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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report August 6, 1996
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(Date of earliest event reported)
FORD MOTOR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-3950 38-0549190
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(Commission File Number) (IRS Employer Identification No.)
The American Road, Dearborn, Michigan 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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Item 5. Other Events.
Debt Securities. Pursuant to Registration Statement No. 33-64247, Ford
Motor Company, a Delaware corporation ("Ford"), in November 1995, registered
Debt Securities of Ford ("Debt Securities") in the principal amount of
$961,700,000. The Debt Securities were registered on Form S-3 to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended. The Debt Securities are to be issued under an Indenture
dated as of February 15, 1992 between Ford and The Bank of New York, as Trustee
(the "Indenture"). In connection therewith, Ford has entered into an
underwriting agreement dated August 6, 1996 (the "Underwriting Agreement") with
Bear, Stearns & Co. Inc. and a pricing agreement dated August 6, 1996 (the
"Pricing Agreement") with Bear, Stearns & Co. Inc., as representative of the
several Underwriters named in Schedule I thereto (the "Underwriters").
Ford has created a series of Debt Securities under the Indenture in the
aggregate principal amount of $250,000,000. Such series has been designated as
Ford's 7-1/2% Debentures due August 1, 2026 (the "Debentures"). The Debentures
are being offered by the Underwriters pursuant to the Underwriting Agreement
and the Pricing Agreement. The entire issue of the Debentures will be
represented by two global securities, one in the principal amount of
$200,000,000 and one in the principal amount of $50,000,000 (the "Global
Debentures"), except that in certain circumstances as provided in the Indenture
the Global Debentures will be exchanged for Debentures in definitive form (the
"Definitive Debentures"). Copies of the Underwriting Agreement, the Pricing
Agreement, the form of Global Debenture and the form of Definitive Debenture
are being filed as exhibits to this Report.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
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<TABLE>
<CAPTION>
Designation Description Method of Filing
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<S> <C> <C>
Exhibit 1-A Underwriting Agreement dated August 6, Filed with this Report
1996 between Ford Motor Company and
Bear, Stearns & Co. Inc. relating to a series
of Ford Motor Company Debt Securities
registered pursuant to Registration Statement
No. 33-64247.
Exhibit 1-B Pricing Agreement dated August 6, 1996 Filed with this Report
between Ford Motor Company and Bear,
Stearns & Co. Inc., as representative of
the Underwriters named therein, relating to
a series of Ford Motor Company Debt
Securities registered pursuant to Registration
Statement No. 33-64247 designated as 7-1/2%
Debentures due August 1, 2026 in the aggregate
principal amount of $250,000,000.
Exhibit 4-A Form of Global Debenture relating to Ford Motor Filed with this Report
Company's 7-1/2% Debentures due August 1, 2026.
Exhibit 4-B Form of Definitive Debenture relating to Ford Filed with this Report
Motor Company's 7-1/2% Debentures due
August 1, 2026.
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR COMPANY
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(Registrant)
Date: August 9, 1996 By: /s/ Peter Sherry, Jr.
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Peter Sherry, Jr.
Assistant Secretary
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EXHIBIT INDEX
DESIGNATION DESCRIPTION PAGE
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Exhibit 1-A Underwriting Agreement dated August 6,
1996 between Ford Motor Company and
Bear, Stearns & Co. Inc. relating to a series
of Ford Motor Company Debt Securities
registered pursuant to Registration Statement
No. 33-64247.
Exhibit 1-B Pricing Agreement dated August 6, 1996
between Ford Motor Company and Bear,
Stearns & Co. Inc., as representative of
the Underwriters named therein, relating to
a series of Ford Motor Company Debt
Securities registered pursuant to Registration
Statement No. 33-64247 designated as 7-1/2%
Debentures due August 1, 2026 in the aggregate
principal amount of $250,000,000.
Exhibit 4-A Form of Global Debenture relating to Ford Motor
Company's 7-1/2% Debentures due August 1, 2026.
