend the Offer. The minimum period for which the Offer will be extended
following a material change, other than a change in the amount of Depositary
Shares sought for exchange or an increase or decrease in the consideration
offered to Holders of Depositary Shares, will depend upon the facts and
circumstances, including the relative materiality of the change. With respect to
an increase or decrease in the number of Depositary Shares sought in the Offer
or an increase or decrease in the consideration offered to Holders of Depositary
Shares, if required, the Offer will remain open for a minimum of ten Business
Days following public announcement of such change. In the case of any amendment,
withdrawal or termination of the Offer, a public announcement will be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date of the Offer subject to such extension. If
the Trust withdraws or terminates the Offer, it will give immediate notice to
the Exchange Agent, and all Depositary Shares theretofore tendered pursuant to
the Offer will be returned promptly to the tendering Holders thereof. See "--
Withdrawal of Tenders". In order to satisfy the NYSE listing requirements,
acceptance of Depositary Shares validly tendered in the Offer is subject to the
Minimum Distribution Condition, which condition may not be waived.
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PROCEDURES FOR TENDERING
The tender of Depositary Shares by a Holder thereof pursuant to one of the
procedures set forth below will constitute an agreement between such Holder and
the Trust in accordance with the terms and subject to the conditions set forth
herein and in the Letter of Transmittal.
Each Holder of Depositary Shares wishing to participate in the Offer must
(i) properly complete and sign the Letter of Transmittal in accordance with the
instructions contained herein and in the Letter of Transmittal, together with
any required signature guarantees, and deliver the same to the Exchange Agent,
at one of its addresses set forth on the back cover page hereof prior to the
Expiration Date and either (a) certificates for the Depositary Shares must be
received by the Exchange Agent at such address or (b) such Depositary Shares
must be transferred pursuant to the procedures for book-entry transfer described
below and a confirmation of such book-entry transfer must be received by the
Exchange Agent, in each case prior to the Expiration Date, or (ii) comply with
the guaranteed delivery procedures described below.
IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS OF DEPOSITARY SHARES MUST
SUBMIT A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER PROCEDURES FOR
TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER
OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE.
LETTERS OF TRANSMITTAL, DEPOSITARY SHARES AND ANY OTHER REQUIRED DOCUMENTS
SHOULD BE SENT ONLY TO THE EXCHANGE AGENT -- -- NOT TO THE TRUST, FORD, THE
DEALER MANAGERS OR THE INFORMATION AGENT.
Special Procedure for Beneficial Owners. Any beneficial owner whose
Depositary Shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and who wishes to tender should contact
such registered Holder promptly and instruct such registered Holder to tender on
such beneficial owner's behalf. If such beneficial owner wishes to tender on its
own behalf, such owner must, prior to completing and executing the Letter of
Transmittal and delivering its Depositary Shares, either make appropriate
arrangements to register ownership of the Depositary Shares in such owner's name
or obtain a properly completed stock power from the registered Holder. The
transfer of registered ownership may take considerable time and may not be able
to be completed prior to the Expiration Date.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER DOCUMENTS IS AT
THE ELECTION AND RISK OF THE HOLDER. IF SENT BY MAIL, IT IS RECOMMENDED THAT
REGISTERED MAIL, RETURN RECEIPT REQUESTED, BE USED, INSURANCE BE OBTAINED, AND
THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT
DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE.
Signature Guarantees. If tendered Depositary Shares are registered in the
name of the signer of the Letter of Transmittal and the Preferred Securities to
be issued in exchange therefor are to be issued (and any untendered Depositary
Shares are to be reissued) in the name of the registered Holder, the signature
of such signer need not be guaranteed. If the tendered Depositary Shares are
registered in the name of someone other than the signer of the Letter of
Transmittal, or if Preferred Securities issued in exchange therefor are to be
issued in the name of any person other than the signer of the Letter of
Transmittal, such tendered Depositary Shares must be endorsed or accompanied by
written instruments of transfer in form satisfactory to the Trust and duly
executed by the registered Holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a financial institution (including
most banks, savings and loans associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter referred to as an
"Eligible Institution"). If the Preferred Securities and/or the Depositary
Shares are not exchanged or are to be delivered to an address other than that of
the registered Holder appearing on the register for the Depositary Shares, the
signature in the Letter of Transmittal must be guaranteed by an Eligible
Institution.
Book-Entry Transfer. The Trust understands that the Exchange Agent will
make a request promptly after the date of this Prospectus to establish accounts
with respect to the Depositary Shares at a Depository Institution for the
purpose of facilitating the Offer, and subject to the establishment thereof, any
financial
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institution that is a participant in a Depository Institution's system may make
book-entry delivery of Depositary Shares by causing the Depository Institution
to transfer such Depositary Shares into the Exchange Agent's account with
respect to the Depositary Shares in accordance with such Depository
Institution's Automated Tender Offer Program ("ATOP") procedures for such
book-entry transfers. However, the exchange for the Depositary Shares so
tendered will only be made after timely confirmation (a "Book-Entry
Confirmation") of such Book-Entry Transfer of Depositary Shares into the
Exchange Agent's account, and timely receipt by the Exchange Agent of an Agent's
Message (as such term is defined in the next sentence) and any other documents
required by the Letter of Transmittal. The term "Agent's Message" means a
message, transmitted by a Depository Institution and received by the Exchange
Agent and forming a part of a Book-Entry Confirmation, which states that such
Depository Institution has received an express acknowledgment from a participant
tendering Depositary Shares that is the subject of such Book-Entry Confirmation,
that such participant has received and agrees to be bound by the terms of the
Letter of Transmittal, and that the Trust may enforce such agreement against
such participant.
Guaranteed Delivery. If a Holder desires to participate in the Offer and
time will not permit a Letter of Transmittal or Depositary Shares to reach the
Exchange Agent before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if the
Exchange Agent has received at one of its addresses on the back cover page
hereof prior to the Expiration Date, a letter, telegram or facsimile
transmission from an Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the Depositary Shares are registered
and, if the Depositary Shares are held in certificated form, the certificate
numbers of the Depositary Shares to be tendered, and stating that the tender is
being made thereby and guaranteeing that within three NYSE trading days after
the date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the Depositary Shares in proper form for transfer together
with a properly completed and duly executed Letter of Transmittal (and any other
required documents), or a confirmation of book-entry transfer of such Depositary
Shares into the Exchange Agent's account at a Depository Institution, will be
delivered by such Eligible Institution. Unless the Depositary Shares being
tendered by the above-described method are deposited with the Exchange Agent
within the time period set forth above (accompanied or preceded by a properly
completed Letter of Transmittal and any other required documents) or a
confirmation of book-entry transfer of such Depositary Shares into the Exchange
Agent's account at the Depository Institution in accordance with such Depository
Institution's ATOP procedures is received, the Trust may, at its option, reject
the tender. In addition to the copy being transmitted herewith, copies of a
Notice of Guaranteed Delivery which may be used by Eligible Institutions for the
purposes described in this paragraph are available from the Exchange Agent and
the Information Agent.
Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Depositary Shares will be determined by the Trust, whose determination will be
final and binding. The Trust reserves the absolute right to reject any or all
tenders not in proper form or the acceptance for exchange of which may, in the
opinion of the Trust's counsel, be unlawful. The Trust also reserves the
absolute right to waive any defect or irregularity in the tender of any
Depositary Shares, and the Trust's interpretation of the terms and conditions of
the Offer (including the instructions in the Letter of Transmittal) will be
final and binding. None of the Trust, the Exchange Agent, the Dealer Managers,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification.
Tenders of Depositary Shares involving any irregularities will not be
deemed to have been made until such irregularities have been cured or waived.
Depositary Shares received by the Exchange Agent that are not validly tendered
and as to which the irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holder (or in the case of
Depositary Shares tendered by book-entry transfer into the Exchange Agent's
account at a Depository Institution, such Depositary Shares will be credited to
an account maintained at the Depository Institution designated by the
participant therein who so delivered such Depositary Shares), unless otherwise
requested by the Holder in the Letter of Transmittal, as promptly as practicable
after the Expiration Date or the withdrawal or termination of the Offer.
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LETTER OF TRANSMITTAL
The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of the Offer.
The party tendering Depositary Shares for exchange (the "Transferor")
exchanges, assigns and transfers the Depositary Shares to the Trust, and
irrevocably constitutes and appoints the Exchange Agent as the Transferor's
agent and attorney-in-fact to cause the Depositary Shares to be assigned,
transferred and exchanged. The Transferor represents and warrants that it has
full power and authority to tender, exchange, assign and transfer the Depositary
Shares and the underlying Series B Preferred and to acquire Preferred Securities
issuable upon the exchange of such tendered Depositary Shares and that, when
such Transferor's Depositary Shares are accepted for exchange, the Trust will
acquire good and unencumbered title to such tendered Depositary Shares and the
underlying Series B Preferred, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The Transferor
also warrants that it will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Depositary Shares or transfer
ownership of such Depositary Shares on the account books maintained by the
Depository Institution. All authority conferred by the Transferor will survive
the death, bankruptcy or incapacity of the Transferor and every obligation of
the Transferor shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of such Transferor.
WITHDRAWAL OF TENDERS
Tenders of Depositary Shares pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date and, unless accepted for exchange by the
Trust, may be withdrawn at any time after 40 Business Days after the date of
this Prospectus.
To be effective, a written notice of withdrawal delivered by mail, hand
delivery or facsimile transmission must be timely received by the Exchange Agent
at one of its addresses set forth on the back cover page hereof. The method of
notification is at the risk and election of the Holder. Any such notice of
withdrawal must specify (i) the Holder named in the Letter of Transmittal as
having tendered Depositary Shares to be withdrawn, (ii) if the Depositary Shares
are held in certificated form, the certificate numbers of the Depositary Shares
to be withdrawn, (iii) that such Holder is withdrawing his election to have such
Depositary Shares exchanged and (iv) the name of the registered Holder of such
Depositary Shares, and must be signed by the Holder in the same manner as the
original signature on the Letter of Transmittal (including any required
signature guarantees) or be accompanied by evidence satisfactory to the Trust
that the person withdrawing the tender has succeeded to the beneficial ownership
of the Depositary Shares being withdrawn. The Exchange Agent will return the
properly withdrawn Depositary Shares promptly following receipt of notice of
withdrawal. If Depositary Shares have been tendered pursuant to the procedure
for book-entry transfer, any notice of withdrawal must specify the name and
number of the account at a Depository Institution to be credited with the
withdrawn Depositary Shares and otherwise comply with such Depository
Institution procedures. All questions as to the validity of notice of
withdrawal, including time of receipt, will be determined by the Trust, and such
determination will be final and binding on all parties. Withdrawals of tenders
of Depositary Shares may not be rescinded and any Depositary Shares withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
Properly withdrawn Depositary Shares, however, may be retendered by following
the procedures therefor described elsewhere herein at any time prior to the
Expiration Date. See "-- Procedures for Tendering".
ACCEPTANCE OF SHARES AND PRORATION
Upon the terms and subject to the conditions of the Offer, including the
Minimum Distribution Condition, if 44,600,000 or fewer Depositary Shares have
been validly tendered and not withdrawn prior to the Expiration Date, the Trust
will accept for exchange all such Depositary Shares. Upon the terms and subject
to the conditions of the Offer, if more than 44,600,000 Depositary Shares have
been validly tendered and not withdrawn prior to the Expiration Date, the Trust
will accept for exchange Depositary Shares from each
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<PAGE> 43
tendering Holder on a pro rata basis, subject to adjustment to avoid the
acceptance for exchange of fractional shares.
If the Trust decides, in its sole discretion, to increase or decrease the
number of Depositary Shares sought in the Offer or to increase or decrease the
consideration offered to Holders of Depositary Shares, and if the Offer is
scheduled to expire less than ten Business Days from and including the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in "-- Expiration Date; Extensions; Amendments; Termination",
then the Offer will be extended for a minimum of ten Business Days from and
including the date of such notice.
All Depositary Shares not accepted pursuant to the Offer, including shares
not accepted because of proration, will be returned to the tendering Holders at
the Trust's expense as promptly as practicable following the Expiration Date.
EXCHANGE AGENT AND INFORMATION AGENT
Chemical Bank has been appointed as Exchange Agent for the Offer.
THE EXCHANGE AGENT IS:
CHEMICAL BANK
<TABLE>
<S> <C>
By Mail: By Hand:
c/o Chemical Mellon Shareholder Services c/o Chemical Mellon Shareholder Services
Midtown Station Reorganization Department
P.O. Box 837 120 Broadway, 13th Floor
New York, NY 10018 New York, NY 10271
By Overnight Courier: By Facsimile Transmission:
(For Eligible Institutions Only)
c/o Chemical Mellon Shareholder Services
Reorganization Department (201) 296-4293
85 Challenger Road
Ridgefield Park, NJ 07660 Confirm by Telephone:
(201) 296-4209
</TABLE>
Georgeson & Company Inc. has been retained as the Information Agent to
assist in connection with the Offer. Questions and requests for assistance
regarding the Offer, requests for additional copies of this Prospectus, the
Letter of Transmittal and requests for Notice of Guaranteed Delivery may be
directed to the Information Agent.
THE INFORMATION AGENT IS:
(GEORGESON & COMPANY INC. LOGO)
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
Ford will pay the Exchange Agent and Information Agent reasonable and
customary fees for their services and will reimburse them for all their
reasonable out-of-pocket expenses in connection therewith.
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<PAGE> 44
DEALER MANAGERS; SOLICITING DEALERS
Merrill Lynch & Co., Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc.,
Goldman, Sachs & Co., Lehman Brothers, PaineWebber Incorporated and Smith Barney
Inc., as Dealer Managers, have agreed to solicit exchanges of Depositary Shares
for Preferred Securities. Ford will pay the Dealer Managers a fee of $0.125 per
Depositary Share accepted pursuant to the Offer. The maximum fee payable to the
Dealer Managers is approximately $5,575,000 plus any amount that the Dealer
Managers may be entitled to pursuant to the next paragraph. Ford will also
reimburse the Dealer Managers for certain reasonable out-of-pocket expenses in
connection with the Offer and will indemnify the Dealer Managers against certain
liabilities, including liabilities under the Securities Act. The Dealer Managers
engage in transactions with, and from time to time have performed services for,
Ford, including acting as underwriters for the issuance of the Depositary
Shares.
Ford will pay to a Soliciting Dealer a solicitation fee of $0.50 per
Depositary Share validly tendered and accepted for exchange pursuant to the
Offer. As used in this Prospectus, "Soliciting Dealer" includes (i) any broker
or dealer in securities, including a Dealer Manager in its capacity as a broker
or dealer, who is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign
broker or dealer not eligible for membership in the NASD who agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (iii) any bank or
trust company, any one of whom has solicited and obtained a tender pursuant to
the Offer. No solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender of depositary receipts evidencing Depositary Shares by a
Holder unless the Letter of Transmittal accompanying such tender designates such
Soliciting Dealer as such in the box captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with Depository
Institutions, the Soliciting Dealer must return a Notice of Solicited Tenders
(included in the materials provided to brokers and dealers) to the Exchange
Agent within three trading days after the Expiration Date in order to receive a
solicitation fee. No solicitation fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares (i) beneficially owned by such Soliciting Dealer or
(ii) registered in the name of such Soliciting Dealer unless such Depositary
Shares are held by such Soliciting Dealer as nominee and such Depositary Shares
are being tendered for the benefit of one or more beneficial owners identified
on the Letter of Transmittal or the Notice of Solicited Tenders. No solicitation
fee shall be payable to the Soliciting Dealer with respect to the tender of
Depositary Shares by the Holder of record, for the benefit of the beneficial
owner, unless the beneficial owner has designated such Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering Holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Ford, the Trust, the
trustees, the Exchange Agent, the Information Agent or the Dealer Managers for
purposes of the Offer.
Other than as described above, Ford will not pay any solicitation fees to
any broker, dealer, bank, trust company or other person for any Depositary
Shares exchanged in connection with the Offer. Ford will reimburse such persons
for customary handling and mailing expenses incurred in connection with the
Offer.
Additional solicitations may be made by telephone, in person or otherwise
by officers and regular employees of Ford and its affiliates. No additional
compensation will be paid to any such officers and employees who engage in
soliciting tenders.
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<PAGE> 45
LISTING AND TRADING OF PREFERRED SECURITIES AND DEPOSITARY SHARES
The Preferred Securities constitute a new issue of securities with no
established trading market. While the Preferred Securities have been approved
for listing on the NYSE, subject to notice of issuance, there can be no
assurance that an active market for the Preferred Securities will develop or be
sustained in the future on such exchange. Although the Dealer Managers have
indicated to the Trust that they intend to make a market in the Preferred
Securities following the Expiration Date as permitted by applicable laws and
regulations prior to the commencement of trading on the NYSE, they are not
obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of,
or trading markets for, the Preferred Securities. In order to satisfy the NYSE
listing requirements, acceptance of Depositary Shares validly tendered in the
Offer is subject to the Minimum Distribution Condition, which condition may not
be waived.
To the extent that Depositary Shares are tendered and accepted in the
Offer, the terms on which untendered Depositary Shares could subsequently be
sold could be adversely affected. In addition, if the Offer is substantially
subscribed or oversubscribed, there would be a significant risk that round lot
holdings of Depositary Shares outstanding following the Offer would be limited.
See "Risk Factors and Special Considerations Relating to the Offer -- Lack of
Established Trading Market for Preferred Securities" and "-- Reduced Trading
Market for Depositary Shares".
TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OFFER
Except as described herein, there are no contracts, arrangements,
understandings or relationships in connection with the Offer between Ford or any
of its directors or executive officers, the Trust or the Trustees and any person
with respect to any securities of Ford or the Trust, including the Junior
Subordinated Debentures, the Series B Preferred, the Depositary Shares and the
Preferred Securities.
FEES AND EXPENSES; TRANSFER TAXES
The expenses of soliciting tenders of the Depositary Shares will be borne
by Ford. For compensation to be paid to the Dealer Managers and Soliciting
Dealers, see "The Offer -- Dealer Managers; Soliciting Dealers". The total cash
expenditures to be incurred by Ford in connection with the Offer, other than
fees payable to the Dealer Managers and Soliciting Dealers, but including the
expenses of the Dealer Managers, printing, accounting and legal fees, and the
fees and expenses of the Exchange Agent, the Information Agent, the
Institutional Trustee, the Delaware Trustee and the Indenture Trustee, are
estimated to be approximately $1,500,000.
Ford will pay all transfer taxes, if any, applicable to the exchange of
Depositary Shares pursuant to the Offer. If, however, certificates representing
Preferred Securities or Depositary Shares not tendered or accepted for exchange,
are to be delivered to, or are to be issued in the name of, any person other
than the registered Holder of the Depositary Shares tendered or if a transfer
tax is imposed for any reason other than the exchange of Depositary Shares
pursuant to the Offer, then the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering Holder.
39
<PAGE> 46
PRICE RANGE OF DEPOSITARY SHARES
The Depositary Shares are listed and principally traded on the NYSE. The
following table sets forth, for each period shown, the high and low sales prices
of the Depositary Shares as reported on the NYSE Composite Tape.
<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1993
1st Quarter................................................................ $27 $25 1/4
2nd Quarter................................................................ 27 5/8 26 1/8
3rd Quarter................................................................ 27 3/4 26 3/4
4th Quarter................................................................ 28 5/8 26 1/2
YEAR ENDED DECEMBER 31, 1994
1st Quarter................................................................ 28 25 5/8
2nd Quarter................................................................ 26 24 5/8
3rd Quarter................................................................ 26 25
4th Quarter................................................................ 25 1/4 23 1/2
YEAR ENDING DECEMBER 31, 1995
1st Quarter................................................................ 26 24 1/4
2nd Quarter................................................................ 27 1/4 25 3/4
3rd Quarter................................................................ 27 11/16 26 1/2
</TABLE>
On September 19, 1995, the last full day of trading prior to the first
public announcement of the Offer, the closing sales price of Depositary Shares
on the NYSE as reported on the Composite Tape was $27 1/2 per share.
Stockholders are urged to obtain a current market quotation for Depositary
Shares.
40
<PAGE> 47
DESCRIPTION OF THE PREFERRED SECURITIES
The Preferred Securities will be issued pursuant to the terms of the
Declaration which will be qualified under the Trust Indenture Act. The Bank of
New York as the Institutional Trustee, but not the other Trustees of the Trust,
will act as the indenture trustee for purposes of the Trust Indenture Act. The
terms of the Preferred Securities and the Declaration include those stated in
the Declaration and those made part of the Declaration by the Trust Indenture
Act. The description of the Preferred Securities and the Declaration set forth
below summarizes the material terms thereof and is subject to, and qualified in
its entirety by reference to, the Declaration, which has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, the
Business Trust Act and the Trust Indenture Act.
GENERAL
The Declaration authorizes the Trust to issue the Preferred Securities,
which represent preferred undivided beneficial interests in the assets of the
Trust, and the Common Securities, which represent common undivided beneficial
interests in the assets of the Trust. All of the Common Securities will be
owned, directly or indirectly, by Ford. The Common Securities and the Preferred
Securities will have equivalent terms except that (i) if an Event of Default
under the Declaration occurs and is continuing, the rights of the holders of the
Common Securities to payment in respect of periodic distributions and payments
upon liquidation, redemption or otherwise are subordinated to the rights of the
holders of the Preferred Securities and (ii) holders of Common Securities have
the exclusive right (subject to the terms of the Declaration) to appoint, remove
or replace Trustees and to increase or decrease the number of Trustees. The
Declaration does not permit the issuance by the Trust of any securities or other
evidences of beneficial ownership of, or beneficial interests in, the Trust
other than the Preferred Securities and the Common Securities, the incurrence of
any indebtedness for borrowed money by the Trust or the making of any investment
other than in the Junior Subordinated Debentures. The payment of distributions
out of moneys held by the Trust and payments on redemption of the Preferred
Securities or liquidation of the Trust are guaranteed by Ford on a subordinated
basis as and to the extent described under "Description of the Preferred
Securities Guarantee". The Institutional Trustee will hold the Preferred
Securities Guarantee for the benefit of holders of the Preferred Securities. The
Preferred Securities Guarantee covers distributions and other payments on the
Preferred Securities only if and to the extent that Ford has made a payment to
the Institutional Trustee of interest or principal on the Junior Subordinated
Debentures deposited in the Trust as trust assets. The Preferred Securities
Guarantee, when taken together with Ford's obligations under the Junior
Subordinated Debentures and the Indenture and its obligations under the
Declaration, including its obligation to pay costs, expenses and certain
liabilities of the Trust, constitutes a full and unconditional guarantee of
amounts due on the Preferred Securities.
DISTRIBUTIONS
Distributions on the Preferred Securities will be fixed at a rate per annum
of 9% of the stated liquidation amount of $25 per Preferred Security.
Distributions in arrears will bear interest thereon at the rate per annum of 9%,
compounded quarterly to the extent permitted by applicable law. The term
"distributions" as used herein includes any such cash distributions and any such
interest payable unless otherwise stated. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months and for any period shorter than a full quarterly period for which
distributions are computed, the amount of the distribution payable will be
computed on the basis of the actual number of days elapsed in such a 30-day
month.
Distributions on the Preferred Securities will be cumulative, will accrue
from the Accrual Date and, except as otherwise described below, will be payable
quarterly in arrears, on March 31, June 30, September 30 and December 31 of each
year, commencing on December 31, 1995, but only if, and to the extent that,
interest payments are made in respect of Junior Subordinated Debentures held by
the Trust. In addition, holders of Preferred Securities will be entitled to an
additional cash distribution at the rate of 8.25% per annum of the liquidation
amount thereof from December 1, 1995 through the Expiration Date in lieu of
dividends accumulating after December 1, 1995 on their Depositary Shares
accepted for exchange, such additional
41
<PAGE> 48
distribution to be made on December 31, 1995 to holders of the Preferred
Securities on the record date for such distribution.
So long as Ford shall not be in default in the payment of interest on the
Junior Subordinated Debentures, Ford has the right under the Indenture to defer
payments of interest on the Junior Subordinated Debentures by extending the
interest payment period from time to time on the Junior Subordinated Debentures
for a period not exceeding 20 consecutive quarterly interest periods and, as a
consequence, quarterly distributions on the Preferred Securities would not be
made (but would continue to accrue with interest thereon at the rate of 9% per
annum, compounded quarterly to the extent permitted by applicable law) by the
Trust during any such Extension Period. If Ford exercises the right to extend an
interest payment period, Ford may not, during any such Extension Period, declare
or pay dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its common stock or preferred stock
or any other securities similar to the Preferred Securities or the Junior
Subordinated Debentures or make any guarantee payments with respect thereto;
provided that Ford will be permitted to pay dividends (and cash in lieu of
fractional shares) upon the conversion, other than at the option of Ford, of any
of its preferred stock, including its Series A Cumulative Convertible Preferred
Stock, in accordance with the terms of such stock. Any Extension Period with
respect to payment of interest on the Junior Subordinated Debentures will also
apply to distributions with respect to the Preferred Securities and all other
securities with similar terms. Prior to the termination of any such Extension
Period, Ford may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed 20 consecutive quarterly interest periods. Upon the termination
of any Extension Period and the payment of all amounts then due, Ford may
commence a new Extension Period, subject to the above requirements. Ford may
also pay on any Interest Payment Date all or any portion of the interest accrued
during an Extension Period. Consequently, there could be multiple Extension
Periods of varying lengths (up to six Extension Periods of 20 consecutive
quarterly interest periods each or more numerous shorter Extension Periods)
throughout the term of the Junior Subordinated Debentures, provided that no
Extension Period may extend beyond the maturity of the Junior Subordinated
Debentures. See "Risk Factors and Special Considerations Relating to the Offer
- -- Ford May Defer Interest Payments on Junior Subordinated Debentures";
"Description of the Junior Subordinated Debentures -- Interest" and "-- Option
to Extend Interest Payment Period". Payments of accrued distributions will be
payable to holders of Preferred Securities as they appear on the books and
records of the Trust on the first record date after the end of an Extension
Period.
Distributions on the Preferred Securities must be paid on the dates payable
to the extent that the Institutional Trustee has cash on hand to permit such
payment. The funds available for distribution to the holders of the Preferred
Securities will be limited to payments received by the Trust in respect of the
Junior Subordinated Debentures that are deposited in the Trust as trust assets.
See "Description of the Junior Subordinated Debentures". If Ford does not make
interest payments on the Junior Subordinated Debentures, the Trust will not make
distributions on the Preferred Securities. Under the Declaration, if and to the
extent Ford does make interest payments on the Junior Subordinated Debentures
deposited in the Trust as trust assets, the Trust is obligated to make
distributions on the Trust Securities on a Pro Rata Basis. The payment of
distributions on the Preferred Securities is guaranteed by Ford on a
subordinated basis as and to the extent set forth under "Description of the
Preferred Securities Guarantee". The Preferred Securities Guarantee covers
distributions and other payments on the Preferred Securities only if and to the
extent that Ford has made a payment to the Trust of interest or principal on the
Junior Subordinated Debentures deposited in the Trust as trust assets. The
liquidation amount of each Common Security is $25 per share.
Distributions on the Preferred Securities will be made to the holders
thereof as they appear on the books and records of the Trust on the relevant
record dates, which will be 15 days prior to the relevant distribution dates.
The Declaration provides that the payment dates or record dates for the
Preferred Securities shall be the same as the payment dates and record dates for
the Junior Subordinated Debentures. Distributions payable on any Preferred
Securities that are not punctually paid on any distribution date as a result of
Ford having failed to make the corresponding interest payment on the Junior
Subordinated Debentures will forthwith cease to be payable to the person in
whose name such Preferred Security is registered on the relevant
42
<PAGE> 49
record date, and such defaulted distribution will instead be payable to the
person in whose name such Preferred Security is registered on the special record
date established by the Regular Trustees, which record date shall correspond to
the special record date or other specified date determined in accordance with
the Indenture; provided, however, that distributions shall not be considered
payable on any distribution payment date falling within an Extension Period
unless Ford has elected to make a full or partial payment of interest accrued on
the Junior Subordinated Debentures on such distribution payment date.
Distributions on the Preferred Securities will be paid by the Trust. All
distributions paid with respect to the Trust Securities shall be paid on a Pro
Rata Basis to the holders thereof entitled thereto. If any date on which
distributions are to be made on the Preferred Securities is not a Business Day,
then payment of the distribution to be made on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
If, at any time, a Tax Event or an Investment Company Event (each as
hereinafter defined, and each a "Special Event") shall occur and be continuing,
the Trust shall, unless the Junior Subordinated Debentures are redeemed in the
limited circumstances described below, be dissolved with the result that, after
satisfaction of creditors of the Trust, Junior Subordinated Debentures with an
aggregate principal amount equal to the aggregate stated liquidation amount of
the Preferred Securities and the Common Securities would be distributed on a Pro
Rata Basis to the holders of the Preferred Securities and the Common Securities
in liquidation of such holders' interests in the Trust, within 90 days following
the occurrence of such Special Event; provided, however, that in the case of the
occurrence of a Tax Event, as a condition of such dissolution and distribution,
the Regular Trustees shall have received an opinion of nationally recognized
independent tax counsel experienced in such matters (a "No Recognition
Opinion"), which opinion may rely on any then applicable published revenue
rulings of the Internal Revenue Service, to the effect that the holders of the
Preferred Securities will not recognize any gain or loss for United States
federal income tax purposes as a result of such dissolution and distribution of
Junior Subordinated Debentures; and, provided, further, that, if at the time
there is available to the Trust the opportunity to eliminate, within such 90-day
period, the Special Event by taking some ministerial action, such as filing a
form or making an election, or pursuing some other similar reasonable measure,
which has no adverse effect on the Trust or Ford or the holders of the Preferred
Securities, the Trust will pursue such measure in lieu of dissolution.
Furthermore, if in the case of the occurrence of a Tax Event, (i) the Regular
Trustees have received an opinion (a "Redemption Tax Opinion") of nationally
recognized independent tax counsel experienced in such matters that, as a result
of a Tax Event, there is more than an insubstantial risk that Ford would be
precluded from deducting the interest on the Junior Subordinated Debentures for
United States federal income tax purposes even if the Junior Subordinated
Debentures were distributed to the holders of Preferred Securities and Common
Securities in liquidation of such holders' interests in the Trust as described
above or (ii) the Regular Trustees shall have been informed by such tax counsel
that a No Recognition Opinion cannot be delivered to the Trust, Ford shall have
the right, upon not less than 10 nor more than 60 days' notice, to redeem the
Junior Subordinated Debentures in whole or in part for cash within 90 days
following the occurrence of such Tax Event, and promptly following such
redemption Preferred Securities and Common Securities with an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Subordinated Debentures so redeemed will be redeemed by the Trust at the
Redemption Price on a Pro Rata Basis; provided, however, that if at the time
there is available to Ford or the Regular Trustees the opportunity to eliminate,
within such 90-day period, the Tax Event by taking some ministerial action, such
as filing a form or making an election, or pursuing some other similar
reasonable measure, which has no adverse effect on the Trust, Ford or the
holders of the Preferred Securities, Ford, or the Regular Trustees on behalf of
the Trust, will pursue such measure in lieu of redemption and provided further
that Ford shall have no right to redeem the Junior Subordinated Debentures while
the Regular Trustees on behalf of the Trust are pursuing any such ministerial
action. The Common Securities will be redeemed on a Pro Rata Basis with the
Preferred Securities, except that if an Event of Default under the Declaration
has
43
<PAGE> 50
occurred and is continuing, the Preferred Securities will have a priority over
the Common Securities with respect to payment of the Redemption Price.
"Tax Event" means that the Regular Trustees shall have obtained an opinion
of nationally recognized independent tax counsel experienced in such matters (a
"Dissolution Tax Opinion") to the effect that on or after the Expiration Date as
a result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) any amendment
to, or change in, an interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of any
judicial decision or regulatory determination), (c) any interpretation or
pronouncement that provides for a position with respect to such laws or
regulations that differs from the theretofore generally accepted position or (d)
any action taken by any governmental agency or regulatory authority, which
amendment or change is enacted, promulgated, issued or announced or which
interpretation or pronouncement is issued or announced or which action is taken,
in each case on or after the Expiration Date, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
thereof, subject to United States federal income tax with respect to income
accrued or received on the Junior Subordinated Debentures, (ii) the Trust is, or
will be within 90 days of the date thereof, subject to more than a de minimis
amount of other taxes, duties or other governmental charges or (iii) interest
payable by Ford to the Trust on the Junior Subordinated Debentures is not, or
within 90 days of the date thereof will not be, deductible by Ford for United
States federal income tax purposes.
"Investment Company Event" means that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
practice under the Investment Company Act of 1940, as amended (the "1940 Act"),
that as a result of the occurrence of a change in law or regulation or a change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that the Trust is or will be considered
an "investment company" which is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the Expiration Date.
On the date fixed for any distribution of Junior Subordinated Debentures,
upon dissolution of the Trust, (i) the Preferred Securities and the Common
Securities will no longer be deemed to be outstanding and (ii) certificates
representing Trust Securities will be deemed to represent beneficial interests
in the Junior Subordinated Debentures having an aggregate principal amount equal
to the stated liquidation amount of, and bearing accrued and unpaid interest
equal to accrued and unpaid distributions on, such Trust Securities until such
certificates are presented to Ford or its agent for transfer or reissuance.
There can be no assurance as to the market price for the Junior
Subordinated Debentures which may be distributed in exchange for Trust
Securities if a dissolution and liquidation of the Trust were to occur.
Accordingly, the Junior Subordinated Debentures which the investor may
subsequently receive on dissolution and liquidation of the Trust may trade at a
discount to the price of the Trust Securities exchanged. If the Junior
Subordinated Debentures are distributed to the holders of Trust Securities upon
the dissolution of the Trust, Ford will use its best efforts to list the Junior
Subordinated Debentures on the NYSE or on such other exchange on which the
Preferred Securities are then listed.
MANDATORY REDEMPTION
Upon the repayment of the Junior Subordinated Debentures, whether at
maturity, upon redemption or otherwise, the proceeds from such repayment or
payment will be promptly applied to redeem Preferred Securities and Common
Securities having an aggregate liquidation amount equal to the Junior
Subordinated Debentures so repaid, upon not less than 10 nor more than 60 days'
notice, at the Redemption Price. The Common Securities will be entitled to be
redeemed on a Pro Rata Basis with the Preferred Securities, except that if an
Event of Default under the Declaration has occurred and is continuing, the
Preferred Securities will have a priority over the Common Securities with
respect to payment of the Redemption Price. Subject to the foregoing, if fewer
than all outstanding Preferred Securities and Common Securities are to be
redeemed, the Preferred Securities and Common Securities will be redeemed on a
Pro Rata Basis. In the event fewer than all
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outstanding Preferred Securities are to be redeemed, Preferred Securities
registered in the name of and held by a Depository Institution or its nominee
will be redeemed pro rata as described under "-- Book-Entry; Delivery and Form"
below.
REDEMPTION PROCEDURES
The Trust may not redeem fewer than all the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Preferred Securities for all quarterly distribution periods terminating on or
prior to the date of redemption.
If the Trust gives a notice of redemption in respect of Preferred
Securities (which notice will be irrevocable), then immediately prior to the
close of business on the redemption date, provided that Ford has paid to the
Trust a sufficient amount of cash in connection with the related redemption or
maturity of the Junior Subordinated Debentures, distributions will cease to
accrue on the Preferred Securities called for redemption, such Preferred
Securities shall no longer be deemed to be outstanding and all rights of holders
of such Preferred Securities so called for redemption will cease, except the
right of the holders of such Preferred Securities to receive the Redemption
Price, but without interest on such Redemption Price. Neither the Trustees nor
the Trust shall be required to register or cause to be registered the transfer
of any Preferred Securities which have been so called for redemption. If any
date fixed for redemption of Preferred Securities is not a Business Day, then
payment of the Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day falls in the
next calendar year, such payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date fixed for redemption. If Ford fails to repay Junior Subordinated Debentures
on maturity or on the date fixed for a redemption or if payment of the
Redemption Price in respect of Preferred Securities is improperly withheld or
refused and not paid by the Trust or by Ford pursuant to the Preferred
Securities Guarantee described under "Description of the Preferred Securities
Guarantee", distributions on such Preferred Securities will continue to accrue
from the original redemption date of the Preferred Securities to the date of
payment in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.
The Trust shall not be required to (i) issue, register the transfer of or
exchange of any Trust Securities during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Trust
Securities and ending at the close of business on the day of the mailing of the
relevant notice of redemption and (ii) register the transfer of or exchange of
any Trust Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any Trust Securities being redeemed in part.
If a partial redemption of the Preferred Securities would result in the
delisting of the Preferred Securities by any national securities exchange or
other organization on which the Preferred Securities are then listed, Ford
pursuant to the Indenture will only redeem the Junior Subordinated Debentures in
whole and, as a result, the Trust may only redeem the Preferred Securities in
whole.
Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), Ford or any of its subsidiaries may at
any time and from time to time purchase outstanding Preferred Securities by
tender, in the open market or by private agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the holders of the Preferred Securities and Common
Securities at the date of dissolution, winding-up or termination of the Trust
will be entitled to receive on a Pro Rata Basis solely out of the assets of the
Trust, after satisfaction of liabilities of creditors (to the extent not
satisfied by Ford as provided in the Declaration), an amount equal to the
aggregate of the stated liquidation amount of $25 per Trust Security plus
accrued and unpaid distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
dissolution, winding-up or termination, Junior Subordinated Debentures in an
aggregate principal amount equal to the aggregate stated liquidation amount of
such Trust Securities, and bearing accrued and unpaid interest in an amount
equal to the accrued and unpaid distributions on such Trust
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Securities, shall be distributed on a Pro Rata Basis to the holders of the
Preferred Securities and Common Securities in exchange therefor.
If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Preferred Securities and the Common Securities shall be paid on a
Pro Rata Basis.
The holders of the Common Securities will be entitled to receive
distributions upon any such dissolution on a Pro Rata Basis with the holders of
the Preferred Securities, except that if an Event of Default under the
Declaration has occurred and is continuing, the Preferred Securities shall have
a priority over the Common Securities with respect to payment of the Liquidation
Distribution.
Pursuant to the Declaration, the Trust shall terminate: (i) on December 31,
2026, (ii) when all of the Trust Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have been paid
to the holders of Trust Securities in accordance with the terms of the Trust
Securities, or (iii) when all of the Junior Subordinated Debentures shall have
been distributed to the holders of Trust Securities in exchange for all of the
Trust Securities in accordance with the terms of the Trust Securities.
NO MERGER, CONSOLIDATION OR AMALGAMATION OF THE TRUST
The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets to, any
corporation or other entity.
DECLARATION EVENTS OF DEFAULT
An Indenture Event of Default will constitute an Event of Default under the
Declaration; provided that pursuant to the Declaration, the holder of the Common
Securities will be deemed to have waived any such Event of Default with respect
to the Common Securities until all Events of Default with respect to the
Preferred Securities have been cured or waived. Until all such Events of Default
with respect to the Preferred Securities have been cured or waived, the
Institutional Trustee will be deemed to be acting solely on behalf of the
holders of the Preferred Securities, and only the holders of the Preferred
Securities will have the right to direct the Institutional Trustee with respect
to certain matters under the Declaration and consequently under the Indenture.
In the event that any Event of Default with respect to the Preferred Securities
is waived by the holders of the Preferred Securities as provided in the
Declaration, the holders of Common Securities pursuant to the Declaration have
agreed that such waiver also constitutes a waiver of such Event of Default with
respect to the Common Securities for all purposes under the Declaration without
any further act, vote or consent of the holders of the Common Securities. See
"-- Voting Rights".
Upon the occurrence of an Event of Default, the Institutional Trustee will
have the right under the Indenture to declare the principal of and interest on
the Junior Subordinated Debentures to be immediately due and payable. In
addition, the Institutional Trustee will have the power to exercise all rights,
powers and privileges under the Indenture. See "Description of the Junior
Subordinated Debentures".
VOTING RIGHTS
Except as provided below, under "-- Modification and Amendment of the
Declaration" and "Description of the Preferred Securities Guarantee --
Amendments and Assignment" and as otherwise required by the Business Trust Act,
the Trust Indenture Act and the Declaration, the holders of the Preferred
Securities will have no voting rights.
Subject to the requirements of the second to last sentence of this
paragraph, the holders of a majority in aggregate liquidation amount of the
Preferred Securities have the right (i) on behalf of all holders of Preferred
Securities, to waive any past default that is waivable under the Declaration and
(ii) to direct the time, method and place of conducting any proceeding for any
remedy available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration; provided,
however, that the holders of the Preferred Securities will vote as a single
class (the "Capital Trust Voting Class") with any holders of any other preferred
undivided beneficial interests of a Ford Motor Company Capital Trust, such as
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the Preferred Securities, similarly situated with respect to debt securities
issued pursuant to the Indenture (including the Junior Subordinated Debentures)
with respect to the right to direct an Institutional Trustee, to (x) direct the
time, method and place of conducting any proceeding for any remedy available to
the Indenture Trustee or exercising any trust or power conferred on the
Indenture Trustee with respect to debt securities issued pursuant to the
Indenture (including the Junior Subordinated Debentures), (y) waive any past
default and its consequences that is waivable under Section 5.13 of the
Indenture with respect to debt securities issued pursuant to the Indenture
(including the Junior Subordinated Debentures) or (z) exercise any right to
rescind or annul a declaration that the principal of all debt securities issued
pursuant to the Indenture (including the Junior Subordinated Debentures) shall
be due and payable; provided that where a consent under the Indenture would
require the consent of (1) holders of debt securities issued pursuant to the
Indenture (including Junior Subordinated Debentures) representing a specified
percentage greater than a majority in principal amount of such securities or (2)
each holder of such securities affected thereby, no such consent shall be given
by any Trustee without the prior consent of, in the case of clause (1) above,
holders of securities in the Capital Trust Voting Class representing such
specified percentage or, in the case of clause (2) above, each holder of
securities in the Capital Trust Voting Class affected thereby. The Institutional
Trustee shall not revoke or take any action inconsistent with any action
previously authorized or approved by a vote of the holders of Preferred
Securities. The Institutional Trustee shall notify all holders of record of
Preferred Securities of any notice of default received from the Indenture
Trustee with respect to the Junior Subordinated Debentures. Other than with
respect to directing the time, method and place of conducting any proceeding for
any remedy available to the Institutional Trustee or the Indenture Trustee as
set forth above, the Institutional Trustee shall be under no obligation to take
any of the foregoing actions at the direction of the holders of the Preferred
Securities unless the Institutional Trustee shall have obtained an opinion of
nationally recognized independent tax counsel recognized as expert in such
matters to the effect that the Trust will not be classified for United States
federal income tax purposes as an association taxable as a corporation or a
partnership on account of such action and will be treated as a grantor trust for
United States federal income tax purposes following such action. If the
Institutional Trustee fails to enforce its rights under the Declaration
(including, without limitation, its rights, powers and privileges as a holder of
the Junior Subordinated Debentures under the Indenture), any holder of Preferred
Securities may, upon such holder's written request to the Institutional Trustee
to enforce such rights, institute a legal proceeding directly against Ford to
enforce the Institutional Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Institutional Trustee or any other
Person.
A waiver of an Indenture Event of Default by the Institutional Trustee at
the direction of holders of the Preferred Securities will constitute a waiver of
the corresponding Event of Default under the Declaration in respect of the Trust
Securities.
