Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MICROELECTRONICS, INC. SALARIED RETIREMENT SAVINGS PLAN
(Full title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price per offering Amount of
to be registered registered* obligation** price** registration fee
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Common Stock
$1.00 par value 100,000 $35.1875 $3,518,750 $1,213.38
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*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by
Comerica Bank, as trustee under the Plan, during 1996 and during subsequent
years until a new Registration Statement becomes effective.
** Based on the market price of Common Stock of the Company on April 3,
1996, in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
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FORD MICROELECTRONICS, INC. SALARIED RETIREMENT SAVINGS PLAN
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statements Nos. 33-58785 and 33-56785 are
incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Ford Motor Company ("Ford") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for Ford's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above.
(c) The description of Ford's Common Stock contained in
registration statement no. 33-43085 filed by Ford under the Securities
Act of 1933 (the "1933 Act").
All documents subsequently filed by Ford pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing such documents.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit 4.1 Description of Ford Microelectronics, Inc. Salaried
Retirement Savings Plan. Filed as Exhibit 4.1 to
Registration Statement No. 33-56785 and incorporated
herein by reference.
Exhibit 4.2 Trust/Custodial Account Agreement effective as of
September 1, 1994 between Ford Microelectronics, Inc.
and Comerica Bank, as Trustee. Filed as Exhibit 4.2 to
Registration Statement No. 33-56785 and incorporated
herein by reference.
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Exhibit 4.3 Adoption Agreement effective as of September 1, 1994
between Ford Microelectronics, Inc. and Comerica Bank,
as Trustee. Filed as Exhibit 4.3 to Registration
Statement No. 33-56785 and incorporated herein by
reference.
Exhibit 5.1 Opinion of Thomas J. DeZure, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the
legality of the securities being registered hereunder.
Filed with this Registration Statement.
Exhibit 5.2 Opinion of F. C. King, a Senior Attorney of Ford
Motor Company, with respect to compliance
requirements of the Employee Retirement Income Security
Act of 1974. Filed with this Registration Statement.
Exhibit 23 Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
Exhibit 24.1 Powers of Attorney authorizing signature. Filed as
Exhibit No. 24.1 to Registration Statement No. 33-58785
and incorporated herein by reference.
Exhibit 24.2 Power of Attorney authorizing signature. Filed as
Exhibit No. 24.B to Registration Statement No. 33-64605
and incorporated herein by reference.
Exhibit 24.3 Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as
Exhibit No. 24.2 to Registration Statement No. 33-58785
and incorporated herein by reference.
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Colorado Springs, State of Colorado, on this 9th day of April, 1996.
FORD MICROELECTRONICS, INC. SALARIED
RETIREMENT SAVINGS PLAN
By:/s/Ralph F. Schauer
---------------------------------
Ralph F. Schauer, Chairman
Ford Microelectronics, Inc. Salaried
Retirement Savings Plan Administrative Committee
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The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on this 9th day of April, 1996.
FORD MOTOR COMPANY
By: Alex Trotman*
-----------------------------------
(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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Director and Chairman of the
Alex Troutman* Board of Directors, President
- -------------------- and Chief Executive Officer
(Alex Trotman) (principal executive officer)
Colby H. Chandler* Director
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(Colby H. Chandler)
Michael D. Dingman* Director April 9, 1996
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(Michael D. Dingman)
Director and Vice
President, Ford Motor Company,
and Director and President
and Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- --------------------
(Edsel B. Ford II)
William Clay Ford* Director
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(William Clay Ford)
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Signature Title Date
- --------- ------ ----
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee
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(William Clay Ford, Jr.)
Roberto C. Goizueta* Director
- -----------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
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(Marie-Josee Kravis)
Drew Lewis* Director April 9, 1996
- -----------------------
(Drew Lewis)
Ellen R. Marram* Director
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(Ellen R. Marram)
Kenneth H. Olsen* Director
- ------------------------
(Kenneth H. Olsen)
Carl E. Reichardt* Director
- -----------------------
(Carl E. Reichardt)
John L. Thornton Director
- -----------------------
(John L. Thornton)
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Signature Title Date
- --------- ------- ----
Clifton R. Wharton, Jr.* Director
- --------------------------
(Clifton R. Wharton, Jr.)
Group Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer)
- -----------------------
(John M. Devine) April 9, 1996
Director of Accounting
Daniel R. Coulson* (principal accounting officer)
- ----------------------
(Daniel R. Coulson)
*By: /s/K. S. Lamping
-------------------
(K. S. Lamping
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
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Exhibit 4.1 Description of Ford Microelectronics, Inc.
