<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-0549190
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J.M. RINTAMAKI, ESQ.
FORD MOTOR COMPANY
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPY TO:
ARBIE R. THALACKER, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVE.
NEW YORK, NEW YORK 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE
AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /
/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(B) PRICE(B) FEE
<S> <C> <C> <C> <C>
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Debt Securities...... $961,700,000(a) 100% $961,700,000(a) $192,340
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</TABLE>
(a) In U.S. dollars or the equivalent thereof in foreign currencies or composite
currencies.
(b) Estimated solely for the purpose of determining the amount of the
registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED NOVEMBER 14, 1995
FORD MOTOR COMPANY
DEBT SECURITIES
Ford, in November 1995, registered with the Securities and Exchange
Commission $961,700,000 aggregate principal amount of its Debt Securities
consisting of notes and/or debentures denominated in United States dollars or
any other currency, including composite currencies such as the European Currency
Unit, to be offered from time to time in one or more series, on terms to be
determined at or prior to the time of sale. The Prospectus Supplement
accompanying this Prospectus sets forth, with respect to the particular series
of Debt Securities for which this Prospectus and the Prospectus Supplement are
being delivered, the specific title, the aggregate principal amount, the
authorized denominations, the currencies of issue and payment, the initial
public offering price, the maturity, the interest rate or rates (which may be
either fixed or variable), if any, and/or method of determination thereof, the
time of payment of any interest, any redemption, extension or early repayment
terms, any provision for sinking fund payments, the net proceeds to Ford and
other specific terms relating to such series of Debt Securities.
Ford will sell the Debt Securities to or through underwriters, and may also
sell the Debt Securities directly to other purchasers or through agents. See
"Plan of Distribution". In addition, the Debt Securities may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). If any agents of
Ford or any underwriters are involved in the sale of any Debt Securities, the
names of such agents or underwriters and any applicable commissions or discounts
are set forth in the accompanying Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR 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.
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The date of this Prospectus is November , 1995.
<PAGE> 3
AVAILABLE INFORMATION
Ford is subject to the informational 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" or the "Company" 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:
Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison St., Suite 1400, Chicago, Illinois 60661-2511. 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 reports and other
information also can be inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Ford has filed with the Commission a Registration Statement (Registration
No. 33- ) under the Securities Act with respect to the securities offered
hereby (the "Registration Statement"). This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted pursuant to 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.
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, June 30, 1995 and September 30, 1995,
respectively ("Ford's 1995 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, October 18, 1995 and November 14, 1995 have
been filed with the Commission and are incorporated in this Prospectus by
reference. All documents filed by Ford pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities 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).
------------------------
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.
2
<PAGE> 4
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 and Granite Management Corporation
(formerly First Nationwide Financial Corporation). Ford Holdings is a holding
company that owns primarily Associates First Capital Corporation ("The
Associates"), USL Capital Corporation ("USL Capital") and The American Road
Insurance Company. 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 The American Road,
Dearborn, Michigan 48121, telephone number 313-322-3000.
3
<PAGE> 5
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>
NINE MONTHS YEARS ENDED DECEMBER 31
ENDED ----------------------------------------
SEPTEMBER 30, 1995 1994 1993 1992 1991 1990
- ------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.8 2.0 1.5 * ** 1.2
</TABLE>
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* 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).
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Debt Securities will be
used for general corporate purposes of Ford or its affiliates. In the event the
net proceeds of any series of Debt Securities are intended to be used to repay
outstanding indebtedness of Ford or its affiliates, the Prospectus Supplement
which accompanies this Prospectus will specify the interest rate and maturity
date of such indebtedness to be repaid and, if such indebtedness was incurred
within one year, such Prospectus Supplement also will describe the use of the
proceeds of such indebtedness if other than short-term borrowings used for
working capital.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of February 15, 1992, as supplemented from time to time (the
"Indenture"), between Ford and The Bank of New York, Trustee. The term
"Trustee", as used herein, shall mean The Bank of New York and, if at any time
there is more than one Trustee acting under the Indenture, the term "Trustee" as
used herein with respect to Indenture Securities (as defined below) of any
particular series shall mean the Trustee with respect to the Indenture
Securities of such series. The following statements with respect to the Debt
Securities are subject to the detailed provisions of the Indenture, which is
filed as an exhibit to the Registration Statement, and the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). Parenthetical references below
are to the Indenture or the Form of Security contained therein and, whenever any
particular provision of the Indenture or any term used therein is referred to,
such provision or term is incorporated by reference as a part of the statement
in connection with which such reference is made, and the statement in connection
with which such reference is made is qualified in its entirety by such
reference.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities and will be set forth in a filing with the Commission. Accordingly,
for a description of the terms of a particular series of Debt Securities,
reference must be made to both the Prospectus Supplement relating to such series
and to the description of Debt Securities set forth in this Prospectus.
4
<PAGE> 6
GENERAL
The Debt Securities offered hereby will be limited to $961,700,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by the Board of Directors of Ford. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting, and the powers and trust obligations of each such Trustee as
described herein shall extend only to the one or more series of Indenture
Securities for which it is acting as Trustee. The effect of the provisions
contemplating that there might be more than one Trustee acting for different
series of Indenture Securities is that, in that event, those Indenture
Securities (whether of one or more than one series) for which each Trustee is
acting would be treated as if issued under a separate indenture.
The Prospectus Supplement which accompanies this Prospectus sets forth a
description of the particular series of Debt Securities being offered thereby,
including: (1) the designation or title of such Debt Securities; (2) the
aggregate principal amount of such Debt Securities; (3) the percentage of their
principal amount at which such Debt Securities will be offered; (4) the date or
dates on which the principal of such Debt Securities will be payable; (5) the
rate or rates (which may be either fixed or variable) and/or the method of
determination of such rate or rates at which such Debt Securities shall bear
interest, if any; (6) the date or dates from which any such interest shall
accrue, or the method of determination of such date or dates, and the date or
dates on which any such interest shall be payable; (7) the terms for redemption,
extension or early repayment of such Debt Securities, if any; (8) the
denominations in which such Debt Securities are authorized to be issued; (9) the
currencies in which such Debt Securities are issued or payable; (10) the
provisions for a sinking fund, if any; (11) any additional restrictive covenants
of Ford included for the benefit of the holders of such Debt Securities; (12)
any additional Event of Default with respect to such Debt Securities; (13)
whether such Debt Securities are issuable as a Global Security (as defined in
the Indenture); (14) any provisions in modification of, in addition to or in
lieu of the defeasance and covenant defeasance provisions in respect of the Debt
Securities and (15) any other term or provision relating to such Debt Securities
which is not inconsistent with the provisions of the Indenture.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable thereto will be described in
the Prospectus Supplement relating to any such series of Debt Securities.