In the event the consent of the Trust as the holder of the Junior
Subordinated Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Junior
Subordinated Debentures, the Institutional Trustee shall request the direction
of the holders of the Trust Securities with respect to such amendment,
modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a majority in liquidation amount of
the Trust Securities voting together in the Capital Trust Voting Class,
provided, however, that where any such amendment, modification or termination of
the Indenture would require the consent of (i) holders of debt securities issued
pursuant to the Indenture representing a specified percentage greater than a
majority in principal amount of such securities or (ii) each holder of such debt
securities, the Trustee may only give such consent at the direction of the
holders of securities in the Capital Trust Voting Class representing such
specified percentage in the case of clause (i) above, or each holder of
securities in the Capital Trust Voting Class affected thereby, in the case of
clause (ii) above; and, provided, further, that the Institutional Trustee shall
be under no obligation to take any such action in accordance with the directions
of the holders of the Trust Securities unless the Institutional Trustee has
obtained an opinion of nationally recognized independent tax counsel recognized
as expert in such matters to the effect that the Trust will not be classified
for United States federal income tax purposes as an association taxable as a
corporation or a partnership on account of such action and will be treated as a
grantor trust for United States federal income tax purposes following such
action.
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Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written consent. The Regular Trustees will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be
mailed to each holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.
No vote or consent of the holders of Preferred Securities will be required
for the Trust to redeem and cancel Preferred Securities or distribute Junior
Subordinated Debentures in accordance with the Declaration.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities at such time that are owned by Ford or by any entity directly or
indirectly controlling or controlled by or under direct or indirect common
control with Ford shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if they were not outstanding.
The procedures by which persons owning Preferred Securities registered in
the name of and held by a Depositary Institution or its nominee may exercise
their voting rights are described under "-- Book-Entry; Delivery and Form"
below.
Holders of the Preferred Securities will have no rights to increase or
decrease the number of Trustees or to appoint, remove or replace a Trustee,
which rights are vested exclusively in the holders of the Common Securities.
MODIFICATION AND AMENDMENT OF THE DECLARATION
The Declaration may be modified and amended on approval of a majority of
the Regular Trustees, provided that, if any proposed modification or amendment
provides for, or the Regular Trustees otherwise propose to effect, (i) any
action that would adversely affect the powers, preferences or special rights of
the Trust Securities, whether by way of amendment to the Declaration or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust other
than pursuant to the terms of the Declaration, then the holders of the
outstanding Trust Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of at least a majority in liquidation amount of the
Trust Securities, provided that if any amendment or proposal referred to in
clause (i) above would adversely affect only the Preferred Securities or the
Common Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a majority in liquidation amount of such class of
Trust Securities.
Notwithstanding the foregoing, (i) no amendment or modification may be made
to the Declaration unless the Regular Trustees shall have obtained (A) either a
ruling from the Internal Revenue Service or a written unqualified opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that such amendment will not cause the Trust to be classified for United
States federal income tax purposes as an association taxable as a corporation or
a partnership and to the effect that the Trust will continue to be treated as a
grantor trust for purposes of United States federal income taxation and (B) a
written unqualified opinion of nationally recognized independent counsel
experienced in such matters to the effect that such amendment will not cause the
Trust to be an "investment company" which is required to be registered under the
1940 Act; (ii) certain specified provisions of the Declaration may not be
amended without the consent of all of the holders of the Trust Securities, (iii)
no amendment which adversely affects the rights, powers and privileges of the
Institutional Trustee shall be made without the consent of the Institutional
Trustee, (iv) Article IV of the Declaration relating to the obligation of Ford
to purchase the Common Securities and to pay certain obligations and expenses of
the Trust as described under "Ford Motor Company Capital Trust I" may not be
amended without the consent of Ford, and (v) the rights of holders of
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Common Securities under Article V of the Declaration to increase or decrease the
number of, and to appoint, replace or remove, Trustees shall not be amended
without the consent of each holder of Common Securities.
The Declaration further provides that it may be amended without the consent
of the holders of the Trust Securities to (i) cure any ambiguity, (ii) correct
or supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration, (iii) add to the
covenants, restrictions or obligations of Ford, (iv) preserve the status of the
Trust as a grantor trust for federal income tax purposes, and (v) to conform to
changes in, or a change in interpretation or application of, certain 1940 Act
requirements by the Commission, which amendment does not adversely affect the
rights, preferences or privileges of the holders of Trust Securities.
BOOK-ENTRY; DELIVERY AND FORM
Preferred Securities will be issued in fully registered form. Investors may
elect to hold their Preferred Securities directly or, subject to the rules and
procedures of a Depository Institution described below, hold interests in a
global certificate (the "Preferred Securities Global Certificate") registered in
the name of a Depository Institution or its nominee. However, tendering holders
of Depositary Shares held in global form shall initially receive an interest in
the Preferred Securities Global Certificate and tendering holders of Depositary
Shares held directly in certificated form shall initially receive Preferred
Securities in certificated form, in each case unless otherwise specified in the
Letter of Transmittal. See "The Offer -- Procedures for Tendering".
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in a global Preferred
Security.
A Depository Institution holds securities that its participants
("Participants") deposit with the Depository Institution. A Depository
Institution also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations ("Direct Participants").
A Depository Institution is owned by a number of its Direct Participants and by
the NYSE, the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the Depository Institution's system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to a Depository Institution and its Participants are on file with the
Commission.
Upon issuance of a Preferred Securities Global Certificate, the Depository
Institution will credit on its book-entry registration and transfer system the
number of Preferred Securities represented by such Preferred Securities Global
Certificate to the accounts of institutions that have accounts with the
Depository Institution. Ownership of beneficial interests in a Preferred
Securities Global Certificate will be limited to Participants or persons that
may hold interests through Participants. The ownership interest of each actual
purchaser of each Preferred Security ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from the Depository Institution of their
purchases, but Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the Beneficial
Owners purchased Preferred Securities. Transfers of ownership interests in the
Preferred Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners.
A Depository Institution has no knowledge of the actual Beneficial Owners
of the Preferred Securities; a Depository Institution's records reflect only the
identity of the Direct Participants to whose accounts such Preferred Securities
are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of their
customers. So long as a Depository Institution, or its nominee, is the owner of
a Preferred Securities Global Certificate, a Depository Institution or
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such nominee, as the case may be, will be considered the sole owner and holder
of record of the Preferred Securities represented by such Preferred Securities
Global Certificate for all purposes.
Conveyance of notices and other communications by a Depository Institution
to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to the Depository Institution. If less
than all of the Preferred Securities are being redeemed, the Depository
Institution will reduce pro rata (subject to adjustment to eliminate fractional
Preferred Securities) the amount of interest of each Direct Participant in the
Preferred Securities to be redeemed.
Although voting with respect to the Preferred Securities is limited, in
those instances in which a vote is required, the Depository Institution will not
consent or vote with respect to Preferred Securities. Under its usual
procedures, the Depository Institution would mail an Omnibus Proxy to the Trust
as soon as possible after the record date. The Omnibus Proxy assigns the
Depository Institution's consenting or voting rights to those Direct
Participants to whose accounts the Preferred Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Distribution payments on the Preferred Securities represented by a
Preferred Series Global Certificate will be made by the Trust to the Depository
Institution. The Depository Institution's practice is to credit Direct
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on a Depository Institution's records unless the
Depository Institution has reason to believe that it will not receive payments
on such payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices and will be the
responsibility of such Participants and not of a Depository Institution, the
Trust or Ford, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of distributions to a Depository Institution
is the responsibility of the Trust, disbursement of such payments to Direct
Participants is the responsibility of the Depository Institution, and
disbursement of such payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.
A Depository Institution may discontinue providing its services as
securities depository with respect to the Preferred Securities at any time by
giving reasonable notice to the Trust. Under such circumstances, if a successor
securities depository is not obtained, Preferred Security certificates will be
required to be printed and delivered. Additionally, the Trust may decide to
discontinue use of the system of book-entry transfers through the Depository
Institution (or a successor depository). In that event, certificates for the
Preferred Securities will be printed and delivered.
The information in this section concerning the Depository Institution and
the Depository Institution's book-entry system has been obtained from sources
that the Trust and Ford believe to be reliable, but the Trust and Ford take no
responsibility for the accuracy thereof.
REGISTRAR, TRANSFER AGENT AND PAYING AGENT
Chemical Bank or one of its affiliates will act as registrar and transfer
agent for the Preferred Securities. Chemical Bank will also act as paying agent
and, with the consent of the Regular Trustees, may designate additional paying
agents.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of the Trust, but upon payment (with the giving of such
indemnity as the Trust or Ford may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.
The Trust will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.
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INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
The Institutional Trustee, prior to a default with respect to the Trust
Securities, undertakes to perform only such duties as are specifically set forth
in the Declaration and, after default, shall exercise the same degree of care as
a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provision, the Institutional Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The Institutional Trustee is not required to expend or risk its own
funds or otherwise incur personal financial liability in the performance of its
duties if the Institutional Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it.
Ford and certain of its affiliates maintain deposit accounts and banking
relationships with the Institutional Trustee.
GOVERNING LAW
The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the laws of the State of Delaware.
MISCELLANEOUS
The Preferred Securities have been approved for listing on the NYSE,
subject to notice of issuance. The Regular Trustees are authorized and directed
to take such action as they deem reasonable in order that the Trust will not be
deemed to be an "investment company" required to be registered under the 1940
Act or that the Trust will not be classified for United States federal income
tax purposes as an association taxable as a corporation or a partnership and
will be treated as a grantor trust for United States federal income tax
purposes. In this connection, the Regular Trustees are authorized to take any
action, not inconsistent with applicable law, the certificate of trust or the
Declaration, that the Regular Trustees determine in their discretion to be
reasonable and necessary or desirable for such purposes, as long as such action
does not adversely affect the interests of holders of the Trust Securities.
Ford and the Regular Trustees on behalf of the Trust will be required to
provide to the Institutional Trustee annually a certificate as to whether or not
Ford and the Trust, respectively, are in compliance with all the conditions and
covenants under the Declaration.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE
Set forth below is a summary of information concerning the Preferred
Securities Guarantee that will be executed and delivered by Ford for the benefit
of the holders from time to time of Preferred Securities. The Preferred
Securities Guarantee is separately qualified under the Trust Indenture Act and
will be held by The Bank of New York acting in its capacity as indenture trustee
with respect thereto, for the benefit of the holders of the Preferred
Securities. The terms of the Preferred Securities Guarantee include those stated
in such Guarantee and those made part of the Preferred Securities Guarantee by
the Trust Indenture Act. The summary set forth below does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the Preferred Securities Guarantee, which is
filed as an exhibit to the Registration Statement of which this Prospectus forms
a part, and the Trust Indenture Act.
GENERAL
Pursuant to the Preferred Securities Guarantee, Ford will agree, to the
extent set forth therein, to pay in full to the holders of the Preferred
Securities, the Guarantee Payments (as defined below) (without duplication of
amounts theretofore paid by the Trust), to the extent not paid by the Trust,
regardless of any defense, right of set-off or counterclaim that the Trust may
have or assert. The following payments or distributions with respect to the
Preferred Securities to the extent not paid or made by the Trust (the "Guarantee
Payments") will be subject to the Guarantee (without duplication): (i) any
accrued and unpaid
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distributions on the Preferred Securities and the redemption price, including
all accrued and unpaid distributions to the date of the redemption, with respect
to the Preferred Securities called for redemption by the Trust but only if and
to the extent that in each case Ford has made a payment to the Institutional
Trustee of interest or principal on the Junior Subordinated Debentures and (ii)
upon a voluntary or involuntary dissolution, winding-up or termination of the
Trust (other than in connection with the distribution of Junior Subordinated
Debentures to holders of Trust Securities or the redemption of all of the
Preferred Securities upon the maturity or redemption of the Junior Subordinated
Debentures) the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of
payment, to the extent the Trust has funds available therefor, and (b) the
amount of assets of the Trust remaining available for distribution to holders of
Preferred Securities in liquidation of the Trust. Ford's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
Ford to the holders of Preferred Securities or by paying the required amount to
the Trust and causing the Trust to pay such amounts to such holders. The
Preferred Securities Guarantee, when taken together with Ford's obligations
under the Junior Subordinated Debentures and the Indenture and its obligations
under the Declaration, including its obligation to pay costs, expenses and
certain liabilities of the Trust, constitutes a full and unconditional guarantee
of amounts due on the Preferred Securities.
CERTAIN COVENANTS OF FORD
In the Preferred Securities Guarantee, Ford will covenant that, so long as
any Preferred Securities remain outstanding, Ford will not declare or pay any
dividends on, or redeem, purchase, acquire or make a distribution or liquidation
payment with respect to, any of its common stock or preferred stock or any other
securities similar to the Preferred Securities or the Junior Subordinated
Debentures or make any guarantee payment with respect thereto if at such time
(i) Ford shall be in default with respect to its Guarantee Payments or other
payment obligations under the Preferred Securities Guarantee, (ii) there shall
have occurred and be continuing any event of default under the Indenture or
(iii) Ford shall have given notice of its selection of an Extension Period as
provided in the Indenture and such period, or any extension thereof, is
continuing; provided that Ford will be permitted to pay dividends (and cash in
lieu of fractional shares) upon the conversion, other than at the option of
Ford, of any of its preferred stock, including its Series A Cumulative
Convertible Preferred Stock, in accordance with the terms of such stock. In
addition, so long as any Preferred Securities remain outstanding, Ford has
agreed (i) to remain the sole direct or indirect owner of all of the outstanding
Common Securities and shall not cause or permit the Common Securities to be
transferred except to the extent permitted by the Declaration; provided that any
permitted successor of Ford under the Indenture may succeed to Ford's ownership
of the Common Securities and (ii) will not take any action which will cause the
Trust to cease to be treated as a grantor trust for United States federal income
tax purposes except in connection with a distribution of Junior Subordinated
Debentures.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities (in which case no consent will be required),
the Preferred Securities Guarantee may be amended only with the prior approval
of the holders of not less than a majority in liquidation amount of the
outstanding Preferred Securities. The manner of obtaining any such approval of
holders of the Preferred Securities will be as set forth under "Description of
the Preferred Securities -- Voting Rights". All guarantees and agreements
contained in the Preferred Securities Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of Ford and shall inure to the
benefit of the holders of the Preferred Securities then outstanding. Except in
connection with a consolidation, merger or sale involving Ford that is permitted
under the Indenture, Ford may not assign its obligations under the Preferred
Securities Guarantee.
TERMINATION OF THE PREFERRED SECURITIES GUARANTEE
The Preferred Securities Guarantee will terminate and be of no further
force and effect as to the Preferred Securities upon full payment of the
Redemption Price of all Preferred Securities, or upon distribution of the Junior
Subordinated Debentures to the holders of Preferred Securities in exchange for
all of
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the Preferred Securities, or upon full payment of the amounts payable upon
liquidation of the Trust. Notwithstanding the foregoing, the Preferred
Securities Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of Preferred Securities must restore
payment of any sums paid with respect to the Preferred Securities or the
Preferred Securities Guarantee.
STATUS OF THE PREFERRED SECURITIES GUARANTEE
Ford's obligations under the Preferred Securities Guarantee to make the
Guarantee Payments will constitute an unsecured obligation of Ford and will rank
(i) subordinate and junior in right of payment to all other liabilities of Ford,
including the Junior Subordinated Debentures, except obligations and securities
made pari passu or subordinate by their terms, and (ii) senior to all capital
stock now or hereafter issued by Ford, including the Depositary Shares, and to
any guarantee now or hereafter entered into by Ford in respect of any of its
capital stock. The Declaration provides that each holder of Preferred Securities
by acceptance thereof agrees to the subordination provisions and other terms of
the Preferred Securities Guarantee.
The Preferred Securities Guarantee will constitute a guarantee of payment
and not of collection, thus, any holder of Preferred Securities may institute a
legal proceeding directly against Ford to enforce such holder's rights under the
Preferred Securities Guarantee, without first instituting a legal proceeding
against the Trust or any other person or entity. The Preferred Securities
Guarantee will be deposited with the Institutional Trustee, as Guarantee
Trustee, to be held in trust for the benefit of the holders of the Preferred
Securities. The Institutional Trustee shall enforce the Preferred Securities
Guarantee on behalf of the holders of the Preferred Securities. The holders of
not less than a majority in aggregate liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available in respect of the Preferred Securities
Guarantee, including the giving of directions to the Institutional Trustee.
Ford and certain of its affiliates maintain deposit accounts and banking
relationships with the Institutional Trustee.
GOVERNING LAW
The Preferred Securities Guarantee will be governed by and construed in
accordance with the laws of the State of New York.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
Set forth below is a description of the Junior Subordinated Debentures
which will be deposited in the Trust as trust assets. The terms of the Junior
Subordinated Debentures include those stated in the Indenture dated as of
December 1, 1995 between Ford and The Bank of New York, as trustee (the
"Indenture Trustee"), as supplemented by the First Supplemental Indenture dated
as of December 1, 1995 between Ford and the Indenture Trustee (as so
supplemented, the "Indenture"), forms of which have been filed as exhibits to
the Registration Statement of which this Prospectus forms a part, and those made
part of the Indenture by the Trust Indenture Act. The following description does
not purport to be complete and is qualified in its entirety by reference to the
Indenture and the Trust Indenture Act. Whenever particular provisions or defined
terms in the Indenture are referred to herein, such provisions or defined terms
are incorporated by reference herein.
The Indenture provides for the issuance of debentures, notes (including the
Junior Subordinated Debentures) or other evidences of indebtedness by Ford
("Securities") in an unlimited amount from time to time. The Junior Subordinated
Debentures constitute a separate series under the Indenture.
Under certain circumstances involving the dissolution of the Trust
following the occurrence of a Special Event, Junior Subordinated Debentures may
be distributed to the holders of the Trust Securities in liquidation of the
Trust. See "Description of the Preferred Securities -- Special Event Redemption
or Distribution".
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GENERAL
The Junior Subordinated Debentures are unsecured, subordinated obligations
of Ford, limited in aggregate principal amount to (i) the aggregate liquidation
preference of the Preferred Securities issued by the Trust in the Offer and (ii)
the proceeds received by the Trust upon issuance of the Common Securities to
Ford (which proceeds will be used to purchase an equal principal amount of
Junior Subordinated Debentures).
The Junior Subordinated Debentures mature on December 31, 2025. The Junior
Subordinated Debentures are not subject to any sinking fund.
If Junior Subordinated Debentures are distributed to holders of Trust
Securities in dissolution of the Trust, such Junior Subordinated Debentures will
be so issued in fully registered certificated form in denominations of $25 and
integral multiples thereof and may be transferred or exchanged at the offices
described below.
Payments of principal and interest on Junior Subordinated Debentures will
be payable, the transfer of the Junior Subordinated Debentures will be
registrable, and Junior Subordinated Debentures will be exchangeable for Junior
Subordinated Debentures of other denominations of a like aggregate principal
amount, at the corporate trust office of the Indenture Trustee in The City of
New York; provided that payments of interest may be made at the option of Ford
by check mailed to the address of the persons entitled thereto and that the
payment of principal with respect to any Junior Subordinated Debenture will be
made only upon surrender of such Junior Subordinated Debenture to the Indenture
Trustee.
If the Junior Subordinated Debentures are distributed to the holders of
Trust Securities upon the dissolution of the Trust, Ford will use its best
efforts to list the Junior Subordinated Debentures on the NYSE or on such other
exchange on which the Preferred Securities are then listed.
The Indenture contains no provisions which would afford the holders of
Junior Subordinated Debentures protection in the event of a highly leveraged
transaction involving Ford or a change of control of Ford.
OPTIONAL REDEMPTION
Except as provided below, the Junior Subordinated Debentures may not be
redeemed prior to December 1, 2002. Ford shall have the right to redeem the
Junior Subordinated Debentures, in whole or in part, from time to time, on or
after December 1, 2002, upon not less than 10 nor more than 60 days' notice, at
a redemption price equal to 100% of the principal amount to be redeemed, plus
any accrued and unpaid interest, to the redemption date, including interest
accrued during an Extension Period. Ford will also have the right to redeem the
Junior Subordinated Debentures at any time upon the occurrence of a Tax Event if
certain conditions are met as described under "Description of the Preferred
Securities -- Special Event Redemption or Distribution".
If Ford gives a notice of redemption in respect of Junior Subordinated
Debentures (which notice will be irrevocable) then, on or before the redemption
date, Ford will deposit irrevocably with the Indenture Trustee funds sufficient
to pay the applicable redemption price and will give irrevocable instructions
and authority to pay such redemption price to the holders of the Junior
Subordinated Debentures. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, interest will cease
to accrue on the Junior Subordinated Debentures called for redemption, such
Junior Subordinated Debentures will no longer be deemed to be outstanding and
all rights of holders of such Junior Subordinated Debentures so called for
redemption will cease, except the right of the holders of such Junior
Subordinated Debentures to receive the applicable redemption price, but without
interest on such redemption price. If any date fixed for redemption of Junior
Subordinated Debentures is not a Business Day, then payment of the redemption
price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption. If
payment of the redemption price in respect of Junior Subordinated Debentures is
improperly withheld or refused and not paid by Ford, interest on such
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Junior Subordinated Debentures will continue to accrue compounded quarterly,
from the original redemption date to the date of payment, in which case the
actual payment date will be considered the date fixed for redemption for
purposes of calculating the applicable redemption price. If fewer than all of
the Junior Subordinated Debentures are to be redeemed, the Junior Subordinated
Debentures to be redeemed shall be selected by lot or pro rata or in some other
equitable manner determined by the Indenture Trustee.
Ford shall not be required to (i) issue, register the transfer of or
exchange of any Junior Subordinated Debentures during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Junior Subordinated Debentures and ending at the close of business on the day of
the mailing of the relevant notice of redemption and (ii) register the transfer
of or exchange of any Junior Subordinated Debentures so selected for redemption,
in whole or in part, except the unredeemed portion of any Junior Subordinated
Debentures being redeemed in part.
INTEREST
The Junior Subordinated Debentures will bear interest at an annual rate of
9% from the Accrual Date. In addition, holders of the Junior Subordinated
Debentures will be entitled to Pre-Issuance Accrued Distribution at the rate of
8.25% per annum of the principal amount thereof from December 1, 1995 through
the Expiration Date, payable on December 31, 1995 to holders of the Preferred
Securities on the record date for such distributions. Interest will be payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year (each, an "Interest Payment Date"), commencing on December 31, 1995, to the
person in whose name such Junior Subordinated Debenture is registered, subject
to certain exceptions, at the close of business on the Business Day next
preceding such Interest Payment Date. Interest payable on any Junior
Subordinated Debenture that is not punctually paid or duly provided for on any
Interest Payment Date will forthwith cease to be payable to the person in whose
name such Junior Subordinated Debenture is registered on the relevant record
date, and such defaulted interest will instead be payable to the person in whose
name such Junior Subordinated Debenture is registered on the special record date
or other specified date determined in accordance with the Indenture; provided,
however, that interest shall not be considered payable by Ford on any Interest
Payment Date falling within an Extension Period unless Ford has elected to make
a full or partial payment of interest accrued on the Junior Subordinated
Debentures on such Interest Payment Date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months and for any period shorter than a full
quarterly period for which interest is computed, the amount of interest payable
will be computed on the basis of the actual number of days elapsed in such a 30-
day month. If any Interest Payment Date is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
So long as Ford shall not be in default in the payment of interest on the
Junior Subordinated Debentures, Ford shall have the right to extend the interest
payment period from time to time for a period not exceeding 20 consecutive
quarterly interest periods. Ford has no current intention of exercising its
right to extend an interest payment period. No extension of interest will be
permitted with respect to interest accruing from December 1, 1995 through the
Expiration Date. No interest shall be due and payable during an Extension
Period, except at the end thereof. During any Extension Period, Ford shall not
declare or pay any dividends on, or redeem, purchase, acquire or make a
distribution or liquidation payment with respect to, any of its common stock or
preferred stock or any other securities similar to the Preferred Securities or
the Junior Subordinated Debentures or make any guarantee payments with respect
thereto; provided that Ford will be permitted to pay dividends (and cash in lieu
of fractional shares) upon the conversion, other than at the option of Ford, of
any of its preferred stock, including its Series A Cumulative Convertible
Preferred Stock, in accordance with the terms of such stock. Any Extension
Period with respect to payment of interest on the Junior Subordinated
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Debentures will also apply to distributions with respect to the Preferred
Securities and all other securities with similar terms. Prior to the termination
of any such Extension Period, Ford may further extend the interest payment
period; provided that such Extension Period together with all such previous and
further extensions thereof may not exceed 20 consecutive quarterly interest
periods. On the interest payment date occurring at the end of each Extension
Period, Ford shall pay to the holders of Junior Subordinated Debentures of
record on the record date for such interest payment date (regardless of who the
holders of record may have been on other dates during the Extension Period) all
accrued and unpaid interest on the Junior Subordinated Debentures, together with
interest thereon at the rate specified for the Junior Subordinated Debentures.
Upon the termination of any Extension Period and the payment of all amounts then
due, Ford may commence a new Extension Period, subject to the above
requirements. Ford may also pay on any Interest Payment Date all or any portion
of the interest accrued during an Extension Period. Consequently, there could be
multiple Extension Periods of varying lengths (up to six Extension Periods of 20
consecutive quarterly interest periods each or more numerous shorter Extension
Periods) throughout the term of the Junior Subordinated Debentures provided that
no Extension Period may extend beyond the maturity of the Junior Subordinated
Debentures. The failure by Ford to make interest payments during an Extension
Period would not constitute a default or an event of default under the Indenture
or Ford's currently outstanding indebtedness.
If the Trust shall be the sole holder of the Junior Subordinated
Debentures, Ford shall give the Institutional Trustee and the Indenture Trustee
notice of its selection of such Extension Period ten Business Days prior to the
earlier of (i) the date the distributions on the Preferred Securities are
payable or (ii) the date the Trust is required to give notice to the NYSE or
other applicable self-regulatory organization or to holders of the Preferred
Securities of the record date or the date such distribution is payable, but in
any event not less than one Business Day prior to such record date. The Trust
shall give notice of Ford's selection of such Extension Period to the holders of
the Preferred Securities.
If Junior Subordinated Debentures have been distributed to holders of Trust
Securities, Ford shall give the holders of the Junior Subordinated Debentures
and the Indenture Trustee notice of its selection of such Extension Period ten
Business Days prior to the earlier of (i) the next succeeding Interest Payment
Date or (ii) the date Ford is required to give notice to the NYSE (if the Junior
Subordinated Debentures are then listed thereon) or other applicable
self-regulatory organization or to holders of the Junior Subordinated Debentures
of the record or payment date of such related interest payment.
CERTAIN COVENANTS OF FORD APPLICABLE TO THE JUNIOR SUBORDINATED DEBENTURES
In the Indenture, Ford will covenant that, so long as any Preferred
Securities remain outstanding, Ford will not declare or pay any dividends on, or
redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its common stock or preferred stock or any other securities
similar to the Preferred Securities or the Junior Subordinated Debentures or
make any guarantee payment with respect thereto if at such time (i) Ford shall
be in default with respect to its Guarantee Payments or other payment
obligations under the Preferred Securities Guarantee, (ii) there shall have
occurred any Indenture Event of Default with respect to the Junior Subordinated
Debentures or (iii) Ford shall have given notice of its selection of an
Extension Period as provided in the Indenture and such period, or any extension
thereof, is continuing; provided that Ford will be permitted to pay dividends
(and cash in lieu of fractional shares) upon the conversion, other than at the
option of Ford, of any of its preferred stock, including its Series A Cumulative
Convertible Preferred Stock, in accordance with the terms of such stock. In
addition, so long as the Preferred Securities remain outstanding, Ford has
agreed (i) not to cause or permit the Common Securities to be transferred except
to the extent permitted by the Declaration; provided that any permitted
successor of Ford under the Indenture may succeed to Ford's ownership of the
Common Securities, (ii) to comply fully with all of its obligations and
agreements contained in the Declaration and (iii) not to take any action which
would cause the Trust to cease to be treated as a grantor trust for United
States federal income tax purposes except in connection with a distribution of
Junior Subordinated Debentures.
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SUBORDINATION
The Indenture provides that the Securities are subordinate and junior in
right of payment to all Senior Indebtedness of Ford. In the event (a) of any
insolvency or bankruptcy proceedings, or any receivership, liquidation,
reorganization or other similar proceedings in respect of Ford or its property
or any proceeding for voluntary liquidation, dissolution or other winding up of
Ford, or (b) that Securities of any series are declared due and payable before
their expressed maturity because of the occurrence of an Event of Default under
the Indenture (under circumstances other than as set forth in clause (a) above),
then the holders of all Senior Indebtedness shall first be entitled to receive
payment of the full amount due thereon in money, before the holders of any of
the Securities are entitled to receive a payment on account of the principal of,
premium, if any, or interest on the indebtedness evidenced by such Securities.
In the event and during the continuation of any default in payment of any Senior
Indebtedness or if any event of default shall exist and all grace periods with
respect thereto shall have expired under any Senior Indebtedness, as "event of
default" is defined therein or in the agreement under which the same is
outstanding, no payment of the principal of, premium, if any, or interest on the
Securities shall be made.
The term "Senior Indebtedness" means (a) the principal of and premium, if
any, and interest on all indebtedness of Ford, whether outstanding on the date
of the Indenture or thereafter created, (i) for money borrowed by Ford, (ii) for
money borrowed by, or obligations of, others and either assumed or guaranteed,
directly or indirectly, by Ford, (iii) in respect of letters of credit and
acceptances issued or made by banks, or (iv) constituting purchase money
indebtedness, or indebtedness secured by property included in the property,
plant and equipment accounts of Ford at the time of the acquisition of such
property by Ford, for the payment of which Ford is directly liable, (b) all
deferrals, renewals, extensions and refundings of, and amendments, modifications
and supplements to, any such indebtedness, and (c) all other general unsecured
obligations and liabilities of Ford, including without limitation, trade
payables. As used in the preceding sentence the term "purchase money
indebtedness" means indebtedness evidenced by a note, debenture, bond or other
instrument (whether or not secured by any lien or other security interest)
issued or assumed as all or a part of the consideration for the acquisition of
property, whether by purchase, merger, consolidation or otherwise, unless by its
terms such indebtedness is subordinate to other indebtedness of Ford.
Notwithstanding anything to the contrary in the Indenture or the Securities,
Senior Indebtedness shall not include (i) any indebtedness of Ford which, by its
terms or the terms of the instrument creating or evidencing it, is subordinate
in right of payment to or pari passu with the Securities, as the case may be,
and, in particular, the Securities shall rank pari passu with all other debt
securities and guarantees in respect of those debt securities, issued to any
other Ford Motor Company Capital Trust or (ii) any indebtedness of Ford to a
subsidiary.
The Indenture does not limit the aggregate amount of indebtedness,
including Senior Indebtedness, that may be issued. As of September 30, 1995,
Senior Indebtedness of Ford (on a consolidated basis) aggregated approximately
$211.6 billion. There are no terms in the Preferred Securities, the Junior
Subordinated Debentures or the Preferred Securities Guarantee that limit Ford's
ability to incur additional indebtedness, including indebtedness that ranks
senior to or pari passu with the Junior Subordinated Debentures and the
Preferred Securities Guarantee, or the ability of its subsidiaries to incur
additional indebtedness. See "Description of the Preferred Securities Guarantee
- -- Status of the Preferred Securities Guarantee".
RESTRICTIONS ON MERGERS AND SALES OF ASSETS
Nothing contained in the Indenture or in the Securities will prevent any
consolidation of Ford with, or merger of Ford with or into, any other
corporation or corporations (whether or not affiliated with Ford), or successive
consolidations or mergers to which Ford or its successor will be a party, or
will prevent any sale, lease or conveyance of the property of Ford, as an
entirety or substantially as an entirety; provided that upon any such
consolidation, merger, sale, lease or conveyance to which Ford is a party and in
which Ford is not the surviving corporation, the due and punctual performance
and observance of all of the covenants and conditions of the Indenture to be
performed or observed by Ford and the due and punctual payment of the principal
of and interest on all of the Securities, according to their tenor, shall be
expressly assumed by supplemental indenture satisfactory in form to the
Indenture Trustee, executed and delivered to the Indenture Trustee, by
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the corporation formed by such consolidation, or into which Ford shall have been
merged, or which shall have acquired such property.
EVENTS OF DEFAULT AND NOTICE THEREOF
The Indenture defines an Event of Default with respect to any series of
Securities as being any one of the following events: (a) failure to pay interest
for 30 days after becoming due; (b) failure to pay principal or premium, if any,
for five business days after becoming due at maturity, upon redemption or
otherwise; (c) failure to make a sinking fund payment for five business days
after becoming due; (d) failure to perform any other covenant of Ford (other
than a covenant included in the Indenture solely for the benefit of one or more
series of Securities other than such series or a covenant default the
performance of which would be covered by clause (f) below) for 90 days after
notice; (e) certain events of bankruptcy, insolvency or reorganization of Ford;
and (f) any other Event of Default provided with respect to Securities of such
series. No Event of Default provided with respect to a particular series of
Securities (except as to events described in clauses (d) and (e)) necessarily
constitutes an Event of Default with respect to any other series of Securities.
If an Event of Default in respect of a particular series of Securities
outstanding occurs and is continuing, either the Trustee or the holders of at
least 25% in aggregate principal amount of the Securities outstanding of such
series (and, in the case of any series of Securities held as trust assets of a
Ford Motor Company Capital Trust and with respect to which a Security Exchange
has not theretofore occurred, such consent of holders of the Preferred
Securities and the Common Securities of such Ford Motor Company Capital Trust as
may be required under the Declaration of Trust of such Ford Motor Company
Capital Trust) may declare the principal amount (or, if the Securities of such
series are Original Issue Discount Securities (as defined in the Indenture),
such portion of the principal amount as may be specified in the terms of such
series) of all of the Securities of such series to be due and payable
immediately. At any time after such a declaration of acceleration in respect of
a particular series of Securities has been made, but before a judgment or decree
for the payment of money due upon acceleration has been obtained by the Trustee,
the holders of a majority in aggregate principal amount of the Securities
outstanding of such series (and, in the case of any series of Securities held as
trust assets of a Ford Motor Company Capital Trust and with respect to which a
Security Exchange has not theretofore occurred, such consent of holders of the
Preferred Securities and the Common Securities of such Ford Motor Company
Capital Trust as may be required under the Declaration of Trust of such Ford
Motor Company Capital Trust) may, under certain circumstances, waive all
defaults and rescind and annul such declaration and its consequences if all
Events of Default in respect of the Securities of such series, other than the
non-payment of principal due solely by such declaration of acceleration, have
been cured or waived as provided in the Indenture.
The Indenture contains a provision entitling the Trustee, subject to the
duty of the trustee during a default to act with the required standard of care,
to be indemnified by the holders of Securities (treated as one class) (and, in
the case of any series of Securities held as trust assets of a Ford Motor
Company Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such Ford Motor Company Capital Trust as may be
required under the Declaration of Trust of such Ford Motor Company Capital
Trust), before proceeding to exercise any right or power under the Indenture at
the request of such holders. Subject to such provisions in the Indenture for the
indemnification of the Trustee and certain other limitations, the holders of a
majority in principal amount of the outstanding Securities (treated as one
class) (and, in the case of any series of Securities held as trust assets of a
Ford Motor Company Capital Trust and with respect to which a Security Exchange
has not theretofore occurred, such consent of holders of the Preferred
Securities and the Common Securities of such Ford Motor Company Capital Trust as
may be required under the Declaration of Trust of such Ford Motor Company
Capital Trust), may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee.
The Indenture provides that no holder of Securities may institute any
action against Ford under the Indenture (except actions for payment of overdue
principal or interest, provided that a declaration of a valid Extension Period
by Ford shall not constitute a failure to pay interest for this purpose) unless
such holder previously shall have given to the Trustee written notice of default
and continuance thereof and unless the
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holders of not less than 25% in principal amount of the Securities of all
affected series (treated as one class) (and, in the case of any series of
Securities held as trust assets of a Ford Motor Company Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of holders of the Preferred Securities and the Common Securities of such Ford
Motor Company Capital Trust as may be required under the Declaration of Trust of
such Ford Motor Company Capital Trust), then outstanding shall have requested
the Trustee to institute such action and shall have offered the Trustee
reasonable indemnity, the Trustee shall not have instituted such action within
60 days of such request and the Trustee shall not have received direction
inconsistent with such written request by the holders of a majority in principal
amount of the Securities of all affected series (treated as one class) (and, in
the case of any series of Securities held as trust assets of a Ford Motor
Company Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such Ford Motor Company Capital Trust as may be
required under the Declaration of Trust of such Ford Motor Company Capital
Trust).
The Indenture contains a covenant that Ford will file annually with the
Trustee a certificate that no default existed or a certificate specifying any
default that existed, each as of the end of the fiscal year so ended.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides with respect to each series of Securities that,
except to the extent the terms of such series of Securities provide otherwise,
Ford may elect either (a) to defease and be discharged from any and all
obligations with respect to the Securities of such series (except for the
obligations to register the transfer or exchange of the Securities of such
series, to replace temporary or mutilated, destroyed, lost or stolen Securities
of such series, to maintain an office or agency in respect of the Securities of
such series and to hold moneys for payment in trust) ("legal defeasance") or (b)
to be released from its obligations with respect to the Securities of such
series (except for the obligations set forth as exceptions in the preceding
clause (a) and except for the obligations to pay the principal of and interest,
if any, on the Securities, to compensate and indemnify the Trustee and to
appoint a successor Trustee) ("covenant defeasance"), upon the deposit with the
Trustee (or other qualifying trustee), in trust for such purpose, of money or
U.S. Government Obligations (as defined in the Indenture) which through the
payment of principal and interest in accordance with their terms will provide
money in an amount sufficient to pay the principal of, premium, if any, and any
interest on the Securities of such series, and any mandatory sinking fund or
analogous payments thereon, on the due date thereof. Such a trust may (except to
the extent the terms of the Securities of such series otherwise provide) only be
established, if among other things, Ford has delivered to the Trustee an opinion
of counsel (as specified in the Indenture) to the effect that the holders of the
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such legal defeasance or covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same time as would have been the case if such legal defeasance
or covenant defeasance had not occurred. Such opinion, in the case of legal
defeasance under clause (a) above, must (except to the extent the terms of the
Securities of the relevant series otherwise provide) refer to and be based upon
a ruling of the Internal Revenue Service or a change in applicable Federal
income tax law occurring after the date of the Indenture.
MODIFICATION OF THE INDENTURE
The Indenture provides that Ford and the Trustee may enter into
supplemental indentures without the consent of the holders of Securities to: (a)
secure any Securities, (b) evidence the assumption by a successor corporation of
the obligations of Ford, (c) add covenants for the protection of the holders of
Securities, (d) cure any ambiguity or correct any inconsistency in the
Indenture, (e) establish the forms or terms of Securities of any series, (f)
provide for uncertificated Securities and (g) evidence the acceptance of
appointment by a successor trustee.
The Indenture also contains provisions permitting Ford and the Trustee,
with the consent of the holders of not less than a majority in principal amount
of all Securities then outstanding and affected (treated as one class) (and, in
the case of any series of Securities held as trust assets of a Ford Motor
Company Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the
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Preferred Securities and the Common Securities of such Ford Motor Company
Capital Trust as may be required under the Declaration of Trust of such Ford
Motor Company Capital Trust), to add any provisions to, or change in any manner
or eliminate any of the provisions of, the Indenture or modify in any manner the
rights of the holders of the Securities of each series so affected; provided
that Ford and the Trustee may not, without the consent of the holder of each
outstanding Security affected thereby, (a) extend the stated maturity of the
principal of any Security, or reduce the principal amount thereof or reduce the
rate or extend the time of payment of interest thereon (except that a
declaration of a valid Extension Period by Ford shall not constitute an
extension of time of payment of interest for this purpose), or reduce any amount
payable on the redemption thereof or change the currency in which the principal
thereof (including any amount in respect of original issue discount), premium,
if any, or any interest thereon is payable or reduce the principal amount of any
original issue discount security payable upon acceleration or provable in
bankruptcy or impair the right to institute suit for the enforcement of any
payment on any Security when due or (b) reduce the aforesaid percentage in
principal amount of Securities of any series, the consent of the holders of
which is required for any such modification.
CONCERNING THE INDENTURE TRUSTEE
Ford and its subsidiaries maintain ordinary banking relationships with The
Bank of New York and its affiliates and a number of other banks.
BOOK-ENTRY AND SETTLEMENT
If any Junior Subordinated Debentures are distributed to holders of Trust
Securities (see "Description of the Preferred Securities"), such Junior
Subordinated Debentures will be issued in fully registered form. In such event,
investors may elect to hold their Junior Subordinated Debentures directly or,
subject to the rules and procedures of a Depository Institution, hold interests
in a global certificate registered in the name of a Depository Institution or
its nominee.
For a description of a Depository Institution and a Depository
Institution's book-entry system, see "Description of the Preferred Securities --
Book-Entry; Delivery and Form". As of the date of this Prospectus, the
description herein of a Depository Institution's book-entry system and
Depository Institution's practices as they relate to purchases, transfers,
notices and payments with respect to the Preferred Securities apply in all
material respects to any Junior Subordinated Debentures registered in the name
of and held by a Depository Institution or its nominee.
DESCRIPTION OF THE SERIES B PREFERRED AND DEPOSITARY SHARES
The summary of the terms of the Series B Preferred and the Depositary
Shares set forth below does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of Ford's Certificate
of Incorporation and the Certificate of Designation for the Series B Preferred
and the Deposit Agreement (as defined herein). Whenever defined terms in the
Deposit Agreement are referred to in this "Description of the Series B Preferred
and Depositary Shares", such defined terms are incorporated by reference herein.
GENERAL
The Series B Preferred consists of 22,800 shares. The Series B Preferred is
not convertible into, or exchangeable for, shares of any other class or series
of stock of Ford. The Series B Preferred, with respect to dividend rights and
rights upon liquidation, dissolution or winding up, ranks (i) senior to the
common stock of Ford and all other securities junior to the Series B Preferred
("Junior Securities"), (ii) on a parity with the outstanding preferred stock of
Ford and all other securities on a parity with the Series B Preferred ("Parity
Securities") and (iii) junior to all securities senior to the Series B
Preferred.
Each Depositary Share represents ownership of 1/2,000 of a share of Series
B Preferred. Subject to the terms of the deposit agreement among Ford, the
Depositary and holders of Depositary Shares (the "Deposit
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Agreement"), each holder of a Depositary Share is entitled to all the rights and
preferences of 1/2,000 of a share of Series B Preferred (including dividend,
voting, redemption and liquidation rights and preferences). The Depositary is
Chemical Bank, and its principal office is currently located at 450 West 33rd
Street, New York, New York 10001.
SERIES B PREFERRED
DIVIDENDS
Holders of shares of Series B Preferred are entitled to receive, when and
as declared by the Board of Directors out of funds of Ford legally available for
payment, cumulative cash dividends at the rate per annum of 8.25% per share on
the liquidation preference thereof or $2.0625 per 1/2,000 share of Series B
Preferred. Dividends on the Series B Preferred are payable quarterly on the
first business day of March, June, September and December of each year at such
annual rate. Each such dividend is payable to holders of record as they appear
on the stock records of Ford at the close of business on such record dates, not
exceeding 60 days preceding the payment dates thereof, as shall be fixed by the
Board of Directors of Ford. Dividends are cumulative, whether or not in any
dividend period or periods there shall be funds of Ford legally available for
the payment of such dividends. Accumulations of dividends on shares of Series B
Preferred shall not bear interest. Dividends payable on the Series B Preferred
for any period greater or less than a full dividend period shall be computed on
the basis of a 360-day year consisting of twelve 30-day months. Dividends
payable on the Series B Preferred for each full dividend period are computed by
dividing the annual dividend rate by four.