Exhibit 4-B Form of Definitive Debenture relating to Ford
Motor Company's 7-1/2% Debentures due
August 1, 2026.
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EXHIBIT 1-A
CONFORMED COPY
FORD MOTOR COMPANY
Debt Securities
Underwriting Agreement
August 6, 1996
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
Ford Motor Company, a Delaware corporation (the "Company"),
proposes from time to time to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firm or firms
named in Schedule I to the applicable Pricing Agreement (such firm or firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of the Company's debt securities (the
"Securities") specified in Schedule II to such Pricing Agreement (such
Securities, as so specified in such Pricing Agreement, being herein sometimes
referred to as the "Designated Securities"), less the principal amount of
Designated Securities covered by Delayed Delivery Contracts, if any, as
provided in Section 3 hereof and as may be specified in Schedule II to such
Pricing Agreement (such Designated Securities to be covered by Delayed Delivery
Contracts, as so specified in such Pricing Agreement, being herein sometimes
referred to as "Contract Securities" and the Designated Securities to be
purchased by the Underwriters (after giving effect to the deduction, if any,
for Contract Securities) being herein sometimes referred to as "Underwriters'
Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture dated as of February 15, 1992 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture") between the Company and The Bank of New York, Trustee (the
"Trustee").
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1. Particular sales of Designated Securities may be made from
time to time to the Underwriters of such Securities, for whom Bear, Stearns &
Co. Inc. will act as representative (the "Representative"). The term
"Representative" also refers to Bear, Stearns & Co. Inc. when it alone
constitutes the Underwriters. This Underwriting Agreement shall not be
construed as an obligation of the Company to sell any of the Securities or as
an obligation of any of the Underwriters to purchase the Securities. The
obligation of the Company to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any of the Securities shall
be evidenced by the Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall state the aggregate principal
amount of such Designated Securities, the initial public offering price of such
Designated Securities, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such Designated
Securities, the principal amount of such Designated Securities to be purchased
by each Underwriter, whether any of such Designated Securities shall be covered
by Delayed Delivery Contracts (as defined in Section 3 hereof) and the
commission payable to the Underwriters with respect thereto, and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the registration statement and the prospectus with respect thereto
and the Indenture) the terms of such Designated Securities. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts) and may be evidenced by an exchange of facsimile transmissions.
Each Pricing Agreement shall be deemed to be an agreement by the Company and
the Underwriters to be bound by the terms of this Agreement. The obligations
of the Underwriters under this Agreement and each Pricing Agreement shall be
several and not joint.
2. The Company represents and warrants to, and agrees with,
each of the Underwriters that:
(a) A registration statement (No. 33-64247) on Form S-3
in respect of the Securities has been filed with the Securities and
Exchange Commission (the "Commission"), in the form heretofore delivered to
the Representative, and such registration statement in such form has been
declared effective by the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement being hereinafter called the "Preliminary Prospectus", the
various parts of such registration statement, including all exhibits
thereto but excluding Form T-1, and, if applicable, including information
("Rule 430A Information"), if any, deemed to be a part of such registration
statement at the time of effectiveness pursuant to Rule 430A under the
Securities Act of 1933, as amended (the "Act"), each as amended at the time
such part became effective, being hereinafter collectively called the
"Registration Statement", and the prospectus relating to the Securities, in
the form in which it has most recently been filed, or mailed for filing,
with the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus"; and any reference herein to the
Registration
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Statement, to the Preliminary Prospectus or the Prospectus shall be deemed
to include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Act, as of the effective date of the Registration
Statement or the date of such Preliminary Prospectus or Prospectus, as the
case may be, and any reference herein to any amendment or supplement to the
Registration Statement, the Preliminary Prospectus or the Prospectus shall
be deemed to include any documents filed after the effective date of the
Registration Statement or the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and so incorporated by reference; and any
reference to the phrase "Prospectus as amended or supplemented" shall be