The Debt Securities will be unsecured obligations of Ford and will rank
pari passu with all other unsecured and unsubordinated indebtedness of Ford
(parent company only).
Except as otherwise provided in the Prospectus Supplement, principal (and
premium, if any) and interest, if any, will be payable at an office or agency to
be maintained by Ford in New York City, except that at the option of Ford
interest may be paid by check mailed to, or by wire transfer to the account of,
the person entitled thereto. (Form of Security and Sections 10.01 and 10.02.)
Except as otherwise provided in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form without coupons and may
be presented for registration of transfer or exchange at the corporate trust
office of the Trustee. No service charge will be made for any transfer or
exchange of the Debt Securities, but Ford may require payment of a sum to cover
any tax or other governmental charge payable in connection therewith. (Section
3.05.)
5
<PAGE> 7
The Indenture contains no provisions that would afford holders of Debt
Securities protection in the event of a highly leveraged transaction or a change
in control of Ford.
SUBSIDIARIES
The term "subsidiary of Ford" is defined in the Indenture as a corporation
a majority of the outstanding voting stock of which is owned, directly or
indirectly, by Ford and/or one or more subsidiaries of Ford. The term
"Manufacturing Subsidiary" is defined in the Indenture as a subsidiary of Ford
which owns or leases a Principal Domestic Manufacturing Property (as defined
below). (Section 1.01.)
LIMITATION ON LIENS
If Ford or any Manufacturing Subsidiary shall incur, suffer to exist or
guarantee any Debt (as defined in the Indenture) secured by a Mortgage (as
defined in the Indenture) on any Principal Domestic Manufacturing Property of
Ford or any Manufacturing Subsidiary or on any shares of stock of or Debt of any
Manufacturing Subsidiary, Ford will secure or cause such Manufacturing
Subsidiary to secure the Indenture Securities equally and ratably with (or prior
to) such secured Debt, unless, after giving effect thereto, the aggregate amount
of all such Debt so secured, together with all Attributable Debt (as defined
below) in respect of sale and leaseback transactions involving Principal
Domestic Manufacturing Properties, would not exceed 5% of the Consolidated Net
Tangible Automotive Assets of Ford and its consolidated subsidiaries. This
restriction will not apply to Debt secured by (a) Mortgages on property of, or
on any shares of stock of or Debt of, any corporation existing at the time such
corporation becomes a Manufacturing Subsidiary, (b) Mortgages in favor of Ford
or a Manufacturing Subsidiary, (c) Mortgages in favor of governmental bodies to
secure progress or certain advance payments, (d) Mortgages on property, shares
of stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation) and certain purchase money
Mortgages, and (e) any extension, renewal or replacement of any Mortgage
referred to in the foregoing clauses (a) through (d), inclusive. (Section
10.04.) "Principal Domestic Manufacturing Property" is defined in the Indenture
to include principal automotive and related manufacturing or assembly plants
owned or leased by Ford or a subsidiary of Ford and located within the United
States. "Attributable Debt" is defined in the Indenture to mean the total net
amount of rent (discounted at the rate of 9.5% per annum compounded annually)
required to be paid during the remaining term of any lease. "Consolidated Net
Tangible Automotive Assets" is defined in the Indenture to mean the aggregate
amount of Ford's automotive assets after deducting current liabilities and
certain intangibles plus Ford's equity in the net assets of its financial
services subsidiaries after deducting certain intangibles. (Section 1.01.)
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of Ford with or into
any other corporation shall be permitted and no sale or conveyance of its
property as an entirety, or substantially as an entirety, may be made to another
corporation if, as a result thereof, any Principal Domestic Manufacturing
Property of Ford or any Manufacturing Subsidiary or any shares of stock or Debt
of any Manufacturing Subsidiary would thereupon become subject to a Mortgage,
unless the Indenture Securities shall be equally and ratably secured with (or
prior to) the Debt secured by such Mortgage, or unless such Mortgage could be
created pursuant to Section 10.04 (see "Ford's Limitation on Liens" above)
without equally and ratably securing the Indenture Securities. (Section 8.03.)
LIMITATION ON SALES AND LEASEBACKS
Neither Ford nor any Manufacturing Subsidiary may enter into any sale and
leaseback transaction involving any Principal Domestic Manufacturing Property
unless (a) Ford or such Manufacturing Subsidiary could create Debt secured by a
mortgage pursuant to Section 10.04 (see
6
<PAGE> 8
"Limitation on Liens" above) on the Principal Domestic Manufacturing Property to
be leased in an amount equal to the Attributable Debt with respect to the sale
and leaseback transaction without equally and ratably securing the Indenture
Securities, or (b) Ford, within 120 days after the sale or transfer shall have
been made, applies to the retirement of its Funded Debt (as defined in the
Indenture) an amount (subject to credits for certain voluntary retirements of
Funded Debt of Ford) equal to the greater of (i) the net proceeds of the sale of
the Principal Domestic Manufacturing Property leased pursuant to such
arrangement or (ii) the fair market value of the Principal Domestic
Manufacturing Property so leased. This restriction will not apply to any sale
and leaseback transaction (a) between Ford and a Manufacturing Subsidiary or
between Manufacturing Subsidiaries or (b) involving the taking back of a lease
for a period of three years or less. (Section 10.05.)
EVENTS OF DEFAULT AND NOTICE THEREOF
The Indenture defines an Event of Default with respect to any series of
Indenture 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
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 Indenture Securities other than such series or a covenant
default in 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 Indenture Securities of such series. No Event of Default provided with
respect to a particular series of Indenture Securities (except as to events
described in clauses (d) and (e)) necessarily constitutes an Event of Default
with respect to any other series of Indenture Securities. (Section 5.01.)
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Indenture
Securities outstanding of such series may declare the principal amount (or, if
the Indenture 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 Indenture 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 Indenture
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 Indenture Securities outstanding
of such series 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 Indenture 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. (Section 5.02.)
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all uncured defaults known
to it (the term "default" to include the events specified above without grace
periods); provided that, except in the case of default in the payment of the
principal of, or any premium, interest or mandatory sinking fund payment, with
respect to, any of the Indenture Securities of such series, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of such series.
(Section 6.01.)
Pursuant to the terms of the Indenture, Ford is required to furnish to the
Trustee annually a brief certificate of the principal executive, financial or
accounting officer of Ford as to his knowledge of Ford's compliance (determined
without regard to any period of grace or requirement of notice) with all
conditions and covenants under the Indenture and, if a default exists
thereunder, specifying the nature of such default. (Section 10.06.)
7
<PAGE> 9
The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series and, subject to certain limitations, to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Sections 5.12 and
5.13.) The Indenture is deemed under the Trust Indenture Act to provide that, in
case an Event of Default in respect of a particular series of Indenture
Securities shall occur (which shall not have been cured or waived), the Trustee
will be required to exercise such of its rights and powers under the Indenture,
and to use the degree of care and skill in their exercise, that a prudent man
would exercise or use in the conduct of his own affairs, but otherwise need only
perform such duties as are specifically set forth in the Indenture. Subject to
such provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders of
such series unless they shall have offered to the Trustee reasonable security or
indemnity. (Section 6.02.)