All dividends declared on the Series B Preferred for any dividend period
and on any class or series of stock of Ford ranking on a parity with the Series
B Preferred as to dividends (including Ford's Series A Cumulative Convertible
Preferred Stock) shall be declared pro rata so that the amounts of dividends per
share declared for such period on the Series B Preferred and on such other class
or series of stock ranking on a parity with the Series B Preferred as to
dividends that were outstanding during such period shall in all cases bear to
each other the same ratio that the accrued dividends per share on the shares of
the Series B Preferred and such other stock bear to each other.
Ford shall not (i) declare or pay any dividend or other distribution with
respect to any junior stock of Ford or (ii) redeem or set apart funds for the
purchase or redemption of any junior stock through a sinking fund or otherwise,
unless (A) all accrued and unpaid dividends with respect to the Series B
Preferred and any other stock ranking on a parity with the Series B Preferred as
to dividends or upon liquidation ("Parity Stock") at the time such dividends are
payable have been paid or funds have been set apart for payment of such
dividends and (B) sufficient funds have been set apart for the payment of the
dividend for the current dividend period with respect to the Series B Preferred
and any Parity Stock.
As used herein, (i) the term "dividend" does not include dividends payable
solely in shares of junior stock on junior stock, or options, warrants or rights
to holders of junior stock to subscribe for or purchase any junior stock, and
(ii) the term "junior stock" means the Common Stock, the Class B Stock of Ford
and any other class of capital stock of Ford now or hereafter issued and
outstanding that ranks junior as to dividends and upon liquidation to the Series
B Preferred.
Payment of dividends on Series B Preferred are and may be further
restricted by loan agreements, indentures or other transactions entered into by
Ford.
REDEMPTION
Shares of Series B Preferred will not be redeemable prior to December 1,
2002. Subject to the conditions described below, the shares of Series B
Preferred will be redeemable at the option of Ford, in whole or in part, at any
time or from time to time, out of funds legally available therefor, on and after
December 1, 2002, on not less than 10 nor more than 60 days' notice by mail at a
redemption price of $25 per 1/2,000 share of Series B Preferred, plus in each
case an amount equal to accrued and unpaid dividends, if any, to the redemption
date, whether or not earned or declared. If fewer than all of the shares of
Series B Preferred are to be redeemed, the
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shares to be redeemed shall be selected by lot or pro rata or in some other
equitable manner determined by Ford.
No shares of Series B Preferred may be redeemed unless within the two-year
period ending on the relevant redemption date Ford shall have issued sufficient
shares of Common Stock to result in receipt by Ford of net proceeds from such
issuances of an aggregate amount at least equal to the aggregate liquidation
preference of the shares of Series B Preferred proposed to be redeemed.
In the event that full cumulative dividends on the Series B Preferred and
any other series of stock ranking, as to dividends, on a parity with the Series
B Preferred have not been paid or declared and set apart for payment, the Series
B Preferred may not be redeemed in part and Ford may not purchase or acquire
shares of Series B Preferred or such other stock otherwise than pursuant to a
purchase or exchange offer made on the same terms to all holders of shares of
Series B Preferred and such other stock.
On and after the date fixed for redemption, provided that the redemption
price (including any accrued and unpaid dividends to the date fixed for
redemption) has been duly paid or provided for, dividends shall cease to accrue
on the Series B Preferred called for redemption, such shares shall no longer be
deemed to be outstanding and all rights of the holders of such shares as
stockholders of Ford shall cease except the right to receive the moneys payable
upon such redemption, without interest from the date of notice of redemption,
upon surrender of the certificates evidencing such shares.
LIQUIDATION PREFERENCE
The amount which the holders of shares of Series B Preferred shall be
entitled to receive in the event of any liquidation, dissolution or winding up
of Ford, whether voluntary or involuntary, shall be $25 per 1/2,000 share of
Series B Preferred (the "liquidation preference") plus an amount per share of
Series B Preferred equal to all dividends (whether or not declared), accrued,
accumulated and unpaid thereon to the date of final distribution to such
holders, and no more.
In the event of any liquidation, dissolution or winding up of Ford, whether
voluntary or involuntary, before any payment or distribution of the assets of
Ford (whether capital or surplus) shall be made to or set apart for the holders
of junior stock, upon liquidation, dissolution or winding up, the holders of the
shares of Series B Preferred shall be entitled to receive the liquidation
preference with respect thereto plus an amount equal to all dividends (whether
or not earned or declared) accrued and accumulated and unpaid thereon to the
date of final distribution to such holders; but such holders shall not be
entitled to any further payment. If, upon any liquidation, dissolution or
winding up of Ford, the assets of Ford, or proceeds thereof, distributable among
the holders of the shares of Series B Preferred shall be insufficient to pay in
full the preferential amount aforesaid and the liquidation preference with
respect to any other shares of stock ranking, as to liquidation, dissolution or
winding up, on a parity with the Series B Preferred, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares of Series B
Preferred and any such other stock ratably in accordance with the respective
amounts which would be payable on such shares of Series B Preferred and any such
other stock if all amounts payable thereon were paid in full. Neither a
consolidation or merger of Ford with another corporation nor a sale or transfer
of all or substantially all of Ford's assets nor a statutory share exchange will
be considered a liquidation, dissolution or winding up, voluntary or
involuntary, of Ford.
VOTING RIGHTS
Except as indicated below, or except as otherwise from time to time
required by applicable law, the holders of shares of Series B Preferred will
have no voting rights.
During any period in which dividends on the Series B Preferred are
cumulatively in arrears for such number of dividend periods which shall in the
aggregate contain not less than 540 days, the number of directors of Ford will
be increased by two and the holders of shares of Series B Preferred, voting
together as a class with the holders of any other class or series of Parity
Stock upon which the same voting rights as those of the Series B Preferred have
been conferred and are exercisable, will have the right to elect two additional
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directors to Ford's Board of Directors at Ford's next annual meeting of
stockholders and at each subsequent annual meeting until all such dividends on
the Series B Preferred have been paid in full.
The approval of two-thirds of the outstanding shares of Series B Preferred
shall be required in order to amend the Certificate of Incorporation to affect
materially and adversely the rights, preferences or voting powers of the holders
of the Series B Preferred or to authorize, create, issue or increase the
authorized or issued amount of, any class of stock having rights senior or
superior with respect to dividends and upon liquidation to the Series B
Preferred; provided, however, that any increase in the amount of authorized
preferred stock or the creation and issuance of other series of preferred stock,
or any increase in the amount of authorized shares of such series or of any
other series of preferred stock, in each case ranking on a parity with or junior
to the Series B Preferred with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such rights, preferences or voting
powers.
TRANSFER AGENT AND REGISTRAR
Chemical Bank, New York, is the transfer agent and registrar for the Series
B Preferred.
DEPOSITARY SHARES
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all dividends or other cash distributions
received in respect of the Series B Preferred to the record holders of
Depositary Shares in proportion to the number of such Depositary Shares owned by
such holders, subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to
the Depositary.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to
the Depositary, unless the Depositary determines that it is not feasible to make
such distribution, in which case the Depositary may, with the approval of Ford,
sell such property and distribute the net proceeds from such sale to such
holders.
WITHDRAWAL OF STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary (unless the related Depositary Shares have previously been called
for redemption), the holder of the Depositary Shares evidenced thereby is
entitled to delivery at such office to or upon his order, of the number of whole
shares of the Series B Preferred and any money or other property represented by
such Depositary Shares. Holders of Depositary Shares are entitled to receive
whole shares of the Series B Preferred on the basis of one share of Series B
Preferred for each 2,000 Depositary Shares, but holders of such whole shares of
Series B Preferred will not thereafter be entitled to receive Depositary Shares
therefor. If the Depositary Receipts delivered by the holder evidence a number
of Depositary Shares in excess of the number of Depositary Shares representing
the number of whole shares of Series B Preferred to be withdrawn, the Depositary
will deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
Whenever Ford redeems shares of Series B Preferred held by the Depositary,
the Depositary will redeem as of the same redemption date the number of
Depositary Shares representing shares of the Series B Preferred so redeemed,
provided that Ford shall have paid in full to the Depositary the redemption
price of the Series B Preferred to be redeemed plus an amount equal to any
accrued and unpaid dividends thereon to the date fixed for redemption. The
redemption price per Depositary Share will be equal to 1/2,000 of the redemption
price and any other amounts per share payable with respect to the Series B
Preferred. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by the Depositary by lot or
pro rata or other equitable method, in each case as may be determined by Ford.
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VOTING THE SERIES B PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Series B
Preferred are entitled to vote, the Depositary will mail the information
contained in such notice of meeting to the record holders of the Depositary
Shares relating to Series B Preferred. Each record holder of such Depositary
Shares on the record date (which will be the same date as the record date for
the Series B Preferred) will be entitled to instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of Series B Preferred
represented by such holder's Depositary Shares. The Depositary will endeavor,
insofar as practicable, to vote the amount of Series B Preferred represented by
such Depositary Shares in accordance with such instructions, and Ford will agree
to take all reasonable action which may be deemed necessary by the Depositary in
order to enable the Depositary to do so. The Depositary will abstain from voting
shares of Series B Preferred to the extent it does not receive specific
instructions from the holders of Depositary Shares representing Series B
Preferred.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Ford and the Depositary. However, any amendment which materially and
adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority (or, in the case of amendments relating to or affecting rights to
receive dividends or distributions or voting, redemption or conversion rights,
two-thirds) of the Depositary Shares then outstanding.
The Deposit Agreement may be terminated by Ford upon not less than 60 days'
notice whereupon the Depositary shall deliver or make available to each holder
of Depositary Receipts, upon surrender of the Depositary Receipts held by such
holder, such number of whole or fractional shares of Series B Preferred
represented by such receipts. The Deposit Agreement will automatically terminate
if (i) all outstanding Depositary Shares have been redeemed or (ii) there has
been a final distribution in respect of the Series B Preferred in connection
with any liquidation, dissolution or winding up of Ford and such distribution
has been distributed to the holders of Depositary Receipts.
CHARGES OF DEPOSITARY
Ford will pay all transfer and other taxes and governmental charges arising
solely from the existence of the Depositary arrangements. Ford will pay the fees
and expenses of the Depositary in connection with the performance of its duties
under the Deposit Agreement. Holders of Depositary Receipts will pay transfer
and other taxes and governmental charges and such other charges as are expressly
provided in the Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Depositary will forward to holders of Depositary Shares any reports and
communications from Ford which are received by the Depositary.
Neither the Depositary nor Ford will be liable if it is prevented from or
delayed in, by law or any circumstances beyond its control, performing its
obligations under the Deposit Agreement. The obligations of Ford and the
Depositary under the Deposit Agreement are limited to performing their duties
thereunder without negligence or willful misconduct, and Ford and the Depositary
are not obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or any Series B Preferred unless satisfactory indemnity is
furnished. Ford and the Depositary may rely on advice of counsel or accountants,
or information provided by persons presenting Series B Preferred for deposit,
holders of Depositary Shares or other persons believed to be authorized or
competent and on documents believed to be genuine. The foregoing limitations on
liability do not foreclose holders of Depositary Shares from instituting actions
under the federal securities laws.
In the event the Depositary receives conflicting claims, requests or
instructions from any holders of Depositary Receipts, on the one hand, and Ford,
on the other hand, the Depositary will be entitled to act on such claims,
requests or instructions received from Ford.
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RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to Ford notice of its
election to do so, and Ford may at any time remove the Depositary, any such
resignation or removal to take effect upon the appointment of a successor
Depositary, which successor Depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
RELATIONSHIP BETWEEN THE PREFERRED SECURITIES, THE JUNIOR SUBORDINATED
DEBENTURES AND THE PREFERRED SECURITIES GUARANTEE
As long as payments of interest and other payments are made when due on the
Junior Subordinated Debentures, such payments will be sufficient to cover
distributions and other payments due on the Preferred Securities primarily
because (i) the aggregate principal amount of Junior Subordinated Debentures
held as trust assets will be equal to the sum of the aggregate stated
liquidation amount of the Preferred Securities and the proceeds received by the
Trust upon issuance of the Common Securities to Ford; (ii) the interest rate and
interest and other payment dates on the Junior Subordinated Debentures will
match the distribution rate and distribution and other payment dates for the
Preferred Securities; (iii) the Declaration provides that Ford shall pay for all
debts and obligations (other than with respect to the Trust Securities) and all
costs and expenses of the Trust, including any taxes and all costs and expenses
with respect thereto, to which the Trust may become subject, except for United
States withholding taxes; and (iv) the Declaration further provides that the
Trustees shall not cause or permit the Trust, among other things, to engage in
any activity that is not consistent with the limited purposes of the Trust.
Payments of distributions and other payments due on the Preferred
Securities are guaranteed by Ford on a subordinated basis as and to the extent
set forth under "Description of the Preferred Securities Guarantee". If Ford
does not make interest or other payments on the Junior Subordinated Debentures,
the Trust will not make distributions or other payments on the Preferred
Securities. Under the Declaration, if and to the extent Ford does make interest
or other payments on the Junior Subordinated Debentures, the Institutional
Trustee is obligated to make distributions or other payments on the Preferred
Securities. The Preferred Securities Guarantee covers distributions and other
payments on the Preferred Securities only if and to the extent that Ford has
made a payment of interest or principal on the Junior Subordinated Debentures
deposited in the Trust as trust assets. The Preferred Securities Guarantee, when
taken together with Ford's obligations under the Junior Subordinated Debentures
and the Indenture and its obligations under the Declaration, including its
obligation to pay costs, expenses and certain liabilities of the Trust,
constitutes a full and unconditional guarantee of amounts due on the Preferred
Securities.
The Institutional Trustee will have the power to exercise all rights,
powers and privileges under the Indenture with respect to the Junior
Subordinated Debentures, including its rights as the holder of the Junior
Subordinated Debentures to enforce Ford's obligations under the Junior
Subordinated Debentures upon the occurrence of an Indenture Event of Default,
and will also have the right to enforce the Preferred Securities Guarantee on
behalf of the holders of the Preferred Securities. In addition, the holders of
at least a majority in liquidation amount of the Preferred Securities will have
the right to direct the Institutional Trustee with respect to certain matters
under the Declaration and the Preferred Securities Guarantee. Any holder of
Preferred Securities may institute a legal proceeding against Ford to enforce
the Preferred Securities Guarantee. See "Description of the Preferred
Securities" and "Description of the Preferred Securities Guarantee".
If a Special Event shall occur and be continuing, the Trust shall be
dissolved (unless the Junior Subordinated Debentures are redeemed) with the
result that Junior Subordinated Debentures held by the Trust having an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities and Common Securities will be distributed on a Pro Rata
Basis in exchange for the outstanding
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Preferred Securities and Common Securities, subject in the case of a Tax Event
to Ford's right in certain circumstances to redeem Junior Subordinated
Debentures as described under "Description of the Preferred Securities --
Special Event Redemption or Distribution". The Preferred Securities represent
preferred undivided beneficial interests in the assets of the Trust, a statutory
business trust which exists for the purpose of (a) issuing (i) its Preferred
Securities in exchange for Depositary Shares validly tendered in the Offer and
delivering such Depositary Shares to Ford in consideration for the deposit by
Ford of Junior Subordinated Debentures in the Trust as trust assets, and (ii)
its Common Securities to Ford in exchange for cash and investing the proceeds
thereof in an equivalent amount of Junior Subordinated Debentures and (b)
engaging in such other activities as are necessary or incidental thereto.
Upon any voluntary or involuntary dissolution, winding-up or termination of
the Trust, the holders of Trust Securities will be entitled to receive the
Liquidation Distribution in cash or Junior Subordinated Debentures and will be
entitled to the benefits of the Preferred Securities Guarantee with respect to
any such distribution. See "Description of the Preferred Securities --
Liquidation Distribution Upon Dissolution". Upon any voluntary or involuntary
liquidation or bankruptcy of Ford, the holders of Junior Subordinated Debentures
would be subordinated creditors of Ford, subordinated in right of payment to all
Senior Indebtedness, but entitled to receive payment in full of principal,
premium, if any, and interest, before any stockholders of Ford receive payments
or distributions.
A default or event of default under any Senior Indebtedness would not
constitute a default or event of default under the Junior Subordinated
Debentures. However, in the event of payment defaults under, or acceleration of,
Senior Indebtedness, the subordination provisions of the Junior Subordinated
Debentures provide that no payments may be made in respect of the Junior
Subordinated Debentures. Failure to make required payments on the Junior
Subordinated Debentures would constitute an event of default under the
Indenture.
TAXATION
In the opinion of Dennis E. Ross, Chief Tax Officer of Ford and tax counsel
to the Trust, the following are the material United States federal income tax
consequences of the issuance of Preferred Securities in exchange for the
Depositary Shares pursuant to the Offer, and of the ownership and disposition of
Preferred Securities. Unless otherwise stated, this summary deals only with
Preferred Securities held as capital assets by holders who acquire the Preferred
Securities pursuant to the Offer ("Initial Holders"). It does not deal with
special classes of holders, such as dealers in securities or currencies, life
insurance companies, persons holding Preferred Securities as a hedge against or
which are hedged against currency risks or as part of a straddle, or persons
whose functional currency is not the United States dollar. This summary is based
on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations thereunder and administrative and judicial interpretations thereof,
as of the date hereof, all of which are subject to change (possibly on a
retroactive basis).
ALL HOLDERS OF DEPOSITARY SHARES ARE ADVISED TO CONSULT THEIR TAX ADVISORS
AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OF
DEPOSITARY SHARES FOR PREFERRED SECURITIES AND OF THE OWNERSHIP AND DISPOSITION
OF PREFERRED SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS
THE EFFECT OF ANY STATE, LOCAL OR OTHER TAX LAWS.
EXCHANGE OF DEPOSITARY SHARES FOR PREFERRED SECURITIES
The exchange of Depositary Shares for Preferred Securities pursuant to the
Offer will be a taxable transaction. In the case of an Initial Holder who
actually or constructively owns solely Depositary Shares, or not more than one
percent of such stock and not more than one percent of any other class of Ford
stock, gain or loss will be recognized in an amount equal to the difference
between the fair market value on the Expiration Date of the Preferred Securities
(representing an undivided interest in the Junior Subordinated Debentures)
received in the exchange and the exchanging Holder's tax basis in the Depositary
Shares exchanged therefor and will be long-term capital gain or loss if the
Depositary Share has been held for more than one year as of
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such date. A holder's aggregate tax basis in his or her pro rata share of the
underlying Junior Subordinated Debentures will be equal to his pro rata share of
their "issue price" on the Expiration Date as defined below.
Holders of Depositary Shares who actually or constructively own more than
one percent of any other class of Ford stock are advised to consult their tax
advisors as to the income tax consequences of exchanging Depositary Shares.
CLASSIFICATION OF THE TRUST
In connection with the issuance of the Preferred Securities, Dennis E.
Ross, Chief Tax Officer of Ford and tax counsel to the Trust, will render his
opinion generally to the effect that, under then current law and assuming full
compliance with the terms of the Declaration, the Trust will be classified for
United States federal income tax purposes as a grantor trust and not as an
association taxable as a corporation. Accordingly, each Securityholder will be
considered the owner of a pro rata portion of the Junior Subordinated Debentures
held by the Trust and will be required to include in gross income his or her pro
rata share of the income accrued on the Junior Subordinated Debentures.
ACCRUAL OF ORIGINAL ISSUE DISCOUNT AND PREMIUM
The Junior Subordinated Debentures will be considered to have been issued
with "original issue discount" and each Securityholder, including a taxpayer who
otherwise uses the cash method of accounting, will be required to include his or
her pro rata share of original issue discount on the Junior Subordinated
Debentures in income as it accrues, in accordance with a constant yield method
based on a compounding of interest, before the receipt of cash distributions on
the Preferred Securities. Generally, all of a Securityholder's taxable interest
income with respect to the Junior Subordinated Debentures will be accounted for
as "original issue discount" and actual distributions of stated interest will
not be separately reported as taxable income. So long as the interest payment
period is not extended, cash distributions received by an Initial Holder for any
quarterly interest period (assuming no disposition prior to the record date for
such distribution) will equal or exceed the sum of the daily accruals of income
for such quarterly interest period, unless the issue price of the Junior
Subordinated Debentures (as defined below) is less than $25.
The total amount of "original issue discount" on the Junior Subordinated
Debentures will equal the difference between the "issue price" of the Junior
Subordinated Debentures and their "stated redemption price at maturity." Because
Ford has the right to extend the interest payment period of the Junior
Subordinated Debentures, all of the stated interest payments on the Junior
Subordinated Debentures will be includible in determining their "stated
redemption price at maturity." The "issue price" of each $25 principal amount of
the Junior Subordinated Debentures will be equal to the fair market value of a
Preferred Security on the Expiration Date, which may be more or less than $25,
with the result that the total amount of original issue discount on the Junior
Subordinated Debentures may be more or less than the amount of stated interest
payable with respect thereto. The issue price of each $25 principal amount of
the Junior Subordinated Debentures may be reduced by the Pre-issuance Accrued
Distribution. If a Securityholder computes the issue price of his or her pro
rata share of the Junior Subordinated Debentures in this manner, then the
payment of such amount will be treated as a return of capital rather than as an
interest payment. Ford and the Trust may elect to compute the issue price of the
Junior Subordinated Debentures in this manner and, if so, will report the
payment of such amount on Form 1099-B.
A Securityholder's initial tax basis for his or her pro rata share of the
Junior Subordinated Debentures will be equal to the fair market value on the
Expiration Date of the Preferred Securities held by such Securityholder, and
will be increased by original issue discount accrued with respect thereto, and
reduced by the amount of cash distributions (including the amount of
Pre-issuance Accrued Distribution) paid to such Securityholder. No portion of
the amounts received on the Preferred Securities will be eligible for the
dividends received deduction for corporate holders.
67
<PAGE> 74
POTENTIAL EXTENSION OF PAYMENT PERIOD ON THE JUNIOR SUBORDINATED DEBENTURES
Securityholders will continue to accrue original issue discount with
respect to their pro rata share of the Junior Subordinated Debentures during an
Extension Period, and any holders who dispose of Preferred Securities prior to
the record date for the payment of interest following such extended interest
payment period will not receive from the Trust any cash related thereto.
DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO HOLDERS OF PREFERRED
SECURITIES
Under current law, a distribution by the Trust of the Junior Subordinated
Debentures as described under the caption "Description of the Preferred
Securities -- Special Event Redemption or Distribution" will be non-taxable and
will result in the Securityholder receiving directly his or her pro rata share
of the Junior Subordinated Debentures previously held indirectly through the
Trust, with a holding period and tax basis equal to the holding period and
adjusted tax basis such Securityholder was considered to have had in his or her
pro rata share of the underlying Junior Subordinated Debentures prior to such
distribution.
MARKET DISCOUNT AND BOND PREMIUM
Securityholders other than Initial Holders may be considered to have
acquired their pro rata interest in the Junior Subordinated Debentures with
market discount, acquisition premium or amortizable bond premium. Such holders
are advised to consult their tax advisors as to the income tax consequences of
the acquisition, ownership and disposition of the Preferred Securities.
DISPOSITION OF THE PREFERRED SECURITIES
Upon a sale, exchange or other disposition of the Preferred Securities
(including a distribution of cash in redemption of a Securityholder's Preferred
Securities upon redemption or repayment of the underlying Junior Subordinated
Debentures, but excluding the distribution of Junior Subordinated Debentures), a
Securityholder will be considered to have disposed of all or part of his or her
pro rata share of the Junior Subordinated Debentures, and will recognize gain or
loss equal to the difference between the amount realized and the
Securityholder's adjusted tax basis in his or her pro rata share of the
underlying Junior Subordinated Debentures deemed disposed of. Gain or loss will
be capital gain or loss (except to the extent of any accrued market discount
with respect to such Securityholder's pro rata share of the Junior Subordinated
Debentures not previously included in income). See "-- Market Discount and Bond
Premium" above. Such gain or loss will be long-term capital gain or loss if the
Preferred Securities have been held for more than one year.
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Debentures. In such event, a Securityholder who disposes of
Preferred Securities and does not receive a payment of interest from the Trust
for the period in which the disposition occurs will nevertheless be required to
include accrued but unpaid interest on the Junior Subordinated Debentures
through the date of disposition in income as ordinary income, and to add such
amount to his or her adjusted tax basis in his or her pro rata share of the
underlying Junior Subordinated Debentures deemed disposed of. Accordingly, such
a Securityholder will recognize a capital loss to the extent the selling price
(which may not fully reflect the value of accrued but unpaid interest) is less
than the Securityholder's adjusted tax basis (which will include accrued but
unpaid interest). Subject to certain limited exceptions, capital losses cannot
be applied to offset ordinary income for United States income tax purposes.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership or a non-resident fiduciary of a foreign estate or trust.
Under present United States federal income tax law:
(i) payments by the Trust or any of its paying agents to any holder of
a Preferred Security who or which is a United States Alien Holder will not
be subject to United States federal withholding tax,
68
<PAGE> 75
provided that (a) the beneficial owner of the Preferred Security does not
actually or constructively own 10% or more of the total combined voting
power of all classes of stock of Ford entitled to vote, (b) the beneficial
owner of the Preferred Security is not a controlled foreign corporation
that is related to Ford through stock ownership, and (c) either (A) the
beneficial owner of the Preferred Security certifies to the Trust or its
agent, under penalties of perjury, that it is not a United States holder
and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution") and holds the Preferred Security certifies to the Trust or
its agent under penalties of perjury that such statement has been received
from the beneficial owner by it or by a Financial Institution between it
and the beneficial owner and furnishes the Trust or its agent with a copy
thereof;
(ii) a United States Alien Holder of a Preferred Security will not be
subject to United States federal withholding tax on any gain realized upon
the sale or other disposition of a Preferred Security; and
(iii) any gain realized by a United States Alien Holder upon the
exchange of Depositary Shares for Preferred Securities will not be subject
to United States federal withholding tax.
INFORMATION REPORTING TO HOLDERS
The Trust will report the original issue discount that accrued during the
year with respect to the Junior Subordinated Debentures, and any gross proceeds
received by the Trust from the retirement or redemption of the Junior
Subordinated Debentures, annually to the holders of record of the Preferred
Securities and the Internal Revenue Service. The Trust currently intends to
deliver such reports to holders of record prior to January 31 following each
calendar year. It is anticipated that persons who hold Preferred Securities as
nominees for beneficial holders will report the required tax information to
beneficial holders on Form 1099.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of Preferred Securities may be
subject to a "backup" withholding tax of 31% unless the holder complies with
certain identification requirements. Any withheld amounts will generally be
allowed as a credit against the holder's federal income tax, provided the
required information is timely filed with the Internal Revenue Service.
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon for the Trust by Morris, Nichols, Arsht &
Tunnell, special Delaware counsel to the Trust. The validity of the Preferred
Securities Guarantee and the Junior Subordinated Debentures, and certain legal
matters in connection with the Preferred Securities, the Preferred Securities
Guarantee and the Junior Subordinated Debentures, will be passed upon for the
Trust and Ford by J.M. Rintamaki, Secretary and an Assistant General Counsel of
Ford. Any tax matters with respect to the Preferred Securities, the Junior
Subordinated Debentures, and the Preferred Securities Guarantee will be passed
on for Ford and the Trust by Dennis E. Ross, Chief Tax Officer of Ford and tax
counsel to the Trust. Mr. Rintamaki and Mr. Ross are full-time employees of Ford
and own, and hold options to purchase, shares of Common Stock of Ford, and Mr.
Rintamaki owns depositary shares, each representing 1/1,000 of a share of Series
A Cumulative Convertible Preferred Stock of Ford. Certain legal matters in
connection with the Preferred Securities will be passed upon for the Dealer
Managers by Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022.
Shearman & Sterling act as counsel to the Compensation and Option Committee and
the Audit Committee of the Board of Directors of Ford and have in the past
provided, and may continue to provide, legal services to Ford and its
subsidiaries.
69
<PAGE> 76
EXPERTS
The financial statements of Ford which are incorporated in this Prospectus
by reference to Ford's 1994 10-K Report have been audited by Coopers & Lybrand
L.L.P., independent certified public accountants, to the extent indicated in
their report therein, and have been so incorporated in reliance on the report of
that firm given on their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information of Ford for the
periods ending March 31, 1995 and June 30, 1995, incorporated in this Prospectus
by reference to Ford's 1995 10-Q Reports, Coopers & Lybrand L.L.P. have reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their reports included in
Ford's 1995 10-Q Reports state that they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. The accountants are not
subject to the liability provisions of Section 11 of the Securities Act for
their reports on the unaudited interim financial information because such
reports do not constitute "reports" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and 11
of the Securities Act.
ERISA CONSIDERATIONS
Generally, employee benefit plans that are subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), or Section 4975 of the Code
("Plans"), may purchase Preferred Securities, subject to the investing
fiduciary's determination that the investment in Preferred Securities satisfies
ERISA's fiduciary standards and other requirements applicable to investments by
the Plan.
In any case, Ford and/or any of its affiliates may be considered a "party
in interest" (within the meaning of ERISA) or a "disqualified person" (within
the meaning of Section 4975 of the Code) with respect to certain plans
(generally, Plans maintained or sponsored by, or contributed to by, any such
persons). The acquisition and ownership of Preferred Securities by a Plan (or by
an individual retirement arrangement or other Plans described in Section
4975(e)(i) of the Code) with respect to which Ford or any of its affiliates is
considered a party in interest or a disqualified person, may constitute or
result in a prohibited transaction under ERISA or Section 4975 of the Code,
unless such Preferred Securities are acquired pursuant to and in accordance with
an applicable exemption.
As a result, Plans with respect to which Ford or any of its affiliates is a
party in interest or a disqualified person should not acquire Preferred
Securities. Any other Plans or other entities whose assets include Plan assets
subject to ERISA proposing to acquire Preferred Securities should consult with
their own ERISA counsel.
70
<PAGE> 77
Facsimile copies of the Letter of Transmittal will be accepted. Letters of
Transmittal, certificates representing Depositary Shares and any other required
documents should be sent by each Holder of Depositary Shares or his broker,
dealer, commercial bank, trust company or other nominee to the Exchange Agent at
one of the addresses as set forth below:
THE EXCHANGE AGENT IS:
CHEMICAL BANK
<TABLE>
<S> <C>
By Mail: By Hand:
c/o Chemical Mellon Shareholder Services c/o Chemical Mellon Shareholder Services
Midtown Station Reorganization Department
P.O. Box 837 120 Broadway, 13th Floor
New York, NY 10018 New York, NY 10271
By Overnight Courier: By Facsimile Transmission:
(For Eligible Institutions Only)
c/o Chemical Mellon Shareholder Services (201) 296-4293
Reorganization Department
85 Challenger Road Confirm by Telephone:
Ridgefield Park, NJ 07660 (201) 296-4209
</TABLE>
THE INFORMATION AGENT IS:
(GEORGESON & COMPANY, INC. LOGO)
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
Any questions or requests for assistance or additional copies of this
Prospectus, the Letter of Transmittal or for copies of the Notice of Guaranteed
Delivery may be directed to the Information Agent at its telephone number and
location set forth above. You may also contact your broker, dealer, commercial
bank or trust company or other nominee for assistance concerning the Offer.
THE DEALER MANAGERS FOR THE OFFER ARE:
MERRILL LYNCH & CO.
World Financial Center
North Tower -- Seventh Floor
New York, New York 10281
(212) 236-4565 (Collect)
<TABLE>
<S> <C>
DEAN WITTER REYNOLDS INC. A.G. EDWARDS & SONS, INC.
2 World Trade Center 1 North Jefferson
65th Floor St. Louis, Missouri 63103-2205
New York, New York 10048 (800) 640-1705 (Toll-Free)
(800) 488-4490 (Toll-Free)
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
85 Broad Street 3 World Financial Center
New York, New York 10004 New York, New York 10285
(800) 828-3182 (Toll-Free) (800) 438-3242 (Toll-Free)
PAINEWEBBER INCORPORATED SMITH BARNEY INC.
1285 Avenue of the Americas 388 Greenwich Street
New York, New York 10019 New York, New York 10013
(800) 324-0210 (Toll-Free) (800) 813-3754 (Toll-Free)
</TABLE>
<PAGE> 78
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors against expenses (including
attorneys' fees) in connection with the defense or settlement of an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Certificate of Incorporation of
Ford contains a provision to limit the personal liability of the directors of
Ford for violations of their fiduciary duty. This provision eliminates each
director's liability to Ford or its stockholders for monetary damages except (i)
for any breach of the director's duty of loyalty to Ford or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.
Section 6 of the form of dealer manager agreement filed as Exhibit 1 to
this Registration Statement provides for indemnification of directors, officers
who sign the Registration Statement and controlling persons of the Registrant by
the dealer managers, and for indemnification of each dealer manager and its
controlling persons by the Registrant, against certain liabilities. Similar
provisions are contained in agreements entered into between the Registrant and
groups of dealer managers or underwriters on past occasions.
The Declaration provides that no Trustee, affiliate of any Trustee or any
officers, directors, shareholders, members, partners, employees, representatives
or agents of any Trustee or any employee or agent of the Trust or its affiliates
(each, an "Indemnified Person") shall be liable, responsible or accountable in
damages or otherwise to the Trust or any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or its
affiliates, any officer, director, shareholder, employee, representative or
agent of Ford or its affiliates or to any holders from time to time of Trust
Securities of the Trust for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
the Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Indemnified Person's
gross negligence (or, in the case of the Institutional Trustee, negligence) or
willful misconduct with respect to such acts or omission. The Declaration also
provides that, to the fullest extent permitted by applicable law, Ford shall
indemnify and hold harmless each Indemnified Person from and against any loss,
damage or claim incurred by such Indemnified Person by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by the
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred
II-1
<PAGE> 79
by such Indemnified Person by reason of gross negligence (or, in the case of the
Institutional Trustee, negligence) or willful misconduct with respect to such
acts or omissions. The Declaration further provides that to the fullest extent
permitted by applicable law, expenses (including legal fees) incurred by an
Indemnified Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, be advanced by Ford prior to the final disposition of
such claim, demand, action, suit or proceeding upon receipt by Ford of an
undertaking by or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled to be
indemnified pursuant to the Declaration. The Declaration does not preclude
holders of Preferred Securities from instituting actions under the federal
securities laws.
ITEM 21. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- ----------- -------------------------------------------------------------------------------
<S> <C>
1 -- Form of Dealer Manager Agreement*
4.1 -- Form of Indenture between Ford and The Bank of New York, as Trustee*
4.2 -- Form of First Supplemental Indenture to Indenture
4.3 -- Declaration of Trust of Ford Motor Company Capital Trust I*
4.4 -- Certificate of Trust of Ford Motor Company Capital Trust I*
4.5 -- Form of Amended and Restated Declaration of Trust of Ford Motor Company Capital
Trust I
4.6 -- Form of Preferred Security (included in Exhibit 4.5 above)
4.7 -- Form of Junior Subordinated Debenture (included in Exhibit 4.2 above)
4.8 -- Form of Guarantee Agreement with respect to Preferred Securities
5.1 -- Opinion of J. M. Rintamaki, Secretary and Assistant General Counsel of Ford*
5.2 -- Opinion of Morris, Nichols, Arsht & Tunnell*
8 -- Tax Opinion of Dennis E. Ross, Chief Tax Officer of Ford
12 -- Ford Motor Company Computation of Earnings to Combined Fixed Charges and
Preferred Stock Dividends*
15 -- Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial
information
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consents of J. M. Rintamaki and Dennis E. Ross (included in Exhibits 5.1 and 8
above, respectively)
23.3 -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.2 above)*
24.1 -- Powers of Attorney for Ford Motor Company*
24.2 -- Power of Attorney for Ford Motor Company, as sponsor, to sign this Registration
Statement on behalf of Ford Motor Company Capital Trust I (included in Exhibit
4.3 above)*
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Trustee under the Indenture*
25.2 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Institutional Trustee, under the Amended and Restated
Declaration of Trust*
25.3 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Indenture Trustee, under the Preferred Securities
Guarantee*
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery*
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
99.4 -- Form of Letter to Clients
99.5 -- Form of Exchange Agent Agreement*
99.6 -- Form of Information Agent Agreement*
99.7 -- Form of Newspaper Announcement
99.8 -- Form of Ford Letter to Holders of 8.25% Preferred Stock, Series B*
99.9 -- Questions and Answers Regarding Preferred Securities
</TABLE>
- -------------------------
* Previously filed.
II-2
<PAGE> 80
ITEM 22. UNDERTAKINGS.
Each of the Registrants hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Ford'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.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have 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 Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants 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 Registrants will, unless in the opinion of
their 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.
(3) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first-class mail or equally prompt means. This
includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date responding to
the request.
(4) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
II-3
<PAGE> 81
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ford Motor
Company, has duly caused this Amendment No. 2 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dearborn, Michigan, on the 2nd day of November, 1995.
FORD MOTOR COMPANY
By /s/ ALEX TROTMAN*
------------------------------------
(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- --------------------------------------- ------------------
<C> <S> <C>
ALEX TROTMAN* Director and Chairman of the Board of
- --------------------------------- Directors, President and Chief
(Alex Trotman) Executive Officer (Principal Executive
Officer)
COLBY H. CHANDLER* Director
- ---------------------------------
(Colby H. Chandler)
MICHAEL D. DINGMAN* Director
- ---------------------------------
(Michael D. Dingman)
EDSEL B. FORD II* Director, Vice President--Ford and
- --------------------------------- President and Chief Operating Officer,
(Edsel B. Ford II) Ford Motor Credit Company
WILLIAM CLAY FORD* Director
- ---------------------------------
(William Clay Ford)
WILLIAM CLAY FORD, JR.* Director and Chairman of the Finance
- --------------------------------- Committee
(William Clay Ford, Jr.)
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
- ---------------------------------
(Ellen R. Marram)
</TABLE>
November 2, 1995
<PAGE> 82
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- --------------------------------------- ------------------
<C> <S> <C>
KENNETH H. OLSEN* Director
- ---------------------------------
(Kenneth H. Olsen)
CARL E. REICHARDT* Director
- ---------------------------------
(Carl E. Reichardt)
LOUIS R. ROSS* Director and Vice Chairman and Chief
- --------------------------------- Technical Officer
(Louis R. Ross)
CLIFTON R. WHARTON, JR.* Director
- ---------------------------------
(Clifton R. Wharton, Jr.)
JOHN M. DEVINE* Group Vice President and Chief
- --------------------------------- Financial Officer (Principal Financial
(John M. Devine) Officer)
DANIEL R. COULSON* Director of Accounting (Principal
- --------------------------------- Accounting Officer)
(Daniel R. Coulson)
* By /s/ PETER SHERRY, JR.
- --------------------------------
(Peter Sherry, Jr.,
Attorney-in-Fact)
</TABLE>
November 2, 1995
<PAGE> 83
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Motor Company Capital Trust I, has duly caused this Amendment No. 2 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dearborn, Michigan, on this 2nd day
of November, 1995.
FORD MOTOR COMPANY CAPITAL TRUST I
By: Ford Motor Company, as Sponsor
By: /s/ J.M. RINTAMAKI
------------------------------------
Name: J.M. Rintamaki
Title: Secretary
II-6
<PAGE> 84
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- ----------- ---------------------------------------------------------------------------------
<C> <C> <S>
1 -- Form of Dealer Manager Agreement*
4.1 -- Form of Indenture between Ford and The Bank of New York, as Trustee*
4.2 -- Form of First Supplemental Indenture to Indenture
4.3 -- Declaration of Trust of Ford Motor Company Capital Trust I*
4.4 -- Certificate of Trust of Ford Motor Company Capital Trust I*
4.5 -- Form of Amended and Restated Declaration of Trust of Ford Motor Company Capital
Trust I
4.6 -- Form of Preferred Security (included in Exhibit 4.5 above)
4.7 -- Form of Junior Subordinated Debenture (included in Exhibit 4.2 above)
4.8 -- Form of Guarantee Agreement with respect to Preferred Securities
5.1 -- Opinion of J. M. Rintamaki, Secretary and Assistant General Counsel of Ford*
5.2 -- Opinion of Morris, Nichols, Arsht & Tunnell*
8 -- Tax Opinion of Dennis E. Ross, Chief Tax Officer of Ford
12 -- Ford Motor Company Computation of Earnings to Combined Fixed Charges and
Preferred Stock Dividends*
15 -- Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial
information
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consents of J. M. Rintamaki and Dennis E. Ross (included in Exhibits 5.1 and 8
above, respectively)
23.3 -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.2 above)*
24.1 -- Powers of Attorney for Ford Motor Company*
24.2 -- Power of Attorney for Ford Motor Company, as sponsor, to sign this Registration
Statement on behalf of Ford Motor Company Capital Trust I (included in Exhibit
4.3 above)*
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Trustee under the Indenture*
25.2 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Institutional Trustee, under the Amended and Restated
Declaration of Trust*
25.3 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Indenture Trustee, under the Preferred Securities
Guarantee*
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery*
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
99.4 -- Form of Letter to Clients
99.5 -- Form of Exchange Agent Agreement*
99.6 -- Form of Information Agent Agreement*
99.7 -- Form of Newspaper Announcement
99.8 -- Form of Ford Letter to Holders of 8.25% Preferred Stock, Series B*
99.9 -- Questions and Answers Regarding Preferred Securities
</TABLE>
- -------------------------
* Previously filed.
<PAGE> 1
Exhibit 4.2
===============================================================================
FORD MOTOR COMPANY
AND
THE BANK OF NEW YORK
as Trustee
---------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 1, 1995
TO
INDENTURE
Dated as of December 1, 1995
---------------
9% Junior Subordinated Debentures
Due 2025
================================================================================
<PAGE> 2
FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of
December, 1995 (the "First Supplemental Indenture"), between FORD MOTOR
COMPANY, a corporation duly organized and existing under the laws of the State
of Delaware (hereinafter sometimes referred to as the "Company"), and THE BANK
OF NEW YORK, a New York banking corporation, as trustee (the "Trustee") under
the Indenture dated as of December 1, 1995 between the Company and the Trustee
(the "Indenture"). All terms used and not defined herein are used as defined
in the Indenture.
WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the future issuance of the Company's notes,
debentures and other evidences of indebtedness (herein called the "Securities")
from time to time in series as might be determined by the Company under the
Indenture, in an unlimited aggregate principal amount which may be
authenticated and delivered thereunder as in the Indenture provided; and
WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a series of its subordinated debt
securities to be known as its "9% Junior Subordinated Debentures Due 2025" (the
"Junior Subordinated Debentures"), the form and substance of such Junior
Subordinated Debentures and the terms, provisions and conditions thereof to be
as provided in the Indenture and this First Supplemental Indenture; and
WHEREAS, the Company has caused to be formed Ford Motor
Company Capital Trust I (the "Trust") as a statutory business trust under the
Business Trust Act of the State of Delaware (12 Del. Code Sec. 3801 et seq.)
pursuant to a declaration of trust dated September 19, 1995 (the "Original
Declaration") and the filing of a certificate of trust with the Secretary of
State of the State of Delaware on September 19, 1995; and
WHEREAS, the Original Declaration is to be amended and
restated in its entirety pursuant to an Amended and Restated Declaration of
Trust dated as of December 8, 1995 (such Amended and Restated Declaration of
Trust, as amended from time to time, the "Declaration of Trust") with The Bank
of New York, as institutional trustee (the "Institutional Trustee"); and
WHEREAS, the Trust has offered (the "Offer") to issue its 9%
Trust Originated Preferred Securities (the "Preferred Securities") to holders
of Series B Depositary Shares ("Depositary Shares") each representing 1/2,000
of a share of the Series B Cumulative Preferred Stock ("Series B Preferred") of
the Company in exchange for such Depositary Shares; and
WHEREAS, in connection with such Offer and the purchase by the
Company of the Common Securities (as defined in the Declaration of Trust) of
the Trust, the Company will deposit, and the Trust will purchase, respectively,
as trust assets Junior Subordinated Debentures; and
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WHEREAS, pursuant to the Declaration of Trust, the legal title
to the Junior Subordinated Debentures shall be owned and held of record in the
name of the Trust in trust for the benefit of holders of the Preferred
Securities and the Common Securities; and
WHEREAS, upon the occurrence of a Special Event (as defined in
the Declaration of Trust), the Regular Trustees (as defined in the Declaration
of Trust) of the Trust shall, unless the Junior Subordinated Debentures are
redeemed as described herein, dissolve the Trust and cause to be distributed to
the holders of the Preferred Securities and Common Securities, on a Pro Rata
basis (determined as provided in the terms of the Preferred Securities and
Common Securities attached as Exhibits B and C to the Declaration of Trust),
Junior Subordinated Debentures and in connection with a Liquidation
Distribution (as defined in the Declaration of Trust), the Regular Trustees may
cause to be distributed to holders of Preferred Securities and Common
Securities, on a Pro Rata basis, Junior Subordinated Debentures (each a
"Dissolution Event"); and
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this First Supplemental
Indenture, and all requirements necessary to make this First Supplemental
Indenture a valid instrument, in accordance with its terms, and to make the
Junior Subordinated Debentures, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company, have been
performed and fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;
NOW THEREFORE, in consideration of the purchase and acceptance
of the Junior Subordinated Debentures by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form and substance
of the Junior Subordinated Debentures and the terms, provisions and conditions
thereof, the Company covenants and agrees with the Trustee as follows:
ARTICLE ONE
GENERAL TERMS AND CONDITIONS OF
THE JUNIOR SUBORDINATED DEBENTURES
SECTION 1.01. There shall be and is hereby authorized a
series of Securities designated the "9% Junior Subordinated Debentures Due
2025", limited in aggregate principal amount to the sum of (i) $1,115,000,000
plus (ii) a dollar amount equal to the principal amount of Junior Subordinated
Debentures purchased by the Trust with the proceeds received by the Trust from
the purchase by the Company of the Common Securities of the Trust, which amount
shall be as set forth in any Company Order for the authentication and delivery
of Junior Subordinated Debentures. The Junior Subordinated Debentures shall
mature and the principal shall be due and payable together with all accrued and
unpaid interest thereon, including Compounded Interest (as hereinafter
defined), on December 31, 2025.
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SECTION 1.02. The Junior Subordinated Debentures shall be
issued in definitive registered form without coupons. Principal and interest
on the Junior Subordinated Debentures will be payable, the transfer of such
Junior Subordinated Debentures will be registrable and such Junior Subordinated
Debentures will be exchangeable for Junior Subordinated Debentures bearing
identical terms and provisions at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City and State of
New York; provided, however, that, at the option of the Company, payments of
interest may be made by check mailed to the registered holder at such address
as shall appear in the Security Register and that the payment of principal with
respect to any Junior Subordinated Debenture will only be made upon surrender
of such Junior Subordinated Debenture to the Trustee.
SECTION 1.03. Each Junior Subordinated Debenture will bear
interest from December 9, 1995 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (each, an
"Interest Payment Date"), commencing December 31, 1995, at the rate of 9% per
annum until the principal thereof is paid or made available for payment, and
(to the extent that the payment of such interest shall be legally enforceable)
at the rate of 9% per annum, compounded quarterly, on any overdue principal and
premium and on any overdue installment of interest. Subject to the provisions
of Article Three of this First Supplemental Indenture, the interest so payable
shall be paid to the person in whose name such Junior Subordinated Debenture
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which, except as set forth below,
shall be the close of business on the business day next preceding such Interest
Payment Date. In addition, each Junior Subordinated Debenture will bear
interest from December 1, 1995 through December 8, 1995 at the rate of 8 1/4%
per annum (the "Pre-Issuance Accrued Distribution"), payable on December 31,
1995 to the person in whose name such Junior Subordinated Debenture is
registered at the close of business on the Regular Record Date for such
Interest Payment Date. With the exception of the interest payment described in
the immediately preceding sentence, any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered holder
on such Regular Record Date and may either be paid to the person in whose name
such Junior Subordinated Debenture (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the registered holder of such Junior Subordinated Debenture not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Junior Subordinated Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.
The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months and for any period
shorter than a full quarterly interest period for which interest is computed,
the amount of interest payable will be
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computed on the basis of the actual number of days elapsed in such a 30-day
month. In the event that any Interest Payment Date is not a business day, then
payment of interest payable on such date will be made on the next succeeding
business day (and without any interest or other payment in respect of any such
delay), except that, if such business day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding business day (and
the Regular Record Date for such interest shall be the business day next
preceding such date), in each case with the same force and effect as if made on
such date.
ARTICLE TWO
OPTIONAL REDEMPTION
OF THE JUNIOR SUBORDINATED DEBENTURES
SECTION 2.01. Except as provided in Section 2.02, Junior
Subordinated Debentures may not be redeemed by the Company prior to December 1,
2002. Subject to the terms of Article Eleven of the Indenture, the Company
shall have the right, upon not less than 10 nor more than 60 days' notice, to
redeem the Junior Subordinated Debentures, as a whole or in part, from time to
time, on or after December 1, 2002, at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon,
including Compounded Interest, if any, to the date of such redemption (the
"Optional Redemption Price").
SECTION 2.02. If, at any time, a Tax Event (as defined below)
shall occur and be continuing and (i) the Regular Trustees and the Company
shall have received an opinion (a "Redemption Tax Opinion") of a nationally
recognized independent tax counsel experienced in such matters that, as a
result of a Tax Event, there is more than an insubstantial risk that the
Company would be precluded from deducting the interest on the Junior
Subordinated Debentures for United States federal income tax purposes even if
the Junior Subordinated Debentures were distributed to the holders of Preferred
Securities and Common Securities in liquidation of such holders' interest in
the Trust as set forth in the Declaration of Trust or (ii) the Regular Trustees
shall have been informed by such tax counsel that a No Recognition Opinion (as
defined below) cannot be delivered to the Trust, the Company shall have the
right at any time, upon not less than 10 nor more than 60 days' notice, to
redeem the Junior Subordinated Debentures in whole or in part for cash at the
Optional Redemption Price within 90 days following the occurrence of such Tax
Event; provided, however, that, if at the time there is available to the
Company or the Regular Trustees on behalf of the Trust the opportunity to
eliminate, within such 90 day period, the Tax Event by taking some ministerial
action ("Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar reasonable measure, which has no adverse effect on
the Trust, the Company or the holders of the Preferred Securities, the Company
or the Regular Trustees on behalf of the Trust will pursue such measure in lieu
of redemption and, provided further, that the Company shall have no right to
redeem the Junior
<PAGE> 6
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Subordinated Debentures while the Regular Trustees on behalf of the Trust are
pursuing any such Ministerial Action.
"Tax Event" means that the Company and the Regular Trustees
shall have obtained an opinion of nationally recognized independent tax counsel
experienced in such matters (a "Dissolution Tax Opinion") to the effect that on
or after December 8, 1995, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that differs
from the theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or effective or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after December 8, 1995, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to United
States federal income tax with respect to income accrued or received on the
Junior Subordinated Debentures, (ii) the Trust is, or will be within 90 days of
the date thereof, subject to more than a de minimis amount of taxes, duties or
other governmental charges or (iii) interest payable by the Company to the
Trust on the Junior Subordinated Debentures is not, or within 90 days of the
date thereof will not be, deductible by the Company for United States federal
income tax purposes.
"No Recognition Opinion" means an opinion of a nationally
recognized independent tax counsel experienced in such matters, which opinion
may rely on any then applicable published revenue ruling of the Internal
Revenue Service, to the effect that the holders of the Preferred Securities
will not recognize any gain or loss for United States federal income tax
purposes as a result of a dissolution of the Trust and distribution of the
Junior Subordinated Debentures as provided in the Declaration of Trust.
SECTION 2.03. If the Junior Subordinated Debentures are only
partially redeemed pursuant to this Article Two, the Junior Subordinated
Debentures will be redeemed pro rata or by lot or by any other method as the
Trustee shall deem fair and appropriate. Notwithstanding the foregoing, if a
partial redemption of the Junior Subordinated Debentures would result in the
delisting of the Preferred Securities by any national securities exchange or
other organization on which the Preferred Securities are then listed, the
Company shall not be permitted to effect such partial redemption and will only
redeem the Junior Subordinated Debentures as a whole.
<PAGE> 7
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ARTICLE THREE
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 3.01. So long as the Company is not in default in the
payment of interest on the Junior Subordinated Debentures, the Company shall
have the right, at any time during the term of the Junior Subordinated
Debentures, from time to time to extend the interest payment period of such
Junior Subordinated Debentures (other than with respect to the Pre-Issuance
Accrued Distribution) for up to 20 consecutive quarterly interest periods (the
"Extended Interest Payment Period"), at the end of which period the Company
shall pay all interest accrued and unpaid thereon, together with interest
thereon at the rate of 9% per annum to the extent permitted by applicable law,
compounded quarterly ("Compounded Interest"). During such Extended Interest
Payment Period, the Company shall not declare or pay any dividends on, or
redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its common stock or preferred stock or any other securities
similar to the Preferred Securities or the Junior Subordinated Debentures, or
make any guarantee payments with respect thereto; provided, however, that the
Company may pay dividends (and cash in lieu of fractional shares) upon the
conversion, other than at the Company's option, of any of its preferred stock,
including its Series A Cumulative Convertible Preferred Stock, in accordance
with the terms of such stock. Prior to the termination of any such Extended
Interest Payment Period, the Company may pay all or any portion of the interest
accrued on the Junior Subordinated Debentures on any Interest Payment Date to
holders of record on the Regular Record Date for such Interest Payment Date or
from time to time further extend such Extended Interest Payment Period,
provided that such Extended Interest Payment Period together with all such
further extensions thereof shall not exceed 20 consecutive quarterly interest
periods. Upon the termination of any Extended Interest Payment Period and upon
the payment of all accrued and unpaid interest then due, including Compounded
Interest, the Company may select a new Extended Interest Payment Period,
subject to the foregoing requirements. No interest shall be due and payable
during an Extended Interest Payment Period, except at the end thereof. At the
end of the Extended Interest Payment Period, the Company shall pay all interest
accrued and unpaid on the Junior Subordinated Debentures, including any
Compounded Interest, which shall be payable to the holders of the Junior
Subordinated Debentures in whose names the Junior Subordinated Debentures are
registered in the Security Register on the Regular Record Date for the first
Interest Payment Date occurring on or after the end of the Extended Interest
Payment Period.
SECTION 3.02. (a) So long as the Trust is the sole legal
owner and holder of record of the Junior Subordinated Debentures, at the time
the Company selects an Extended Interest Payment Period, the Company shall give
both the Institutional Trustee and the Trustee written notice of its selection
of such Extended Interest Payment Period ten business days prior to the earlier
of (i) the next succeeding date on which distributions on the Preferred
Securities are payable or (ii) the date the Trust is required to give notice to
the New York Stock Exchange or other applicable self regulatory organization or
to holders of
<PAGE> 8
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the Preferred Securities of the record date or the date such distributions are
payable, but in any event not less than one business day prior to such record
date. The Company shall cause the Trust to give notice of the Company's
selection of such Extended Interest Payment Period to the holders of the
Preferred Securities.
(b) If, as a result of a Dissolution Event, Junior
Subordinated Debentures have been distributed to holders of Preferred
Securities and Common Securities at the time the Company selects an Extended
Interest Payment Period, the Company shall give the holders of the Junior
Subordinated Debentures and the Trustee written notice of its selection of such
Extended Interest Payment Period ten business days prior to the earlier of (i)
the next succeeding Interest Payment Date or (ii) the date the Company is
required to give notice to the New York Stock Exchange or other applicable self
regulatory organization or to holders of the Junior Subordinated Debentures of
the record or payment date of such interest payment.
SECTION 3.03. The quarter in which any notice is given
pursuant to Section 3.02 shall be counted as one of the 20 quarters permitted
in the maximum Extended Interest Payment Period permitted under this Article
Three.
ARTICLE FOUR
COVENANTS APPLICABLE TO JUNIOR SUBORDINATED DEBENTURES
SECTION 4.01. So long as any Preferred Securities remain
outstanding, the Company will not declare or pay any dividends on, or redeem,
purchase, acquire or make a distribution or liquidation payment with respect
to, any of its common stock or preferred stock or any other securities similar
to the Preferred Securities or the Junior Subordinated Debentures, or make any
guarantee payments with respect thereto, if at such time (i) the Company shall
be in default with respect to its Guarantee Payments (as defined in the
Guarantee Agreement dated December 8, 1995 between the Company and the
Guarantee Trustee named therein (the "Guarantee Agreement")) or other payment
obligations under the Guarantee Agreement, (ii) there shall have occurred any
Event of Default under the Indenture with respect to the Junior Subordinated
Debentures or (iii) the Company shall have given notice of its selection of an
Extended Interest Payment Period and such Extended Interest Payment Period, or
any extension thereof, is continuing; provided, however, that the Company may
pay dividends (and cash in lieu of fractional shares) upon the conversion,
other than at the Company's option, of any of its preferred stock, including
its Series A Cumulative Convertible Preferred Stock, in accordance with the
terms of such stock.
SECTION 4.02. In connection with the distribution of the
Junior Subordinated Debentures to the holders of the Preferred Securities and
the Common Securities upon a Dissolution Event, the Company will use its best
efforts to list such Junior Subordinated
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Debentures on the New York Stock Exchange or on such other exchange as the
Preferred Securities are then listed and traded.
SECTION 4.03. The Company covenants and agrees for the
benefit of the holders of the Preferred Securities to comply fully with all of
its obligations and agreements under the Declaration of Trust, including,
without limitation, its obligations under Article IV thereof.
SECTION 4.04. Prior to the distribution of Junior Subordinated
Debentures to the holders of Preferred Securities and Common Securities upon a
Dissolution Event, the Company covenants and agrees for the benefit of the
holders of the Preferred Securities (i) not to cause or permit the Common
Securities to be transferred except as permitted by the Declaration of Trust
and (ii) not to take any action that would cause the Trust to cease to be
treated as a grantor trust for United States federal income tax purposes,
except in connection with a distribution of the Junior Subordinated Debentures
as provided in the Declaration of Trust.
ARTICLE FIVE
FORM OF JUNIOR SUBORDINATED DEBENTURES
SECTION 5.01. The Junior Subordinated Debentures and the
Trustee's Certificate of Authentication to be endorsed thereon are to be
substantially in the following forms:
(FORM OF FACE OF SECURITY)
No. CUSIP NO. 345 343 20 6
FORD MOTOR COMPANY
9% JUNIOR SUBORDINATED DEBENTURE DUE 2025
FORD MOTOR COMPANY, a corporation duty organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ____________, or
registered assigns, the principal sum of ______ Dollars on December 31, 2025,
and to pay interest thereon from December 9, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly in arrears (subject to deferral as set forth herein) on March 31,
June 30, September 30 and December 31 of each year, commencing December 31,
1995, at the rate of 9% per annum
<PAGE> 10
9
plus Compounded Interest, if any, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of 9% per annum, compounded
quarterly, on any overdue principal and premium and on any overdue installment
of interest. In addition, the Company promises to pay to the Holder or
registered assigns interest from December 1, 1995 through December 8, 1995 at
the rate of 8 1/4% per annum (the "Pre-Issuance Accrued Distribution"), payable
on December 31, 1995. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve 30-day months,
and for any period shorter than a full quarterly interest period for which
interest is computed, the amount of interest payable will be computed on the
basis of the actual number of days elapsed in such a 30-day month. In the
event that any Interest Payment Date is not a business day, then payment of
interest payable on such date will be made on the next succeeding day which is
a business day (and without any interest or other payment in respect of any
such delay), except that, if such business day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding business
day, in each case with the same force and effect as if made on such date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the close of business on the business day next preceding such Interest Payment
Date. With the exception of the Pre-Issuance Accrued Distribution, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of (and premium, if any, on) and any
such interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City and
State of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register and, provided further, that the
payment of principal will only be made upon the surrender of this Security to
the Trustee. Notwithstanding the foregoing, so long as the owner and record
holder of this Security is the Trust (as defined in the Indenture), the payment
of the principal of (and premium, if any, on) and interest (including
Compounded Interest, if any) on this Security will be made at such place and to
such account of the Trust as may be designated by the Institutional Trustee.
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The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Security, by accepting the same (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder of this Security, by his acceptance of
the same, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such Holder upon said provisions.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been
executed by the Trustee referred to on the reverse side hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
<PAGE> 12
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IN WITNESS WHEREOF, the Company has caused this Security to be
signed by its Chairman of the Board, or its President, or one of its Executive
Vice Presidents, or one of its Vice Presidents, and by its Treasurer or one of
its Assistant Treasurers, or its Secretary or one of its Assistant Secretaries,
manually or in facsimile, and a facsimile of its corporate seal to be imprinted
hereon.
[CORPORATE SEAL]
FORD MOTOR COMPANY
By ____________________________
Name:
Title:
By ____________________________
Name:
Title:
Attest:
By __________________
Name:
Title:
<PAGE> 13
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(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series of Securities
described in the within mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By ________________________
Authorized Signatory
<PAGE> 14
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(FORM OF REVERSE OF SECURITY)
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities") issued and to be issued in one
or more series under an Indenture, dated as of December 1, 1995, between the
Company and The Bank of New York, a New York banking corporation, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture with respect to the series of which this Security is a part), as
supplemented by the First Supplemental Indenture dated as of December 1, 1995,
between the Company and the Trustee (said Indenture, as so supplemented, being
hereinafter referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and, to the extent
specifically set forth in the Indenture, the holders of Senior Indebtedness and
Preferred Securities, and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount as
specified in Section 1.01 of the First Supplemental Indenture.
Except as provided in the next paragraph, the Securities may
not be redeemed by the Company prior to December 1, 2002. The Securities of
this series are subject to redemption upon not less than 10 nor more than 60
days' notice by mail, at any time on or after December 1, 2002, as a whole or
in part, at the election of the Company (an "Optional Redemption"), at a
Redemption Price equal to 100% of the principal amount together with any
accrued but unpaid interest, including Compounded Interest, if any, to the
Redemption Date (the "Optional Redemption Price").
If, at any time, a Tax Event (as defined below) shall occur
and be continuing and (i) the Regular Trustees shall have received an opinion
(a "Redemption Tax Opinion") of a nationally recognized independent tax counsel
experienced in such matters that, as a result of a Tax Event, there is more
than an insubstantial risk that the Company would be precluded from deducting
the interest on the Securities for United States federal income tax purposes
even if the Securities were distributed to the holders of Preferred Securities
and Common Securities in liquidation of such holder's interest in the Trust as
set forth in the Declaration of Trust or (ii) the Regular Trustees shall have
been informed by such tax counsel that a No Recognition Opinion (as defined
below) cannot be delivered to the Trust, the Company shall have the right at
any time, upon not less than 10 nor more than 60 days' notice, to redeem the
Securities in whole or in part for cash at the Optional Redemption Price within
90 days following the occurrence of such Tax Event; provided, however, that, if
at the time there is available to the Company or the Regular Trustees on behalf
of the Trust the opportunity to eliminate, within such 90 day period, the Tax
Event by taking some ministerial action ("Ministerial Action"), such as filing
a form or making an election, or pursuing some other similar reasonable
measure, which has no adverse effect on the Trust, the Company or the holders
of the Preferred Securities, the Company or the Regular Trustees on behalf of
the Trust will pursue such measure in lieu of redemption and, provided
<PAGE> 15
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further, that the Company shall have no right to redeem the Securities while
the Regular Trustees on behalf of the Trust are pursuing any such Ministerial
Action.
"Tax Event" means that the Regular Trustees shall have
obtained an opinion of nationally recognized independent tax counsel
experienced in such matters (a "Dissolution Tax Opinion") to the effect that on
or after December 8, 1995, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that differs
from the theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after December 8, 1995, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to United
States federal income tax with respect to income accrued or received on the
Securities, (ii) the Trust is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of taxes, duties or other governmental
charges or (iii) interest payable by the Company to the Trust on the Securities
is not, or within 90 days of the date thereof will not be, deductible by the
Company for United States federal income tax purposes.
"No Recognition Opinion" means an opinion of a nationally
recognized independent tax counsel experienced in such matters, which opinion
may rely on any then applicable published revenue ruling of the Internal
Revenue Service, to the effect that the holders of the Preferred Securities
will not recognize any gain or loss for United States federal income tax
purposes as a result of a dissolution of the Trust and distribution of the
Securities as provided in the Declaration of Trust.
If the Securities are only partially redeemed by the Company
pursuant to an Optional Redemption or as a result of a Tax Event as described
above, the Securities will be redeemed pro rata or by lot or by any other
method as the Trustee shall deem fair and appropriate. Notwithstanding the
foregoing, if a partial redemption of the Securities would result in the
delisting of the Preferred Securities by any national securities exchange or
other organization on which the Preferred Securities are then listed, the
Company shall not be permitted to effect such partial redemption and will only
redeem the Securities as a whole.
In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
<PAGE> 16
15
The Securities of this series are subject to the defeasance
and covenant defeasance provisions set forth in Article Fifteen of the
Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee, with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected at the time outstanding, as defined in the Indenture (and, in
the case of any series of Securities held as trust assets of a Ford Motor
Company Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such Ford Motor Company Capital Trust as may be
required under the Declaration of Trust of such Ford Motor Company Capital
Trust), to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Security of
any series, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, without the consent of the holder of each Security
so affected or (ii) reduce the aforesaid percentage of Securities, the holders
of which are required to consent to any such supplemental indenture, without
the consent of the holders of each Security (and, in the case of any series of
Securities held as trust assets of a Ford Motor Company Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of the holders of the Preferred Securities and the Common Securities of such
Ford Motor Company Capital Trust as may be required under the Declaration of
Trust of such Ford Motor Company Capital Trust) then outstanding and affected
thereby. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time outstanding affected thereby (subject, in the case of any series of
Securities held as trust assets of a Ford Motor Company Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, to such
consent of holders of Preferred Securities and Common Securities of such Ford
Motor Company Capital Trust as may be required under the Declaration of Trust
of such Ford Motor Company Capital Trust), on behalf of the Holders of the
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.
<PAGE> 17
16
Subject to Section 14.03 of the Indenture, no reference herein
to the Indenture (other than such Section) and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the amount of principal of (and premium, if
any, on) and interest on this Security herein provided, and at the times, place
and rate, and in the coin or currency, herein prescribed.
So long as the Company is not in default in the payment of
interest on the Securities, the Company shall have the right, at any time
during the term of the Securities, from time to time to extend the interest
payment period of such Securities (other than with respect to the Pre-Issuance
Accrued Distribution) for up to 20 consecutive quarterly interest periods (the
"Extended Interest Payment Period"), at the end of which period the Company
shall pay all interest then accrued and unpaid (together with interest thereon
at the rate of 9% per annum compounded quarterly to the extent permitted by
applicable law ("Compounded Interest")). During such Extended Interest Payment
Period, the Company shall not declare or pay any dividends on, or redeem,
purchase, acquire or make a distribution or liquidation payment with respect
to, any of its common stock or preferred stock or any other securities similar
to the Preferred Securities or the Securities, or make any guarantee payments
with respect thereto; provided, however, that the Company may pay dividends
(and cash in lieu of fractional shares) upon the conversion, other than at the
Company's option, of any of its preferred stock, including its Series A
Cumulative Convertible Preferred Stock, in accordance with the terms of such
stock. Prior to the termination of any such Extended Interest Payment Period,
the Company may pay all or any portion of the interest accrued on the
Securities on any Interest Payment Date to holders of record on the Regular
Record Date for such Interest Payment Date or from time to time further extend
such Extended Interest Payment Period, provided that such Extended Interest
Payment Period, together with all such further extensions thereof, shall not
exceed 20 consecutive quarterly interest periods. At the termination of any
such Extended Interest Payment Period and upon the payment of all accrued and
unpaid interest then due, together with Compounded Interest, the Company may
select a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest on this Security shall be due and payable during an
Extended Interest Payment Period, except at the end thereof. At the end of the
Extended Interest Payment Period, the Company shall pay all interest accrued
and unpaid on the Securities including any Compounded Interest which shall be
payable to the holders of the Securities in whose names the Securities are
registered in the Security Register on the Regular Record Date for the first
Interest Payment Date occurring on or after the end of the Extended Interest
Payment Period.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one
<PAGE> 18
17
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Securities of this series are issuable only in registered
form without coupons in denominations of $25 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of different authorized
denominations as requested by the Holder surrendering the same.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee, any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security shall be overdue, and neither
the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer, director or
employee, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and
released.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ARTICLE SIX
ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES
SECTION 6.01. Junior Subordinated Debentures in the
aggregate principal amount equal to the sum of $1,115,000,000 plus a dollar
amount equal to the principal amount of Junior Subordinated Debentures
purchased by the Trust with the proceeds received by the Trust from the
purchase by the Company of the Common Securities of the Trust, may, upon
execution of this First Supplemental Indenture, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Junior Subordinated Debentures to or upon the
written order of the Company, signed by any two of its Chairman of the Board,
its President, an Executive Vice President,
<PAGE> 19
18
a Vice President, its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary, without any
further action by the Company.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
SECTION 7.01. Except as otherwise expressly provided in this
First Supplemental Indenture or in the form of Junior Subordinated Debenture or
otherwise clearly required by the context hereof or thereof, all terms used
herein or in said form of Junior Subordinated Debenture that are defined in the
Indenture shall have the several meanings respectively assigned to them
thereby.
SECTION 7.02. The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and this
First Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
SECTION 7.03. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representation as to the
validity or sufficiency of this First Supplemental Indenture.
SECTION 7.04. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.
<PAGE> 20
19
IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this First
Supplemental Indenture to be duly signed and acknowledged by its Chairman of
the Board or its President or an Executive Vice President or a Vice President
or its Treasurer or its Assistant Treasurer or its Secretary or its Assistant
Secretary thereunto duly authorized, its corporate seal to be affixed
hereunto, and the same to be attested by its Secretary or an Assistant
Secretary; and THE BANK OF NEW YORK has caused this First Supplemental
Indenture to be duly signed and acknowledged by one of its Vice Presidents or
Assistant Vice Presidents thereunto duly authorized, and its corporate seal to
be affixed hereunto, and the same to be attested by one of its Assistant
Treasurers.
FORD MOTOR COMPANY
By_____________________________
Name:
Title:
Attest:
_____________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By_________________________________
Name:
Title:
Attest:
_____________________
Assistant Treasurer
<PAGE> 21
20
STATE OF MICHIGAN )
) ss.:
COUNTY OF Wayne )
__________, 1995
On the __________ day of _____, in the year one thousand nine
hundred ninety-five, before me personally came _______________ to me known,
who, being by me duly sworn, did depose and say that he resides at
___________________________________; that he is
_____________________________________ of FORD MOTOR COMPANY, one of the
corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporation seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.
_______________________
NOTARY PUBLIC
My Commission Expires
<PAGE> 22
21
STATE OF NEW YORK )
) ss.:
COUNTY OF New York )
__________, 1995
On the _____ day of ______, in the year one thousand nine
hundred ninety-five, before me personally came ___________ to me known, who,
being by me duly sworn, did depose and say that he resides at
_______________________, that he is a ________________________ of THE BANK OF
NEW YORK, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation and that he signed his
name thereto by like authority.
NOTARY PUBLIC
My Commission Expires
<PAGE> 1
Draft 10/27/95
Exhibit 4.5
AMENDED AND RESTATED
DECLARATION OF TRUST
of
Ford Motor Company Capital Trust I
December 8, 1995
AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of December 8, 1995 by the undersigned trustees (together with all
other Persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "Trustees") and Ford
Motor Company, a Delaware corporation, as trust sponsor ("Ford" or the
"Sponsor").
WHEREAS, the Sponsor and the Trustees entered into a Declaration of
Trust dated as of September 19, 1995 (the "Original Declaration") in order to
establish a statutory business trust (the "Trust") under the Business Trust Act
(as hereinafter defined);
WHEREAS, the Certificate of Trust (the "Certificate of Trust") of the
Trust was filed with the office of the Secretary of State of the State of
Delaware on September 19, 1995;
WHEREAS, the Trustees and the Sponsor desire to continue the Trust
pursuant to the Business Trust Act for the purpose of, as described more fully
in Section 3.3 hereof, (i) issuing Preferred Securities (as hereinafter
defined) representing undivided beneficial interests in the assets of the Trust
in exchange for Series B Depositary Shares ("Depositary Shares") each
representing 1/2,000 of a share of Series B Preferred Stock (as hereinafter
defined) of Ford pursuant to the Offer (as hereinafter defined) and delivering
such Depositary Shares to Ford in consideration for the deposit by Ford as
trust assets of Debentures (as hereinafter defined) of Ford issued under the
Indenture (as hereinafter defined) and (ii) issuing and selling Common
Securities (as hereinafter defined) representing undivided beneficial interests
in the assets of the Trust to Ford in exchange for cash and investing the
proceeds thereof in additional Debentures of Ford issued under the Indenture to
be held as assets of the Trust; and
NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a business trust under the Business Trust Act, that the
Original Declaration be amended and restated in its entirety as provided herein
and that this Declaration constitute the governing instrument of such business
trust, the Trustees declare that all assets referred to in clauses (i) and (ii)
of the previous Whereas clause contributed to or purchased by the Trust will be
held in trust for the benefit of the Holders (as hereinafter defined) from time
to time, of the Certificates (as hereinafter defined)
<PAGE> 2
representing undivided beneficial interests in the assets of the Trust
issued hereunder, subject to the provisions of this Declaration.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions.
(a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;
(b) a term defined anywhere in this Declaration has the same meaning
throughout;
(c) all references to "the Declaration" or "this Declaration" are to
this Amended and Restated Declaration of Trust (including Exhibits A, B and C
hereto (the "Exhibits")) as modified, supplemented or amended from time to
time;
(d) all references in this Declaration to Articles and Sections and
Exhibits are to Articles and Sections of and Exhibits to this Declaration
unless otherwise specified;
(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and
(f) a reference to the singular includes the plural and vice versa.
"Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.
"Book Entry Interest" means a beneficial interest in a Certificate
registered in the name of a Clearing Agency or a nominee thereof, ownership and
transfers of which shall be maintained and made through book entries by such
Clearing Agency as described in Section 9.4.
"Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.
"Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Sec. 3801 et seq., as it may be amended from time to time.
"Certificate" means a Common Security Certificate or a Preferred
Security Certificate.
"Certificate of Trust" has the meaning set forth in the second Whereas
clause above.
"Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depository for the Preferred Securities and in whose name or in the name of a
nominee of that organization, shall be registered a Global Certificate and
which shall undertake to effect book entry transfers and pledges of the
Preferred Securities.
2
<PAGE> 3
"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with
the Clearing Agency.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time or any successor legislation. A reference to a specific section
((Sec.)) of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.
"Commission" means the Securities and Exchange Commission.
"Common Security" has the meaning specified in Section 7.1(b).
"Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Annex I to Exhibit C.
"Covered Person" means (i) any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or its
Affiliates, (ii) any officer, director, shareholder, employee, representative
or agent of Ford or its Affiliates and (iii) the Holders from time to time of
the Securities.
"Dealer Manager Agreement" means the dealer manager agreement entered
into among Ford, the Trust and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc., Goldman,
Sachs & Co., Lehman Brothers, PaineWebber Incorporated and Smith Barney Inc.
with respect to, among other things, the Offer and the Preferred Securities.
"Debenture Trustee" means The Bank of New York, as trustee under the
Indenture until a successor is appointed thereunder and thereafter means such
successor trustee.
"Debentures" means the series of Junior Subordinated Debentures issued
by Ford under the Indenture to the Trust and entitled the "9% Junior
Subordinated Debentures due 2025".
"Delaware Trustee" has the meaning set forth in Section 5.1(a)(3).
"Distribution" means a distribution payable to Holders of Securities
in accordance with Section 6.1.
"DTC" means The Depository Trust Company, the initial Clearing Agency.
"Event of Default" in respect of the Securities means an Indenture
Event of Default has occurred and is continuing in respect of the Debentures.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor legislation.
"Expiration Date" has the meaning set forth in the Prospectus.
3
<PAGE> 4
"Fiscal Year" has the meaning specified in Section 11.1.
"Ford Motor Company Capital Trust" shall mean any statutory business
trust created under the laws of the State of Delaware specified in the
applicable board resolution or supplemental indenture establishing a particular
series of Securities pursuant to Section 3.01 of the Indenture.
"Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.
"Indemnified Person" means any Trustee, any Affiliate of any Trustee,
any officers, directors, shareholders, members, partners, employees,
representatives or agents of any Trustee, or any employee or agent of the Trust
or its Affiliates.
"Indenture" means the Indenture dated as of December 1, 1995 between
Ford and the Debenture Trustee and the First Supplemental Indenture thereto
dated such date pursuant to which the Debentures are to be issued.
"Indenture Event of Default" means any event or condition defined as
an "Event of Default" with respect to the Debentures under Section 5.01 of the
Indenture has occurred and is continuing.
"Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.1(c) and having the duties set forth for
the Institutional Trustee herein.
"Investment Company" means an investment company as defined in the
Investment Company Act.
"Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time or any successor legislation.
"Legal Action" has the meaning specified in Section 3.6(g).
"Liquidation Distribution" has the meaning set forth in Exhibits B and
C hereto establishing the terms of the Securities.
"Majority in liquidation amount of the Securities" means, except as
otherwise required by the Trust Indenture Act and except as provided in the
penultimate paragraph of paragraph 5 of Exhibit B hereto, Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holder(s) of outstanding Preferred Securities or Common Securities
each voting separately as a class, who are the record owners of a relevant
class of Securities whose liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
represents more than 50% of the liquidation amount of all outstanding
Securities of such class.
"Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Exhibits B and C hereto.
4
<PAGE> 5
"Offer" means the offer by the Trust to exchange Preferred Securities
of the Trust for outstanding Depositary Shares of Ford in consideration for the
deposit by Ford as trust assets of Debentures issued under the Indenture, all
as described in the Prospectus.
"Original Declaration" has the meaning set forth in the first Whereas
clause above.
"Paying Agent" has the meaning specified in Section 3.8(g).
"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.
"Preferred Guarantee" means the Guarantee Agreement dated as of
December 8, 1995 of Ford in respect of the Preferred Securities.
"Preferred Security" has the meaning specified in Section 7.1(b).
"Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).
"Preferred Security Certificate" means a definitive certificate in
fully registered form representing a Preferred Security substantially in the
form of Annex I to Exhibit B.
"Prospectus" means the Prospectus dated November 3, 1995 relating to
the Offer.
"Quorum" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both such Regular Trustees.
"Regular Trustee" means any Trustee other than the Institutional
Trustee and the Delaware Trustee.
"Related Party" means any direct or indirect wholly owned subsidiary
of Ford or any other Person which owns, directly or indirectly, 100% of the
outstanding voting securities of Ford.
"Resignation Request" has the meaning specified in Section 5.2(d).
"Responsible Officer" means, with respect to the Institutional
Trustee, the chairman of the board of directors, the president, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.
5
<PAGE> 6
"Rule 3a-5" means Rule 3a-5 under the Investment Company Act or any
successor rule thereunder.
"Securities" means the Common Securities and the Preferred Securities.
"Securities Act" means the Securities Act of 1933, as amended from
time to time or any successor legislation.
"Series B Preferred Stock" means the Series B Cumulative Preferred
Stock of Ford.
"Special Event" has the meaning set forth in the terms of the
Securities as set forth in Exhibits B and C hereto.
"Sponsor" or "Ford" means Ford Motor Company, a Delaware corporation,
or any successor entity in a merger, in its capacity as sponsor of the Trust.
"Successor Delaware Trustee" has the meaning specified in Section
5.2(b)(ii).
"Successor Institutional Trustee" means a successor Trustee possessing
the qualifications to act as Institutional Trustee under Section 5.1(c).
"10% in liquidation amount of the Securities" means, except as
otherwise required by the Trust Indenture Act and except as provided in the
penultimate paragraph of paragraph 5 of Exhibit B hereto, Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holder(s) of outstanding Preferred Securities or Common Securities,
voting separately as a class, who are the record owners of a relevant class of
Securities whose liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
represents 10% or more of the liquidation amount of all outstanding Securities
of such class.
"Treasury Regulations" means the income tax regulations including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).
"Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with
the provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.
6
<PAGE> 7
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act; Application.
(a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to
the extent applicable, be governed by such provisions;
(b) if and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Secs. 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control;
(c) the Institutional Trustee, to the extent permitted by applicable
law and/or the rules and regulations of the Commission, shall be the only
Trustee which is a trustee for the purposes of the Trust Indenture Act; and
(d) the application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.
SECTION 2.2 Lists of Holders of Preferred Securities.
(a) Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Institutional Trustee with such information as is
required under Sec. 312(a) of the Trust Indenture Act at the times and in the
manner provided in Sec. 312(a); and
(b) the Institutional Trustee shall comply with its obligations under
Secs. 310(b), 311 and 312(b) of the Trust Indenture Act.
SECTION 2.3 Reports by the Institutional Trustee.
Within 60 days after May 15 of each year, the Institutional Trustee
shall provide to the Holders of the Securities such reports as are required by
Sec. 313 of the Trust Indenture Act, if any, in the form, in the manner and at
the times provided by Sec. 313 of the Trust Indenture Act. The Institutional
Trustee shall also comply with the requirements of Sec. 313(d) of the Trust
Indenture Act.
SECTION 2.4 Periodic Reports to Institutional Trustee.
Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee, the Commission and the Holders of
the Securities, as applicable, such documents, reports and information as
required by Sec. 314(a)(1)-(3) (if any) of the Trust Indenture Act and the
compliance certificates required by Sec. 314(a)(4) and (c) of the Trust
Indenture Act, any such certificates to be provided in the form, in the manner
and at the times required by Sec. 314(a)(4) and (c) of the Trust Indenture Act
(provided that any certificate to be provided pursuant to Sec. 314(a)(4) of the
Trust Indenture Act shall be provided within 120 days of the end of each Fiscal
Year).
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SECTION 2.5 Evidence of Compliance with Conditions Precedent.
Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration which relate to
any of the matters set forth in Sec. 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Sec. 314(c) shall
comply with Sec. 314(e) of the Trust Indenture Act.
SECTION 2.6 Events of Default; Waiver
(a) Subject to Section 2.6(c), Holders of Preferred Securities may by
vote of at least a Majority in liquidation amount of the Preferred Securities,
voting separately as a class, (A) in accordance with the terms of the Preferred
Securities, direct the time, method and place of conducting any proceeding for
any remedy available to the Institutional Trustee, or exercising any trust or
power conferred upon the Institutional Trustee or (B) on behalf of all Holders
of Preferred Securities waive any past Event of Default in respect of the
Preferred Securities and its consequences, provided that if the Event of
Default arises out of an Indenture Event of Default:
(i) which is not waivable under the Indenture, the Event of
Default under this Declaration shall also not be waivable; or
(ii) which requires the consent or vote of (1) holders of
Debentures representing a specified percentage greater than a majority
in principal amount of the Debentures, or (2) each holder of
Debentures, the Event of Default under this Declaration may only be
waived by, in the case of clause (1) above, the vote of Holders of
Preferred Securities representing such specified percentage of the
aggregate liquidation amount of the Preferred Securities, or, in the
case of clause (2) above, each Holder of Preferred Securities.
Upon such waiver, any such default shall cease to exist, and any Event of
Default with respect to the Preferred Securities arising therefrom shall be
deemed to have been cured, for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or Event of Default with
respect to the Preferred Securities or impair any right consequent thereon.
(b) Subject to Section 2.6(c), Holders of Common Securities may by
vote of at least a Majority in liquidation amount of the Common Securities,
voting separately as a class, (A) in accordance with the terms of the Common
Securities, direct the time, method and place of conducting any proceeding for
any remedy available to the Institutional Trustee, or exercising any trust or
power conferred upon the Institutional Trustee or (B) on behalf of all Holders
of Common Securities, waive any past Event of Default with respect to the
Common Securities and its consequences, provided that, if the Event of Default
arises out of an Indenture Event of Default:
(i) which is not waivable under the Indenture, except where
the Holders of the Common Securities are deemed to have waived such
Event of Default under the Declaration as provided below, the Event of
Default under this Declaration shall also not be waivable; or
(ii) which requires the consent or vote of (1) holders of
Debentures representing a specified percentage greater than a majority
in principal amount of the Debentures or (2) each holder of
Debentures, except where the holders of the Common Securities are
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deemed to have waived such Event of Default under this Declaration as
provided below, the Event of Default under this Declaration may
only be waived by, in the case of clause (1) above, the vote of
Holders of Common Securities representing such specified percentage of
the aggregate liquidation amount of the Common Securities, or, in the
case of clause (2) above, each holder of Common Securities; and
provided, further that, each Holder of Common Securities will be deemed to have
waived any Event of Default with respect to the Common Securities and its
consequences until all Events of Default with respect to the Preferred
Securities have been cured, waived by the Holders of Preferred Securities as
provided in this Declaration or otherwise eliminated and until all Events of
Default with respect to the Preferred Securities have been so cured, waived or
otherwise eliminated, the Institutional Trustee will be deemed to be acting
solely on behalf of the Holders of the Preferred Securities and only the
Holders of the Preferred Securities will have the right to direct the
Institutional Trustee in accordance with the terms of this Declaration or the
Securities. If any Event of Default with respect to the Preferred Securities is
waived by the Holders of Preferred Securities as provided in this Declaration,
the Holders of Common Securities agree that such waiver shall also constitute
the waiver of such Event of Default with respect to the Common Securities for
all purposes under this Declaration without any further act, vote or consent of
the Holders of the Common Securities. Subject to the foregoing provisions of
this Section 2.6(b), upon such waiver, any such default shall cease to exist
and any Event of Default with respect to the Common Securities arising
therefrom shall be deemed to have been cured, for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.
(c) The right of any Holder of Securities to receive payment of
Distributions on the Securities in accordance with this Declaration and the
terms of the Securities set forth in Exhibits B and C on or after the
respective payment dates therefor, or to institute suit for the enforcement of
any such payment on or after such payment dates, shall not be impaired without
the consent of each such Holder.
(d) As provided in the terms of the Securities set forth in Exhibits B
and C hereto, a waiver of an Indenture Event of Default by the Institutional
Trustee at the written direction of the Holders of the Preferred Securities
constitutes a waiver of the corresponding Event of Default under this
Declaration in respect of the Securities.
SECTION 2.7 Disclosure of Information
The disclosure of information as to the names and addresses of the
Holders of the Securities in accordance with Sec. 312 of the Trust Indenture
Act, regardless of the source from which such information was derived, shall
not be deemed to be a violation of any existing law, or any law hereafter
enacted which does not specifically refer to Sec. 312 of the Trust Indenture
Act, nor shall the Institutional Trustee be held accountable by reason of
mailing any material pursuant to a request made under Sec. 312(b) of the Trust
Indenture Act.
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ARTICLE III
ORGANIZATION
SECTION 3.1 Name.