Salaried Retirement Savings Plan. Filed
as Exhibit 4.1 to Registration Statement
No 33-56785 and incorporated herein by
reference.
Exhibit 4.2 Trust/Custodial Account Agreement effective
as of September 1, 1994 between Ford
Microelectronics, Inc. and Comerica Bank, as
Trustee. Filed as Exhibit 4.2 to Registration
Statement No. 33-56785 and incorporated herein
by reference.
Exhibit 4.3 Adoption Agreement effective as of September
1, 1994 between Ford Microelectronics, Inc.
and Comerica Bank, as Trustee. Filed as Exhibit
4.3 to Registration Statement No. 33-56785
and incorporated herein by reference.
Exhibit 5.1 Opinion of Thomas J. DeZure, an Assistant
Secretary and Counsel of Ford Motor Company,
with respect to the legality of the
securities being registered hereunder. Filed
with this Registration Statement.
Exhibit 5.2 Opinion of F. C. King, a Senior Attorney of Ford
Motor Company, with respect to compliance
requirements of the Employee Retirement Income
Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.1 Powers of Attorney authorizing signature.
Filed as Exhibit No. 24.1 to Registration
Statement No. 33-58785 and incorporated herein
by reference.
Exhibit 24.2 Power of Attorney authorizing signature.
Filed as Exhibit No. 24.B to Registration
Statement No. 33-64605 and incorporated herein
by reference.
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Exhibit 24.3 Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit No. 24.2 to
Registration Statement No. 33-58785 and
incorporated herein by reference.
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FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHGIAN 48121
April 9, 1996
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8
(the "Registration Statement") that is being filed by Ford Motor
Company (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), with respect to 100,000
shares of Common Stock, par value $1.00 per share, of the Company
("Common Stock"), relating to the Ford Microelectronics, Inc.
Salaried Retirement Savings Plan (the "Plan").
As an Assistant Secretary and Counsel of the Company, I
am familiar with the Certificate of Incorporation and the By-Laws
of the Company and with its affairs, including the actions taken
by the Company in connection with the Plan. I also have examined
such other documents and instruments and have made such further
investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly
existing as a corporation under the laws of the State of
Delaware.
(2) All necessary corporate proceedings have been taken
to authorize the issuance of the shares of Common Stock being
registered under the Registration Statement, and all such shares
of Common Stock acquired by the Trustee under the Plan in
accordance with the Plan will be legally issued, fully paid and
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non-assessable when the Registration Statement shall have become
effective and the Company shall have received therefor the
consideration provided in the Plan (but not less than the par
value thereof).
I hereby consent to the use of this opinion as Exhibit
5.1 to the Registration Statement. In giving this consent, I do
not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission issued thereunder.
Very truly yours,
/s/Thomas J. DeZure
Thomas J. DeZure
Assistant Secretary
and Counsel
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 9, 1996
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8
(the "Registration Statement") that is being filed by Ford Motor
Company (the "Company") with the Securities and Exchange Commis-
sion (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Ford
Microelectronics, Inc. Salaried Retirement Savings Plan (the
"Plan").
As a Senior Attorney of the Company, I am familiar with
the affairs of the Company, including the action taken by the
Company in connection with the Plan. I have examined, or caused
to be examined, the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and the provisions of
the Plan. I also have examined or caused to be examined such
other documents and instruments and have made such further
investigation as I have deemed appropriate in connection with this
opinion.
Based upon the foregoing, it is my opinion that the provi-
sions of the Plan, as amended and subsequently modified if
necessary to obtain a favorable determination letter from the
Internal Revenue Service, will comply with the requirements of
ERISA pertaining to such provisions.
I hereby consent to the use of this opinion as Exhibit 5.2 to
the Registration Statement. In giving this consent, I do not
admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission issued thereunder.
Very truly yours,
/s/F. C. King
F. C. King
Senior Attorney
COOPERS & LYBRAND L.L.P.
Exhibit 23
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Ford Motor Company Registration Statements No. 33-58785 and 33-
56785 on Form S-8
We consent to the incorporation by reference in the above
Registration Statements of our report dated January 26, 1996
on our audits of the consolidated financial statements of Ford
Motor Company at December 31, 1995 and 1994, and for the years
ended December 31, 1995, 1994 and 1993, which report is included
or incorporated by reference in Ford's 1995 Annual Report on Form
10-K.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan
April 9, 1996