DEFEASANCE AND COVENANT DEFEASANCE
Except as otherwise provided in the Prospectus Supplement, Ford may elect
(a) to defease a series of Indenture Securities with the effect that Ford will
be discharged from any and all obligations with respect to such series of
Indenture Securities (except for the obligation to issue Indenture Securities of
such series in definitive registered form in exchange for a global security
under certain circumstances, to register the transfer or exchange of such
Indenture Securities, to replace temporary or mutilated, destroyed, lost or
stolen Indenture Securities, to maintain an office or agency in respect of the
Indenture Securities and to hold moneys for payment in trust) ("defeasance")
and/or (b) to be released from its obligations with respect to such series of
Indenture Securities under Sections 8.03, 10.04 and 10.05 of the Indenture
(being the obligations described under "Merger and Consolidation", under
"Limitation on Liens", and under "Limitation on Sales and Leasebacks",
respectively) and, if provided pursuant to Section 3.01 of the Indenture, the
obligations of Ford with respect to any other covenant, and any omission to
comply with such obligations shall not constitute a default or an Event of
Default with respect to Indenture Securities of such series ("covenant
defeasance"), in either case upon the irrevocable deposit with the Trustee, in
trust, of money and/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, and
premium, interest and mandatory sinking fund payments, if any, with respect to,
such Indenture Securities, on the scheduled due dates therefor. Such a trust may
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 such Indenture Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (a) above, must refer to and be based on a ruling of the Internal
Revenue Service or a change in applicable Federal income tax law occurring after
the date of the first issuance of Indenture Securities. (Article Fourteen.)
In the event Ford effects covenant defeasance with respect to Indenture
Securities of any series and the Indenture Securities of such series are
declared due and payable because of the occurrence of any Event of Default other
than the Event of Default described in clause (d) under "Events of Default and
Notice Thereof" with respect to sections 8.03, 10.04 and 10.05 of the Indenture
(which Sections would no longer be applicable to Indenture Securities of that
series) or described in clause (d) or (f) under "Events of Default and Notice
Thereof" with respect to any other covenant with respect to which there has been
defeasance, the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Indenture Securities of
such series when they become due but may not be sufficient to pay amounts due on
the Indenture Securities of such series at the time of the acceleration
resulting from such Event of Default.
8
<PAGE> 10
However, the Company and Ford would remain liable to make payment of such amount
due at the time of acceleration.
The Prospectus Supplement may further describe any provision in
modification of, in addition to or in lieu of the provisions described under
this caption "Defeasance and Covenant Defeasance".
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of Ford
and the rights of the holders of a particular series thereunder may be modified
by Ford with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Indenture Securities of such series then outstanding of
each series affected by such modification; but no such modification may be made
which would (i) extend the fixed maturity of any Indenture Security of such
series, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, without the consent of the holder of each
Indenture Security of such series so affected; or (ii) reduce the above-stated
percentage of Indenture Securities of such series, the consent of the holders of
which is required to modify or alter the Indenture, without the consent of the
holders of all Indenture Securities of such series then outstanding. (Section
9.02.)
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.08.) In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.09.)
CONCERNING THE BANK OF NEW YORK
The Bank of New York, Trustee under the Indenture, is also the trustee
under indentures covering a number of outstanding issues of notes and debentures
of certain of Ford's subsidiaries, is a depositary of Ford and certain of its
subsidiaries, has from time to time made loans to Ford and certain of its
subsidiaries, has from time to time purchased receivables from Ford and certain
of its subsidiaries, and has performed other services for such companies in the
normal course of its business. The Bank of New York's principal corporate trust
office is located at 101 Barclay Street, New York, New York 10286.
PLAN OF DISTRIBUTION
Ford may sell the Debt Securities to or through underwriters and also may
sell the Debt Securities directly to one or more other purchasers or through
agents.
The Prospectus Supplement sets forth the terms of the offering of the
particular series of Debt Securities to which such Prospectus Supplement
relates, including (i) the name or names of any underwriters or agents with whom
Ford has entered into arrangements with respect to the sale of such series of
Debt Securities, (ii) the initial public offering or purchase price of such
series of Debt Securities, (iii) any underwriting discounts, commissions and
other items constituting underwriters' compensation from Ford and any other
discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to Ford, and (vi) the securities exchanges, if any, on which such
series of Debt Securities will be listed. The Debt Securities of each series
will be consecutively numbered, beginning with the number one.
If underwriters are used in a sale of any Debt Securities, such Debt
Securities will be acquired for their own account and may be resold from time to
time in one or more transactions including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of
9
<PAGE> 11
sale. Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities, the obligations of the underwriters to
purchase such series of Debt Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Debt
Securities will be obligated to purchase all of the Debt Securities of such
series allocated to it if any such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
The Debt Securities may also be offered and sold by Ford directly or
through agents designated by Ford from time to time. Unless otherwise indicated
in the Prospectus Supplement, any such agent or agents will be acting on a best
efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act, of the Debt
Securities so offered and sold. The Debt Securities may also be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.
If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford will authorize underwriters or agents to solicit
offers by certain institutions to purchase Debt Securities of such series from
Ford pursuant to delayed delivery contracts providing for payment and delivery
at a future date. Such contracts will be subject only to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Underwriters and agents may be entitled, under agreements entered into with
Ford, to indemnification by Ford against certain civil liabilities, including
liabilities under the Securities Act.
LEGAL OPINIONS
The legality of the Debt Securities will be passed on for Ford by J. M.
Rintamaki, Esq., Secretary and an Assistant General Counsel of Ford or other
counsel satisfactory to any underwriters or agents, and for any underwriters or
agents by Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022.
Mr. Rintamaki is a full-time employee of Ford and owns, and holds options to
purchase, shares of Common Stock of Ford. Shearman & Sterling have in the past
provided, and may continue to provide, legal services to Ford and its
subsidiaries.
EXPERTS
The financial statements 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 the Company
for the periods ending March 31, 1995, June 30, 1995 and September 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 of 1933 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 such Act.
10
<PAGE> 12
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...... $192,340
Printing and engraving................................... 100,000
Accountants' fees........................................ 50,000
Blue Sky fees and expenses............................... 45,000
Fees and expenses of Trustee............................. 25,000
Rating Agency fees....................................... 30,000
Miscellaneous expenses................................... 100,000
--------
Total............................................. $542,340
========
</TABLE>
ITEM 15. 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 or she 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 or her 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 or her 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.
Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:
No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for any
action or failure to act under or in connection
II-1
<PAGE> 13
with the Plan, except for his own bad faith; provided, however, that
nothing herein shall be deemed to relieve any such person from
responsibility or liability for any obligation or duty under ERISA. Each
director, officer, or employee of the Company who is or shall have been
designated to act on behalf of the Company and each person who is or shall
have been a member of the Committee or an alternate for a member or a
director, officer or employee of any Participating Company, as such, shall
be indemnified and held harmless by the Company against and from any and
all loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action,
suit or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof
(with the Company's written approval) or paid by him in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment in favor
of the Company based upon a finding of his bad faith; subject, however, to
the condition that, upon the assertion or institution of any such claim,
action, suit or proceeding against him, he shall in writing give the
Company an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of any other
right to which such person may be entitled as a matter of law or otherwise,
or any power that a Participating Company may have to indemnify him or hold
him harmless.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities issued or guaranteed
by Ford, the underwriters have agreed to indemnify Ford, each officer and
director of Ford and each person, if any, who controls Ford within the meaning
of the Securities Act of 1933, against certain liabilities, including
liabilities under said Act.
Ford is insured for liabilities it may incur pursuant to its Certificate of
Incorporation relating to the indemnification of its directors, officers and
employees. In addition, directors, officers and certain key employees are
insured against certain losses which may arise out of their employment and which
are not recoverable under the indemnification provisions of Ford's Certificate
of Incorporation.
Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate for a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure to act under the
Program.
Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employee of registrants is indemnified against all loss, cost,
liability or expense reasonably incurred in connection with or resulting from
any claim, action, suit or proceeding in which such person is involved or may be
involved by reason of any action or failure to act under the Plan.
II-2
<PAGE> 14
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------------- ------------------------------------------------------------------------------
<S> <C>
Exhibit 1* Form of Underwriting Agreement relating to the Debt Securities.
Exhibit 4.1* Indenture dated as of February 15, 1992 between Ford and The Bank of New York.
Exhibit 4.2 Form of Debt Security is included in Exhibit 4.1. Any additional form or forms
of Debt Securities will be filed with the Commission.
Exhibit 5 Opinion of J.M. Rintamaki, Secretary and an Assistant General Counsel of Ford,
as to the legality of the Debt Securities registered hereunder.
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford (incorporated by
reference to Exhibit 12 to Ford's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
Exhibit 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial
information.
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.2 Consent of J.M. Rintamaki is contained in his opinion filed as Exhibit 5 to
this Registration Statement.
Exhibit 24 Powers of Attorney.
Exhibit 25* Statement of Eligibility on Form T-1 of The Bank of New York.
</TABLE>
- -------------------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
<PAGE> 15
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Motor Company, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dearborn, Michigan, on the 14th 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
Registration Statement has been signed below 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
(Alex Trotman) Chief 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.)
ROBERTO C. GOIZUETA* Director
- ---------------------------------
(Roberto C. Goizueta)
IRVINE O. HOCKADAY, JR.* Director
- ---------------------------------
(Irvine O. Hockaday, Jr.)
MARIE-JOSEE KRAVIS* Director
- ---------------------------------
(Marie-Josee Kravis)
DREW LEWIS* Director
- ---------------------------------
(Drew Lewis)
ELLEN R. MARRAM* Director
- ---------------------------------
(Ellen R. Marram)
</TABLE>
November 14, 1995
<PAGE> 17
<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/ LOUIS J. GHILARDI
- --------------------------------
(Louis J. Ghilardi,
Attorney-in-Fact)
</TABLE>
November 14, 1995
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------------- ------------------------------------------------------------------ ------------
<S> <C> <C>
Exhibit 1* Form of Underwriting Agreement relating to the Debt Securities.
Exhibit 4.1* Indenture dated as of February 15, 1992 between Ford and The Bank
of New York.
Exhibit 4.2 Form of Debt Security is included in Exhibit 4.1. Any additional
form or forms of Debt Securities will be filed with the
Commission.
Exhibit 5 Opinion of J.M. Rintamaki, Secretary and an Assistant General
Counsel of Ford, as to the legality of the Debt Securities
registered hereunder.
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford
(incorporated by reference to Exhibit 12 to Ford's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995).
Exhibit 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim
financial information.
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.2 Consent of J.M. Rintamaki is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
Exhibit 25* Statement of Eligibility on Form T-1 of The Bank of New York.
</TABLE>
- -------------------------
* To be filed by amendment.
<PAGE> 1
Exhibit 5
[FORD LETTERHEAD]
November 14, 1995
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Dear Sirs:
This will refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Ford Motor Company (the "Company") on
or about the date hereof with the United States Securities and Exchange
Commission (the "Commission") pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), with respect to the proposed sale by
the Company of its debt securities (the "Debt Securities").
As an Assistant General Counsel and the Secretary of the Company, I am
familiar with the Certificate of Incorporation and the By-Laws and with the
affairs of the Company. I also have examined such other documents and
instruments and have made such further investigation as I have deemed necessary
or appropriate in connection with this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. When (a) the registration requirements of the Securities Act and
such state Blue Sky or securities laws as may be applicable have been complied
with, (b) the indenture between the Company and the Trustee pursuant to which
the Debt Securities are to be issued (the "Indenture") has been qualified under
the United States Trust Indenture Act of 1939, as amended, (c) the form or
forms of the Debt Securities and the final terms thereof have been duly
approved or established in accordance with the terms of the Indenture, and (d)
the Debt Securities have been duly executed, authenticated, completed, issued
and delivered against payment therefor, the Debt Securities will thereupon be
legally issued and binding obligations of the Company.
<PAGE> 2
-2-
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/J. M. Rintamaki
J. M. Rintamaki
Assistant General Counsel
and Secretary
<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 15
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-3
We are aware that our reports dated April 19, 1995, July 19, 1995 and October
18, 1995 accompanying the unaudited interim financial information of Ford Motor
Company and Subsidiaries for the periods ended March 31, 1995 and 1994, June
30, 1995 and 1994, and September 30, 1995 and 1994, and included in the Ford
Motor Company Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 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 LLP
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 14, 1995
<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 23.1
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statement on Form S-3
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 LLP
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 14, 1995
<PAGE> 1
Exhibit 24
FORD MOTOR COMPANY
CERTIFICATE OF THE SECRETARY AND
AN ASSISTANT GENERAL COUNSEL
The undersigned, J. M. Rintamaki, Secretary and an Assistant General
Counsel of Ford Motor Company, a Delaware corporation (the "Company"), DOES
HEREBY CERTIFY THAT the resolutions attached as Exhibit A hereto are true and
correct copies of resolutions excerpted from the minutes of proceedings of the
Board of Directors of the Company; such resolutions were duly adopted by the
Board of Directors of the Company at a meeting held on April 13, 1995; and such
resolutions are in full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 14th day of November,
1995.