The Trust continued by this Declaration is named "Ford Motor Company
Capital Trust I" as such name may be modified from time to time by the Regular
Trustees following written notice to the Holders of Securities. The Trust's
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Regular Trustees.
SECTION 3.2 Office.
The address of the principal office of the Trust is c/o Ford Motor
Company, The American Road, Dearborn, Michigan 48121, telephone number (313)
322-3000. Upon ten days' written notice to the Holders, the Regular Trustees
may change the location of the Trust's principal office. The name of the
registered agent and office of the Trust in the State of Delaware is The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.
At any time, the Regular Trustees may designate another registered agent and/or
registered office.
SECTION 3.3 Purpose.
The exclusive purposes and functions of the Trust are: (a)(i) to issue
Preferred Securities in exchange for Depositary Shares pursuant to the Offer
and to deliver such Depositary Shares to Ford in consideration for the deposit
by Ford as trust assets of Debentures issued under the Indenture having an
aggregate principal amount equal to the aggregate liquidation amount of the
Depositary Shares so delivered; (ii) to enter into such agreements and
arrangements as may be necessary in connection with the Offer and to take all
action, and exercise such discretion, as may be necessary or desirable in
connection with the Offer and to file such registration statements or make such
other filings under the Securities Act, the Exchange Act or state securities or
"Blue Sky" laws as may be necessary or desirable in connection with the Offer
and the issuance of the Preferred Securities; and (iii) to issue and sell
Common Securities to Ford for cash and use the proceeds of such sale to
purchase as trust assets an equal aggregate principal amount of Debentures
issued under the Indenture; and (b) except as otherwise limited herein, to
engage in only those other activities necessary or incidental thereto. The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets or at any time while the Securities are
outstanding, otherwise undertake (or permit to be undertaken) any activity that
would result in or cause the Trust to be treated as anything other than a
grantor trust for United States federal income tax purposes.
SECTION 3.4 Authority.
Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee in accordance with its powers shall constitute the act of
and serve to bind the Trust. In dealing with the Trustees acting on behalf of
the Trust, no Person shall be required to inquire into the authority of the
Trustees to bind the Trust. Persons dealing with the Trust are
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entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.
SECTION 3.5 Title to Property of the Trust.
Unless otherwise provided in this Declaration, legal title to all
assets of the Trust shall be vested in the Trust. The Holders of Certificates
shall not have legal title to any part of the assets of the Trust, but shall
have an individual undivided beneficial interest in the assets of the Trust.
SECTION 3.6 Powers and Duties of the Regular Trustees.
The Regular Trustees shall have the exclusive power, authority and
duty to cause the Trust, and shall cause the Trust, to engage in the following
activities:
(a) to issue Preferred Securities and Common Securities, in each case
in accordance with this Declaration; provided, however, that the Trust may
issue no more than one series of Preferred Securities and no more than one
series of Common Securities, and, provided further, there shall be no interests
in the Trust other than the Securities and the issuance of Securities shall be
limited to a one-time, simultaneous issuance of both Preferred Securities and
Common Securities;
(b) in connection with the Offer and the issuance of the Preferred
Securities, at the direction of the Sponsor, to effect or cause to be effected
the filings, and to execute or cause to be executed, the documents, set forth
in Section 3.11;
(c) to acquire as trust assets Debentures upon consummation of the
Offer in connection with the exchange of Preferred Securities for Depositary
Shares pursuant to the Offer and to acquire as trust assets additional
Debentures with the proceeds of the sale of the Common Securities;
(d) to cause the Trust to enter into the Dealer Manager Agreement and
such other agreements and arrangements as may be necessary or desirable in
connection with the Offer and the consummation thereof, and to take all action,
and exercise all discretion, as may be necessary or desirable in connection
with the Offer or the consummation thereof;
(e) to give the Sponsor and the Institutional Trustee prompt written
notice of the occurrence of a Special Event, provided that the Regular Trustees
shall consult with the Sponsor and the Institutional Trustee before taking or
refraining to take any Ministerial Action in relation to a Special Event;
(f) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including for the
purposes of Section 316(c) of the Trust Indenture Act and with respect to
Distributions, voting rights, redemptions, and exchanges, and to issue relevant
notices to Holders of the Preferred Securities and Common Securities as to such
actions and applicable record dates;
(g) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(c), the Institutional Trustee
has the exclusive power to bring such Legal Action;
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(h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;
(i) to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;
(j) to give the certificate to the Institutional Trustee required by
Sec. 314(a)(4) of the Trust Indenture Act which certificate may be executed by
any Regular Trustee;
(k) to incur expenses which are necessary or incidental to carry out
any of the purposes of the Trust;
(l) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities, the Regular Trustees hereby initially
appointing Chemical Bank for such purposes;
(m) to take all actions and perform such duties as may be required of
the Regular Trustee pursuant to the terms of the Securities set forth in
Exhibits B and C hereto;
(n) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;
(o) to take all action which may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Securities or
to enable the Trust to effect the purposes for which the Trust has been
created;
(p) to take all action, not inconsistent with this Declaration or
with applicable law, which the Regular Trustees determine in their discretion
to be reasonable and necessary or desirable in carrying out the activities of
the Trust as set out in this Section 3.6, in order that:
(i) the Trust will not be deemed to be an Investment Company
required to be registered under the Investment Company Act;
(ii) the Trust will not be classified for United States
federal income tax purposes as an association taxable as a corporation
or a partnership and will be treated as a grantor trust for United
States federal income tax purposes; and
(iii) the Trust will comply with any requirements imposed by
any taxing authority on holders of instruments treated as indebtedness
for United States federal income tax purposes;
provided that such action does not adversely affect the interests of Holders;
(q) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust; and
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(r) subject to the requirements of Rule 3a-5 and Sec. 317(b) of the
Trust Indenture Act, to appoint one or more Paying Agents in addition to the
Institutional Trustee.
The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner which is consistent with the purposes and functions of
the Trust set out in Section 3.3 and the Regular Trustees shall not take any
action which is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.
Subject to this Section 3.6, the Regular Trustees shall have none of
the powers nor any of the authority of the Institutional Trustee set forth in
Section 3.8.
SECTION 3.7 Prohibition of Actions by Trust and Trustees.
The Trust shall not, and the Trustees (including the Institutional
Trustee) shall cause the Trust not to, engage in any activity other than as
required or authorized by this Declaration. In particular, the Trust shall not
and the Trustees (including the Institutional Trustee) shall not:
(a) invest any proceeds received by the Trust from holding the
Debentures but shall promptly distribute all such proceeds to Holders of
Securities pursuant to the terms of this Declaration and of the Securities;
(b) acquire any assets other than as expressly provided herein;
(c) possess Trust property for other than a Trust purpose;
(d) make any investments, other than investments represented by the
Debentures;
(e) possess any power or otherwise act in such a way as to vary the
Trust assets or the terms of the Securities in any way whatsoever;
(f) issue any securities or other evidences of beneficial ownership
of, or beneficial interests in, the Trust other than the Securities;
(g) incur any indebtedness for borrowed money; or
(h) (i) direct the time, method and place of exercising any trust or
power conferred upon the Debenture Trustee with respect to the Debentures, (ii)
waive any past default that is waivable under Section 5.13 of the Indenture,
(iii) exercise any right to rescind or annul any declaration that the principal
of all of the Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures, in
each case where such consent shall be required, unless in the case of this
clause (h) the Institutional Trustee shall have received an unqualified opinion
of nationally recognized independent tax counsel recognized as expert in such
matters to the effect that such action will not cause the Trust to be
classified for United States federal income tax purposes as an association
taxable as a corporation or partnership and that the Trust will continue to be
classified as a grantor trust for United States federal income tax purposes.
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SECTION 3.8 Powers and Duties of the Institutional Trustee.
(a) The Institutional Trustee shall:
(i) on the receipt of payments of funds made in respect of
the Debentures held by the Trust, without any further acts of the
Institutional Trustee or the Regular Trustees, promptly make payments
to the Holders of the Preferred Securities and Common Securities in
accordance with Section 6.1. Funds held in the Trust may be held
uninvested, and without liability for interest thereon, until
disbursed in accordance with this Declaration;
(ii) engage in such ministerial activities as shall be
necessary or appropriate to effect promptly the redemption of the
Preferred Securities and the Common Securities to the extent the
Debentures are redeemed or mature;
(iii) upon notice of distribution issued by the Regular
Trustees in accordance with the terms of the Preferred Securities and
the Common Securities, engage in such ministerial activities as shall
be necessary or appropriate to effect promptly the distribution
pursuant to terms of the Securities of Debentures to Holders of
Securities upon the occurrence of a Special Event; and
(iv) have the legal power to exercise all of the rights,
powers and privileges of a holder of the Debentures under the
Indenture and, if an Event of Default occurs and is continuing, the
Institutional Trustee, subject to Section 2.6(b), shall for the
benefit of the Holders of the Securities, enforce its rights as holder
of the Debentures under the Indenture, subject to the rights of the
Holders of the Preferred Securities pursuant to the terms of this
Declaration and the Trust Indenture Act.
(b) The Institutional Trustee shall take all actions and perform such
duties as may be specifically required of the Institutional Trustee pursuant to
the terms of the Securities set forth in Exhibits B and C hereto.
(c) The Institutional Trustee shall take any Legal Action which
arises out of or in connection with an Event of Default or the Institutional
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act.
(d) All moneys and all Debentures held by the Trust will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of, or for the benefit of the Institutional Trustee or its agents or
their creditors.
(e) The Institutional Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities, transmit by mail, first
class postage prepaid, to the holders of the Securities, as their names and
addresses appear upon the register, notice of all defaults with respect to the
Securities known to the Institutional Trustee, unless such defaults shall have
been cured before the giving of such notice (the term "defaults" for the
purposes of this Section 3.8(e) being hereby defined to be an Indenture Event
of Default, not including any periods of grace provided for in the Indenture
and irrespective of the giving of any notice provided therein); provided, that,
except in the case of default in the payment of the principal of (or premium,
if any) or interest on any of the Debentures, the Institutional Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a
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trust committee of directors and/or Responsible Officers, of the Institutional
Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of the Securities. The Institutional Trustee shall not
be deemed to have knowledge of any default, except (i) a default in the payment
of principal, premium or interest on the Debentures or (ii) any default as to
which the Institutional Trustee shall have received written notice or a
Responsible Officer charged with the administration of this Declaration shall
have obtained written notice.
(f) The Institutional Trustee shall not resign as a Trustee unless
either:
(i) the Trust has been completely liquidated and the proceeds
thereof distributed to the Holders of Securities pursuant to the terms
of the Securities; or
(ii) a Successor Institutional Trustee has been appointed and
accepted that appointment in accordance with Article V.
(g) The Institutional Trustee shall act or appoint another Person to
act as paying agent in respect of the Securities and, subject to Section
3.6(r), may authorize one or more Persons (each, a "Paying Agent") to pay
Distributions, redemption payments or liquidation payments on behalf of the
Trust with respect to the Preferred Securities. Any such Paying Agent shall
comply with Sec. 317(b) of the Trust Indenture Act. Any Paying Agent may be
removed by the Institutional Trustee, after consultation with the Regular
Trustees, at any time and a successor Paying Agent or additional Paying Agents
may be appointed at any time by the Institutional Trustee, subject to Section
3.6(r). The Institutional Trustee hereby initially appoints Chemical Bank as
the Paying Agent.
(h) The Institutional Trustee shall give prompt written notice to the
Holders of the Securities of any notice received by it from Ford of its
election to defer payments of interest on the Debentures by extending the
interest payment period with respect thereto.
(i) Subject to this Section 3.8, the Institutional Trustee shall have
none of the powers or the authority of the Regular Trustees set forth in
Section 3.6.
(j) The Institutional Trustee shall exercise the powers, duties and
rights set forth in this Section 3.8 and Section 3.10 in a manner which is
consistent with the purposes and functions of the Trust set out in Section 3.3
and the Institutional Trustee shall not take any action which is inconsistent
with the purposes and functions of the Trust set forth in Section 3.3.
SECTION 3.9 Delaware Trustee.
Notwithstanding any other provision of this Declaration other than
Section 5.1(a)(3), the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Regular Trustees and the Institutional Trustee
described in this Declaration. Except as set forth in Section 5.1(a)(3), the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Sec. 3807 of the Business Trust Act. No implied
covenants or obligations shall be read into this Declaration against the
Delaware Trustee.
SECTION 3.10 Certain Rights and Duties of the Institutional Trustee.
(a) The Institutional Trustee, before the occurrence of an Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration, and no implied covenants shall be read into
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this Declaration against the Institutional Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.
(b) No provision of this Declaration shall be construed to relieve
the Institutional Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:
(i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have
occurred:
(A) the duties and obligations of the Institutional
Trustee shall be determined solely by the express
provisions of this Declaration, and the Institutional
Trustee shall not be liable except for the
performance of such duties and obligations as are
specifically set forth in this Declaration, and no
implied covenants or obligations shall be read into
this Declaration against the Institutional Trustee;
and
(B) in the absence of bad faith on the part of the
Institutional Trustee, the Institutional Trustee may
conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished
to the Institutional Trustee and conforming to the
requirements of this Declaration; but in the case of
any such certificates or opinions that by any
provision hereof are specifically required to be
furnished to the Institutional Trustee, the
Institutional Trustee shall be under a duty to
examine the same to determine whether or not they
conform to the requirements of this Declaration;
(ii) the Institutional Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the
Institutional Trustee, unless it shall be proved that the
Institutional Trustee was negligent in ascertaining the pertinent
facts;
(iii) the Institutional Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders as provided herein
relating to the time, method and place of conducting any proceeding
for any remedy available to the Institutional Trustee hereunder or
under the Indenture, or exercising any trust or power conferred upon
the Institutional Trustee under this Declaration; and
(iv) no provision of this Declaration shall require the
Institutional Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if it shall
have reasonable ground for believing that the repayment of such funds
or liability is not reasonably assured to it under the terms of this
Declaration or adequate indemnity against such risk or liability is
not reasonably assured to it.
(c) Subject to the provisions of Section 3.10(a) and (b):
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(i) whenever in the administration of this Declaration, the
Institutional Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action
hereunder, the Institutional Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part
and, if the Trust is excluded from the definition of Investment
Company solely by means of Rule 3a-5, subject to the requirements of
Rule 3a-5, request and rely upon a certificate, which shall comply
with the provisions of Sec. 314(e) of the Trust Indenture Act, signed
by any two of the Regular Trustees or by an authorized officer of the
Sponsor, as the case may be;
(ii) The Institutional Trustee (A) may consult with counsel of
its choice (which may be counsel to the Sponsor or any of its
Affiliates and may include any of its employees) selected by it in
good faith and with due care and the written advice or opinion of such
counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and
in accordance with such advice and opinion and (B) shall have the
right at any time to seek instructions concerning the administration
of this Declaration from any court of competent jurisdiction;
(iii) The Institutional Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys and the Institutional Trustee shall
not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed by it in good faith and with due care;
(iv) The Institutional Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this
Declaration at the request or direction of any Holders, unless such
Holders shall have offered to the Institutional Trustee reasonable
security and indemnity against the costs, expenses (including
attorneys' fees and expenses) and liabilities that might be incurred
by it in complying with such request or direction; provided that
nothing contained in this clause (iv) shall relieve the Institutional
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured or waived) to exercise such of the rights
and powers vested in it by this Declaration, and to use the same
degree of care and skill in this exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her
own affairs; and
(v) Any action taken by the Institutional Trustee or its
agents hereunder shall bind the Holders of the Securities and the
signature of the Institutional Trustee or its agents alone shall be
sufficient and effective to perform any such action; and no third
party shall be required to inquire as to the authority of the
Institutional Trustee to so act, or as to its compliance with any of
the terms and provisions of this Declaration, both of which shall be
conclusively evidenced by the Institutional Trustee's or its agent's
taking such action.
SECTION 3.11 Registration Statement and Related Matters.
In accordance with the Original Declaration, Ford and the Trustees
have authorized and directed, and hereby confirm the authorization of, Ford, as
the sponsor of the Trust, (i) to file with the Commission and execute, in each
case on behalf of the Trust, (a) the Registration Statement on Form S-4 (File
No. 33-62761) (the "1933 Act Registration Statement") and any
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pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of the
Preferred Securities of the Trust, (b) a Registration Statement on Form 8-A or
other appropriate form (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of
the Exchange Act and (c) an Issuer Tender Offer Statement on Schedule 13E-4 and
any other tender offer statement required to be filed by the Trust with the
Commission (including, if necessary, Schedule 14D-1) relating to the Offer
(collectively, the "Tender Offer Schedules") and any amendment or supplement
thereto; (ii) to file with the New York Stock Exchange ("NYSE") and execute on
behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be listed on the
NYSE; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or "Blue
Sky" laws of such jurisdictions as Ford on behalf of the Trust, may deem
necessary or desirable and (iv) to execute on behalf of the Trust the Dealer
Manager Agreement, relating to the Offer, substantially in the form included as
Exhibit 1 to the 1933 Act Registration Statement. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, the NYSE or state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, the Regular Trustees, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that the Institutional Trustee and the Delaware
Trustee, in their capacities as Trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the NYSE or
state securities or blue sky laws. In connection with all of the foregoing,
Ford and each Trustee, solely in its capacity as Trustee of the Trust, have
constituted and appointed, and hereby confirm the appointment of John M.
Rintamaki, Thomas J. DeZure, Louis J. Ghilardi, Peter J. Sherry, Jr. and Nadia
A. Patino, and each of them, as his, her or its, as the case may be, true and
lawful attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for Ford or such Trustee or in Ford's or such Trustee's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement,
the 1934 Act Registration Statement and the Tender Offer Schedules and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as Ford or such Trustee might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, shall do or
cause to be done by virtue hereof.
SECTION 3.12 Filing of Amendments to Certificate of Trust.
The Certificate of Trust as filed with the Secretary of State of the
State of Delaware on September 19, 1995 is attached hereto as Exhibit A. On or
after the date of execution of this Declaration, the Trustees shall cause the
filing with the Secretary of State of the State of Delaware of such amendments
to the Certificate of Trust as the Trustees shall deem necessary or desirable.
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SECTION 3.13 Execution of Documents by Regular Trustees.
Unless otherwise determined by the Regular Trustees and except as
otherwise required by the Business Trust Act with respect to the Certificate of
Trust or otherwise, a majority of, or if there are only two, both of, the
Regular Trustees are authorized to execute and deliver on behalf of the Trust
any documents which the Regular Trustees have the power and authority to
execute or deliver pursuant to this Declaration.
SECTION 3.14 Trustees Not Responsible for Recitals or Issuance of Securities.
The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as
to the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.
SECTION 3.15 Duration of Trust.
The Trust, absent termination pursuant to the provisions of Article
VIII hereof, shall have existence until December 31, 2026.
ARTICLE IV
SPONSOR
SECTION 4.1 Purchase of Common Securities by Sponsor.
The Sponsor will purchase Common Securities issued by the Trust at the
same time as the Preferred Securities are issued in exchange for Depositary
Shares pursuant to the Offer, such purchase to be in an amount equal to 3% of
the sum of (i) the aggregate stated liquidation amount of the Preferred
Securities issued in exchange for Depositary Shares pursuant to the Offer and
(ii) the proceeds derived from the sale of the Common Securities.
SECTION 4.2 Expenses.
(a) The Sponsor shall be responsible for and shall pay for all debts
and obligations (other than with respect to the Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance of the Preferred
Securities pursuant to the Offer, the fees and expenses (including reasonable
counsel fees and expenses) of the Trustees (including any amounts payable under
Article X), the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the disposition of
Trust assets).
(b) The Sponsor will pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.
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(c) The Sponsor's obligations under this Section 4.2 shall be for the
benefit of, and shall be enforceable by, any Person to whom any such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Sponsor's obligations under this Section 4.2 directly against the Sponsor and
the Sponsor irrevocably waives any right or remedy to require that any such
Creditor take any action against the Trust or any other Person before
proceeding against the Sponsor. The Sponsor agrees to execute such additional
agreements as may be necessary or desirable in order to give full effect to the
provisions of this Section 4.2.
ARTICLE V
TRUSTEES
SECTION 5.1 Number of Trustees; Qualifications.
(a) The number of Trustees initially shall be five (5). At any time
(i) before the issuance of the Securities, the Sponsor may, by written
instrument, increase or decrease the number of, and appoint, remove and replace
the, Trustees, and (ii) after the issuance of the Securities, the number of
Trustees may be increased or decreased solely by, and Trustees may be
appointed, removed or replaced solely by, vote of Holders of Common Securities
representing a Majority in liquidation amount of the Common Securities voting
as a class; provided that in any case:
(1) the number of Trustees shall be at least five (5) unless
the Trustee that acts as the Institutional Trustee also acts as the
Delaware Trustee, in which case the number of Trustees shall be at
least three (3);
(2) at least a majority of the Trustees shall at all times be
officers, directors or employees of Ford;
(3) if required by the Business Trust Act, one Trustee (the
"Delaware Trustee") shall be either a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and
otherwise is permitted to act as a Trustee hereunder under the laws of
the State of Delaware, except that if the Institutional Trustee has
its principal place of business in the State of Delaware and otherwise
is permitted to act as a Trustee hereunder under the laws of the State
of Delaware, then the Institutional Trustee shall also be the Delaware
Trustee and Section 3.9 shall have no application; and
(4) there shall at all times be an Institutional Trustee
hereunder which shall satisfy the requirements of Section 5.1(c).
Each Trustee shall be either a natural person at least 21 years of age or a
legal entity which shall act through one or more duly appointed
representatives.
(b) The initial Regular Trustees shall be:
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Malcolm S. Macdonald
Elizabeth S. Acton
John M. Rintamaki
c/o Ford Motor Company
The American Road
Dearborn, Michigan 48121
(c) There shall at all times be one Trustee which shall act as
Institutional Trustee. In order to act as Institutional Trustee hereunder, such
Trustee shall:
(i) not be an Affiliate of the Sponsor; and
(ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or Person permitted
by the Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000,
and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or
to the requirements of the supervising or examining authority referred
to above, then for the purposes of this Section 5.1(c)(ii), the
combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent
report of condition so published.
If at any time the Institutional Trustee shall cease to satisfy the
requirements of clauses (i)-(ii) above, the Institutional Trustee shall
immediately resign in the manner and with the effect set out in Section 5.2(d).
If the Institutional Trustee has or shall acquire any "conflicting interest"
within the meaning of Sec. 310(b) of the Trust Indenture Act, the Institutional
Trustee and the Holders of the Common Securities (as if such Holders were the
obligor referred to in Sec. 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Sec. 310(b) of the Trust Indenture Act.
The Preferred Guarantee shall be deemed to be specifically described in this
Declaration for the purposes of clause (i) of the first proviso contained in
Sec. 310(b) of the Trust Indenture Act.
The initial Trustee which shall serve as the Institutional Trustee is
The Bank of New York, whose address is as set forth in Section 14.1(b).
(d) The initial Trustee which shall serve as the Delaware Trustee is
The Bank of New York (Delaware), whose address is as set forth in Section
14.1(c).
(e) Any action taken by Holders of Common Securities pursuant to this
Article V shall be taken at a meeting of Holders of Common Securities convened
for such purpose or by written consent as provided in Section 12.2.
(f) No amendment may be made to this Section 5.1 which would change
any rights with respect to the number, existence or appointment and removal of
Trustees, except with the consent of each Holder of Common Securities.
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SECTION 5.2 Appointment, Removal and Resignation of Trustees.
(a) Subject to Section 5.2(b), Trustees may be appointed or
removed without cause at any time:
(i) until the issuance of the Securities, by written
instrument executed by the Sponsor; and
(ii) after the issuance of the Securities, by vote of the
Holders of a Majority in liquidation amount of the Common Securities
voting as a class.
(b) (i) The Trustee that acts as Institutional Trustee shall
not be removed in accordance with Section 5.2(a) until a Successor
Institutional Trustee possessing the qualifications to act as
Institutional Trustee under Section 5.1(c) has been appointed and has
accepted such appointment by written instrument executed by such
Successor Institutional Trustee and delivered to the Regular Trustees,
the Sponsor and the Institutional Trustee being removed; and
(ii) the Trustee that acts as Delaware Trustee shall not
be removed in accordance with Section 5.2(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Section
5.1(a)(3) (a "Successor Delaware Trustee") has been appointed and has
accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Regular Trustees, the
Sponsor and the Delaware Trustee being removed.
(c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
(d) Any Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument (a "Resignation Request") in writing
signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided however, that:
(i) no such resignation of the Trustee that acts as the
Institutional Trustee shall be effective until a Successor
Institutional Trustee possessing the qualifications to act as
Institutional Trustee under Section 5.1(c) has been appointed and has
accepted such appointment by instrument executed by such Successor
Institutional Trustee and delivered to the Trust, the Sponsor and the
resigning Institutional Trustee; and
(ii) no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware Trustee
has been appointed and has accepted such appointment by instrument
executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.
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(e) If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.2 within 60 days after delivery to the Sponsor and the Trust of a
Resignation Request, the resigning Institutional Trustee or Delaware Trustee
may petition any court of competent jurisdiction for appointment of a Successor
Institutional Trustee or Successor Delaware Trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, appoint a
Successor Institutional Trustee or Successor Delaware Trustee, as the case may
be.
SECTION 5.3 Vacancies Among Trustees.
If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1 or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by a majority of the Regular Trustees
shall be conclusive evidence of the existence of such vacancy. The vacancy
shall be filled with a Trustee appointed in accordance with the requirements of
this Article V.
SECTION 5.4 Effect of Vacancies.
The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee, or
any one of them, shall not operate to annul the Trust. Whenever a vacancy in
the number of Regular Trustees shall occur until such vacancy is filled as
provided in this Article V, the Regular Trustees in office, regardless of their
number, shall have all the powers granted to the Regular Trustees and shall
discharge all the duties imposed upon the Regular Trustees by this Declaration.
SECTION 5.5 Meetings.
Meetings of the Regular Trustees shall be held from time to time upon
the call of any Trustee. Regular meetings of the Regular Trustees may be held
at a time and place fixed by resolution of the Regular Trustees. Notice of any
in-person meetings of the Regular Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 48 hours before such meeting. Notice of any telephonic
meetings of the Regular Trustees or any committee thereof shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting.
Notices shall contain a brief statement of the time, place and anticipated
purposes of the meeting. The presence (whether in person or by telephone) of a
Regular Trustee at a meeting shall constitute a waiver of notice of such
meeting except where a Regular Trustee attends a meeting for the express
purpose of objecting to the transaction of any activity on the ground that the
meeting has not been lawfully called or convened. Unless provided otherwise in
this Declaration, any action of the Regular Trustees may be taken at a meeting
by vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Regular Trustees.
SECTION 5.6 Delegation of Power.
(a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any registration statement or amendment
thereto or other document or schedule filed
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with the Commission or making any other governmental filing (including, without
limitation filings referred to in Section 3.11).
(b) The Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.
ARTICLE VI
DISTRIBUTIONS
SECTION 6.1 Distributions.
Holders shall receive periodic distributions, redemption payments and
liquidation distributions in accordance with the applicable terms of the
relevant Holder's Securities ("Distributions"). Distributions shall be made to
the Holders of Preferred Securities and Common Securities in accordance with
the terms of the Securities as set forth in Exhibits B and C hereto. If and to
the extent that Ford makes a payment of interest (including Compounded Interest
(as defined in the Indenture)), premium and principal on the Debentures held by
the Institutional Trustee (the amount of any such payment being a "Payment
Amount"), the Institutional Trustee shall and is directed to promptly make a
Distribution of the Payment Amount to Holders in accordance with the terms of
the Securities as set forth in Exhibits B and C hereto.
ARTICLE VII
ISSUANCE OF SECURITIES
SECTION 7.1 General Provisions Regarding Securities.
(a) The Regular Trustees shall issue on behalf of the Trust
securities in fully registered form representing undivided beneficial interests
in the assets of the Trust in accordance with Section 7.1(b) and for the
consideration specified in Section 3.3.
(b) The Regular Trustees shall issue on behalf of the Trust one class
of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Exhibit B (the
"Preferred Securities") which terms are incorporated by reference in, and made
a part of, this Declaration as if specifically set forth herein, and one class
of common securities representing undivided beneficial interests in the assets
of the Trust having such terms as are set forth in Exhibit C (the "Common
Securities") which terms are incorporated by reference in, and made a part of,
this Declaration as if specifically set forth herein. The Trust shall have no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.
(c) The Certificates shall be signed on behalf of the Trust by the
Regular Trustees (or if there are more than two Regular Trustees by any two of
the Regular Trustees). Such signatures may be the manual or facsimile
signatures of the present or any future Regular Trustee. Typographical and
other minor errors or defects in any such reproduction of any such signature
shall not affect the validity of any Security. In case any Regular Trustee of
the Trust who shall
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have signed any of the Certificates shall cease to be such Regular Trustee
before the Certificate so signed shall be delivered by the Trust, such
Certificate nevertheless may be delivered as though the person who signed such
Certificate had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons as, at the actual date of the
execution of such Security, shall be the Regular Trustees of the Trust,
although at the date of the execution and delivery of the Declaration any such
person was not such a Regular Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Regular Trustees, as evidenced by their execution
thereof, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular Trustees may deem
appropriate, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage. Pending the
preparation of definitive Certificates, the Regular Trustees on behalf of the
Trust may execute temporary Certificates (printed, lithographed or
typewritten), substantially in the form of the definitive Certificates in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Certificates all as may be
determined by the Regular Trustees. Each temporary Certificate shall be
executed by the Regular Trustees on behalf of the Trust upon the same
conditions and in substantially the same manner, and with like effect, as
definitive Certificates. Without unnecessary delay, the Regular Trustees on
behalf of the Trust will execute and furnish definitive Certificates and
thereupon any or all temporary Certificates may be surrendered to the transfer
agent and registrar in exchange therefor (without charge to the Holders). Each
Certificate whether in temporary or definitive form shall be countersigned by
the manual or facsimile signature of an authorized signatory of the Person
acting as registrar and transfer agent for the Securities, which shall
initially be Chemical Bank.
(d) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.
(e) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable.
(f) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and
shall be bound by this Declaration.
(g) Upon issuance of the Securities as provided in this Declaration,
the Regular Trustees on behalf of the Trust shall return to Ford the $10
constituting initial trust assets as set forth in the Original Declaration.
ARTICLE VIII
TERMINATION OF TRUST
SECTION 8.1 Termination of Trust.
This Declaration and the Trust shall terminate and be of no further
force or effect when:
(i) all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have
been paid to the Holders of Securities in accordance with the terms of
the Securities; or
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(ii) all of the Debentures shall have been distributed to the
Holders of Securities in exchange for all of the Securities in
accordance with the terms of the Securities; or
(iii) upon the expiration of the term of the Trust as set
forth in Section 3.15,
and a certificate of cancellation is filed by the Trustees with the Secretary
of State of the State of Delaware. The Trustees shall so file such a
certificate as soon as practicable after the occurrence of an event referred to
in this Section 8.1.
The provisions of Sections 3.10 and 4.2 and Article X shall survive the
termination of the Trust.
ARTICLE IX
TRANSFER OF INTERESTS
SECTION 9.1 Transfer of Securities.
(a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration. Any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.
(b) Subject to this Article IX, Preferred Securities shall be freely
transferable.
(c) Subject to this Article IX, Ford and any Related Party may only
transfer Common Securities to Ford or a Related Party, provided that any such
transfer shall be subject to the condition that the transferor shall have
obtained (1) either a ruling from the Internal Revenue Service or an
unqualified written opinion addressed to the Trust and delivered to the
Trustees of nationally recognized independent tax counsel experienced in such
matters to the effect that such transfer will not (i) cause the Trust to be
treated as issuing a class of interests in the Trust differing from the class
of interests represented by the Common Securities originally issued to Ford,
(ii) result in the Trust acquiring or disposing of, or being deemed to have
acquired or disposed of, an asset, or (iii) result in or cause the Trust to be
treated as anything other than a grantor trust for United States federal income
tax purposes and (2) an unqualified written opinion addressed to the Trust and
delivered to the Trustees of a nationally recognized independent counsel
experienced in such matters that such transfer will not cause the Trust to be
an Investment Company or controlled by an Investment Company.
SECTION 9.2 Transfer of Certificates.
The Regular Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Regular Trustees may
require) in respect of any tax or other government charges which may be imposed
in relation to it. Upon surrender for registration of transfer of any
Certificate, the Regular Trustees shall cause one or more new Certificates to
be issued in the name of the designated transferee or transferees. Every
Certificate surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Regular Trustees
duly executed by the Holder or such Holder's attorney duly authorized in
writing. Each Certificate surrendered for registration of transfer shall be
canceled by the Regular Trustees. A
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transferee of a Certificate shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Certificate. By acceptance of a Certificate, each transferee shall be deemed to
have agreed to be bound by this Declaration. The Trust shall not be required
(i) to issue, register the transfer of or exchange of any Securities during the
period beginning at the opening of business 15 days before the mailing of a
notice of redemption of Securities according to the terms of the Securities and
ending at the close of business on the day of the mailing of the relevant
notice of redemption or (ii) to register the transfer of or exchange of any
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part.
SECTION 9.3 Deemed Security Holders.
The Trustees may treat the Person in whose name any Certificate shall
be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trustees shall have
actual or other notice thereof.
SECTION 9.4 Book Entry Interests.
The Preferred Securities Certificates, on original issuance, will be
issued in fully registered form. With respect to any Certificates registered on
the books and records of the Trust in the name of a Clearing Agency or the
nominee of a Clearing Agency:
(i) the Trust and the Trustees shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including
the payment of Distributions on such Certificates and receiving
approvals, votes or consents hereunder) as the Preferred Security
Holder and the sole holder of such Certificates and, except as set
forth herein, shall have no obligation to the Preferred Security
Beneficial Owners;
(ii) to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions
of this Section 9.4 shall control; and
(iii) the rights of the Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such
Preferred Security Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants. The Clearing Agency will make book
entry transfers among Clearing Agency Participants and receive and
transmit payments of Distributions on such Certificates to such
Clearing Agency Participants.
SECTION 9.5 Notices to Holders of Certificates.
Whenever a notice or other communication to the Holders is required to
be given under this Declaration, the relevant Trustees shall give such notices
and communications to the Holders and, with respect to any Preferred Security
Certificate registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Trustees shall, except as set forth herein, have no
obligations to the Preferred Security Beneficial Owners.
SECTION 9.6 Appointment of Successor Clearing Agency.
If any Clearing Agency elects to discontinue its services as
securities depository with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Clearing Agency
with respect to the Preferred Securities.
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SECTION 9.7 Definitive Preferred Securities Certificates.
If (i) a Clearing Agency elects to discontinue its services as
securities depository with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6 or (ii) the Regular Trustees elect after consultation
with the Sponsor to terminate the book entry system through the Clearing Agency
with respect to the Preferred Securities, then upon surrender of the
Certificates representing the Book Entry Interests with respect to the
Preferred Securities by the Clearing Agency, accompanied by registration
instructions, the Regular Trustees shall cause definitive Preferred Security
Certificates to be delivered to Preferred Security Beneficial Owners in
accordance with the instructions of the Clearing Agency. Neither the Trustees
nor the Trust shall be liable for any delay in delivery of such instructions
and each of them may conclusively rely on and shall be protected in relying on,
such instructions.
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and (b)
there shall be delivered to the Regular Trustees such security or indemnity as
may be required by them to keep each of them harmless, then in the absence of
notice that such Certificate shall have been acquired by a bona fide purchaser,
any two Regular Trustees on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination. In connection with the
issuance of any new Certificate under this Section 9.8, the Regular Trustees
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive
evidence of an ownership interest in the relevant Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
ARTICLE X
LIMITATION OF LIABILITY; INDEMNIFICATION
SECTION 10.1 Exculpation.
(a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or, in the
case of the Institutional Trustee, negligence) or willful misconduct with
respect to such acts or omissions.
(b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value
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and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.
(c) Pursuant to Sec. 3803 (a) of the Business Trust Act, the Holders
of Securities, in their capacities as Holders, shall be entitled to the same
limitation of liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.
SECTION 10.2 Indemnification.
(a) To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by
this Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of gross negligence (or, in the case of the
Institutional Trustee, negligence) or willful misconduct with respect to such
acts or omissions.
(b) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Sponsor prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Sponsor of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified as authorized in
Section 10.2(a).
ARTICLE XI
ACCOUNTING
SECTION 11.1 Fiscal Year.
The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.
SECTION 11.2 Certain Accounting Matters.
(a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes. The books and records
of the Trust, together with a copy of this Declaration and a certified copy of
the Certificate of Trust, and any amendment thereto, shall at all times be
maintained at the principal office of the Trust and shall be open for
inspection for any examination by any Holder or its duly authorized
representative for any purpose reasonably related to its interest in the Trust
during normal business hours.
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(b) If required by applicable law, the Regular Trustees shall, as soon
as available after the end of each Fiscal Year of the Trust, cause to be
prepared and mailed to each Holder of Securities unaudited financial statements
of the Trust for such Fiscal Year, prepared in accordance with generally
accepted accounting principles, provided that if the Trust is required to
comply with the periodic reporting requirements of Sections 13(a) or 15(d) of
the Exchange Act, such financial statements for such Fiscal Year shall be
examined and reported on by a firm of independent certified public accountants
selected by the Regular Trustees (which firm may be the firm used by the
Sponsor).
(c) The Regular Trustees shall cause to be prepared and mailed to
each Holder of Securities, an annual United States federal income tax
information statement, on such form as is required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.
(d) The Regular Trustees shall cause to be prepared and filed with
the appropriate taxing authority, an annual United States federal income tax
return, on such form as is required by the Code, and any other annual income
tax returns required to be filed by the Regular Trustees on behalf of the Trust
with any state or local taxing authority, such returns to be filed as soon as
practicable after the end of each Fiscal Year of the Trust.
SECTION 11.3 Banking.
The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust. The sole signatories for such accounts shall be
designated by the Regular Trustees.
SECTION 11.4 Withholding.
The Trust and the Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to
each Holder, and any representations and forms as shall reasonably be requested
by the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Trust shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly established
by a Holder, shall remit amounts withheld with respect to the Holder to
applicable jurisdictions. To the extent that the Trust is required to withhold
and pay over any amounts to any authority with respect to distributions or
allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of
any claimed overwithholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount to be withheld was not withheld from a
Distribution, the Trust may reduce subsequent Distributions by the amount of
such withholding.
ARTICLE XII
AMENDMENTS AND MEETINGS
SECTION 12.1 Amendments.
(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may be amended by, and
only by, a written instrument executed by a
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majority of the Regular Trustees; provided, however, that (i) no amendment to
this Declaration shall be made unless the Regular Trustees shall have obtained
(A) either a ruling from the Internal Revenue Service or a written unqualified
opinion of nationally recognized independent tax counsel experienced in such
matters to the effect that such amendment will not cause the Trust to be
classified for United States federal income tax purposes as an association
taxable as a corporation or a partnership and to the effect that the Trust will
continue to be treated as a grantor trust for purposes of United States federal
income taxation and (B) a written unqualified opinion of nationally recognized
independent counsel experienced in such matters to the effect that such
amendment will not cause the Trust to be an Investment Company which is
required to be registered under the Investment Company Act, (ii) at such time
after the Trust has issued any Securities which remain outstanding, any
amendment which would adversely affect the rights, privileges or preferences of
any Holder of Securities may be effected only with such additional requirements
as may be set forth in the terms of such Securities, (iii) Section 4.2, Section
9.1(c) and this Section 12.1 shall not be amended without the consent of all of
the Holders of the Securities, (iv) no amendment which adversely affects the
rights, powers and privileges of the Institutional Trustee shall be made
without the consent of the Institutional Trustee, (v) Article IV shall not be
amended without the consent of the Sponsor and (vi) the rights of Holders of
Common Securities under Article V to increase or decrease the number of, and to
appoint, replace or remove Trustees shall not be amended without the consent of
each Holder of Common Securities.
(b) Notwithstanding Section 12.1(a)(ii), this Declaration may be
amended without the consent of the Holders of the Securities to (i) cure any
ambiguity, (ii) correct or supplement any provision in this Declaration that
may be defective or inconsistent with any other provision of this Declaration,
(iii) add to the covenants, restrictions or obligations of the Sponsor, (iv)
preserve the status of the Trust as a grantor trust for federal income tax
purposes, and (v) conform to any changes in Rule 3a-5 or any change in
interpretation or application of Rule 3a-5 by the Commission, which amendment
does not adversely affect the rights, preferences or privileges of the Holders.
SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent.
(a) Meetings of the Holders of Preferred Securities and/or Common
Securities may be called at any time by the Regular Trustees (or as provided in
the terms of the Securities) to consider and act on any matter on which Holders
of such class of Securities are entitled to act under the terms of this
Declaration, the terms of the Securities or the rules of any stock exchange on
which the Preferred Securities are listed or admitted for trading. The Regular
Trustees shall call a meeting of Holders of Preferred Securities or Common
Securities, if directed to do so by Holders of at least 10% in liquidation
amount of such class of Securities. Such direction shall be given by delivering
to the Regular Trustees one or more calls in a writing stating that the signing
Holders of Securities wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called. Any Holders of
Securities calling a meeting shall specify in writing the Certificates held by
the Holders of Securities exercising the right to call a meeting and only those
specified Certificates shall be counted for purposes of determining whether the
required percentage set forth in the second sentence of this paragraph has been
met.
(b) Except to the extent otherwise provided in the terms of the
Securities, the following provision shall apply to meetings of Holders of
Securities:
(i) Notice of any such meeting shall be given by mail to all
the Holders of Securities having a right to vote thereat not less than
7 days nor more than 60 days prior
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to the date of such meeting. Whenever a vote, consent or approval of
the Holders of Securities is permitted or required under this
Declaration or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading, such vote, consent or
approval may be given at a meeting of the Holders of Securities. Any
action that may be taken at a meeting of the Holders of Securities may
be taken without a meeting if a consent in writing setting forth the
action so taken is signed by Holders of Securities owning not less
than the minimum aggregate liquidation amount of Securities that would
be necessary to authorize or take such action at a meeting at which
all Holders of Securities having a right to vote thereon were present
and voting. Prompt notice of the taking of action without a meeting
shall be given to the Holders of Securities entitled to vote who have
not consented in writing. The Regular Trustees may specify that any
written ballot submitted to the Holders of Securities for the purpose
of taking any action without a meeting shall be returned to the Trust
within the time specified by the Regular Trustees.
(ii) Each Holder of a Security may authorize any Person to
act for it by proxy on all matters in which a Holder of a Security is
entitled to participate, including waiving notice of any meeting, or
voting or participating at a meeting. No proxy shall be valid after
the expiration of 11 months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure
of the Holder of the Security executing it. Except as otherwise
provided herein or in the terms of the Securities, all matters
relating to the giving, voting or validity of proxies shall be
governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if
the Trust were a Delaware corporation and the Holders of the
Securities were stockholders of a Delaware corporation.
(iii) Each meeting of the Holders of the Securities shall be
conducted by the Regular Trustees or by such other Person that the
Regular Trustees may designate.
(iv) Unless otherwise provided in the Business Trust Act,
this Declaration or the rules of any stock exchange on which the
Preferred Securities are then listed or admitted for trading, the
Regular Trustees, in their sole discretion, shall establish all other
provisions relating to meetings of Holders of Securities, including
notice of the time, place or purpose of any meeting at which any
matter is to be voted on by any Holders of Securities, waiver of any
such notice, action by consent without a meeting, the establishment of
a record date, quorum requirements, voting in person or by proxy or
any other matter with respect to the exercise of any such right to
vote.