deemed to refer to the Prospectus as amended or supplemented to set forth
any Rule 430A Information or to describe the offering of a particular
series of Designated Securities in the form in which it is first filed, or
mailed for filing, with the Commission pursuant to Rule 424 under the Act,
including any documents incorporated by reference therein as of the date of
such filing or mailing);
(b) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and any further documents so
filed and incorporated by reference, when they are filed with the
Commission, will conform in all material respects to the requirements of
the Exchange Act and the rules and regulations of the Commission
thereunder;
(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will conform, in all
material respects to the requirements of the Act, the Exchange Act, where
applicable, and the rules and regulations of the Commission under the Act
or the Exchange Act, as applicable, and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus
and any supplement thereto, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any statement or
omission made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter of Designated Securities
through the Representative expressly for use in the Prospectus as amended
or supplemented relating to such Securities; when the Registration
Statement became effective, the Indenture was, and at all times thereafter
the Indenture has been and will be, duly qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and when the
Registration Statement became effective the Indenture conformed, and at all
times thereafter the Indenture has conformed and will conform, in all
material respects to the requirements of the Trust Indenture Act;
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has corporate power and authority and has all licenses,
permits, orders and other governmental and
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regulatory approvals, to own or lease its properties and conduct its
business in the jurisdictions in which such business is transacted as
described in the Prospectus, with only such exceptions as are not material
to the business of the Company and its subsidiaries considered as a whole;
(e) This Agreement has been duly authorized, executed and
delivered on behalf of the Company; upon execution and delivery of each
Pricing Agreement by the Company, such Pricing Agreement shall have been
duly authorized, executed and delivered on behalf of the Company and, when
executed and delivered by the Representative, will be a valid and legally
binding agreement of the Company in accordance with its terms; on the date
of each Pricing Agreement with respect to the Designated Securities covered
thereby, such Designated Securities shall be duly authorized, and, when
such Designated Securities are authenticated as contemplated by the
Indenture and issued and delivered in accordance with this Agreement and
the Pricing Agreement applicable to such Designated Securities and, in the
case of any Contract Securities, pursuant to Delayed Delivery Contracts
applicable to such Contract Securities, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company in accordance with their terms and will
be entitled to the benefits provided by the Indenture, which will be
substantially in the form included as an exhibit to the Registration
Statement; and the Indenture has been duly authorized by the Company and,
as executed and delivered by the Company and the Trustee, constitutes a
valid and legally binding instrument of the Company in accordance with its
terms except as the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in a
proceeding in equity or at law;
(f) In the event that any of the Securities are purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized by the Company and, when executed and
delivered on behalf of the Company and duly authorized, executed and
delivered on behalf of the purchaser thereunder, will constitute a valid
and legally binding agreement of the Company in accordance with its terms;
(g) There is no consent, approval, authorization, order,
registration or qualification of or with any court or any regulatory
authority or other governmental body having jurisdiction over the Company
which is required for, and the absence of which would materially affect,
the issue and sale of the Designated Securities as contemplated by this
Agreement or, in the case of any Contract Securities, Delayed Delivery
Contracts with respect to such Contract Securities, or the execution,
delivery or performance of the Indenture, except the registration under the
Act of the Securities, the qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under the securities or Blue Sky laws
of
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any jurisdiction in connection with the public offering of the Securities
by the Underwriters; and
(h) Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), who
have certified certain of the financial statements included or incorporated
by reference in the Registration Statement and the Prospectus as amended or
supplemented, are, to the best of the knowledge of the Company, independent
certified public accountants as required by the Act and the rules and
regulations of the Commission thereunder.