/s/ J. M. Rintamaki
--------------------------
J. M. Rintamaki
Secretary and an
Assistant General Counsel
<PAGE> 2
Exhibit A
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting of
the Board of Directors of Ford Motor Company
on April 13, 1995
RESOLUTIONS RELATING TO ISSUANCE OF DEBT SECURITIES
Public Offerings
RESOLVED, That the Company be and hereby is authorized to register with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), debt securities, to be
denominated when issued in U.S. dollars or any foreign currency or currencies,
consisting of notes, debentures, warrants, guarantees or other securities, or
any combination thereof ("Securities"), in an aggregate principal amount not to
exceed U.S. $1,000,000,000 or the equivalent thereof.
RESOLVED, That the Company be and hereby is authorized to issue and
sell, in one or more public offerings in an aggregate principal amount not to
exceed U.S. $1,000,000,000 or the equivalent thereof, Securities, with such
maturity dates, in such relative principal amounts, in such currencies, at such
interest rates (either on a fixed or floating basis) or original issue
discounts, as applicable, and upon such additional terms and conditions
(including, without limitation, provisions for subordination) as may be fixed
by the Chairman of the Board of Directors, President and Chief Executive
Officer, the Group Vice President and Chief Financial Officer, the Vice
President - Finance or the Treasurer, and that each such officer be and hereby
is authorized to determine the terms of the Securities, including, without
limitation, the respective maturity dates, the relative principal amounts, the
respective currencies, the stated rates of interest (either on a fixed or
floating basis) to be borne by, or the original issue discounts applicable to,
the Securities, any provisions for subordination of the Securities, any
provisions for conversion of the Securities into other Securities or into
securities of one or more affiliates of the Company, the terms and the price or
prices for any prepayment or redemption of the Securities pursuant to a sinking
fund or otherwise, and the purchase prices to be paid by any underwriters or
any firm, institution, partnership or other person purchasing the Securities.
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be appropriate
covering the Securities, including prospectuses, exhibits and other documents,
to be filed with the Commission for the purpose of registering the offer and
sale of the Securities, be and it hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such
Registration Statement, with such changes, if any, therein, including
amendments to the prospectus and the addition or amendment of exhibits and
other documents relating thereto or
<PAGE> 3
2
required by law or regulation in connection therewith, all in such form as such
directors and officers may deem necessary, appropriate or desirable, as
conclusively evidenced by their execution thereof, and that the appropriate
officers of the Company, and each of them, be and hereby are authorized to
cause any such Registration Statement, so executed, to be filed with the
Commission; and, prior to the effective date of any such Registration Statement
and if the Vice President - General Counsel or the Secretary deems it
advisable, the appropriate officers of the Company are directed to use their
best efforts to furnish each director and each officer signing such
Registration Statement with a copy of such Registration Statement, and if,
prior to the effective date of any such Registration Statement, material
changes therein or material additions thereto are proposed to be made, other
than changes and additions of a type authorized under these resolutions to be
approved by officers of the Company as provided in the immediately preceding
resolution, and if the Vice President - General Counsel or the Secretary deems
it advisable, the appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing any such
Registration Statement, with a copy of such Registration Statement and each
amendment thereto as filed with the Commission, or a description of such
changes or additions, or a combination thereof, in as complete and final form
as practicable and in sufficient time to permit each director and each such
officer so desiring to object to any part of any such Registration Statement
before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form, with such changes,
if any, therein, as such directors and officers may deem necessary, appropriate
or desirable, as conclusively evidenced by their execution thereof, and that
the appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form in
which it most recently became effective, other than changes and additions of a
type authorized under these resolutions to be approved by officers of the
Company, and if the Vice President - General Counsel or the Secretary deems it
advisable, the appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing such
post-effective amendment, with a copy of such post-effective amendment or a
description of all material changes or additions therein, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
such post-effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or document in
connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute
a power of attorney
<PAGE> 4
3
appointing J. M. Devine, D. N. McCammon, M. S. Macdonald, J. W. Martin, Jr., J.
M. Rintamaki, L. J. Ghilardi and P. J. Sherry, Jr., and each of them,
severally, his or her true and lawful attorney or attorneys to sign in his or
her name, place and stead in any such capacity any such Registration Statement
and any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have power to act with or without the other, and to
have full power and authority to do and perform, in the name and on behalf of
each of said officers and directors who shall have executed such a power of
attorney, every act whatsoever which such attorneys, or any of them, may deem
necessary, appropriate or desirable to be done in connection therewith as fully
and to all intents and purposes as such officers or directors might or could do
in person.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized in the name and on behalf of the
Company to take any and all action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to obtain a permit, register or
qualify the Securities for issuance and sale or to request an exemption from
registration of the Securities or to register or obtain a license for the
Company as a dealer or broker under the securities laws of such of the states
of the United States of America as such persons, or any of them, may deem
necessary, appropriate or desirable, and in connection with such registrations,
permits, licenses, qualifications and exemptions to execute, acknowledge,
verify, deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other papers
and instruments as may be required under such laws, and to take any and all
further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registrations in effect for
as long as such persons, or any of them, may deem to be in the best interests
of the Company.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized to designate any licensed
California broker-dealer as the Company's attorney-in-fact for the purpose of
executing and filing one or more applications and amendments thereto on behalf
of the Company, under applicable provisions of the California Corporate
Securities Law of 1968, for the registration or qualification of part or all of
the Securities (whether or not subordinated) for offering and sale in the State
of California.
RESOLVED, That any and all haec verba resolutions which may be required
by the Blue Sky or securities laws of any state in which the Company intends to
offer to sell the Securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized to certify that
such resolutions were duly adopted at this meeting; and that the Secretary of
the Company shall cause a copy of each resolution so certified to be attached
to the minutes of this meeting.
<PAGE> 5
4
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized on behalf of the Company to take such action
as such officers, or any of them, may deem necessary, appropriate or desirable
to make application for the listing on the New York Stock Exchange, Inc. or any
other Stock Exchange of the Securities and that the Chairman of the Board of
Directors, President and Chief Executive Officer, the Vice Chairman and Chief
Technical Officer, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are designated a
representative of the Company to appear before the Corporate Services Division
or other appropriate body of any such Exchange and take all such other steps as
such persons, or any of them, may deem necessary, appropriate or desirable to
effect such listing.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized to execute and file with the
Commission and the New York Stock Exchange, Inc., or any other Stock Exchange,
in the name and on behalf of the Company, one or more Registration Statements,
on Form 8-A or such other form as may be appropriate, including any and all
exhibits and other documents relating thereto, for the registration under the
Securities Exchange Act of 1934 of the Securities and any and all amendments to
such Registration Statements, in such forms as the person or persons executing
the same may deem necessary, appropriate or desirable, as conclusively
evidenced by his, her or their execution thereof.