ARTICLE XIII
REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
SECTION 13.1 Representations and Warranties of Institutional Trustee.
(a) The Trustee which acts as initial Institutional Trustee
represents and warrants to the Trust and to the Sponsor at the date of this
Declaration, and each Successor Institutional Trustee represents and warrants
to the Trust and the Sponsor at the time of the Successor Institutional
Trustee's acceptance of its appointment as Institutional Trustee that:
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(i) The Institutional Trustee is a banking corporation with
trust powers, duly organized, validly existing and in good standing
under the laws of the State of its incorporation, with trust power and
authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration.
(ii) The execution, delivery and performance by the
Institutional Trustee of this Declaration has been duly authorized by
all necessary corporate action on the part of the Institutional
Trustee. The Declaration has been duly executed and delivered by the
Institutional Trustee, and constitutes a legal, valid and binding
obligation of the Institutional Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity
or at law).
(iii) The execution, delivery and performance of this
Declaration by the Institutional Trustee does not conflict with or
constitute a breach of the Charter or By-laws of the Institutional
Trustee.
(iv) No consent, approval or authorization of, or
registration with or notice to, any banking authority which supervises
or regulates the Institutional Trustee is required for the execution,
delivery or performance by the Institutional Trustee, of this
Declaration.
(v) The Institutional Trustee satisfies the qualifications
set forth in Section 5.1(c).
(b) The Trustee which acts as initial Delaware Trustee represents and
warrants to the Trust and the Sponsor at the date of this Declaration, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment
as Delaware Trustee, that it satisfies the qualifications set forth in Section
5.1(a)(3).
ARTICLE XIV
MISCELLANEOUS
SECTION 14.1 Notices.
All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, as follows:
(a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Regular
Trustees on behalf of the Trust may give notice of to the Holders of the
Securities):
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Ford Motor Company Capital Trust I
c/o Ford Motor Company
The American Road
Dearborn, Michigan 48121
Attention: Trustees
Facsimile No: (313) 248-8049
(b) if given to the Institutional Trustee, at the mailing address of
the Institutional Trustee set forth below (or such other address as the
Institutional Trustee may give notice of to the Holders of the Securities):
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust
Facsimile No: (212) 571-3050
(c) if given to the Delaware Trustee, at the mailing address of the
Delaware Trustee set forth below (or such other address as the Delaware Trustee
may give notice of to the Holders of the Securities):
The Bank of New York (Delaware)
White Clay Center, Route 273
Newark, Delaware 19711
Attention: [ ]
Facsimile No: [ ]
(d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Attention: Treasurer
Facsimile No: (313) 248-8049
(e) if given to any other Holder, at the address set forth on the
books and records of the Trust.
A copy of any notice to the Institutional Trustee or the Delaware
Trustee shall also be sent to the Trust. All notices shall be deemed to have
been given, when received in person, telecopied with receipt confirmed, or
mailed by first class mail, postage prepaid except that if a notice or other
document is refused delivery or cannot be delivered because of a changed
address of which no notice was given, such notice or other document shall be
deemed to have been delivered on the date of such refusal or inability to
deliver.
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SECTION 14.2 Undertaking for Costs.
All parties to this Declaration agree, and each Holder of any
Securities by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Declaration, or in any suit against the
Institutional Trustee for any action taken or omitted by it as Institutional
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 14.2 shall not apply to any suit instituted by the Institutional
Trustee, to any suit instituted by any Holder of Preferred Securities, or group
of Holders of Preferred Securities, holding more than 10% in aggregate
liquidation amount of the outstanding Preferred Securities, or to any suit
instituted by any Holder of Preferred Securities for the enforcement of the
payment of the principal of (or premium, if any) or interest on the Debentures,
on or after the respective due dates expressed in such Debentures.
SECTION 14.3 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE; PROVIDED HOWEVER, THAT THERE
SHALL NOT BE APPLICABLE TO THE TRUST, THE TRUSTEES OR THIS DECLARATION ANY
PROVISIONS OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE
PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH
THE TERMS HEREOF (I) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY
OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (II) AFFIRMATIVE
REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A
TRUST, (III) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL
CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL
PROPERTY, (IV) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR
EMPLOYEES OF A TRUST, (V) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME
OR PRINCIPAL, (VI) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE,
AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE
TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS, OR (VII)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITIES OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES, THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF TRUSTEES AS SET FORTH
OR REFERENCED IN THIS AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE
SHALL NOT APPLY TO THE TRUST.
SECTION 14.4 Headings.
Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.
SECTION 14.5 Partial Enforceability.
If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.
SECTION 14.6 Counterparts.
This Declaration may contain more than one counterpart of the
signature pages and this Declaration may be executed by the affixing of the
signature of the Sponsor and each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.
SECTION 14.7 Intention of the Parties.
It is the intention of the parties hereto that the Trust not be
classified for United States federal income tax purposes an association taxable
as a corporation or partnership but that the Trust be treated as a grantor
trust for United States federal income tax purposes. The provisions of this
Declaration shall be interpreted to further this intention of the parties.
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SECTION 14.8 Successors and Assigns.
Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.
IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.
Ford Motor Company,
as Sponsor
By:_____________________________
Name: John M. Rintamaki
Title: Secretary
________________________________
Malcolm S. Macdonald,
as Trustee
________________________________
Elizabeth S. Acton,
as Trustee
________________________________
John M. Rintamaki,
as Trustee
The Bank of New York,
as Trustee
By:_____________________________
Name: Mary Jane Morrissey
Title: Assistant Vice President
The Bank of New York (Delaware),
as Trustee
By:_____________________________
Name: Joseph F. Leary
Title: Vice President
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There personally appeared before me John M. Rintamaki (on behalf of
Ford Motor Company) and Malcolm S. Macdonald, Elizabeth S. Acton and John M.
Rintamaki who acknowledged the foregoing instrument to be his, her or its free
act and deed and the free act and deed of Ford Motor Company and the Trustees
of Ford Motor Company Capital Trust I.
Before me,
________________________________
Notary Public
My Commission Expires: _______________________________________________
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There personally appeared before me Mary Jane Morrissey (on behalf of
The Bank of New York, as Trustee) who acknowledged the foregoing instrument to
be his, her or its free act and deed and the free act and deed of The Bank of
New York, as Trustee.
Before me,
________________________________
Notary Public
My Commission Expires: _______________________________________________
There personally appeared before me Joseph F. Leary (on behalf of
The Bank of New York (Delaware), as Trustee) who acknowledged the foregoing
instrument to be his, her or its free act and deed and the free act and deed of
The Bank of New York (Delaware), as Trustee.
Before me,
________________________________
Notary Public
My Commission Expires: _______________________________________________
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EXHIBIT A
CERTIFICATE OF TRUST
OF
FORD MOTOR COMPANY CAPITAL TRUST I
This Certificate of Trust of Ford Motor Company Capital Trust I (the
"Trust"), dated September 19, 1995, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Sec. 3801 et seq.).
1. Name. The name of the business trust being formed hereby is Ford
Motor Company Capital Trust I.
2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is The
Bank of New York (Delaware), a Delaware banking corporation, White Clay Center,
Route 273, Newark, Delaware 19711.
3. Effective Date. This Certificate of Trust shall be effective as of
its filing.
IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.
THE BANK OF NEW YORK,
as trustee
By: /s/ Mary Jane Morrissey
----------------------------------
Name: Mary Jane Morrissey
Title: Assistant Vice President
THE BANK OF NEW YORK (Delaware),
as trustee
By: /s/ Joseph F. Leary
----------------------------------
Name: Joseph F. Leary
Title: Vice President
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EXHIBIT B
TERMS OF
PREFERRED SECURITIES
Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust of Ford Motor Company Capital Trust I dated as of December 8, 1995 (as
amended from time to time, the "Declaration"), the designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth below (each capitalized term used but not
defined herein having the meaning set forth in the Declaration):
1. Designation and Number. Preferred Securities of the Trust with an
aggregate liquidation amount in the assets of the Trust of
___________________________________ (____) and a liquidation amount in the
assets of the Trust of $25 per Preferred Security, are hereby designated as
"9% Trust Originated Preferred Securities". The Preferred Security
Certificates evidencing the Preferred Securities shall be substantially in the
form attached hereto as Annex I, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock exchange on which the Preferred Securities
are listed. The Preferred Securities shall be issued to former holders of
Depositary Shares ("Depositary Shares") each representing 1/2,000 of a share of
Series B Cumulative Preferred Stock (the "Series B Preferred"), of Ford Motor
Company ("Ford") in exchange for such Depositary Shares pursuant to the Offer.
In connection with such Offer and the purchase by Ford of the Common
Securities, Ford will deposit in the Trust, and the Trust will purchase,
respectively, as trust assets Debentures of Ford having an aggregate principal
amount equal to $__________, and bearing interest at an annual rate equal to
the annual Distribution rate on the Preferred Securities and Common Securities
and having payment and redemption provisions which correspond to the payment
and redemption provisions of the Preferred Securities and Common Securities.
2. Distributions. (a) Periodic distributions payable on each
Preferred Security will be fixed at a rate per annum of 9% (the "Coupon Rate")
of the stated liquidation amount of $25 per Preferred Security. Distributions
in arrears will bear interest at the rate per annum of 9% thereof,
compounded quarterly to the extent permitted by law. The term "Distributions"
as used in these terms means such periodic cash distributions and any such
interest payable unless otherwise stated. A Distribution will be made by the
Institutional Trustee only to the extent that interest payments are made in
respect of the Debentures held by the Trust. The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed in such a 30-day month.
(b) Distributions on the Preferred Securities will be cumulative,
will accrue from December 9, 1995 and will be payable quarterly in arrears, on
March 31, June 30, September 30 and December 31 of each year, commencing on
December 31, 1995, except as otherwise described below, but only if and to the
extent that interest payments are made in respect of the Debentures held by the
Trust. In addition, holders of Preferred Securities will be entitled to a cash
distribution at the rate of 8.25% per annum of the liquidation amount thereof
from December 1, 1995 through December 8, 1995, payable on December 31, 1995
("Pre-Issuance Interest"). With the
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exception of Pre-Issuance Interest, so long as Ford shall not be in default in
the payment of interest on the Debentures, Ford has the right under the
Indenture for the Debentures to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarterly interest periods (each, an "Extension
Period") and, as a consequence, quarterly Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the rate
of 9% per annum, compounded quarterly to the extent permitted by law during
any such Extension Period. Prior to the termination of any such Extension
Period, Ford may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed 20 consecutive quarterly interest periods and provided further
that no Extension Period may extend beyond the maturity of the Debentures. Upon
the termination of any Extension Period and the payment of all amounts then
due, Ford may commence a new Extension Period, subject to the above
requirements. Payments of accrued Distributions will be payable to Holders of
Preferred Securities as they appear on the books and records of the Trust on
the record date for the first payment occurring on or after the end of the
Extension Period.
(c) Distributions on the Preferred Securities will be payable
promptly by the Institutional Trustee (or other Paying Agent) upon receipt of
immediately available funds to the Holders thereof as they appear on the books
and records of the Trust on the relevant record dates, which will be 15
calendar days prior to the relevant Distribution date, which record and payment
dates correspond to the record and interest payment dates on the Debentures.
Distributions payable on any Preferred Securities that are not punctually paid
on any Distribution payment date as a result of Ford having failed to make the
corresponding interest payment on the Debentures will forthwith cease to be
payable to the person in whose name such Preferred Security is registered on
the relevant record date, and such defaulted Distribution will instead be
payable to the person in whose name such Preferred Security is registered on
the special record date established by the Regular Trustees, which record date
shall correspond to the special record date or other specified date determined
in accordance with the Indenture; provided, however, that Distributions shall
not be considered payable on any Distribution payment date falling within an
Extension Period unless Ford has elected to make a full or partial payment of
interest accrued on the Debentures on such Distribution payment date. Subject
to any applicable laws and regulations and the provisions of the Declaration,
each payment in respect of the Preferred Securities will be made as described
in paragraph 9 hereof. If any date on which Distributions are payable on the
Preferred Securities is not a Business Day, then payment of the Distribution
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date and the record date for
such payment shall be the immediately preceding Business Day.
(d) All Distributions paid with respect to the Preferred Securities
and the Common Securities will be paid Pro Rata to the Holders thereof entitled
thereto. If an Event of Default has occurred and is continuing, the Preferred
Securities shall have a priority over the Common Securities with respect to
Distributions.
(e) In the event that there is any money or other property held by or
for the Trust that is not accounted for under the Declaration, such money or
property shall be distributed Pro Rata among the Holders of the Preferred
Securities and Common Securities.
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3. Liquidation Distribution Upon Dissolution. In the event of any
voluntary or involuntary dissolution, winding-up or termination of the Trust,
the Holders of the Preferred Securities and Common Securities at the date of
the dissolution, winding-up or termination, as the case may be, will be
entitled to receive Pro Rata solely out of the assets of the Trust available
for distribution to Holders of Preferred Securities and Common Securities after
satisfaction of liabilities to creditors, an amount equal to the aggregate of
the stated liquidation amount of $25 per Preferred Security and Common Security
plus accrued and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"), unless, in connection with such
dissolution, winding-up or termination, and after satisfaction of liabilities
to creditors, Debentures in an aggregate principal amount equal to the
aggregate stated liquidation amount of such Preferred Securities and Common
Securities and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on, such Preferred Securities and Common
Securities, shall be distributed Pro Rata to the Holders of the Preferred
Securities and Common Securities in exchange for such Securities.
If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Preferred Securities and Common Securities shall be paid,
subject to the next paragraph, on a Pro Rata basis.
Holders of Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution Pro Rata with Holders of Preferred
Securities, except that if an Event of Default has occurred and is continuing,
the Preferred Securities shall have a priority over the Common Securities with
respect to such Liquidation Distribution.
4. Redemption and Distribution of Debentures. The Preferred
Securities and Common Securities may only be redeemed if Debentures having an
aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities and Common Securities are repaid, redeemed or distributed
as set forth below:
(a) Upon the repayment of the Debentures, in whole or in part,
whether at maturity, upon redemption at any time or from time to time on or
after December 1, 2002, the proceeds of such repayment will be promptly applied
to redeem Pro Rata Preferred Securities and Common Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed, upon not less than 10 nor more than 60 days'
notice, at a redemption price of $25 per Preferred and Common Security plus an
amount equal to accrued and unpaid Distributions thereon to the date of
redemption, payable in cash (the "Redemption Price"). The date of any such
repayment or redemption of Preferred Securities and Common Securities shall be
established to coincide with the repayment or redemption date of the
Debentures.
(b) The Common Securities will be entitled to be redeemed on a Pro
Rata basis with the Preferred Securities, except that if an Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities with respect to the payment of the Redemption Price.
If fewer than all the outstanding Preferred Securities and Common Securities
are to be so redeemed, the Preferred Securities and the Common Securities will
be redeemed Pro Rata and the Preferred Securities to be redeemed will be
redeemed as described in paragraph 4(f)(ii) below. If a partial redemption
would result in the delisting of the Preferred Securities by any national
securities exchange or other organization on which the
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<PAGE> 43
Preferred Securities are then listed, Ford pursuant to the Indenture will only
redeem Debentures in whole and, as a result, the Trust may only redeem the
Preferred Securities in whole.
(c) If, at any time, a Tax Event or an Investment Company Event (each
as hereinafter defined, and each a "Special Event") shall occur and be
continuing, the Regular Trustees shall, unless the Debentures are redeemed in
the limited circumstances described below, dissolve the Trust and, after
satisfaction of creditors, cause Debentures held by the Institutional Trustee
having an aggregate principal amount equal to the aggregate stated liquidation
amount of and accrued and unpaid interest equal to accrued and unpaid
Distributions on, and having the same record date for payment as the Preferred
Securities and Common Securities, to be distributed to the Holders of the
Preferred Securities and Common Securities on a Pro Rata basis in liquidation
of such Holders' interests in the Trust, within 90 days following the
occurrence of such Special Event (the "90 Day Period"), provided, however, that
in the case of the occurrence of a Tax Event, as a condition of such
dissolution and distribution, the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "No Recognition Opinion"), which opinion may rely on any then
applicable published revenue ruling of the Internal Revenue Service, to the
effect that the Holders of the Preferred Securities will not recognize any gain
or loss for United States federal income tax purposes as a result of the
dissolution of the Trust and distribution of Debentures; and provided, further,
that, if and as long as at the time there is available to the Trust the
opportunity to eliminate, within the 90 Day Period, the Special Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure that has no adverse effect on
the Trust, Ford, or the Holders of the Preferred Securities ("Ministerial
Action"), the Trust will pursue such measure in lieu of dissolution.
If in the case of the occurrence of a Tax Event, (i) the Regular
Trustees have received an opinion (a "Redemption Tax Opinion") of nationally
recognized independent tax counsel experienced in such matters that, as a
result of a Tax Event, there is more than an insubstantial risk that Ford would
be precluded from deducting the interest on the Debentures for United States
federal income tax purposes even if the Debentures were distributed to the
Holders of Preferred Securities and Common Securities in liquidation of such
Holder's interest in the Trust as described in this paragraph 4(c) or (ii) the
Regular Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust, Ford shall have the right
at any time, upon not less than 10 nor more than 60 days notice, to redeem the
Debentures in whole or in part for cash at the Redemption Price within 90 days
following the occurrence of such Tax Event, and promptly following such
redemption Preferred Securities and Common Securities with an aggregate
liquidation amount equal to the aggregate principal amount of the Debentures so
redeemed will be redeemed by the Trust at the Redemption Price on a Pro Rata
basis; provided, however, that, if at the time there is available to Ford or
the Regular Trustees on behalf of the Trust the opportunity to eliminate,
within such 90 day period, the Tax Event by taking some Ministerial Action,
Ford or the Regular Trustees on behalf of the Trust will pursue such measure in
lieu of redemption, and provided further that Ford shall have no right to
redeem the Debentures while the Regular Trustees on behalf of the Trust are
pursuing such Ministerial Action. The Common Securities will be redeemed Pro
Rata with the Preferred Securities, except if an Event of Default under the
Indenture has occurred and is continuing, the Preferred Securities will have a
priority over the Common Securities with respect to payment of the Redemption
Price.
"Tax Event" means that the Regular Trustees shall have obtained an
opinion of nationally recognized independent tax counsel experienced in such
matters (a "Dissolution Tax
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<PAGE> 44
Opinion") to the effect that on or after the Expiration Date as a result of (a)
any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), (c) any interpretation or pronouncement
that provides for a position with respect to such laws or regulations that
differs from the theretofore generally accepted position or (d) any action
taken by any governmental agency or regulatory authority, which amendment or
change is enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the Expiration Date, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to United
States federal income tax with respect to income accrued or received on the
Debentures, (ii) the Trust is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of taxes, duties or other governmental
charges or (iii) interest payable by Ford to the Trust on the Debentures is
not, or within 90 days of the date thereof will not be, deductible by Ford for
United States federal income tax purposes.
"Investment Company Event" means that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
practice under the Investment Company Act that, as a result of the occurrence
of a change in law or regulation or a change in interpretation or application
of law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an Investment
Company which is required to be registered under the Investment Company Act,
which Change in 1940 Act Law becomes effective on or after the Expiration Date.
On the date fixed for any distribution of Debentures, upon dissolution
of the Trust, (i) the Preferred Securities will no longer be deemed to be
outstanding and (ii) certificates representing Preferred Securities will be
deemed to represent beneficial interests in the Debentures having an aggregate
principal amount equal to the stated liquidation amount of, and bearing accrued
and unpaid interest equal to accrued and unpaid Distributions on, such
Preferred Securities until such certificates are presented to Ford or its agent
for transfer or reissuance.
(d) The Trust may not redeem fewer than all the outstanding Preferred
Securities unless all accrued and unpaid Distributions have been paid on all
Preferred Securities for all quarterly Distribution periods terminating on or
prior to the date of redemption.
(e) If Debentures are distributed to Holders of the Preferred
Securities, Ford, pursuant to the terms of the Indenture, will use its best
efforts to have the Debentures listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities were listed immediately prior to the
distribution of the Debentures.
(f) (i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Preferred Securities and Common Securities (a
"Redemption/Distribution Notice") will be given by the Regular Trustees on
behalf of the Trust by mail to each Holder of Preferred Securities and Common
Securities to be redeemed or exchanged not less than 10 nor more than 60 days
prior to the date fixed for redemption or exchange thereof. For purposes of the
calculation of the date of redemption or exchange and the dates on which
notices are given pursuant to this paragraph (f)(i), a Redemption/Distribution
Notice shall be deemed to be given
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<PAGE> 45
on the day such notice is first mailed by first class mail, postage prepaid, to
Holders of Preferred Securities and Common Securities. Each Redemption/
Distribution Notice shall be addressed to the Holders of Preferred Securities
and Common Securities at the address of each such Holder appearing in the books
and records of the Trust. No defect in the Redemption/Distribution Notice or in
the mailing of either thereof with respect to any Holder shall affect the
validity of the redemption or exchange proceedings with respect to any other
Holder.
(ii) In the event that fewer than all the outstanding Preferred
Securities are to be redeemed (subject to adjustment to eliminate fractional
Preferred Securities), the Preferred Securities to be redeemed will be redeemed
Pro Rata from each Holder of Preferred Securities, it being understood that, in
respect of Preferred Securities registered in the name of and held of record by
DTC (or successor Clearing Agency) or any other nominee, the distribution of
the proceeds of such redemption will be made to each Clearing Agency
Participant (or person on whose behalf such nominee holds such securities) in
accordance with the procedures applied by such agency or nominee.
(iii) If the Trust gives a Redemption/Distribution Notice in respect
of a redemption of Preferred Securities as provided in this paragraph 4 (which
notice will be irrevocable) then immediately prior to the close of business on
the redemption date, provided that Ford has paid to the Trust in immediately
available funds a sufficient amount of cash in connection with the related
redemption or maturity of the Debentures, Distributions will cease to accrue on
the Preferred Securities called for redemption, such Preferred Securities will
no longer be deemed to be outstanding and all rights of Holders of such
Preferred Securities so called for redemption will cease, except the right of
the Holders of such Preferred Securities to receive the Redemption Price, but
without interest on such Redemption Price. Neither the Trustees nor the Trust
shall be required to register or cause to be registered the transfer of any
Preferred Securities which have been so called for redemption. If any date
fixed for redemption of Preferred Securities is not a Business Day, then
payment of the Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date fixed for redemption. If payment of the Redemption Price in
respect of Preferred Securities is improperly withheld or refused and not paid
either by the Trust or by Ford pursuant to the Preferred Securities Guarantee,
Distributions on such Preferred Securities will continue to accrue, from the
original redemption date to the date of payment, in which case the actual
payment date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.
(iv) Redemption/Distribution Notices shall be sent by the Regular
Trustees on behalf of the Trust to the Holders of the Preferred Securities.
(v) Upon the date of dissolution of the Trust and distribution of
Debentures as a result of the occurrence of a Special Event, Preferred Security
Certificates shall be deemed to represent beneficial interests in the
Debentures so distributed, and the Preferred Securities will no longer be
deemed outstanding and may be canceled by the Regular Trustees. The Debentures
so distributed shall have an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities so distributed.
(vi) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), Ford or any of its
subsidiaries may at any time and from time to
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<PAGE> 46
time purchase outstanding Preferred Securities by tender, in the open market or
by private agreement.
5. Voting Rights. (a) Except as provided under paragraph 5(b) below
and as otherwise required by law and the Declaration, the Holders of the
Preferred Securities will have no voting rights.
(b) If any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than in connection
with the distribution of Debentures held by the Institutional Trustee, upon the
occurrence of a Special Event or in connection with the redemption of Preferred
Securities as a consequence of a redemption of Debentures, then the Holders of
outstanding Securities will be entitled to vote on such amendment or proposal
as a class and such amendment or proposal shall not be effective except with
the approval of the Holders of Securities representing a Majority in
liquidation amount of such Securities; provided, however, (A) if any amendment
or proposal referred to in clause (i) above would adversely affect only the
Preferred Securities or the Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of a Majority in
liquidation amount of such class of Securities and (B) amendments to the
Declaration shall be subject to such further requirements as are set forth in
Sections 12.1 and 12.2 of the Declaration.
In the event the consent of the Institutional Trustee, as the holder
of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination. The
Institutional Trustee shall vote with respect to such amendment, modification
or termination as directed by a Majority in liquidation amount of the
Securities voting together as a single class (and in the case of any other Ford
Motor Company Capital Trust holding debt securities issued under the Indenture,
voting with the holders of securities of such other Ford Motor
Company Capital Trust); provided that where such amendment, modification or
termination of the Indenture requires the consent or vote of (1) holders of
Debentures representing a specified percentage greater than a majority in
principal amount of the Debentures or (2) each holder of Debentures, the
Institutional Trustee may only vote with respect to that amendment,
modification or termination as directed by, in the case of clause (1) above,
the vote of Holders of Securities representing such specified percentage of the
aggregate liquidation amount of the Securities, or, in the case of clause (2)
above, each Holder of Securities; and provided, further, that the Institutional
Trustee shall be under no obligation to take any action in accordance with the
directions of the Holders of Securities unless the Institutional Trustee shall
have received, at the expense of the Sponsor, an opinion of nationally
recognized independent tax counsel recognized as expert in such matters to the
effect that the Trust will not be classified for United States federal income
tax purposes as an association taxable as a corporation or a partnership on
account of such action and will be treated as a grantor trust for United States
federal income tax purposes following such action.
Subject to Section 2.6 of the Declaration, and the provisions of this
and the next succeeding paragraph, the Holders of a Majority in liquidation
amount of the Preferred Securities, voting separately as a class, shall have the
right to (A) on behalf of all Holders of Preferred Securities, waive any past
default, and its consequences, that is waivable under the Declaration (subject
to,
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<PAGE> 47
and in accordance with the Declaration) and (B) direct the time, method, and
place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as the holder of the Debentures (and in the case of any
other Ford Motor Company Capital Trust holding debt securities issued under the
Indenture, voting with the holders of preferred securities of such other Ford
Motor Company Capital Trust), to (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
exercising any trust or power conferred on the Debenture Trustee with respect
to the Debentures, (ii) waive any past default and its consequences that is
waivable under Section 5.13 of the Indenture, or (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall
be due and payable; provided that where the taking of any action under the
Indenture requires the consent or vote of (1) holders of Debentures
representing a specified percentage greater than a majority in principal amount
of the Debentures or (2) each holder of Debentures, the Institutional Trustee
may only take such action if directed by, in the case of clause (1) above, the
vote of Holders of Preferred Securities representing such specified percentage
of the aggregate liquidation amount of the Preferred Securities, or, in the
case of clause (2) above, each Holder of Preferred Securities. The
Institutional Trustee shall not revoke, or take any action inconsistent with,
any action previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the
Institutional Trustee or the Debenture Trustee as set forth above, the
Institutional Trustee shall be under no obligation to take any of the foregoing
actions at the direction of the Holders of Preferred Securities unless the
Institutional Trustee shall have received, at the expense of the Sponsor, an
opinion of nationally recognized independent tax counsel recognized as expert
in such matters to the effect that the Trust will not be classified for United
States federal income tax purposes as an association taxable as a corporation
or a partnership on account of such action and will be treated as a grantor
trust for United States federal income tax purposes following such action. If
the Institutional Trustee fails to enforce its rights under the Declaration
(including, without limitation, its rights, powers and privileges as a holder
of the Debentures under the Indenture), any Holder of Preferred Securities may
upon such Holder's written request to the Institutional Trustee to enforce such
rights, institute a legal proceeding directly against Ford to enforce the
Institutional Trustee's rights under the Declaration, without first instituting
a legal proceeding against the Institutional Trustee or any other Person.
A waiver of an Indenture Event of Default by the Institutional Trustee
at the direction of the Holders of the Preferred Securities will constitute a
waiver of the corresponding Event of Default under the Declaration in respect
of the Securities.
Any required approval or direction of Holders of Preferred Securities
may be given at a separate meeting of Holders of Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities of the Trust
or pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to
vote or of such matter upon which written consent is sought and (iii)
instructions for the delivery of proxies or consents.
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No vote or consent of the Holders of Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or distribute
Debentures in accordance with the Declaration.
Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities at such time that are owned by Ford or by any entity
directly or indirectly controlling or controlled by or under direct or indirect
common control with Ford shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if they were not
outstanding.
Holders of the Preferred Securities will have no rights to increase or
decrease the number of Trustees or to appoint, remove or replace a Trustee,
which voting rights are vested solely in the Holders of the Common Securities.
6. Pro Rata Treatment. A reference in these terms of the Preferred
Securities to any payment, distribution or treatment as being "Pro Rata" shall
mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Preferred Securities pro rata according to the aggregate
liquidation amount of Preferred Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Preferred Securities outstanding,
and only after satisfaction of all amounts owed to the Holders of the Preferred
Securities, to each Holder of Common Securities pro rata according to the
aggregate liquidation amount of Common Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Common Securities
outstanding.
7. Ranking. The Preferred Securities rank pari passu and payment
thereon will be made Pro Rata with the Common Securities except that where an
Event of Default occurs and is continuing, the rights of Holders of Preferred
Securities to payment in respect of Distributions and payments upon
liquidation, redemption or otherwise rank in priority to the rights of Holders
of the Common Securities.
8. Mergers, Consolidations or Amalgamations. The Trust may not
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets to, any corporation or other body.
9. Transfer, Exchange, Method of Payments. Payment of Distributions
and payments on redemption of the Preferred Securities will be payable, the
transfer of the Preferred Securities will be registrable, and Preferred
Securities will be exchangeable for Preferred Securities of other denominations
of a like aggregate liquidation amount, at the principal corporate trust office
of the Institutional Trustee in The City of New York; provided that payment of
Distributions may be made at the option of the Regular Trustees on behalf of
the Trust by check mailed to the address of the persons entitled thereto and
that the payment on redemption of any Preferred Security will be made only upon
surrender of such Preferred Security to the Institutional Trustee.
10. Acceptance of Indenture and Preferred Guarantee. Each Holder of
Preferred Securities, by the acceptance thereof, agrees to the provisions of
(i) the Preferred Guarantee, including the subordination provisions therein and
(ii) the Indenture and the Debentures, including the subordination provisions
of the Indenture.
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11. No Preemptive Rights. The Holders of Preferred Securities shall
have no preemptive rights to subscribe to any additional Preferred Securities
or Common Securities.
12. Miscellaneous. These terms shall constitute a part of the
Declaration. The Trust will provide a copy of the Declaration and the Indenture
to a Holder without charge on written request to the Trust at its principal
place of business.
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Annex I
Certificate Number Number of Preferred Securities
B-__ _________
CUSIP NO. 345343 20 6
Certificate Evidencing Preferred Securities
of
Ford Motor Company Capital Trust I
9% Trust Originated Preferred Securities
(liquidation amount $25 per Preferred Security)
Ford Motor Company Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
_________ (the "Holder") is the registered owner of _____ (______) preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the 9% Trust Originated Preferred Securities
(liquidation amount $25 per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Securities are set forth in, and this certificate and the
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust of the Trust dated as of December 8, 1995, as the same may be amended
from time to time (the "Declaration") including the designation of the terms of
Preferred Securities as set forth in Exhibit B thereto. The Preferred
Securities and the Common Securities issued by the Trust pursuant to the
Declaration represent undivided beneficial interests in the assets of the
Trust, including the Debentures (as defined in the Declaration) issued by Ford
Motor Company, a Delaware corporation ("Ford"), to the Trust pursuant to the
Indenture referred to in the Declaration. The Holder is entitled to the
benefits of the Guarantee Agreement of Ford dated as of December 8, 1995
(the "Guarantee") to the extent provided therein. The Trust will furnish a copy
of the Declaration, the Guarantee and the Indenture to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.
The Holder of this Certificate, by accepting this Certificate, is deemed to
have (i) agreed to the terms of the Indenture and the Debentures, including
that the Debentures are subordinate and junior in right of payment to all
Senior Indebtedness (as defined in the Indenture) as and to the extent provided
in the Indenture and (ii) agreed to the terms of the Guarantee, including
that the Guarantee is subordinate and junior in right of payment to all other
liabilities of Ford, including the Debentures, except those made pari passu or
subordinate by their terms, and senior to all capital stock now or hereafter
issued by Ford and to any guarantee now or hereafter entered into by Ford in
respect of any of its capital stock.
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Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, the Trustees of the Trust have executed this
Certificate.
FORD MOTOR COMPANY CAPITAL TRUST I
By:_________________________
Name:
Title: Trustee
By:_________________________
Name:
Title: Trustee
Dated:
Countersigned and Registered:
CHEMICAL BANK,
Transfer Agent and Registrar
By:___________________________
Authorized Signature
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The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, copies of the Declaration, the Guarantee
and the Indenture. Any such request should be addressed to Ford Motor Company
Capital Trust I, c/o Secretary, Ford Motor Company, The American Road,
Dearborn, Michigan 48121 or to the Registrar named on the face of this
Certificate.
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ________ Custodian ________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act _________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please insert social security or other identifying number of assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)
the within Certificate and all rights and interests represented by the
Preferred Securities evidenced thereby, and hereby irrevocably constitutes and
appoints________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.
Dated: _________________________
Signature: _____________________
Note: The signature to this assignment must correspond with the name
as written upon the face of this certificate in every particular, without
alteration or enlargement, or any change whatever.
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EXHIBIT C
TERMS OF COMMON SECURITIES
Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust of Ford Motor Company Capital Trust I dated as of
December 8, 1995 (as amended from time to time, the "Declaration"), the
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth below (each capitalized term
used but not defined herein having the meaning set forth in the Declaration):
1. Designation and Number. Common Securities of the Trust
with an aggregate liquidation amount in the assets of the Trust of
_________________________________ (_________) and a liquidation amount in the
assets of the Trust of $25 per Common Security, are hereby designated as "9%
Trust Originated Common Securities". The Common Security Certificates
evidencing the Common Securities shall be substantially in the form attached
hereto as Annex I, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice. The Common
Securities are to be issued and sold to Ford Motor Company ("Ford") in
consideration of $_________ in cash. In connection with the Offer and the
purchase by Ford of the Common Securities, Ford will deposit in the Trust, and
the Trust will purchase, respectively, as trust assets Debentures of Ford
having an aggregate principal amount equal to $__________, and bearing interest
at an annual rate equal to the annual Distribution rate on the Preferred
Securities and Common Securities and having payment and redemption provisions
which correspond to the payment and redemption provisions of the Preferred
Securities and Common Securities.
2. Distributions. (a) Periodic distributions payable on each
Common Security will be fixed at a rate per annum of 9% (the "Coupon Rate")
of the stated liquidation amount of $25 per Common Security. Distributions in
arrears for more than one quarter will bear interest at the rate per annum of
9% thereof (to the extent permitted by applicable law), compounded quarterly
to the extent permitted by law. The term "Distributions" as used in these terms
means such periodic cash distributions and any such interest payable unless
otherwise stated. A Distribution will be made by the Institutional Trustee only
to the extent that interest payments are made in respect of the Debentures held
by the Trust. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed in such a 30-day
month.
(b) Distributions on the Common Securities will be
cumulative, will accrue from December 9, 1995 and will be payable quarterly in
arrears, on March 31, June 30, September 30 and December 31 of each year,
commencing on December 31, 1995, except as otherwise described below, but only
if and to the extent that interest payments are made in respect of the
Debentures held by the Trust. In addition, holders of Common Securities will be
entitled to a cash distribution at the rate of 8.25% per annum of the
liquidation amount thereof from December 1, 1995 through December 8, 1995,
payable on December 31, 1995 ("Pre-Issuance Interest"). With the exception of
Pre-Issuance Interest, so long as Ford shall not be in default in the payment
of interest on the Debentures, Ford has the right under the Indenture for the
Debentures to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive quarterly interest periods (each, an "Extension Period") and, as a
consequence, quarterly Distributions will continue to accrue with
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interest thereon (to the extent permitted by applicable law) at the rate of
9% per annum, compounded quarterly to the extent permitted by law during any
such Extension Period. Prior to the termination of any such Extension Period,
Ford may further extend such Extension Period; provided that such Extension
Period together with all such previous and further extensions thereof may not
exceed 20 consecutive quarterly interest periods and provided further that no
Extension Period may extend beyond the maturity of the Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due,
Ford may commence a new Extension Period, subject to the above requirements.
Payments of accrued Distributions will be payable to Holders of Common
Securities as they appear on the books and records of the Trust on the record
date for the first payment occurring on or after the end of the Extension
Period.
(c) Distributions on the Common Securities will be payable
promptly by the Institutional Trustee (or other Paying Agent) upon receipt of
immediately available funds to the Holders thereof as they appear on the books
and records of the Trust on the relevant record dates, which will be 15
calendar days prior to the relevant Distribution date, which record and payment
dates correspond to the record and interest payment dates on the Debentures.
Distributions payable on any Common Securities that are not punctually paid on
any Distribution payment date as a result of Ford having failed to make the
corresponding interest payment on the Debentures will forthwith cease to be
payable to the person in whose name such Common Security is registered on the
relevant record date, and such defaulted Distribution will instead be payable
to the person in whose name such Common Security is registered on the special
record date established by the Regular Trustees, which record date shall
correspond to the special record date or other specified date determined in
accordance with the Indenture; provided, however, that Distributions shall not
be considered payable on any Distribution payment date falling within an
Extension Period unless Ford has elected to make a full or partial payment of
interest accrued on the Debentures on such Distribution payment date. Subject
to any applicable laws and regulations and the provisions of the Declaration,
each payment in respect of the Common Securities will be made as described in
paragraph 9 hereof. If any date on which Distributions are payable on the
Common Securities is not a Business Day, then payment of the Distribution
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date and the record date for
such payment should be the immediately preceding Business Day.
(d) All Distributions paid with respect to the Common
Securities and the Preferred Securities will be paid Pro Rata to the Holders
thereof entitled thereto. If an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities with respect to Distributions
(e) In the event that there is any money or other property
held by or for the Trust that is not accounted for under the Declaration, such
money or property shall be distributed Pro Rata among the Holders of the
Preferred Securities and Common Securities.
3. Liquidation Distribution Upon Dissolution. In the event
of any voluntary or involuntary dissolution, winding-up or termination of the
Trust, the Holders of the Preferred Securities and Common Securities at the
date of the dissolution, winding-up or termination, as the case may be, will be
entitled to receive Pro Rata solely out of the assets of the Trust available
for distribution to Holders of Preferred Securities and Common Securities,
after satisfaction of liabilities to creditors, an amount equal to the
aggregate of the stated liquidation amount of $25
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<PAGE> 55
per Preferred Security and Common Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, and after satisfaction of liabilities to creditors,
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of such Preferred Securities and Common Securities bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Preferred Securities and Common Securities, shall be
distributed Pro Rata to the Holders of the Preferred Securities and Common
Securities in exchange for such Securities.
If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Preferred Securities and Common Securities shall
be paid, subject to the next paragraph, on a Pro Rata basis.
Holders of Common Securities will be entitled to receive
Liquidation Distributions upon any such dissolution Pro Rata with Holders of
Preferred Securities, except that if an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities with respect to such Liquidation Distribution.
4. Redemption and Distribution of Debentures. The Preferred
Securities and Common Securities may only be redeemed if Debentures having an
aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities and Common Securities are repaid, redeemed or distributed
as set forth below:
(a) Upon the repayment of the Debentures, in whole or in
part, whether at maturity, upon redemption at any time or from time to time on
or after December 1, 2002, the proceeds of such repayment will be promptly
applied to redeem Pro Rata Preferred Securities and Common Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed, upon not less than 10 nor more than 60 days'
notice, at a redemption price of $25 per Preferred and Common Security plus an
amount equal to accrued and unpaid Distributions thereon to the date of
redemption, payable in cash (the "Redemption Price"). The date of any such
repayment or redemption of Preferred Securities and Common Securities shall be
established to coincide with the repayment or redemption date of the
Debentures.
(b) The Common Securities will be entitled to be redeemed on
a Pro Rata basis with the Preferred Securities, except that if an Event of
Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities with respect to the payment of the
Redemption Price. If fewer than all the outstanding Preferred Securities and
Common Securities are to be so redeemed, the Preferred Securities and the
Common Securities will be redeemed Pro Rata and the Common Securities to be
redeemed will be redeemed as described in paragraph 4(e)(ii) below. If a
partial redemption would result in the delisting of the Preferred Securities by
any national securities exchange or other organization on which the Preferred
Securities are then listed, Ford pursuant to the Indenture will only redeem
Debentures in whole and, as a result, the Trust may only redeem the Common
Securities in whole.
(c) If, at any time, a Tax Event or an Investment Company
Event (each as hereinafter defined, and each a "Special Event") shall occur and
be continuing, the Regular Trustees shall, unless the Debentures are redeemed
in the limited circumstances described below, dissolve the Trust and, after
satisfaction of creditors, cause Debentures held by the Institutional Trustee
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having an aggregate principal amount equal to the aggregate stated liquidation
amount of and accrued and unpaid interest equal to accrued and unpaid
Distributions on, and having the same record date for payment as the Preferred
Securities and Common Securities, to be distributed to the Holders of the
Preferred Securities and Common Securities on a Pro Rata basis in liquidation
of such Holders' interests in the Trust, within 90 days following the
occurrence of such Special Event (the "90 Day Period"), provided, however, that
in the case of the occurrence of a Tax Event, as a condition of such
dissolution and distribution, the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "No Recognition Opinion"), which opinion may rely on any then
applicable published revenue rulings of the Internal Revenue Service, to the
effect that the Holders of the Preferred Securities will not recognize any gain
or loss for United States federal income tax purposes as a result of the
dissolution of the Trust and distribution of Debentures; and provided, further,
that, if and as long as at the time there is available to the Trust the
opportunity to eliminate, within the 90 Day Period, the Special Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure that has no adverse effect on
the Trust, Ford, or the Holders of the Preferred Securities ("Ministerial
Action") the Trust will pursue such measure in lieu of dissolution.
If in the case of the occurrence of a Tax Event, (i) the
Regular Trustees have received an opinion (a "Redemption Tax Opinion") of
nationally recognized independent tax counsel experienced in such matters that,
as a result of a Tax Event, there is more than an insubstantial risk that Ford
would be precluded from deducting the interest on the Debentures for United
States federal income tax purposes even if the Debentures were distributed to
the Holders of Preferred Securities and Common Securities in liquidation of
such Holder's interest in the Trust as described in this paragraph 4(c) or (ii)
the Regular Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust, Ford shall have the right
at any time, upon not less than 10 nor more than 60 days notice, to redeem the
Debentures in whole or in part for cash at the Redemption Price within 90 days
following the occurrence of such Tax Event, and promptly following such
redemption Preferred Securities and Common Securities with an aggregate
liquidation amount equal to the aggregate principal amount of the Debentures so
redeemed will be redeemed by the Trust at the Redemption Price on a Pro Rata
basis; provided, however, that, if at the time there is available to Ford or
the Regular Trustees on behalf of the Trust the opportunity to eliminate,
within such 90 day period, the Tax Event by taking some Ministerial Action,
Ford or the Regular Trustees on behalf of the Trust will pursue such measure in
lieu of redemption, and provided further that Ford shall have no right to
redeem the Debentures while the Regular Trustees on behalf of the Trust are
pursuing such Ministerial Action. The Common Securities will be redeemed Pro
Rata with the Preferred Securities, except if an Event of Default under the
Indenture has occurred and is continuing, the Preferred Securities will have a
priority over the Common Securities with respect to payment of the Redemption
Price.