3. Upon the execution of the Pricing Agreement
applicable to any Designated Securities and authorization by the Representative
of the release of the Underwriters' Securities, the several Underwriters
propose to offer the Underwriters' Securities for sale upon the terms and
conditions set forth in the Prospectus as amended or supplemented, and, in
connection with such offer or the sale of such Designated Securities, will use
the Prospectus as amended or supplemented, together with any amendment or
supplement thereto, that specifically describes such Designated Securities, in
the form which has been most recently distributed to them by the Company, only
as permitted or contemplated thereby, and will offer and sell such Designated
Securities only as permitted by the Act and the applicable securities laws or
regulations of any jurisdiction. The Representative will use its best efforts
to inform the Company when it has authorized the sale of the Underwriters'
Securities to the public and when it has been advised that such Underwriters'
Securities have been sold by the several Underwriters within a reasonable
period of time after such sales are completed.
The Company may specify in Schedule II to the Pricing
Agreement applicable to any Designated Securities that the Underwriters are
authorized to solicit offers to purchase Designated Securities from the Company
pursuant to delayed delivery contracts (herein called "Delayed Delivery
Contracts"), substantially in the form of Annex II attached hereto but with
such changes therein as the Representative and the Company may authorize or
approve. If so specified, the Underwriters will endeavor to make such
arrangements, and as compensation therefor the Company will pay to the
Representative, for the accounts of the Underwriters, at the Time of Delivery
(as defined in Section 4 hereof), such commission, if any, as may be set forth
in such Pricing Agreement. Delayed Delivery Contracts, if any, shall be with
institutional investors of the types described in the Prospectus as amended or
supplemented and subject to other conditions therein set forth. The Company
will enter into a Delayed Delivery Contract in each case where the Underwriters
have arranged for such a contract and the Company has advised the
Representative of its approval of the proposed sale of Contract Securities to
the purchaser thereunder; provided, however, that the minimum principal amount
of Contract Securities covered by any Delayed Delivery Contract (or the
aggregate amount under Delayed Delivery Contracts with related purchasers)
shall be $1,000,000 and the aggregate principal amount of all Contract
Securities shall not exceed the maximum aggregate principal amount specified in
Schedule II to the Pricing Agreement with respect to the Designated Securities
specified therein, unless the Company shall otherwise agree in writing.
However, if the aggregate principal amount of Contract Securities
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requested for delayed delivery is less than the minimum aggregate principal
amount specified in such Schedule II, the Company will have the right to reject
all requests. Each Underwriter to whom Contract Securities have been
attributed will make reasonable efforts to assist the Company in obtaining
performance by the purchaser in accordance with the terms of the Delayed
Delivery Contract covering such Contract Securities, but no Underwriter will
have any liability in respect of the validity or performance of any Delayed
Delivery Contract.
The Company will notify the Representative not later than 3:30
p.m., New York City time, on the third business day preceding the Time of
Delivery specified in the applicable Pricing Agreement (or such other time and
date as the Representative and the Company may agree upon in writing), such
notice to be confirmed in writing prior to such Time of Delivery, of the
principal amount of Contract Securities, and the name of, and principal amount
thereof to be purchased by, each purchaser. The principal amount of Contract
Securities to be deducted from the principal amount of Designated Securities to
be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Securities shall be, in each case, the
principal amount of Contract Securities of which the Company has been advised
in writing prior to the time of Delivery by the Representative as having been
attributed to such Underwriter, provided that, if the Company has not been so
advised, the amount of Contract Securities to be so deducted shall be, in each
case, that proportion of Contract Securities which the principal amount of
Designated Securities to be purchased by such Underwriter under such Pricing
Agreement bears to the total principal amount of the Designated Securities
(rounded, as the Representative may determine, to the nearest $1,000 principal
amount) and that, subject to Section 8 hereof, the total principal amount of
Underwriters' Securities to be purchased by all of the Underwriters pursuant to
such Pricing Agreement shall be the total principal amount of Designated
Securities set forth in Schedule I to such Pricing Agreement less the principal
amount of the Contract Securities.