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other Stock Exchange, for the listing
on such Exchange of the Securities, the Company enter into an agreement
providing for the indemnification by the Company of the New York Stock
Exchange, Inc., or any other Stock Exchange, its governors, officers, employees
and its subsidiary companies and innocent purchasers for value of the
Securities or any one or more of them, as the case may be, from and against
losses, liabilities, claims, damages or accidents in connection with the use of
facsimile signatures on the Securities; and that the Chairman of the Board of
Directors, President and Chief Executive Officer, the Vice Chairman and Chief
Technical Officer, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company and under its corporate seal to execute and
deliver to the New York Stock Exchange, Inc., or any other Stock Exchange, the
aforesaid indemnification agreement in such form as the person or persons
executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more indentures and supplements thereto, each with a bank or trust company
as Trustee (the "Indentures"), providing for the issuance of the Securities and
that the Chairman of the Board of Directors, President and Chief Executive
Officer, the Vice Chairman and Chief Technical Officer, any Executive Vice
President, any Group Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant
<PAGE> 6
5
Treasurer, and each of them, be and hereby are authorized, in the name and on
behalf of the Company, (i) to select such trustee or trustees and (ii) to
execute, acknowledge and deliver the Indentures and supplements thereto, under
the seal of the Company, attested by the Secretary or any Assistant Secretary,
containing such terms and provisions as the officer or officers executing such
Indentures or supplements thereto may deem necessary, appropriate or desirable,
as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, or any Vice President, and
the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary, be and hereby are authorized, in the name and on behalf of the
Company and under its corporate seal (which may be a facsimile of such seal),
to execute (by manual or facsimile signature) Securities (and, in addition,
Securities to replace any of the Securities which are lost, stolen, mutilated
or destroyed and Securities required for exchange, substitution or transfer,
all as provided in the respective Indentures, or supplements thereto), in fully
registered form in substantially the forms of Securities to be set forth in the
respective Indentures, or supplements thereto, with such changes therein and
additions thereto as the officer or officers executing the Securities may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized to appoint one or more paying
agents, registrars, issuing agents, transfer agents, warrant agents and other
agents and functionaries, and to execute and deliver, in the name and on behalf
of the Company, any agreement, instrument or document relating to any such
appointment, for the purpose of implementing and giving effect to the
provisions of the Indentures and supplements thereto or the Securities in the
forms in which they shall be executed and delivered pursuant to the foregoing
resolutions; provided, however, that the Company may at any time elect to act
in any such capacity itself.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more underwriting agreements, including pricing agreements pursuant thereto,
with any underwriter or underwriters designated by the proper officers of the
Company, or between the Company and any other persons, including securities
brokers and dealers, or any firm, institution or partnership acting on behalf
of themselves or itself and the several underwriters (such underwriting
agreements being herein collectively called the "Underwriting Agreements"),
providing for the sale of the Securities and that, when such Underwriting
Agreements or pricing agreements pursuant thereto, or any of them, have been
completed to set forth the prices at and terms and conditions upon which the
Securities are to be sold and the compensation to be received by the
underwriters (such matters first having been presented to and approved by the
Chairman of the Board of Directors, President and Chief Executive Officer, the
Group Vice President and Chief Financial Officer, the Vice President - Finance
or the Treasurer), the Chairman of the Board of Directors, President and Chief
Executive Officer, the Vice Chairman and Chief Technical Officer, any Executive
Vice President, any Group Vice President, any Vice
<PAGE> 7
6
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements and pricing agreements pursuant thereto, with the
inclusion of such underwriters and containing such other terms and provisions
as the officer or officers executing the same may deem necessary, appropriate
or desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more Sales Agency Agreements, Purchase Agreements and other Agreements with
any placement agent or agents designated by the proper officers of the Company,
including securities brokers and dealers, and each of them, providing for the
sale of the Securities by such placement agent or agents, and each of them, on
a "best efforts" basis, and/or for the purchase from time to time by such
placement agent or agents, and each of them, of Securities, as principal, and
that when such Agreements have been completed to set forth the terms and
conditions on which the Securities are to be sold (such matters first having
been presented to and approved by the Chairman of the Board of Directors,
President and Chief Executive Officer, the Group Vice President and Chief
Financial Officer, the Vice President - Finance or the Treasurer), the Chairman
of the Board of Directors, President and Chief Executive Officer, the Vice
Chairman and Chief Technical Officer, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to execute and deliver, in the name and on behalf of the Company,
such Sales Agency Agreements, Purchase Agreements and other Agreements with
such placement agent or agents, and each of them, containing such other terms
and provisions as the officer or officers executing the same may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more delayed delivery contracts ("Delayed Delivery Contracts") between the
Company and institutional or other investors providing for the sale of
Securities at any time, and that, when such Delayed Delivery Contracts have
been completed to set forth the respective prices, terms and conditions on
which the Securities are to be sold (such matters first having been presented
to and approved by the Chairman of the Board of Directors, President and Chief
Executive Officer, the Group Vice President and Chief Financial Officer, the
Vice President - Finance or the Treasurer), the Chairman of the Board of
Directors, President and Chief Executive Officer, the Vice Chairman and Chief
Technical Officer, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver in the name and on behalf of the Company one or more Delayed
Delivery Contracts, with such changes therein and additions thereto as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of
<PAGE> 8
7
the Company to purchase, or arrange for the purchase of, Securities in
connection with any sinking fund under the provisions of any of the Indentures
or supplements thereto.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the appointment
of Registrars, Issuing Agents, Paying Agents and other agents and the payment
of expenses), and to execute (by manual or facsimile signature) and deliver any
and all letters, documents or other writings, that such officer or officers may
deem necessary, appropriate or desirable in order to enable the Company fully
to exercise its rights and to perform its obligations under the Indentures or
supplements thereto, the Underwriting Agreements and pricing agreements
pursuant thereto, the Delayed Delivery Contracts, the Sales Agency Agreements,
the Purchase Agreements and other Agreements, or otherwise carry out the
purposes and intents of each and all of the foregoing resolutions.
Private Offerings
RESOLVED, That the Company be and hereby is authorized to issue and
sell, in one or more private offerings, debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies, consisting of
notes, debentures, warrants, guarantees or other securities, or any combination
thereof ("Privately-placed Securities"), in an aggregate principal amount not
to exceed U.S. $1,000,000,000 or the equivalent thereof, in such relative
principal amounts, with such maturity date or dates, at such interest rate or
rates, at such redemption price or prices, at such purchase price or prices to
be paid by the purchasers thereof and upon such additional terms and conditions
as may be fixed by the Chairman of the Board of Directors, President and Chief
Executive Officer, the Group Vice President and Chief Financial Officer, the
Vice President - Finance or the Treasurer; and such officers be and hereby are
authorized to embody such determinations in the Privately-placed Securities, in
one or more Note Agreements, Purchase Agreements or Loan Agreements or in any
other agreement, instrument or document, as any such officer shall determine.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized, in the name and on behalf of
the Company, to execute and deliver such Privately-placed Securities, Note
Agreements, Loan Agreements, Purchase Agreements or other agreements or
instruments and documents as may be approved pursuant to the next preceding
resolution.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized in the name and on behalf of the
Company to take any action (including, without limitation, the payment of
expenses) and to execute and deliver any and all certificates, instruments and
documents (under the corporate seal of the Company or
<PAGE> 9
8
otherwise) as such officer or officers may deem necessary, appropriate or
desirable in order to carry out the purposes and intents of each and all of the
foregoing resolutions.