"Tax Event" means that the Regular Trustees shall have
obtained an opinion of nationally recognized independent tax counsel
experienced in such matters (a "Dissolution Tax Opinion") to the effect that on
or after the Expiration Date as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position
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with respect to such laws or regulations that differs from the
theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the Expiration Date, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to United
States federal income tax with respect to income accrued or received on the
Debentures, (ii) the Trust is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of taxes, duties or other governmental
charges or (iii) interest payable by Ford to the Trust on the Debentures is
not, or within 90 days of the date thereof will not be, deductible by Ford for
United States federal income tax purposes.
"Investment Company Event" means that the Regular Trustees
shall have received an opinion of nationally recognized independent counsel
experienced in practice under the Investment Company Act that, as a result of
the occurrence of a change in law or regulation or a change in interpretation
or application of law or regulation by any legislative body, court,
governmental agency or regulatory authority (a "Change in 1940 Act Law"), there
is more than an insubstantial risk that the Trust is or will be considered an
Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the
Expiration Date.
On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Common Securities will no longer be deemed to
be outstanding and (ii) any certificates representing Common Securities will be
deemed to represent beneficial interests in the Debentures having an aggregate
principal amount equal to the stated liquidation amount of, and bearing accrued
and unpaid interest equal to accrued and unpaid Distributions on, such Common
Securities until such certificates are presented to Ford or its agent for
transfer or reissuance.
(d) The Trust may not redeem fewer than all the outstanding
Common Securities unless all accrued and unpaid Distributions have been paid on
all Common Securities for all quarterly Distribution periods terminating on or
prior to the date of redemption.
(e)(i) Notice of any redemption of, or notice of distribution
of Debentures in exchange for, the Preferred Securities and Common Securities
(a "Redemption/Distribution Notice") will be given by the Regular Trustees on
behalf of the Trust by mail to each Holder of Preferred Securities and Common
Securities to be redeemed or exchanged not less than 10 nor more than 60 days
prior to the date fixed for redemption or exchange thereof. For purposes of the
calculation of the date of redemption or exchange and the dates on which
notices are given pursuant to this paragraph (e)(i), a Redemption/Distribution
Notice shall be deemed to be given on the day such notice is first mailed by
first class mail, postage prepaid, to Holders of Preferred Securities and
Common Securities. Each Redemption/Distribution Notice shall be addressed to
the Holders of Preferred Securities and Common Securities at the address of
each such Holder appearing in the books and records of the Trust. No defect in
the Redemption/Distribution Notice or in the mailing of either thereof with
respect to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Common
Securities are to be redeemed, the Common Securities to be redeemed will be
redeemed Pro Rata from each Holder of Common Securities (subject to adjustment
to eliminate fractional Common Securities).
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(iii) If the Trust gives a Redemption/Distribution Notice in
respect of a redemption of Common Securities as provided in this paragraph 4
(which notice will be irrevocable) then immediately prior to the close of
business on the redemption date, provided that Ford has paid to the Trust in
immediately available funds a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, Distributions will cease to
accrue on the Common Securities called for redemption, such Common Securities
will no longer be deemed to be outstanding and all rights of Holders of such
Common Securities so called for redemption will cease, except the right of the
Holders of such Common Securities to receive the Redemption Price, but without
interest on such Redemption Price. Neither the Trustees nor the Trust shall be
required to register or cause to be registered the transfer of any Common
Securities which have been so called for redemption. If any date fixed for
redemption of Common Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price in respect of Common Securities
is improperly withheld or refused and not paid by the Trust, Distributions on
such Common Securities will continue to accrue, from the original redemption
date to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
Redemption Price.
(iv) Redemption/Distribution Notices shall be sent by the
Regular Trustees on behalf of the Trust to the Holders of the Common
Securities.
(v) Upon the date of dissolution of the Trust and
distribution of Debentures as a result of the occurrence of a Special Event,
Common Security Certificates shall be deemed to represent beneficial interests
in the Debentures so distributed, and the Common Securities will no longer be
deemed outstanding and may be canceled by the Regular Trustees. The Debentures
so distributed shall have an aggregate principal amount equal to the aggregate
liquidation amount of the Common Securities so distributed.
5. Voting Rights. (a) Except as provided under paragraph
5(b) below and as otherwise required by law and the Declaration, the Holders of
the Common Securities will have no voting rights.
(b) Holders of Common Securities have the sole right under the
Declaration to increase or decrease the number of Trustees, and to appoint,
remove or replace a Trustee, any such increase, decrease, appointment, removal
or replacement to be approved by Holders of Common Securities representing a
Majority in liquidation amount of the Common Securities.
If any proposed amendment to the Declaration provides for, or
the Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than in connection
with the distribution of Debentures held by the Institutional Trustee, upon the
occurrence of a Special Event or in connection with the redemption of Common
Securities as a consequence of a redemption of Debentures, then the Holders of
outstanding Securities will be entitled to vote on such amendment or proposal
as a class and such amendment or proposal shall not be effective except with
the approval of the Holders of Securities representing a Majority in
liquidation amount of such Securities; provided, however, (A) if any amendment
or proposal referred to in
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clause (i) above would adversely affect only the Preferred Securities or the
Common Securities, then only the affected class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of a Majority in liquidation amount of such
class of Securities, (B) the rights of Holders of Common Securities under
Article V of the Declaration to increase or decrease the number of, and to
appoint, replace or remove, Trustees shall not be amended without the consent
of each Holder of Common Securities, and (C) amendments to the Declaration
shall be subject to such further requirements as are set forth in Sections 12.1
and 12.2 of the Declaration.
In the event the consent of the Institutional Trustee, as the
holder of the Debentures, is required under the Indenture with respect
to any amendment, modification or termination of the Indenture or the
Debentures, the Institutional Trustee shall request the written direction of
the Holders of the Securities with respect to such amendment, modification or
termination. The Institutional Trustee shall vote with respect to such
amendment, modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class (and in the case of
any other Ford Motor Company Capital Trust holding debt securities issued under
the Indenture, voting with the holders of securities of such other Ford Motor
Company Capital Trust); provided that where such amendment, modification or
termination of the Indenture requires the consent or vote of (1) holders of
Debentures representing a specified percentage greater than a majority in
principal amount of the Debentures or (2) each holder of Debentures, the
Institutional Trustee may only vote with respect to that amendment,
modification or termination as directed by, in the case of clause (1) above,
the vote of Holders of Securities representing such specified percentage of the
aggregate liquidation amount of the Securities, or, in the case of clause (2)
above, each Holder of Securities; and provided, further, that the Institutional
Trustee shall be under no obligation to take any action in accordance with the
directions of the Holders of the Securities unless the Institutional Trustee
shall have received, at the expense of the Sponsor, an opinion of nationally
recognized independent tax counsel recognized as an expert in such matters to
the effect that the Trust will not be classified for United States federal
income tax purposes as an association taxable as a corporation or a partnership
on account of such action and will be treated as a grantor trust for United
States federal income tax purposes following such action.
Subject to Section 2.6 of the Declaration, and the provisions
of this and the next succeeding paragraph, the Holders of a Majority in
liquidation amount of the Common Securities, voting separately as a class,
shall have the right to (A) on behalf of all Holders of Common Securities,
waive any past default, and its consequences, that is waivable under the
Declaration (subject to, and in accordance with the Declaration) and (B) direct
the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration, including the
right to direct the Institutional Trustee, as holder of the Debentures, to (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power conferred
on the Debenture Trustee with respect to the Debentures, (ii) waive any past
default and its consequences that is waivable under Section 5.13 of the
Indenture, or (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable; provided that
where the taking of any action under the Indenture requires the consent or vote
of (1) holders of Debentures representing a specified percentage greater than a
majority in principal amount of the Debentures or (2) each holder of
Debentures, the Institutional Trustee may only take such action if directed by,
in the case of clause (1) above, the vote of Holders of Common Securities
representing such specified percentage of the aggregate liquidation amount of
the Common Securities, or, in the case of clause (2) above, each Holder of
Common Securities. The Institutional Trustee shall not revoke, or take any
action inconsistent with, any action previously authorized or approved by a
vote of the Holders of the Preferred Securities, and shall not take any action
in accordance with the direction of the Holders of the
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Common Securities under this paragraph if the action is prejudicial to the
Holders of Preferred Securities. Other than with respect to directing the time,
method and place of conducting any proceeding for any remedy available to the
Institutional Trustee or the Debenture Trustee as set forth above, the
Institutional Trustee shall be under no obligation to take any of the foregoing
actions at the direction of the Holders of Common Securities unless the
Institutional Trustee shall have received, at the expense of the Sponsor, an
opinion of nationally recognized independent tax counsel recognized as expert
in such matters to the effect that the Trust will not be classified for United
States federal income tax purposes as an association taxable as a corporation
or a partnership on account of such action and will be treated as a grantor
trust for United States income tax purposes following such action.
Notwithstanding any other provision of these terms, each
Holder of Common Securities will be deemed to have waived any Event of Default
with respect to the Common Securities and its consequences until all Events of
Default with respect to the Preferred Securities have been cured, waived by the
Holders of Preferred Securities as provided in the Declaration or otherwise
eliminated, and until all Events of Default with respect to the Preferred
Securities have been so cured, waived by the Holders of Preferred Securities or
otherwise eliminated, the Institutional Trustee will be deemed to be acting
solely on behalf of the Holders of Preferred Securities and only the Holders of
the Preferred Securities will have the right to direct the Institutional
Trustee in accordance with the terms of the Declaration or of the Securities.
In the event that any Event of Default with respect to the Preferred Securities
is waived by the Holders of Preferred Securities as provided in the
Declaration, the Holders of Common Securities agree that such waiver shall also
constitute the waiver of such Event of Default with respect to the Common
Securities for all purposes under the Declaration without any further act, vote
or consent of the Holders of the Common Securities.
A waiver of an Indenture Event of Default by the Institutional
Trustee at the direction of the Holders of the Preferred Securities will
constitute a waiver of the corresponding Event of Default under the Declaration
in respect of the Securities.
Any required approval or direction of Holders of Common
Securities may be given at a separate meeting of Holders of Common Securities
convened for such purpose, at a meeting of all of the Holders of Securities of
the Trust or pursuant to written consent. The Regular Trustees will cause a
notice of any meeting at which Holders of Common Securities are entitled to
vote, or of any matter upon which action by written consent of such Holders is
to be taken, to be mailed to each Holder of record of Common Securities. Each
such notice will include a statement setting forth (i) the date of such meeting
or the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.
No vote or consent of the Holders of Common Securities will be
required for the Trust to redeem and cancel Common Securities or distribute
Debentures in accordance with the Declaration.
6. Pro Rata Treatment. A reference in these terms of the
Common Securities to any payment, distribution or treatment as being "Pro Rata"
shall mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any
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funds available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative to
the aggregate liquidation amount of all Common Securities outstanding.
7. Ranking. The Common Securities rank pari passu and
payment thereon will be made Pro Rata with the Preferred Securities except that
where an Event of Default occurs and is continuing, the rights of Holders of
Common Securities to payment in respect of Distributions and payments upon
liquidation, redemption or otherwise are subordinate to the rights of Holders
of the Preferred Securities.
8. Mergers, Consolidations or Amalgamations. The Trust may
not consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets to, any corporation or other body.
9. Transfers, Exchanges, Method of Payments. Payment of
Distributions and payments on redemption of the Common Securities will be
payable, the transfer of the Common Securities will be registrable, and Common
Securities will be exchangeable for Common Securities of other denominations of
a like aggregate liquidation amount, at the principal corporate trust office of
the Institutional Trustee in The City of New York; provided that payment of
Distributions may be made at the option of the Regular Trustees on behalf of
the Trust by check mailed to the address of the persons entitled thereto and
that the payment on redemption of any Common Security will be made only upon
surrender of such Common Security to the Institutional Trustee. Notwithstanding
the foregoing, transfers of Common Securities are subject to conditions set
forth in Section 9.1(c) of the Declaration.
10. Acceptance of Indenture. Each Holder of Common
Securities, by the acceptance thereof, agrees to the provisions of the
Indenture and the Debentures, including the subordination provisions thereof.
11. No Preemptive Rights. The Holders of Common Securities
shall have no preemptive rights to subscribe to any additional Common
Securities or Preferred Securities.
12. Miscellaneous. These terms shall constitute a part of
the Declaration. The Trust will provide a copy of the Declaration and the
Indenture to a Holder without charge on written request to the Trust at its
principal place of business.
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Annex I
TRANSFER OF THIS CERTIFICATE
IS SUBJECT TO THE CONDITIONS
SET FORTH IN THE DECLARATION
REFERRED TO BELOW
Certificate Number Number of Common Securities
C-1 ______
Certificate Evidencing Common Securities
of
Ford Motor Company Capital Trust I
9% Trust Originated Common Securities
(liquidation amount $25 per Common Security)
Ford Motor Company Capital Trust I, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), hereby certifies
that Ford Motor Company (the "Holder") is the registered owner of
_____________________________ (______) common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 9% Trust Originated Common Securities (liquidation amount $25
per Common Security) (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions set forth in
the Declaration (as defined below) including, without limitation Section 9.1(c)
thereof. The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust of the Trust dated as of December 8, 1995, as
the same may be amended from time to time (the "Declaration") including the
designation of the terms of Common Securities as set forth in Exhibit C
thereto. The Common Securities and the Preferred Securities issued by the Trust
pursuant to the Declaration represent undivided beneficial interests in the
assets of the Trust, including the Debentures (as defined in the Declaration)
issued by Ford Motor Company, a Delaware corporation, to the Trust pursuant to
the Indenture referred to in the Declaration. The Trust will furnish a copy of
the Declaration and the Indenture to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.
The Holder of this Certificate, by accepting this Certificate,
is deemed to have agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) as and to the extent
provided in the Indenture.
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Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, the Trustees of the Trust have executed
this certificate this ____ day of ____, 1995.
FORD MOTOR COMPANY CAPITAL TRUST I
By: _________________________
Name:
Title: Trustee
By: _________________________
Name:
Title: Trustee
Dated:
Countersigned and Registered:
CHEMICAL BANK,
Transfer Agent and Registrar
By:___________________________
Authorized Signature
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfer this Common Security
Certificate to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably constitutes and appoints _______________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
attorney to transfer this Common Security Certificate on the books of the
within-named Trust with full power of substitution in the premises.
Dated: ____________________________
Signature: ________________________
(Sign exactly as your name appears on the other side of this Common Security
Certificate)
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Exhibit 4.8
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of December 8, 1995, is executed
and delivered by Ford Motor Company, a Delaware corporation (the "Guarantor"),
and The Bank of New York as the initial Guarantee Trustee (as defined herein)
for the benefit of the Holders (as defined herein) from time to time of the
Preferred Securities (as defined herein) of Ford Motor Company Capital Trust I,
a Delaware statutory business trust (the "Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of December 8, 1995 among the trustees of the Issuer
named therein, Ford Motor Company, as Sponsor, and the Holders from time to
time of undivided beneficial interests in the assets of the Issuer, the Issuer
is issuing as of the date hereof in accordance with the Offer (as defined
herein) $_______ aggregate liquidation amount of its 9% Trust Originated
Preferred Securities (the "Preferred Securities") representing undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in Exhibit B to the Declaration;
WHEREAS, the Preferred Securities will be issued by the Issuer upon
deposit of the Guarantor's Debentures (as defined herein) with the Issuer as
trust assets; and
WHEREAS, as incentive for the Holders to exchange Series B Depositary
Shares ("Depositary Shares") representing 1/2,000 of a share of Guarantor's
Series B Preferred Stock (as defined herein) for Preferred Securities pursuant
to the Offer, the Guarantor desires to irrevocably and unconditionally agree,
to the extent set forth herein, to pay to the Holders of the Preferred
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the exchange of Depositary Shares
for Preferred Securities, which exchange the Guarantor hereby agrees shall
benefit the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time of the Preferred
Securities.
ARTICLE I
SECTION 1.1 Definitions.
(a) Capitalized terms used in this Guarantee Agreement but not
defined in the preamble above have the respective meanings assigned to them in
this Section 1.1;
(b) a term defined anywhere in this Guarantee Agreement has the
same meaning throughout;
(c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;
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(d) all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;
(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires; and
(f) a reference to the singular includes the plural and vice versa.
"Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.
"Commission" means the United States Securities and Exchange
Commission.
"Common Securities" means the securities representing undivided
beneficial interests in the assets of the Issuer, having the terms set forth in
Exhibit C to the Declaration.
"Covered Person" means any Holder of Preferred Securities.
"Debentures" means the series of Junior Subordinated Debentures issued
by the Guarantor under the Indenture and entitled the "9% Junior Subordinated
Debentures due 2025".
"Distributions" means the periodic distributions and other payments
payable to Holders of Preferred Securities in accordance with the terms of the
Preferred Securities set forth in Exhibit B to the Declaration.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement.
"Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Preferred Securities,
to the extent not paid or made by the Issuer: (i) any accrued and unpaid
Distributions and the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price"), with respect
to the Preferred Securities called for redemption by the Issuer but if and only
to the extent that in each case the Guarantor has made a payment to the Trust
of interest or principal on the Debentures and (ii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to Holders or the redemption of
all the Preferred Securities upon the maturity or redemption of the Debentures
as provided in the Declaration), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid Distributions on the Preferred
Securities to the date of payment, to the extent the Issuer has funds available
therefor, and (b) the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").
"Guarantee Trustee" means The Bank of New York until a Successor
Guarantee Trustee has been appointed and accepted such appointment pursuant to
the terms of this Guarantee Agreement, and thereafter means each such
Successor Guarantee Trustee.
"Holder" shall mean any holder, as registered on the books and records
of the Issuer, of any Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holder"
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shall not include the Guarantor or any entity directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Guarantor.
"Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members,
partners, employees, representatives or agents of the Guarantee Trustee.
"Indenture" means the Indenture dated as of December 1, 1995 between
the Guarantor and The Bank of New York, as trustee, and the First Supplemental
Indenture thereto dated such date, pursuant to which the Debentures are to be
issued.
"Majority in liquidation amount of the Preferred Securities" means,
except as otherwise required by the Trust Indenture Act, Holder(s) of
outstanding Preferred Securities voting together as a single class, who are the
record owners of Preferred Securities whose liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) represents more than 50% of the liquidation amount of all
outstanding Preferred Securities.
"Offer" means the offer by the Issuer to exchange Preferred Securities
for outstanding Depositary Shares in consideration for the deposit by the
Guarantor of Debentures as trust assets of the Issuer, all as described in a
Prospectus dated [ ], 1995.
"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.
"Preferred Securities" has the meaning set forth in the first WHEREAS
clause above.
"Redemption Price" means the amount payable on redemption of the
Preferred Securities in accordance with the terms of the Preferred Securities.
"Responsible Officer" means, with respect to the Guarantee Trustee,
the chairman of the board of directors, the president, any vice-president, any
assistant vice-president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer or assistant trust
officer or any other officer of the Guarantee Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.
"Series A Convertible Preferred Stock" means the Series A Cumulative
Convertible Preferred Stock of the Guarantor.
"Series B Preferred Stock" means the Series B Cumulative Preferred
Stock of the Guarantor.
"Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4.1.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.
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ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act; Application.
(a) This Guarantee Agreement is subject to the provisions of the
Trust Indenture Act that are required to be part of this Guarantee Agreement
and shall, to the extent applicable, be governed by such provisions.
(b) If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by. Sec. 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.
(c) The application of the Trust Indenture Act to this Guarantee
Agreement shall not affect the nature of the Preferred Securities as equity
securities representing undivided beneficial interests in the assets of the
Issuer.
SECTION 2.2 Lists of Holders of Preferred Securities.
(a) The Guarantor shall provide the Guarantee Trustee with such
information as is required under Sec. 312(a) of the Trust Indenture Act at the
times and in the manner provided in Sec. 312(a).
(b) the Guarantee Trustee shall comply with its obligations under
Sec. 310(b), 311 and 312(b) of the Trust Indenture Act.
SECTION 2.3 Reports by the Guarantee Trustee.
Within 60 days after May 15 of each year, the Guarantee Trustee shall
provide to the Holders of the Preferred Securities such reports as are required
by Sec. 313 of the Trust Indenture Act, if any, in the form, in the manner and
at the times provided by Sec. 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the requirements of Sec. 313(d) of the Trust
Indenture Act.
SECTION 2.4 Periodic Reports to Guarantee Trustee.
The Guarantor shall provide to the Guarantee Trustee, the Commission
and the Holders of the Preferred Securities, as applicable, such documents,
reports and information as required by Sec. 314(a)(1)-(3) (if any) of the Trust
Indenture Act and the compliance certificates required by Sec. 314(a)(4) and
(c) of the Trust Indenture Act, any such certificates to be provided in the
form, in the manner and at the times required by Sec. 314(a)(4) and (c) of the
Trust Indenture Act (provided that any certificate to be provided pursuant to
Sec. 314(a)(4) of the Trust Indenture Act shall be provided within 120 days of
the end of each fiscal year of the Issuer).
SECTION 2.5 Evidence of Compliance with Conditions Precedent.
The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this
Guarantee Agreement which relate to any of the matters
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set forth in Sec. 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given pursuant to Sec. 314(c) shall comply with Sec. 314(e) of
the Trust Indenture Act.
SECTION 2.6 Events of Default; Waiver.
(a) Subject to Section 2.6(b), Holders of Preferred Securities may
by vote of at least a Majority in liquidation amount of the Preferred
Securities, (A) direct the time, method and place of conducting any proceeding
for any remedy available to the Guarantee Trustee, or exercising any trust or
power conferred upon by the Guarantee Trustee or (B) on behalf of the Holders
of all Preferred Securities waive any past Event of Default and its
consequences. Upon such waiver, any such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Guarantee Agreement, but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.
(b) The right of any Holder of Preferred Securities to receive
payment of the Guarantee Payments in accordance with this Guarantee Agreement,
or to institute suit for the enforcement of any such payment, shall not be
impaired without the consent of each such Holder.
SECTION 2.7 Disclosure of Information.
The disclosure of information as to the names and addresses of the
Holders of the Preferred Securities in accordance with Sec. 312 of the Trust
Indenture Act, regardless of the source from which such information was
derived, shall not be deemed to be a violation of any existing law, or any law
hereafter enacted which does not specifically refer to Sec. 312 of the Trust
Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of
mailing any material pursuant to a request made under Sec. 312(b) of the Trust
Indenture Act.
SECTION 2.8 Conflicting Interest.
The Declaration shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first provision
contained in Section 310(b) of the Trust Indenture Act.
ARTICLE III
POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
SECTION 3.1 Powers and Duties of the Guarantee Trustee.
(a) This Guarantee Agreement shall be held by the Guarantee
Trustee in trust for the benefit of the Holders of the Preferred Securities.
The Guarantee Trustee shall not transfer its right, title and interest in the
Guarantee Agreement to any Person except a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Guarantee Trustee or to a Holder of Preferred Securities exercising his or her
rights pursuant to Section 5.4. The right, title and interest of the Guarantee
Trustee to the Guarantee Agreement shall vest automatically in each Person who
may hereafter be appointed as Guarantee Trustee in accordance with Article IV.
Such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered.
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(b) If an Event of Default occurs and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders
of the Preferred Securities.
(c) This Guarantee Agreement and all moneys received by the Trust
hereunder in respect of the Guarantee Payments will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of, or for
the benefit of that Guarantee Trustee or its agents or their creditors.
(d) The Guarantee Trustee shall after the occurrence of an Event
of Default, transmit by mail, first class postage prepaid, to the holders of
the Preferred Securities, as their names and addresses appear upon the
register, notice of all Events of Default known to the Guarantee Trustee,
unless such defaults shall have been cured before the giving of such notice;
provided that the Guarantee Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers, of the Guarantee
Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of the Preferred Securities. The Guarantee Trustee
shall not be deemed to have knowledge of any default except any default as to
which the Guarantee Trustee shall have received written notice or a Responsible
Officer charged with the administration of this Guarantee Agreement shall have
obtained written notice.
(e) The Guarantee Trustee shall not resign as a Trustee unless a
Successor Guarantee Trustee has been appointed and accepted that appointment in
accordance with Article IV.
SECTION 3.2 Certain Rights and Duties of the Guarantee Trustee.
(a) The Guarantee Trustee, before the occurrence of an Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6(a)),
the Guarantee Trustee shall exercise such of the rights and powers vested in it
by this Guarantee Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.
(b) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:
(i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may
have occurred:
(A) the duties and obligations of the Guarantee Trustee
shall be determined solely by the express provisions of
this Guarantee Agreement, and the Guarantee Trustee shall
not be liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee
Agreement, and no implied covenants or obligations shall be
read into this Guarantee Agreement against the Guarantee
Trustee; and
(B) in the absence of bad faith on the part of the
Guarantee Trustee, the Guarantee Trustee may conclusively
rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the
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Guarantee Trustee and conforming to the requirements of
this Guarantee Agreement; but in the case of any such
certificates or opinions that by any provision hereof are
specifically required to be furnished to the Guarantee
Trustee, the Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform
to the requirements of this Guarantee Agreement;
(ii) The Guarantee Trustee shall not be liable for any
error of judgement made in good faith by a Responsible
Officer of the Guarantee Trustee, unless it shall have
proved that the Guarantee Trustee was negligent in
ascertaining the pertinent facts;
(iii) the Guarantee Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders
of Preferred Securities as provided herein relating to the
time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee, or exercising
any trust or power conferred upon the Guarantee Trustee
under this Guarantee Agreement; and
(iv) no provision of this Guarantee Agreement shall
require the Guarantee Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any
of its rights or powers, if it shall have reasonable ground
for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this
Guarantee Agreement or adequate indemnity against such risk
or liability is not reasonably assured to it.
(c) Subject to the provisions of Section 3.2(a) and (b):
(i) Whenever in the administration of this Guarantee Agreement,
the Guarantee Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Guarantee Trustee
(unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and
rely upon a certificate, which shall comply with the
provisions of Sec. 314(e) of the Trust Indenture Act,
signed by any authorized officer of the Guarantor;
(ii) The Guarantor Trustee (A) may consult with counsel (which
may be counsel to the Guarantor or any of its
Affiliates and may include any of its employees) selected
by it in good faith and with due care and the written
advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and
protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance
thereon and in accordance with such advice and opinion and
(B) shall have the right at any time to seek instructions
concerning the administration of this Guarantee Agreement
from any court of competent jurisdiction;
(iii) The Guarantee Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and
the Guarantee Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or
attorney appointed by it in good faith and with due care;
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(iv) The Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by
this Guarantee Agreement at the request or direction of any
Holders of Preferred Securities, unless such Holders shall
have offered to the Guarantee Trustee reasonable security
and indemnity against the costs, expenses (including
attorneys' fees and expenses) and liabilities that might be
incurred by it in complying with such request or direction;
provided that nothing contained in this clause (iv) shall
relieve the Guarantee Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured
or waived) to exercise such of the rights and powers vested
in it by this Guarantee Agreement, and to use the same
degree of care and skill in this exercise, as a prudent
person would exercise or use under the circumstances in the
conduct of his or her own affairs; and
(v) Any action taken by the Guarantee Trustee or its
agents hereunder shall bind the Holders of the
Preferred Securities and the signature of the Guarantee
Trustee or its agents alone shall be sufficient and
effective to perform any such action; and no third party
shall be required to inquire as to the authority of the
Guarantee Trustee to so act, or as to its compliance with
any of the terms and provisions of this Guarantee
Agreement, both of which shall be conclusively evidenced by
the Guarantee Trustee's or its agent's taking such action.
SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.
The recitals contained in this Guarantee shall be taken as the
statements of the Guarantor and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee Agreement.
ARTICLE IV
GUARANTEE TRUSTEE
SECTION 4.1 Qualifications.
(a) There shall at all times be a Guarantee Trustee which shall:
(i) not be an Affiliate of the Guarantor; and
(ii) be a corporation organized and doing business under
the laws of the United States of America or any
State or Territory thereof or of the District of
Columbia, or a corporation or Person permitted by the
Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws
to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, and
subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority.
If such corporation publishes reports of condition at
least annually, pursuant to law or to the
requirements of the supervising or examining
authority referred to above, then for the purposes of
this Section 4.1(a)(ii), the combined capital and
surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most
recent report of condition so published.
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If at any time the Guarantee Trustee shall cease to satisfy the
requirements of clauses (i)-(ii) above, the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 4.2. If the
Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Sec. 310(b) of the Trust Indenture Act, the Guarantee Trustee and
the Guarantor shall in all respects comply with the provisions of Sec. 310(b)
of the Trust Indenture Act.
SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustee.
(a) Subject to Section 4.2(b), the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.
(b) The Guarantee Trustee shall not be removed in accordance with
Section 4.2(a) until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1(a) has been
appointed and has accepted such appointment by written instrument executed by
such Successor Guarantee Trustee and delivered to the Guarantor and the
Guarantee Trustee being removed.
(c) The Guarantee Trustee appointed to office shall hold office
until his successor shall have been appointed or until its removal or
resignation.
(d) The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument (a "Resignation Request") in
writing signed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1(a) has been
appointed and has accepted such appointment by instrument executed by such
Successor Guarantee Trustee and delivered to Guarantor and the resigning
Guarantee Trustee.
(e) If no Successor Guarantee Trustee shall have been appointed
and accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of a Resignation Request, the resigning Guarantee
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon after such notice, if
any, as it may deem proper and prescribe, appoint a Successor Guarantee
Trustee.
ARTICLE V
GUARANTEE
SECTION 5.1 Guarantee.
The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer) regardless of any defense, right of set-off or counterclaim
which the Issuer may have or assert. The Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to
the Holders.
SECTION 5.2 Waiver of Notice.
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The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.
SECTION 5.3 Obligations Not Affected.
The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Preferred Securities to
be performed or observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all or
any portion of the Distributions (other than an extension of time for payment
of Distributions that results from the extension of any interest payment period
on the Debentures), Redemption Price, Liquidation Distribution or any other
sums payable under the terms of the Preferred Securities or the extension of
time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part
of the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Issuer or any of the
assets of the Issuer;
(e) any invalidity of, or defect or deficiency in, the Preferred
Securities;
(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances. There
shall be no obligation of the Holders to give notice to, or obtain consent of,
the Guarantor with respect to the happening of any of the foregoing.
SECTION 5.4 Enforcement of Guarantee.
The Guarantor and the Guarantee Trustee expressly acknowledge that (i)
this Guarantee Agreement will be deposited with the Guarantee Trustee to be
held for the benefit of the Holders; (ii) the Guarantee Trustee has the right
to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders
representing not less than a Majority in liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available in respect of this Guarantee Agreement
including the giving of directions to the Guarantee Trustee, or exercising any
trust or other power conferred upon the Guarantee Trustee under this Guarantee
Agreement, and (iv) any Holder may institute a legal proceeding directly
against the Guarantor to enforce such Holder's rights
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under this Guarantee Agreement, without first instituting a legal proceeding
against the Issuer, the Guarantee Trustee, or any other Person.
SECTION 5.5 Guarantee of Payment.
This Guarantee Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by
payment of the Guarantee Payments in full (without duplication of amounts
theretofore paid by the Issuer).
SECTION 5.6 Subrogation.
The Guarantor shall be subrogated to all (if any) rights of the
Holders against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.
SECTION 5.7 Independent Obligations.
The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.3 hereof.
ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION
SECTION 6.1 Limitation of Transactions.
So long as any Preferred Securities remain outstanding, the Guarantor
will not declare or pay any dividend on, or redeem, purchase, acquire or make a
distribution or liquidation payment with respect to, any of its common stock or
preferred stock or any other securities similar to the Preferred Securities or
the Debentures, or make any guarantee payments with respect thereto, if at
such time (i) the Guarantor shall be in default with respect to its Guarantee
Payments or other payment obligations hereunder, (ii) there shall have occurred
and be continuing any event of default under the Indenture or (iii) the
Guarantor shall have given notice of its selection of an Extension Period (as
defined in the Indenture) and such period, or any extension thereof, is
continuing; provided that the Guarantor will be permitted to pay dividends (and
cash in lieu of fractional shares) upon the mandatory conversion of any of its
preferred stock, including its Series A Preferred Stock, in accordance with the
terms of such stock. In addition, so long as any Preferred Securities remain
outstanding, the Guarantor (i) will remain the sole direct or indirect owner of
all of the outstanding Common Securities and shall not cause or permit the
Common Securities to be transferred except to the extent such transfer is
permitted under Section 9.1(c) of the Declaration; provided that any permitted
successor of the Guarantor under the Indenture may succeed to the Guarantor's
ownership of the Common Securities and (ii) will not take any
11
<PAGE> 12
action which would cause the Issuer to cease to be treated as a grantor trust
for United States federal income tax purposes except in connection with a
distribution of Debentures as provided in the Declaration.
SECTION 6.2 Subordination.
This Guarantee Agreement will constitute an unsecured obligation of
the Guarantor and will rank (i) subordinate and junior in right of payment to
all other liabilities of the Guarantor, including the Debentures, except those
made pari passu or subordinate by their terms, and (ii) senior to all capital
stock now or hereafter issued by the Guarantor and to any guarantee now or
hereafter entered into by the Guarantor in respect of any of its capital stock.
ARTICLE VII
TERMINATION
SECTION 7.1 Termination.
This Guarantee Agreement shall terminate and be of no further force
and effect upon full payment of the Redemption Price of all Preferred
Securities, upon the distribution of Debentures to Holders of Preferred
Securities and Common Securities in exchange for all of the Preferred
Securities and Common Securities or upon full payment of the amounts payable in
accordance with the Declaration upon liquidation of the Issuer. Notwithstanding
the foregoing, this Guarantee Agreement will continue to be effective or will
be reinstated, as the case may be, if at any time any Holder must restore
payment of any sums paid with respect to the Preferred Securities or this
Guarantee Agreement.
ARTICLE VIII
LIMITATION OF LIABILITY; INDEMNIFICATION
SECTION 8.1 Exculpation.
(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed
or omitted by such Indemnified Person in good faith and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee Agreement or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.
(b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Preferred Securities
might properly be paid.
12
<PAGE> 13
SECTION 8.2 Indemnification.
(a) To the fullest extent permitted by applicable law, the
Guarantor shall indemnify and hold harmless each Indemnified Person from and
against any loss, damage or claim incurred by such Indemnified Person by reason
of any act or omission performed or omitted by such Indemnified Person in good
faith and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by this Guarantee
Agreement, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of negligence or willful misconduct with respect
to such acts or omissions.
(b) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Guarantor prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Guarantor of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified as authorized in
Section 8.2(a).
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Successors and Assigns.
All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article Eight of the
Indenture, the Guarantor shall not assign its obligations hereunder.
SECTION 9.2 Amendments.
Except with respect to any changes which do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Guarantee Agreement may only be amended with the prior approval of the Holders
of not less than a Majority in liquidation amount of the Preferred Securities.
The provisions of Section 12.2 of the Declaration concerning meetings of
Holders shall apply to the giving of such approval.
SECTION 9.3 Notices.
Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:
13
<PAGE> 14
(a) if given to the Guarantor, to the address set forth below or
such other address as the Guarantor may give notice of to the Holders:
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Facsimile No.: (313) 248-8049
Attention: Treasurer
(b) if given to the Guarantee Trustee, to the address set forth
below or such other address as the Guarantee Trustee may give notice to the
Holders:
The Bank of New York
101 Barclay Street
New York, New York 10286
(c) if given to any Holder of Preferred Securities, at the address
set forth on the books and records of the Issuer.
All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.
SECTION 9.4 Genders.
The masculine, feminine and neuter genders used herein shall include
the masculine, feminine and neuter genders.
SECTION 9.5 Benefit.
This Guarantee Agreement is solely for the benefit of the Holders and
subject to Section 3.1(a) is not separately transferable from the Preferred
Securities.
SECTION 9.6 Governing Law.
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.7 Counterparts.
This Guarantee Agreement may be executed in counterparts, each of
which shall be an original; but such counterparts shall together constitute one
and the same instrument.
14
<PAGE> 15
THIS GUARANTEE AGREEMENT is executed as of the day and year first
above written.
FORD MOTOR COMPANY
By:____________________________
Name:
Title:
THE BANK OF NEW YORK,
as Guarantee Trustee
By:________________________
Name:
Title:
15
<PAGE> 1
Exhibit 8
November 2, 1995
Ford Motor Company
Ford Motor Company Capital Trust I
The American Road
Dearborn, MI 48121
Re: Registration Statement on Form S-4
Registration No. 33-62761
Ladies and Gentlemen:
As Chief Tax Officer of Ford Motor Company, a Delaware corporation
("Ford"), I have acted as counsel for Ford and Ford Motor Company Capital Trust
I, a statutory business trust created under the Business Trust Act of the State
of Delaware (the "Trust"), in connection with the Trust's offer (the "Offer")
to exchange its 9% Trust Originated Preferred Securities (the "Preferred
Securities") for up to 44,600,000 outstanding Series B Depositary Shares
("Depositary Shares") each representing 1/2,000 of a share of Series B
Cumulative Preferred Stock of Ford. In connection therewith, I have prepared
the discussion set forth under the caption "Taxation" (the "Discussion") in the
Prospectus (the "Prospectus") that is part of the Registration Statement on
Form S-4 (Registration No. 33-62761) filed by Ford and the Trust with the
Securities and Exchange Commission.
In rendering my opinion, I have examined the form of Amended and
Restated Declaration of Trust of Ford Motor Company Capital Trust I dated as of
December 8, 1995 (the "Declaration") included as an Exhibit to the Registration
Statement, and have assumed that the Trustees will conduct the affairs of the
Trust in accordance with the Declaration. I hereby confirm my opinion as set
forth in the Discussion, which is a summary of the material United States
federal income tax consequences of the exchange of Depositary Shares for the
Preferred Securities pursuant to the Offer, and of the ownership and
disposition of the Preferred Securities.
<PAGE> 2
- 2 -
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Taxation"
in the Prospectus. 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 Act or the
rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ Dennis E. Ross
--------------------
Dennis E. Ross
<PAGE> 1
EXHIBIT 15
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Capital Trust I and Ford Motor Company Amendment No.
2 to Registration Statement No. 33-62761 on Form S-4
We are aware that our reports dated April 19, 1995 and July 19, 1995
accompanying the unaudited interim financial information of Ford Motor Company
and Subsidiaries for the periods ended March 31, 1995 and 1994, and for the
periods ended June 30, 1995 and 1994, and included in the Ford Motor Company
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June
30, 1995, respectively, are incorporated by reference in this Registration
Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports should not be considered a part of the Registration Statement prepared
or certified by us within the meaning of Sections 7 and 11 of the Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 1, 1995
<PAGE> 1
EXHIBIT 23.1
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Capital Trust I and Ford Motor Company Amendment No. 2
to Registration Statement No. 33-62761 on Form S-4
We consent to the incorporation by reference in this Registration Statement of
our report dated January 27, 1995 on our audits of the consolidated financial
statements of Ford Motor Company at December 31, 1994 and 1993, and for the
years ended December 31, 1994, 1993 and 1992, which report is included in, or
incorporated by reference in, Ford's 1994 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 1, 1995
<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER SERIES B DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B
CUMULATIVE PREFERRED STOCK (THE "DEPOSITARY SHARES"),
OF
FORD MOTOR COMPANY
PURSUANT TO THE OFFER BY FORD MOTOR COMPANY CAPITAL TRUST I TO EXCHANGE
ITS 9% TRUST ORIGINATED PREFERRED SECURITIESSM ("TOPRSSM")
FOR UP TO 44,600,000 OUTSTANDING DEPOSITARY SHARES
THE OFFER, PRORATION PERIOD
AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 8, 1995,
UNLESS THE OFFER IS EXTENDED.
The Exchange Agent for the Offer is:
CHEMICAL BANK
<TABLE>
<S> <C>
By Mail: By Hand:
(registered or certified mail recommended) c/o Chemical Mellon Shareholder Services
c/o Chemical Mellon Shareholder Services Reorganization Department
Midtown Station 120 Broadway, 13th Floor
P.O. Box 837 New York, NY 10271
New York, NY 10018 By Facsimile Transmission:
By Overnight Courier: (For Eligible Institutions Only)
c/o Chemical Mellon Shareholder Services (201) 296-4293
Reorganization Department
85 Challenger Road Confirm by Telephone:
Ridgefield Park, NJ 07660 (201) 296-4209
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Subject to the terms and conditions set forth in the Prospectus and herein,
the Ford Motor Company Capital Trust I (the "Trust") will accept for exchange up
to 44,600,000 Depositary Shares validly tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of Depositary
Shares, either (i) if certificates for Depositary Shares are to be forwarded
herewith or (ii) unless an Agent's Message (as defined in the accompanying
Prospectus of Ford Motor Company ("Ford") and the Trust (as amended or
supplemented (including documents incorporated by reference), the "Prospectus"))
is utilized, if tenders of Depositary Shares are to be made by book-entry
transfer into the account of Chemical Bank, as Exchange Agent (the "Exchange
Agent"), at The Depository Trust Company, Philadelphia Depository Trust Company
and Midwest Securities Trust Company (together, the "Depository Institutions")
pursuant to the procedures described under "The Offer -- Procedures for
Tendering" in the Prospectus. Holders of Depositary Shares who tender Depositary
Shares by book-entry transfer are referred to herein as "Book-Entry
Shareholders."
- ---------------
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
Any holder of Depositary Shares who submits this Letter of Transmittal and
tenders Depositary Shares in accordance with the instructions contained herein
prior to the Expiration Date (as defined in the Prospectus) will thereby have
directed the Trust to deliver its 9% Trust Originated Preferred SecuritiesSM
("TOPrSSM") (the "Preferred Securities") in exchange for such holder's
Depositary Shares and in consideration of the deposit by Ford with the Trust as
trust assets of its 9% Junior Subordinated Debentures due 2025 (the "Junior
Subordinated Debentures") as set forth in the Prospectus. Tenders of Depositary
Shares pursuant to this Letter of Transmittal are subject to withdrawal as
described in the Prospectus under the caption "The Offer -- Withdrawal of
Tenders".
<PAGE> 2
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
- --------------------------------------------------------------------------------------------------------------------
NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) DEPOSITARY SHARES TENDERED
(Please fill in, if blank) (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
Total Shares
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full number of Depositary Shares represented by the tendered certificates.
See Instruction 4.
/ / CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT A DEPOSITORY INSTITUTION AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution.............................................
Check Box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
/ / Midwest Securities Trust Company
Account No...............................................................
Transaction Code No.......................................................
/ / CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Tendering Shareholder(s).......................................
Date of Execution of Notice of Guaranteed Delivery........................
Name of Institution which Guaranteed Delivery.............................
If delivery is by book-entry transfer:
Name of Tendering Institution............................................
Check Box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
/ / Midwest Securities Trust Company
Account No...............................................................
Transaction Code No.......................................................
SOLICITED TENDERS
(SEE INSTRUCTION 11)
Ford will pay to any Soliciting Dealer, as defined in Instruction 11, a
solicitation fee of $0.50 per Depositary Share validly tendered and accepted for
exchange pursuant to the Offer (as herein defined).
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:...................................................................
(PLEASE PRINT)
Name of Individual Broker or Financial Consultant:..............................
Identification Number (if known):...............................................
Address:........................................................................
................................................................................
(INCLUDE ZIP CODE)
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder in connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of the Offer;
(iii) in soliciting tenders of Depositary Shares, it has used no soliciting
materials other than those furnished by Ford and the Trust; and (iv) if it is a
foreign broker or dealer not eligible for membership in the National Association
of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
<PAGE> 3
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with a Depository
Institution, the Soliciting Dealer must return a Notice of Solicited Tenders to
the Exchange Agent to receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Ford Motor Company Capital Trust I, a
Delaware statutory business trust (the "Trust"), the above-described Depositary
Shares, pursuant to the offer by the Trust to exchange its 9% Trust Originated
Preferred Securities(SM) ("TOPrS(SM)") ("Preferred Securities") for up to
44,600,000 Series B Depositary Shares ("Depositary Shares"), each representing
1/2,000 of a share of Series B Cumulative Preferred Stock (the "Series B
Preferred") of Ford Motor Company ("Ford"), upon the terms and subject to the
conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Offer"). Depositary Shares not accepted for
exchange because of proration will be returned.
Subject to and effective upon acceptance for exchange of the Depositary
Shares tendered herewith, the undersigned hereby exchanges, assigns and
transfers to or upon the order of the Trust all right, title and interest in and
to all the Depositary Shares that are being tendered hereby and irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Depositary Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Depositary Shares or transfer ownership of such Depositary Shares on the
account books maintained by a Depository Institution, together, in any such
case, with all accompanying evidences of transfer and authenticity, to the
Exchange Agent for the account of the Trust, (b) present such Depositary Shares
for transfer on the books of Ford and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Depositary Shares, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Depositary
Shares and the underlying Series B Preferred tendered hereby and to acquire
Preferred Securities issuable upon the exchange of such tendered Depositary
Shares and that, when the undersigned's Depositary Shares are accepted for
exchange, the Trust will acquire good and unencumbered title to such tendered
Depositary Shares and the underlying Series B Preferred, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Depositary Shares or transfer
ownership of such Depositary Shares.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Depositary Shares pursuant to
any one of the procedures described in "The Offer -- Procedures for Tendering"
in the Prospectus and in the instructions hereto will constitute agreements
between the undersigned and the Trust upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated under "Special Exchange Instructions", please
cause Preferred Securities to be issued, and return any Depositary Shares not
tendered or not accepted for exchange, in the name(s) of the undersigned (and,
in the case of Depositary Shares tendered by book-entry transfer, by credit to
the account at a Depository Institution). Similarly, unless otherwise indicated
under "Special Delivery Instructions", please mail any certificates for
Depositary Shares not tendered or not accepted for exchange (and accompanying
documents, as appropriate), and any certificates for Depositary Shares, to the
undersigned at the address shown below the undersigned's signature(s). If both
"Special Exchange Instructions" and "Special Delivery Instructions" are
completed, please cause Preferred Securities to be issued, and return any
Depositary Shares not tendered or not accepted for exchange, in the name(s) of,
and deliver any certificates for such Depositary Shares to, the person(s) so
indicated (and in the case of Depositary Shares tendered by book-entry transfer,
by credit to the account at the Depository Institution so indicated). The
undersigned recognizes that the Trust has no obligation, pursuant to the
"Special Exchange Instructions", to transfer any Depositary Shares from the name
of the registered holder(s) thereof if the Trust does not accept for exchange
any of the Depositary Shares so tendered.
<PAGE> 4
- --------------------------------------------------------------
- --------------------------------------------------------------
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Preferred
Securities are to be issued, or certificates for Depositary
Shares not tendered or not accepted for exchange are to be
issued, in the name of someone other than the undersigned.
Issue / / certificates for Preferred Securities in name of:
/ / certificates for Depositary Shares to:
Name: .....................................................
(PLEASE PRINT)
Address: .................................................
...........................................................
(ZIP CODE)
...........................................................
(TAXPAYER IDENTIFICATION NO.)
- --------------------------------------------------------------
- --------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
X .......................................................................
X .......................................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................... , 1995
Name(s) ................................................................
.........................................................................
(PLEASE PRINT)
Capacity (full title) ...................................................
Address .................................................................
.................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone No. ............................................
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Depositary Shares or on a security position listing or
by person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ....................................................
Name ....................................................................
Title ...................................................................
Address .................................................................
Name of Firm ............................................................
Area Code and Telephone Number ..........................................
Dated ............................................................ , 1995
- --------------------------------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificates for Depositary
Shares not tendered or not accepted for exchange, or
certificates for Preferred Securities, are to be mailed to
someone other than the undersigned, or to the
undersigned at an address other than that shown below the
undersigned's signature(s).
Mail / / certificates for Depositary Shares to:
/ / certificates for Preferred Securities to:
Name: ...................................................
(PLEASE PRINT)
Address: ................................................
.........................................................
(ZIP CODE)
----------------------------------------------------------
----------------------------------------------------------
<PAGE> 5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (i) if tendered Depositary Shares are registered in the
name(s) of the undersigned and the Preferred Securities to be issued in exchange
therefor are to be issued (and any Depositary Shares not tendered or not
accepted for exchange are to be returned) in the name of the registered
holder(s) (which term, for the purposes described herein, shall include any
participant in a Depository Institution whose name appears on a security listing
as the owner of Depositary Shares) and (ii) such holder(s) have not completed
the instruction entitled "Special Exchange Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal. If the tendered Depositary Shares
are registered in the name(s) of someone other than the undersigned or if the
Preferred Securities to be issued in exchange therefor are to be issued (or
Depositary Shares not tendered or not accepted for exchange are to be returned)
in the name of any other person, such tendered Depositary Shares must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to the Trust and duly executed by the registered holder, and the signature on
the endorsement or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND DEPOSITARY SHARES. This Letter of
Transmittal is to be completed by holders of Depositary Shares either if
certificates are to be forwarded herewith or, unless an Agent's Message (as
defined in the Prospectus) is utilized, if tenders are to be made pursuant to
the procedure for tender by book-entry transfer set forth under "The Offer --
Procedures for Tendering" and "-- Book-Entry Transfer" in the Prospectus.
Certificates for Depositary Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Depositary Shares into the
Exchange Agent's account at a Depository Institution, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message in the case of a
book-entry delivery, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at one of its addresses set
forth herein prior to the Expiration Date.
If a holder of Depositary Shares desires to participate in the Offer and
time will not permit this Letter of Transmittal or Depositary Shares to reach
the Exchange Agent before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if the
Exchange Agent has received at one of the addresses set forth herein prior to
the Expiration Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of the tendering Holder,
the name(s) in which the Depositary Shares are registered and, if the Depositary
Shares are held in certificated form, the certificate numbers of the Depositary
Shares to be tendered, and stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of such letter, telegram or facsimile transmission
by the Eligible Institution, the Depositary Shares in proper form for transfer
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents), or a confirmation of book-entry transfer of such
Depositary Shares into the Exchange Agent's account at a Depository Institution,
will be delivered by such Eligible Institution. Unless the Depositary Shares
being tendered by the above-described method are deposited with the Exchange
Agent within the time period set forth above (accompanied or preceded by a
properly completed Letter of Transmittal and any other required documents) or a
confirmation of book-entry transfer of such Depositary Shares into the Exchange
Agent's account at a Depository Institution in accordance with such Depositary
Institution's Automated Tender Offer Program ("ATOP") procedures is received,
the Trust may, at its option, reject the tender.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A DEPOSITORY INSTITUTION, IS AT THE OPTION
AND RISK OF THE TENDERING SHAREHOLDER. IF CERTIFICATES FOR DEPOSITARY SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Depositary Shares will be accepted for exchange. By executing this
Letter of Transmittal (or facsimile hereof), the tendering holder waives any
right to receive any notice of the acceptance of the Depositary Shares for
exchange.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Depositary Shares should be listed on a
separate signed schedule attached hereto.
4. PARTIAL TENDERS. (Not applicable to Book-Entry Shareholders) If fewer
than all the Depositary Shares represented by any certificate delivered to the
Exchange Agent are to be tendered, fill in the number of Depositary Shares which
are to be tendered in the box entitled "Number of Shares Tendered". In such
case, a new certificate for the remainder of the Depositary Shares represented
by the old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as promptly as practicable following the Expiration Date. All
Depositary Shares represented by certificates delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
<PAGE> 6
If any of the Depositary Shares tendered hereby are held of record by two
or more persons, all such persons must sign this Letter of Transmittal.
If any of the Depositary Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, no endorsements of certificates or separate
stock powers are required unless Preferred Securities issued in exchange
therefor are to be issued, or Depositary Shares not tendered or not exchanged
are to be returned, in the name of any person other than the registered
holder(s). Signatures on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Depositary Shares tendered hereby, certificates must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Depositary Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Trust of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. Ford will pay all stock transfer taxes, if any,
applicable to the exchange of any Depositary Shares pursuant to the Offer. If,
however, certificates representing Preferred Securities or Depositary Shares not
tendered or accepted for exchange are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of the Depositary
Shares tendered or if a transfer tax is imposed for any reason other than the
exchange of Depositary Shares pursuant to the Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
7. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS. If certificates representing
Preferred Securities are to be issued in the name of, or any Depositary Shares
not tendered or not accepted for exchange are to be issued or to be returned to,
a person other than the person(s) signing this Letter of Transmittal or any
certificates for Preferred Securities or certificates for Depositary Shares not
tendered or not accepted for exchange are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed.
8. SUBSTITUTE FORM W-9. Under the federal income tax laws, the Trust may be
required to withhold 31% of the amount of any payments made to certain
shareholders with respect to the Preferred Securities. In order to avoid such
backup withholding, each tendering shareholder, and, if applicable, each other
payee, must provide such shareholder's or payee's correct taxpayer
identification number and certify that such shareholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Trust is not provided with the correct taxpayer identification numbers, the
shareholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain shareholders or payees (including, among others, all
corporations and certain foreign individual(s)) are not subject to these backup
withholding and reporting requirements. In order to satisfy the Trust that a
foreign individual qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the Exchange
Agent. For further information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Depositary Shares are held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Trust from time to time in accordance with, and subject to the limitations
described in, the Prospectus, provided that acceptance of Depositary Shares
validly tendered in the Offer is subject to the condition that as of the
Expiration Date there be at least 400 record or beneficial holders of at least
1,000,000 Preferred Securities to be issued in exchange for such Depositary
Shares, which condition may not be waived.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or additional copies of the Prospectus and this Letter of Transmittal may be
obtained from the Dealer Managers or the Information Agent at their respective
addresses or telephone numbers set forth below.
11. SOLICITED TENDERS. Ford will pay to a Soliciting Dealer (as defined
herein) a solicitation fee of $0.50 per Depositary Share validly tendered and
accepted for exchange pursuant to the Offer. For purposes of this Instruction
11, "Soliciting Dealer" includes (i) any broker or dealer in securities,
including the Dealer Manager in its capacity as a dealer or broker, who is a
member of any national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD who agrees to conform to the NASD's Rules of
Fair Practice in soliciting tenders outside the United States to the same extent
as though it were an NASD member, or (iii) any bank or trust company, any one of
whom has solicited and obtained a tender pursuant to the Offer. No such fee
shall be payable to a Soliciting Dealer in respect of Depositary Shares
registered in the name of such Soliciting Dealer unless such Depositary Shares
are held by such Soliciting Dealer as nominee and such Depositary Shares are
being tendered for the benefit of one or more beneficial owners identified on
the Letter of Transmittal or on the
<PAGE> 7
Notice of Solicited Tenders (included in the materials provided to brokers and
dealers). No solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender of Depositary Shares unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer as such in the box
captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with a Depository
Institution, the Soliciting Dealer must return a Notice of Solicited Tenders to
the Exchange Agent within three NYSE trading days after the Expiration Date in
order to receive a solicitation fee. No solicitation fee shall be payable to a
Soliciting Dealer in respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Depositary Shares are held by such Soliciting Dealer as nominee and
such Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting Dealer
with respect to the tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer.
<PAGE> 8
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYER'S NAME: CHEMICAL BANK
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------------------
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name of person or entity whose number you furnish in
Part I below):
- ---------------------------------------------------------------------------------------------------------------------------------
Check appropriate box: / / Individual/Sole proprietor / / Corporation / / Partnership / / Other
-----------
- ---------------------------------------------------------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.):
-----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
City, state, and ZIP code:
---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PART II PAYEES EXEMPT FROM BACKUP
WITHHOLDING
Check box (See page 2 of the Guidelines
for further clarification. Even if you
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN") are exempt from backup withholding, you
Enter your TIN below. For individuals, this is your social security number. For other should still complete and sign the
entities, it is your employer identification number. Refer to the chart on page 1 certification below):
of the Guidelines for Certification of Taxpayer Identification Number on / / EXEMPT
Substitute Form W-9 (the "Guidelines") for further clarification. If you do not have
a TIN, see instructions on how to obtain a TIN on page 2 of the Guidelines, check the
appropriate box below indicating that you have applied for a TIN and, in addition to
the Part III Certification, sign the attached Certification of Awaiting Taxpayer
Identification Number.
Social Security Number:
/ / / / / / - / / / / - / / / / / / / / / / Applied For
Employer Identification Number:
/ / / / - / / / / / / / / / / / / / /
- ---------------------------------------------------------------------------------------------------------------------------------
PART III CERTIFICATION
Certification Instructions: You must cross out Item 2 below if you have been notified by the Internal Revenue Service (the "IRS")
that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return (See page
2 of the Guidelines for further clarification).
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),
and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by
the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
Signature Date
------------------------------------------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9
MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO
YOU WITH RESPECT TO THE PREFERRED SECURITIES. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE
BOX "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) I intend
to mail or deliver an application in the near future. I understand that I must
provide a TIN to the payer within 60 days of submitting this Substitute Form W-9
and that if I do not provide a TIN to the payer within 60 days, the payer is
required to withhold 31% of all reportable payments thereafter to me until I
furnish the payer with a TIN.
Signature Date
--------------------------------------------- --------------
FORD MOTOR COMPANY CAPITAL TRUST I
c/o Ford Motor Company
The American Road
Dearborn, Michigan 48121
<PAGE> 9
THE INFORMATION AGENT FOR THE OFFER IS:
(LOGO)
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
THE DEALER MANAGERS FOR THE OFFER ARE:
MERRILL LYNCH & CO.
World Financial Center
North Tower -- Seventh Floor
New York, New York 10281
(212) 236-4565 (Collect)
<TABLE>
<S> <C>
DEAN WITTER REYNOLDS INC. A.G. EDWARDS & SONS, INC.
2 World Trade Center 1 North Jefferson
65th Floor St. Louis, Missouri 63103-2205
New York, New York 10048 (800) 640-1705 (Toll-Free)
(800) 488-4490 (Toll-Free)
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
85 Broad Street 3 World Financial Center
New York, New York 10004 New York, New York 10285
(800) 828-3182 (Toll-Free) (800) 438-3242 (Toll-Free)
PAINEWEBBER INCORPORATED SMITH BARNEY INC.
1285 Avenue of the Americas 388 Greenwich Street
New York, New York 10019 New York, New York 10013
(800) 324-0210 (Toll-Free) (800) 813-3754 (Toll-Free)
</TABLE>
November 3, 1995
<PAGE> 1
EXHIBIT 99.3
FORD MOTOR COMPANY CAPITAL TRUST I
OFFER TO EXCHANGE ITS
9% TRUST ORIGINATED PREFERRED SECURITIESSM ("TOPRSSM")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY FORD MOTOR COMPANY)
FOR UP TO 44,600,000 OUTSTANDING SERIES B DEPOSITARY SHARES
(CUSIP 345 370 407), EACH REPRESENTING 1/2,000 OF A SHARE OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
FORD MOTOR COMPANY
November 3, 1995
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We have been appointed by Ford Motor Company, a Delaware corporation
("Ford"), and Ford Motor Company Capital Trust I, a Delaware statutory business
trust (the "Trust"), to act as Dealer Managers in connection with the offer by
the Trust to exchange, upon the terms and subject to the conditions set forth in
the Prospectus referred to below and the related Letter of Transmittal (which
together constitute the "Offer"), its 9% Trust Originated Preferred SecuritiesSM
("TOPrSSM") (the "Preferred Securities") for up to 44,600,000 Series B
Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a
share of Series B Cumulative Preferred Stock of Ford, that are validly tendered
and accepted for exchange pursuant to the Offer. In connection with the Offer,
Ford will deposit in the Trust as trust assets its 9% Junior Subordinated
Debentures due 2025 as set forth in the Prospectus referred to below.
Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer. Depositary Shares not accepted for exchange because of proration will
be returned.
The Trust will accept for exchange all Depositary Shares validly tendered
and not withdrawn, upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to proration described in the
Prospectus dated November 3, 1995 (the "Prospectus").
For your information and for forwarding to your clients for whom you hold
Depositary Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Prospectus;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Depositary Shares and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date (as defined in the Prospectus), or the
book-entry transfer of the Depositary Shares cannot be completed by the
Expiration Date;
- ---------------
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
4. A form of letter that may be sent to your clients for whose accounts you
hold Depositary Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions and designation of
Soliciting Dealer with regard to the Offer;
5. A letter from the Chairman of Ford to holders of Depositary Shares that
may be sent to your clients;
6. A Question and Answers pamphlet that may be sent to your clients; and
7. A return envelope addressed to Chemical Bank, the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 8, 1995, UNLESS THE OFFER IS EXTENDED.
NEITHER THE BOARD OF DIRECTORS OF FORD, FORD, THE TRUSTEES NOR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES ARE URGED
TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Ford will pay a solicitation fee of $0.50 per Depositary Shares for any
Depositary Shares validly tendered and accepted for exchange and exchanged
pursuant to the Offer and covered by a Letter of Transmittal which designates,
as having solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including each Dealer Manager in its capacity as a broker
or dealer, which is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign
broker or dealer not eligible for membership in the NASD which agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (iii) any bank or
trust company (each of which is referred to herein as a "Soliciting Dealer"). No
solicitation fee shall be payable to a Soliciting Dealer with respect to the
tender of Depositary Shares by a holder unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer as such in the box
captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with The Depository Trust
Company, Midwest Securities Trust Company or Philadelphia Depository Trust
Company, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. Such Notice of Solicited
Tenders is attached hereto on page 4. No solicitation fee shall be payable to a
Soliciting Dealer in respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Depositary Shares are held by such Soliciting Dealer as nominee and
such Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting Dealer
with respect to the tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Ford, the Trust, the
Trustees, the Exchange Agent, the Information Agent or the Dealer Managers for
purposes of the Offer.
Ford will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers. Ford will pay all stock transfer
taxes applicable to the acceptance of Depositary Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
2
<PAGE> 3
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF FORD, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER MANAGERS,
THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
3
<PAGE> 4
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you have solicited.
All Depositary Shares beneficially owned by a beneficial owner, whether in one
account or several, and in however many capacities, must be aggregated for
purposes of completing the tables below. Any questions as to what constitutes
beneficial ownership should be directed to the Exchange Agent. If the space
below is inadequate, list the Depositary Shares on a separate signed schedule
and affix the list to this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE
THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY EXCHANGE AGENT".
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS SET
FORTH ON THE BACK COVER OF THE PROSPECTUS. ALL QUESTIONS CONCERNING THE NOTICES
OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE PROSPECTUS.
<TABLE>
<CAPTION>
TO BE TO BE TO BE
COMPLETED COMPLETED TO BE COMPLETED
BY THE BY THE COMPLETED ONLY BY
SOLICITING SOLICITING ONLY BY EXCHANGE
DEALER DEALER EXCHANGE AGENT AGENT
---------------- ---------- ---------------- ---------
NUMBER OF SHARES VOI TICKET NUMBER OF SHARES FEE $0.50
BENEFICIAL OWNERS TENDERED NUMBER* ACCEPTED PER SHARE
- ------------------------------------------ ---------------- ---------- ---------------- ---------
<S> <C> <C> <C> <C>
Beneficial Owner No. 1....................
------- ---------- ------- ---------
Beneficial Owner No. 2....................
------- ---------- ------- ---------
Beneficial Owner No. 3....................
------- ---------- ------- ---------
Beneficial Owner No. 4....................
------- ---------- ------- ---------
Beneficial Owner No. 5....................
------- ---------- ------- ---------
Total................................
------- ---------- ------- ---------
</TABLE>
- ---------------
* Complete if Depositary Shares delivered by book-entry transfer.
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus; (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than those
furnished by Ford or the Trust; and (iv) if it is a foreign broker or dealer not
eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
<TABLE>
<S> <C>
- --------------------------------------------- ---------------------------------------------
Printed Firm Name Address
- --------------------------------------------- ---------------------------------------------
Authorized Signature Attention
- --------------------------------------------- ---------------------------------------------
Area Code and Telephone Number City, State, Zip Code
</TABLE>
4
<PAGE> 1
EXHIBIT 99.4
FORD MOTOR COMPANY CAPITAL TRUST I
OFFER TO EXCHANGE ITS
9% TRUST ORIGINATED PREFERRED SECURITIESSM ("TOPRSSM")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY FORD MOTOR COMPANY)
FOR UP TO 44,600,000 OUTSTANDING SERIES B DEPOSITARY SHARES
(CUSIP 345 370 407), EACH REPRESENTING 1/2,000 OF A SHARE OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
FORD MOTOR COMPANY
November 3, 1995
To Our Clients:
Enclosed for your consideration are the Prospectus dated November 3, 1995
(the "Prospectus") and the related Letter of Transmittal (which together
constitute the "Offer") in connection with the Offer by Ford Motor Company
Capital Trust I, a Delaware statutory business trust (the "Trust"), to exchange
its 9% Trust Originated Preferred SecuritiesSM ("TOPrSSM") (the "Preferred
Securities") for up to 44,600,000 outstanding Series B Depositary Shares (the
"Depositary Shares"), each representing 1/2,000 of a Share of Series B
Cumulative Preferred Stock of Ford Motor Company, a Delaware corporation
("Ford"), that are validly tendered and accepted for exchange pursuant to the
Offer. In connection with the Offer, Ford will deposit in the Trust as trust
assets its 9% Junior Subordinated Debentures due 2025 as set forth in the
Prospectus.
Pursuant to the Offer, exchanges will be made on the basis of one (1)
Preferred Security for each Depositary Share validly tendered and accepted for
exchange in the Offer. Depositary Shares not accepted for exchange because of
proration will be returned.
The Trust will accept for exchange up to 44,600,000 Depositary Shares
validly tendered and not withdrawn, upon the terms and subject to the conditions
of the Offer, including the provisions thereof relating to proration described
in the Prospectus. We are the holder of record of Depositary Shares held for
your account. A tender of such Depositary Shares can be made only by us as the
holder of record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Depositary Shares held by us for your account.
- ---------------
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
We request instructions as to whether you wish us to tender any or all of
the Depositary Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal. We
also request that you designate, in the box captioned "Soliciting Tenders", any
Soliciting Dealer who solicited your tender of Depositary Shares.
Your attention is invited to the following:
1. The Offer, the proration period and withdrawal rights expire at
12:00 Midnight, New York City time, on December 8, 1995, unless the Offer
is extended.
2. Consummation of the Offer is conditioned on, among other things,
(i) receipt of at least 12,000,000 validly tendered Depositary Shares
(which condition may be waived by the Trust) and (ii) tenders by a
sufficient number of holders of Depositary Shares such that there be at
least 400 record or beneficial holders of at least 1,000,000 Preferred
Securities to be issued in exchange for such Depositary Shares (the
"Minimum Distribution Condition") (which condition may not be waived).
3. The Trust expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate the Offer and not accept for
exchange any Depositary Shares and promptly return all Depositary Shares
upon the failure of any of the conditions specified above and in "The Offer
-- Conditions to the Offer" in the Prospectus, (ii) waive any condition to
the Offer (other than the Minimum Distribution Condition) and accept all
Depositary Shares previously tendered pursuant to the Offer, (iii) extend
the Expiration Date of the Offer, and retain all Depositary Shares tendered
pursuant to such Offer until the Expiration Date, subject, however, to all
withdrawal rights of holders; see "The Offer -- Withdrawal of Tenders" in
the Prospectus, (iv) amend the terms of the Offer or (v) modify the form of
the consideration to be paid pursuant to the Offer. Any amendment
applicable to the Offer will apply to all Depositary Shares tendered
pursuant to the Offer. The minimum period during which the Offer must
remain open following material changes in the terms of the Offer or the
information concerning the Offer, other than a change in the amount of
Depositary Shares sought for exchange or an increase or decrease in the
consideration offered to holders of Depositary Shares, depends upon the
facts and circumstances, including the relative materiality of such terms
or information. See "The Offer -- Expiration Date; Extensions; Amendments;
Termination" in the Prospectus.
4. Any stock transfer taxes applicable to the exchange of Depositary
Shares pursuant to the Offer will be paid by Ford, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Please note that a Question and Answer pamphlet regarding the Preferred
Securities is enclosed for your information.
If you wish to have us tender any or all of your Depositary Shares, please
so instruct us by completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Depositary
Shares, all such Depositary Shares will be tendered unless otherwise specified
on the detachable part hereof. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf by the Expiration
Date.
As described in the Prospectus, if fewer than all Depositary Shares validly
tendered prior to the Expiration Date are to be accepted by the Trust, the Trust
will accept Depositary Shares from each tendering holder on a pro rata basis,
subject to adjustment to avoid the acceptance for exchange of fractional shares.
2
<PAGE> 3
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE
OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE
MADE ON BEHALF OF THE TRUST BY MERRILL LYNCH & CO., DEAN WITTER REYNOLDS INC.,
A.G. EDWARDS & SONS, INC., GOLDMAN, SACHS & CO., LEHMAN BROTHERS, PAINEWEBBER
INCORPORATED AND SMITH BARNEY INC. OR ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
INSTRUCTIONS WITH RESPECT TO THE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated November 3, 1995 and the related Letter of Transmittal in
connection with the Offer by the Trust to exchange its Preferred Securities for
up to 44,600,000 Depositary Shares of Ford that are validly tendered and
accepted for exchange. Pursuant to the Offer, exchanges will be made on the
basis of one Preferred Security for each Depositary Share validly tendered and
accepted for exchange in the Offer. Depositary Shares not accepted for exchange
because of proration will be returned.
This will instruct you to tender the number of Depositary Shares indicated
below held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal.
/ / By checking this box, all Depositary Shares held by you for our account,
including fractional shares, will be tendered in the Offer. If fewer than
all Depositary Shares are to be tendered, we have checked the box below and
indicated the aggregate number of Depositary Shares to be tendered by you.
/ / shares*
- ---------------
* Unless otherwise indicated, it will be assumed that all Depositary Shares held
by us for your account are to be tendered.
[SEE OTHER SIDE]
3
<PAGE> 4
Please designate in the box below any Soliciting Dealer who solicited your
tender.
- --------------------------------------------------------------------------------
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:
Name of Firm:
---------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant:
---------------------------------------
Identification Number (if known):
---------------------------------------
Address:
--------------------------------------
----------------------------------------------
(INCLUDE ZIP CODE)
SIGN HERE
<TABLE>
<S> <C>
X
------------------------------------------ ------------------------------------------
X
------------------------------------------ ------------------------------------------
SIGNATURE(S) PLEASE PRINT NAME(S) AND
Dated ADDRESS(ES) HERE
------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
4
<PAGE> 1
EXHIBIT 99.7
This is neither an offer to exchange or sell nor a solicitation of an offer to
exchange or buy any of these securities. The Offer is made only by the
Prospectus and the related Letter of Transmittal and the Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of the
securities in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities or blue sky laws of such jurisdiction.
In any jurisdiction where the securities or blue sky laws require the Offer to
be made by a licensed broker or dealer, the Offer is being made on behalf of
the Trust by Merrill Lynch & Co., Dean Witter Reynolds Inc., A. G. Edwards &
Sons, Inc., Goldman, Sachs & Co., Lehman Brothers, PaineWebber Incorporated,
Smith Barney Inc. or one or more other brokers or dealers which are licensed
under the laws of such jurisdiction.
Notice of Offer to Holders of
FORD MOTOR COMPANY
Series B Depositary Shares, each representing 1/2,000 of a share of
Series B Cumulative Preferred Stock
Ford Motor Company Capital Trust I, a Delaware statutory business
trust (the "Trust"), is offering, upon the terms and subject to the conditions
set forth in its Prospectus dated November 3, 1995 (the "Prospectus") and the
accompanying Letter of Transmittal (the "Letter of Transmittal" which, together
with the Prospectus, constitute the "Offer"), to exchange its 9% Trust
Originated Preferred Securities(SM) ("TOPrS(SM)") (the "Preferred Securities")
for up to 44,600,000 of the outstanding Series B Depositary Shares ("Depositary
Shares") each representing 1/2,000 of a share of Series B Cumulative Preferred
Stock (the "Series B Preferred") of Ford Motor Company, a Delaware corporation
("Ford"). Exchanges will be made on the basis of one Preferred Security for
each Depositary Share validly tendered and accepted for exchange in the Offer.
Depositary Shares not accepted for exchange because of proration will be
returned. In connection with the Offer, Ford will deposit in the Trust as
trust assets its 9% Junior Subordinated Debentures due 2025, as set forth in
the Prospectus.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 8, 1995, UNLESS THE OFFER IS
EXTENDED.
NEITHER THE BOARD OF DIRECTORS OF FORD, FORD, THE TRUSTEES NOR THE
TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES ARE
URGED TO CONTACT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISION ON
WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
<PAGE> 2
Upon the terms and conditions of the Offer, including the provisions
relating to proration described in the Prospectus, the Trust will accept for
exchange up to 44,600,000 Depositary Shares, validly tendered and not withdrawn
prior to 12:00 midnight, New York City time, on December 8, 1995, or if the
Offer is extended by the Trust, in its sole discretion, the latest date and
time to which the Offer has been extended (the "Expiration Date"). Tenders of
Depositary Shares pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date and, unless accepted for exchange by the Trust, may be
withdrawn at any time after 40 business days after the date of the Prospectus.
Depositary Shares not accepted because of proration will be returned to the
tendering holders at the expense of the Trust as promptly as practicable
following the Expiration Date.
Consummation of the Offer is conditioned on, among other things, (i)
receipt of at least 12,000,000 validly tendered Depositary Shares (which
condition may be waived by the Trust) and (ii) tenders by a sufficient number
of holders of Depositary Shares such that, as of the Expiration Date, there be
at least 400 record or beneficial owners of at least 1,000,000 Preferred
Securities to be issued in exchange for such Depositary Shares (which condition
may not be waived)(the "Minimum Distribution Condition").
The Trust expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate the Offer, and not accept for
exchange any Depositary Shares and promptly return all Depositary Shares upon
the failure of any of the conditions specified above or in "The
Offer--Conditions to the Offer" in the Prospectus, (ii) waive any condition to
the Offer (other than the Minimum Distribution Condition) and accept all
Depositary Shares previously tendered pursuant to the Offer, (iii) extend the
Expiration Date of the Offer and retain all Depositary Shares tendered pursuant
to such Offer until the Expiration Date, subject, however, to all withdrawal
rights of holders, see "The Offer--Withdrawal of Tenders" in the Prospectus,
(iv) amend the terms of the Offer or (v) modify the form of the consideration
to be paid pursuant to the Offer. Any amendment applicable to the Offer will
apply to all Depositary Shares tendered pursuant to the Offer. The minimum
period during which the Offer must remain open following material changes in
the terms of the Offer or the information concerning the Offer, other than a
change in the percentage of securities sought or the price, depends upon the
facts and circumstances, including the relative materiality of such terms or
information. See "The Offer--Expiration Date; Extensions; Amendments;
Termination" in the Prospectus.
The purpose of the Offer is to refinance the Depositary Shares with
the Preferred Securities to achieve certain tax efficiencies while preserving
Ford's flexibility with respect to future financings.
The Prospectus and Letter of Transmittal contain important information
which should be read before any action is taken by holders of Depositary
Shares. Tenders may be made only by a properly completed and executed Letter of
Transmittal and in conformance with the terms thereof and of the Prospectus.
<PAGE> 3
Ford will pay to Soliciting Dealers (as defined in the Prospectus)
designated by the record or beneficial owner, as appropriate, of Depositary
Shares a solicitation fee of $0.50 per Depositary Share validly tendered and
accepted for exchange pursuant to the Offer, subject to certain conditions.
Soliciting Dealers are not entitled to a solicitation fee for Depositary Shares
beneficially owned by such Soliciting Dealer.
The information required to be disclosed by paragraph (d)(1) of Rule
13e-4 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Prospectus and is incorporated herein by
reference.
The Prospectus and the related Letter of Transmittal are first being
sent to holders of Depositary Shares on November 3, 1995 and are being furnished
to brokers, dealers, banks and similar persons whose names, or names of whose
nominees, appear on the lists of holders of the Depositary Shares or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Depositary
Shares.
Any questions or requests for assistance may be directed to the
Information Agent and the Dealer Managers at the addresses and telephone
numbers set forth below. Requests for copies of the Prospectus, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to Georgeson &
Company Inc., the Information Agent, at (800) 223-2064, and copies will be
forwarded promptly at Ford's expense. Shareholders may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
The Information Agent for the Offer is:
[insert logo]
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
<PAGE> 4
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
(212) 236-4565 (Collect)
Dean Witter Reynolds Inc. A. G. Edwards & Sons, Inc.
2 World Trade Center 1 North Jefferson
New York, New York 10048 St. Louis, Missouri 63103-2205
(800) 488-4490 (Toll-Free) (800) 640-1705 (Toll-Free)
Goldman, Sachs & Co. Lehman Brothers
85 Broad Street 3 World Financial Center
New York, New York 10004 New York, New York 10285
(800) 828-3182 (Toll-Free) (800) 438-3242 (Toll-Free)
PaineWebber Incorporated Smith Barney Inc.
1285 Avenue of the Americas 388 Greenwich Street
New York, New York 10019 New York, New York 10013
(800) 324-0210 (Toll-Free) (800) 813-3745 (Toll-Free)
_____________________, 1995
_____________________
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 1
(FORD LOGO)
EXHIBIT 99.9
EXCHANGE
OFFER
QUESTIONS
&
ANSWERS
(FORD LOGO)
<PAGE> 2
PROCEDURES FOR EXCHANGING
DEPOSITARY SHARES
Q: IF DEPOSITARY SHARES ARE REGISTERED IN MY NAME, HOW DO I PARTICIPATE
IN THE OFFER?
A: You should have received a package from Chemical Bank consisting of
this Question and Answer sheet and:
- Prospectus dated November 3, 1995,
- Letter of Transmittal (printed on yellow paper) bearing a pre-printed label
with your account name and address,
- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9,
- Notice of Guaranteed Delivery,
- Letter from the Chairman of Ford Motor Company, and
- Return envelope addressed to Chemical Bank.
If, after reviewing these materials carefully, you decide to participate in
the Offer, complete the Letter of Transmittal and send it with your
certificate(s) representing Depositary Shares to Chemical Bank as Exchange
Agent at either of the addresses shown on the Letter of Transmittal. It is
recommended that you use registered or certified mail.
Holders of record may also contact their broker to exchange their Depositary
Shares on their behalf. And if you cannot deliver your certificate(s) to the
Exchange Agent before the Expiration Date, then you must arrange for your
broker to guarantee delivery of your Depositary Shares. See "The Offer --
Procedures for Tendering" in the Prospectus.
Q: IF MY DEPOSITARY SHARES ARE HELD BY A BROKER OR BANK FOR MY ACCOUNT,
HOW DO I PARTICIPATE IN THE OFFER?
A: If your Depositary Shares are held by a broker or bank for your
account, you should have received a package from them as holder of record
containing, along with this Question and Answer sheet, the following:
- Prospectus dated November 3, 1995,
- Letter of Transmittal for information only,
- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9,
- Notice of Guaranteed Delivery,
- Letter from the Chairman of Ford Motor Company, and
- Cover letter or notice from your broker or bank.
If you decide to participate in the Offer, you must contact your broker or
bank to tender your Depositary Shares on your behalf. See "The Offer --
Procedures for Tendering -- Special Procedure for Beneficial Owners" in the
Prospectus.
Q: ONCE I HAVE TENDERED MY DEPOSITARY SHARES, OR INSTRUCTED MY BROKER
OR BANK TO TENDER THEM ON MY BEHALF, MAY I WITHDRAW THEM FROM THE OFFER?
A: Yes, tenders of Depositary Shares may be withdrawn at any time prior
to the Expiration Date and, unless accepted for exchange by the Trust, may
be withdrawn at any time after 40 business days from the date of the
Prospectus. See "The Offer -- Withdrawal of Tenders" in the Prospectus.
Q: WHEN DOES THE OFFER EXPIRE?
A: At 12:00 midnight, New York City time, on Friday, December 8, 1995,
unless extended by the Trust. The Trust may also amend or terminate the
Offer as described in the Prospectus.
For additional details,
or if you have any questions,
please call the Information Agent,
(GEORGESON & COMPANY INC. LOGO)
(800) 223-2064 (Toll-Free)
or
Banks and Brokers, Call Collect:
(212) 440-9800
<PAGE> 3
QUESTIONS AND ANSWERS
RELATING TO THE OFFER (THE "OFFER")
BY FORD MOTOR COMPANY
CAPITAL TRUST I (THE "TRUST")
TO EXCHANGE ITS 9% TRUST ORIGINATED
PREFERRED SECURITIESSM ("TOPRSSM") FOR
SERIES B DEPOSITARY SHARES OF
FORD MOTOR COMPANY (THE "COMPANY")
Please note that the following information does not purport to be complete
and is subject in all respects to the provisions of, and is qualified in its
entirety by reference to, the Prospectus dated November 3, 1995 (the
"Prospectus") and the Letter of Transmittal (which together constitute the
Offer). Please refer to the Prospectus for details of the Offer and defined
terms used herein.
Q: WHAT ARE THE TERMS OF THE OFFER?
A: The Trust will exchange one TOPrS for each
Series B Depositary Share issued by the Company. See "The Offer" in the
Prospectus.
Q: WHAT ARE TOPRS?
A: TOPrS represent preferred interests in the
Trust's assets, consisting solely of Junior Subordinated Debentures due 2025
issued by the Company. TOPrS securities pay quarterly distributions
corresponding to the interest rate and the payment dates for the Junior
Subordinated Debentures. See "Description of the Preferred Securities" in the
Prospectus.
Q: WHAT IS THE PURPOSE OF THE OFFER?
A: The principal purpose is to refinance the
Depositary Shares with the TOPrS to achieve certain tax efficiencies and to
preserve flexibility with respect to future financings. The refinancing will
permit the Company to deduct interest payable on the Junior Subordinated
Debentures for United States federal income tax purposes, while the dividends
payable on the Depositary Shares are not deductible.
Q: WILL THE TOPRS BE LISTED ON THE NEW YORK STOCK
EXCHANGE?
A: Yes. The ticker symbol will be "F Pr T".
Q: ARE THE TOPRS RATED?
A: As of the date of the Prospectus, the TOPrS
have been rated by Moody's and by Standard & Poor's and have the same ratings
as the Depositary Shares.
Q: HOW ARE THE TOPRS GUARANTEED?
A: Payments of dividends on the TOPrS and on
liquidation or redemption are guaranteed on a subordinated basis by the
Company, only if and to the extent payments have been made on the Junior
Subordinated Debentures. See "Description of the Preferred Securities
Guarantee" in the Prospectus.
Q: ARE THE REDEMPTION PROVISIONS OF THE TOPRS
DIFFERENT FROM THE DEPOSITARY SHARES?
A: Yes. While the Depositary Shares have no
maturity date, the TOPrS will be redeemed following repayment of the Junior
Subordinated Debentures upon their December 31, 2025 final maturity date or
earlier redemption. The Junior Subordinated Debentures and the Depositary
Shares (under certain circumstances) are redeemable at the option of the
Company on or after December 1, 2002. The redemption price of $25 per share
is the same for the Junior Subordinated Debentures and the Depositary Shares.
See "Description of the Preferred Securities", "Description of the Series B
Preferred and Depositary Shares", and "Prospectus Summary -- Potential Risks
to Exchanging Holders" in the Prospectus.
- ---------------
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 4
DISTRIBUTION AND DIVIDEND MATTERS
Q: HOW DOES THE DISTRIBUTION RATE ON THE TOPRS COMPARE TO THE DIVIDEND
RATE ON THE DEPOSITARY SHARES?
A: The distribution rate on the TOPrS is 9% per annum, while the
dividend rate for the Depositary Shares is 8.25% per annum.
Q: WILL DISTRIBUTIONS ON THE TOPRS BE PAID ON THE SAME SCHEDULE
AS DIVIDENDS ON THE DEPOSITARY SHARES?
A: No, there is a different payment schedule. Distributions on the
TOPrS will be paid on March 31, June 30, September 30 and December 31, while
dividends are paid on the Depositary Shares on March 1, June 1, September 1
and December 1.
Q: THE NEXT SCHEDULED DIVIDEND PAYMENT DATE ON THE DEPOSITARY SHARES IS
DECEMBER 1, 1995. WILL THAT DIVIDEND BE PAID ON DEPOSITARY SHARES THAT ARE
EXCHANGED IN THE OFFER?
A: Yes. However, holders who exchange their Depositary Shares in the
Offer will not be paid dividends on those Depositary Shares for any period
after December 1, 1995. Instead, such holders will be entitled to receive
distributions on their new TOPrS at the rate of 8.25% per annum from
December 1, 1995 up to and including the Expiration Date of the Offer, and
9% per annum thereafter, with the first payment to be made on December 31,
1995. See "Description of the Preferred Securities -- Distributions" in the
Prospectus.
Q: EXPLAIN THE 20 QUARTER DIVIDEND DEFERRAL PROVISION OF THE TOPRS.
A: Quarterly interest payments on the Junior Subordinated Debentures
may be deferred for one or more periods of up to 20 consecutive quarters
each, at the option of the Company. In the case of any such deferral,
distributions on the TOPrS will be similarly deferred. The Junior
Subordinated Debentures have a maturity date which may not be extended. See
"Description of the Preferred Securities -- Distributions" in the
Prospectus. Quarterly dividend payments on the Depositary Shares are payable
only if declared by the Company's Board of Directors and such dividends may
be deferred indefinitely. To date, the Company has made each quarterly
dividend payment with respect to the Depositary Shares on the scheduled
dividend payment date. The Depositary Shares have no maturity date.
Deferred TOPrS distributions continue to accrue and, if in arrears, compound
quarterly at a rate equal to 9% per annum. However, while dividends on the
Depositary Shares accrue if dividends are suspended, there is no such
compounding feature. During such a deferral, the Trust will continue to
accrue interest income (as original issue discount) in respect of the Junior
Subordinated Debentures which will be taxable to beneficial owners of TOPrS.
As a result, beneficial owners of TOPrS during such a deferral will include
their pro rata share of the interest in gross income in advance of the
receipt of cash.
TAX ISSUES
Q: WILL THE EXCHANGE OF TOPRS FOR DEPOSITARY SHARES CONSTITUTE A
TAXABLE EVENT?
A: Yes. The Company recommends that each holder read the section
entitled "Taxation" in the Prospectus and consult their own tax advisor.
Q: WHAT WILL BE THE INITIAL TAX BASIS FOR THE TOPRS?
A: The initial tax basis of TOPrS acquired in the Offer will be equal
to the fair market value of the TOPrS on the Expiration Date of the Offer.
See "Taxation" in the Prospectus.
Q: HOW WILL DISTRIBUTIONS ON THE TOPRS BE REPORTED TO THE IRS?
A: Distributions on the TOPrS will be reported on Form 1099-OID.
Q: CORPORATE HOLDERS CAN CLAIM THE DIVIDENDS RECEIVED DEDUCTION ON
DIVIDENDS ON THE DEPOSITARY SHARES. ARE DISTRIBUTIONS ON THE TOPRS ELIGIBLE
FOR THAT DEDUCTION FOR CORPORATE HOLDERS?
A: No.