Euro-Currency, Euro-Dollar and Foreign Currency Offerings
RESOLVED, That the Company be and hereby is authorized to issue and
sell, in one or more public or private offerings in the Euro-Dollar market, or
in Europe, Japan or elsewhere outside the United States, through underwriters
or otherwise, debt securities payable in U.S. dollars or in any European or
other foreign currency, in an aggregate principal amount not to exceed U.S.
$1,000,000,000 or the equivalent thereof, consisting of notes, debentures,
warrants, guarantees or other securities, or any combination thereof ("Foreign
Securities"), in such principal amounts, at such rates of interest, with such
maturities and on such other terms and conditions as may be approved by the
Chairman of the Board of Directors, President and Chief Executive Officer, the
Group Vice President and Chief Financial Officer, the Vice President - Finance
or the Treasurer, and, in connection therewith, each such officer, and also the
Secretary, any Assistant Secretary and any Assistant Treasurer, and each of
them, be and hereby is authorized, in the name and on behalf of the Company, to
execute (by manual or facsimile signature) and deliver one or more Notes,
Underwriting Agreements, Note Agreements, Purchase Agreements, Loan Agreements,
Fiscal Agency Agreements, Indentures, Prospectuses, Offering Circulars, Listing
Applications and any other agreements or instruments and documents as any such
officer shall determine.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized in the name and on behalf of the
Company to take any action (including, without limitation, the payment of
expenses) and to execute (by manual or facsimile signature) and deliver any and
all certificates, instruments and documents (under the corporate seal of the
Company or otherwise) as such officer or officers may deem necessary,
appropriate or desirable in order to carry out the purposes and intents of the
next preceding resolution.
Loan Agreements
RESOLVED, That the Company be and hereby is authorized to borrow from
banks, trust companies, affiliates of the Company or other persons, under and
pursuant to loan agreements or other borrowing arrangements ("Loan
Agreements"), an aggregate amount not to exceed at any one time outstanding the
sum of U.S. $1,000,000,000 or the equivalent thereof, in such principal
amounts, at such rates of interest, with such maturities and on such other
terms and conditions as may be approved by the Chairman of the Board of
Directors, President and Chief Executive Officer, the Group Vice President and
Chief Financial Officer, the Vice President - Finance or the Treasurer.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice
<PAGE> 10
9
President, any Group Vice President, any Vice President, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the
name and on behalf of the Company, to execute and deliver Loan Agreements
between the Company and such banks, trust companies, affiliates or other
persons, respectively, providing for, among other things, loans to the Company
on such terms as may be approved pursuant to the next preceding resolution and
containing such other terms and provisions as the officer or officers executing
such Loan Agreements may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company (a) to execute and deliver promissory notes of the
Company ("Promissory Notes") pursuant to the terms and conditions of the Loan
Agreements evidencing the indebtedness of the Company to such banks, trust
companies, affiliates or other persons and containing such other terms and
provisions as the officer or officers executing such Promissory Notes may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof and (b) to take any other action (including, without
limitation, the payment of expenses) and to execute and deliver any and all
other certificates, instruments and documents (under the corporate seal of the
Company or otherwise) as such officer or officers may deem necessary,
appropriate or desirable in order to carry out the purposes and intents of the
foregoing resolutions.
Industrial Development Revenue Bonds
RESOLVED, That up to U.S. $1,000,000,000 in aggregate cost of equipment,
machinery, structures and related property and facilities installed or to be
installed at any assembly plant or any other facility of the Company be and
hereby is authorized to be financed by the Company through one or more
offerings of serial and/or term industrial development revenue bonds or other
types of debt securities ("Bonds"), to be issued by governmental authorities
authorized to issue Bonds in the relevant locations.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Group Vice President and Chief Financial Officer,
the Vice President - Finance and the Treasurer, and each of them, be and hereby
are authorized to approve, with respect to each offering of Bonds, (i) the
terms of such Bonds, including, without limitation, the principal amount
thereof; the stated rate or rates of interest to be borne thereby; the maturity
date or dates thereof; the respective proportions thereof which shall be serial
Bonds and term Bonds; and the price or prices for redemption thereof pursuant
to any sinking fund or otherwise; (ii) the issuer or issuers and the form,
terms and provisions of one or more letters of credit relating to payment of
such Bonds or of any of the Company's obligations in connection therewith and
the form, terms and provisions of any reimbursement agreements pertaining to
such letters of credit; (iii) the Trustee or Trustees to serve under and the
form, terms and provisions of one or more indentures ("Indentures") covering
such Bonds; (iv) the paying agent or paying agents for such Bonds; and (v) the
form, terms and provisions of any purchase agreement or underwriting agreement
<PAGE> 11
10
("Underwriting Agreement") relating to such Bonds, including the purchase price
or prices to be paid by the purchasers or the underwriters ("Underwriters")
thereunder and the sale price or prices or the initial public offering price or
prices of such Bonds.
RESOLVED, That, in connection with each offering of Bonds, preparation
of one or more official statements ("Official Statements") containing
information with respect to such Bonds and the governmental issuer of such
Bonds and information with respect to, and financial statements of, the
Company, be and hereby is authorized and approved; that the appropriate officer
or officers of the Company, and each of them, be and hereby are authorized to
prepare (and if it shall appear necessary, appropriate or desirable to such
officers, sign and execute in their own behalf, or in the name and on behalf of
the Company, or both, as the case may be) any such Official Statement,
containing such information (including, without limitation, any amendments,
attachments, exhibits and other documents relating thereto or required by law,
regulation or practice in connection therewith), as the officer or officers
executing the related letter of representation may deem necessary, appropriate
or desirable; and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause any such Official Statement to be
delivered to the Underwriters named in the related Underwriting Agreement for
use in connection with such offering.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary and any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized in the name and on
behalf of the Company, to purchase, to arrange for the purchase of, or to
direct the Trustee under any Indenture to purchase, Bonds in connection with
any sinking fund under the provisions of any Indenture.
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Vice Chairman and Chief Technical Officer, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary and any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized, in the name and on
behalf of the Company, to take any and all action which such officers, or any
of them, may deem necessary, appropriate or desirable in order to obtain a
permit for, register or qualify all or part of each offering of Bonds for
issuance and sale, or to request an exemption from registration of such
securities, or to register or obtain a license for the Company as a dealer or
broker under the securities laws of such states of the United States of America
as such officers, or any of them, may deem necessary, appropriate or desirable,
and in connection with such registrations, permits, licenses, qualifications
and exemptions to execute, acknowledge, verify, deliver, file and publish all
such applications, reports, resolutions, irrevocable consents to service of
process, powers of attorney and other papers and instruments as may be required
under such laws, and to take any and all further action which such officers, or
any of them, may deem necessary, appropriate or desirable in order to maintain
such registration in effect for so long as such officers, or any of them, may
deem to be in the best interests of the Company.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
to take any action
<PAGE> 12
11
(including, without limitation, the payment of expenses) and to execute (by
manual or facsimile signature) and deliver any and all letters, agreements,
documents or other writings (including a letter of representation, an
installment sales contract, a lease or a loan agreement and a promissory note),
that such officer or officers may deem necessary, appropriate or desirable in
order to facilitate any offering of Bonds and otherwise carry out the purposes
and intents of each and all of the foregoing resolutions.
Overall Limitation on Indebtedness
RESOLVED, That notwithstanding the provisions of the preceding
resolutions relating to Public Offerings; Private Offerings; Euro-Currency,
Euro-Dollar and Foreign Currency Offerings; Loan Agreements; and Industrial
Development Revenue Bonds; the aggregate principal amount of Securities,
Privately-placed Securities, Foreign Securities, Promissory Notes issued to
persons other than affiliates of the Company and Bonds issued and sold pursuant
to such resolutions shall not exceed U.S. $1,000,000,000 or the equivalent
thereof, less such amount as shall have been allocated for foreign automotive
operations pursuant to the recital and resolution next following.
Delegation of Authority to Allocate Borrowing Limit between U.S. and Foreign
Automotive Operations
WHEREAS, the Finance Committee has recommended that authority be granted
for the issuance of an aggregate of up to U.S. $1,000,000,000 of long-term debt
for U.S. automotive operations and foreign automotive operations,
NOW, THEREFORE, BE IT
RESOLVED, That the Chairman of the Board of Directors, President and
Chief Executive Officer, the Group Vice President and Chief Financial Officer,
the Vice President - Finance and the Treasurer, and each of them, be and hereby
are authorized to take appropriate action from time to time to allocate such
U.S. $1,000,000,000 aggregate limit between U.S. automotive operations and
foreign automotive operations.
<PAGE> 13
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS
COVERING SECURITIES, GUARANTEES AND LEASE SECURITIES
ISSUED BY FORD MOTOR COMPANY
________________________________________________________________________________
Each of the undersigned, a director or officer of FORD MOTOR COMPANY
(the "Company"), appoints each of J. M. Devine, D. N. McCammon, M. S.
Macdonald, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi and P. J. Sherry,
Jr., his or her true and lawful attorney and agent to do any and all acts and
things and execute any and all instruments which the attorney and agent may
deem necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933 and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with a
Registration Statement or Registration Statements and any and all amendments
thereto relating to the issuance and sale of the above-captioned Securities,
Guarantees and Lease Securities, as authorized at a meeting of the Board of
Directors of the Company held on April 13, 1995, including but not limited to,
power and authority to sign his or her name (whether on behalf of the Company,
or otherwise) to such Registration Statement or Registration Statements and any
amendments thereto, or any of the exhibits, financial statements and schedules,
or the Prospectuses, filed therewith, and to file them with the Commission.
Each of the undersigned ratifies and confirms all that any of the attorneys and
agents shall do or cause to be done by virtue hereof. Any one of the attorneys
and agents shall have, and may exercise, all the powers conferred by this
instrument.
Each of the undersigned has signed his or her name as of the 13th day of
April, 1995.
<TABLE>
<S> <C>
/s/ Alex Trotman /s/ Colby H. Chandler
- ---------------------------------------------- ----------------------------------
(Alex Trotman) (Colby H. Chandler)
/s/ Michael D. Dingman /s/ Edsel B. Ford II
- ---------------------------------------------- -------------------------------------
(Michael D. Dingman) (Edsel B. Ford II)
/s/ William Clay. Ford /s/ William Clay Ford, Jr.
- ---------------------------------------------- -------------------------------------
(William Clay Ford) (William Clay Ford, Jr.)
/s/ Roberto C. Goizueta /s/ Irvine O. Hockaday, Jr.
- ---------------------------------------------- -------------------------------------
(Roberto C. Goizueta) (Irvine O. Hockaday, Jr.)
/s/ Marie-Josee Kravis /s/ Drew Lewis
- ---------------------------------------------- -------------------------------------
(Marie-Josee Kravis) (Drew Lewis)
</TABLE>
<PAGE> 14
- 2 -
<TABLE>
<S> <C>
/s/ Ellen R. Marram /s/ Kenneth H. Olsen
- -------------------------------------- --------------------------------------
(Ellen R. Marram) (Kenneth H. Olsen)
/s/ Carl E. Reichardt) /s/ Louis R. Ross
- -------------------------------------- --------------------------------------
(Carl E. Reichardt) (Louis R. Ross)
/s/ Clifton R. Wharton, Jr. /s/ John M. Devine
- ---------------------------------------- --------------------------------------
(Clifton R. Wharton, Jr.) (John M. Devine)
- ----------------------------------------
(Murray L. Reichenstein)
</TABLE>
<PAGE> 15
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS
COVERING SECURITIES, GUARANTEES AND LEASE SECURITIES
ISSUED BY FORD MOTOR COMPANY
________________________________________________________________________________
The undersigned, the Director of Accounting of FORD MOTOR COMPANY (the
"Company"), appoints each of J. M. Devine, D. N. McCammon, M. S. Macdonald, J.
W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi and P. J. Sherry, Jr., his true
and lawful attorney and agent to do any and all acts and things and execute any
and all instruments which the attorney and agent may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933 and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with a Registration Statement
or Registration Statements and any and all amendments thereto relating to the
issuance and sale of the above-captioned Securities, Guarantees and Lease
Securities, as authorized at a meeting of the Board of Directors of the Company
held on April 13, 1995, including but not limited to, power and authority to
sign his name (whether on behalf of the Company, or otherwise) to such
Registration Statement or Registration Statements and any amendments thereto,
or any of the exhibits, financial statements and schedules, or the
Prospectuses, filed therewith, and to file them with the Commission. The
undersigned ratifies and confirms all that any of the attorneys and agents
shall do or cause to be done by virtue hereof. Any one of the attorneys and
agents shall have, and may exercise, all the powers conferred by this
instrument.
The undersigned has signed his name as of the 14th day of November, 1995.
/s/ Daniel R. Coulson
---------------------------
Daniel R. Coulson