4. Underwriters' Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, shall be
delivered (to the extent practicable) in definitive form or in the form of one
or more global securities, as specified in such Pricing Agreement, by the
Company to the Representative, for the account of such Underwriter, against
payment of the purchase price therefor by such Underwriter or on its behalf, by
certified or bank cashier's check or checks, payable to the order of the
Company, or by wire or internal bank transfer to an account specified by the
Company, in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representative and the Company may agree upon in writing,
the time and date of such delivery and payment being herein called the "Time of
Delivery". If any Underwriters' Securities are to be delivered in definitive
form, the Underwriters' Securities so delivered shall be in such authorized
denominations and shall be registered in such name or names as the
Representative shall request in writing at least 48 hours prior to the Time of
Delivery. For the purpose of expediting the checking of such Securities by the
Representative, the Company agrees to make such Securities available to the
Representative not later than 9:00 a.m., New York City
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time, on the business day next preceding the Time of Delivery at the offices of
the Representative designated in Section 11 hereof. If any Underwriters'
Securities are to be delivered in global form, unless otherwise provided in the
applicable Pricing Agreement, the Underwriters' Securities so delivered shall
be deposited with, or on behalf of, the Depository Trust Company (the
"Depository") and registered in the name of the Depository's nominee.
Concurrently with the delivery of and payment for the
Underwriters' Securities, the Company will deliver to the Representative for
the accounts of the Underwriters a check payable to the order of the
Representative in the amount of any compensation payable by the Company to the
Underwriters in respect of any Delayed Delivery Contracts as provided in
Section 3 hereof and in the Pricing Agreement relating to such Securities, or
such amount may be deducted from the amounts delivered pursuant to the
preceding paragraph.
5. The Company agrees with each of the Underwriters of
any Designated Securities:
(a) To make no amendment or any supplement to the
Registration Statement or the Prospectus as amended or supplemented after
the date of the Pricing Agreement relating to such Designated Securities
and prior to the Time of Delivery for such Designated Securities prior to
having furnished the Representative with a copy of the proposed form
thereof and given the Representative a reasonable opportunity to review the
same; to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the Prospectus as amended or supplemented and for so long as the
delivery of a prospectus is required by law in connection with the offering
or sale of such Designated Securities, and during such same period to
advise the Representative, promptly after it receives notice thereof, of
the time when any amendment to the Registration Statement has been filed or
become effective or any supplement to the Prospectus as amended or
supplemented or any amended Prospectus has been filed or mailed for filing,
of the issuance of any stop order by the Commission, of the suspension of
the qualification of such Designated Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or the Prospectus as amended or
supplemented or for additional information; and, in the event of the
issuance of any such stop order or of any order preventing or suspending
the use of any prospectus relating to such Designated Securities or
suspending any such qualification, to use promptly its best efforts to
obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representative may reasonably request in order to qualify such Designated
Securities for offering and sale under the securities laws of such states
as the Representative may request and to continue such qualifications in
effect so long as necessary under such laws for the
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distribution of such Designated Securities, provided that, in connection
therewith the Company shall not be required to qualify as a foreign
corporation to do business, or to file a general consent to service of
process in any jurisdiction, and provided further that the expense of
maintaining any such qualification more than one year from the date of the
Pricing Agreement with respect to such Designated Securities shall be at
the expense of the Underwriters;
(c) To furnish the Underwriters with copies of the
Registration Statement (excluding exhibits) and copies of the Prospectus as
amended or supplemented in such quantities as the Representative may from
time to time reasonably request; and if, before a period of six months
shall have elapsed after the date of the Pricing Agreement applicable to
such Designated Securities and the delivery of a prospectus shall be at the
time required by law in connection with sales of any such Designated
Securities, either (i) any event shall have occurred as a result of which
the Prospectus as amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (ii) for any other reason it
shall be necessary during such same period to amend or supplement the
Prospectus as amended or supplemented or to file under the Exchange Act any
document incorporated by reference into the Prospectus as amended or
supplemented in order to comply with the Act or the Exchange Act, to notify
the Representative and upon its request to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer
participating in the distribution of such Designated Securities as many
copies as the Representative may from time to time reasonably request of an
amendment or a supplement to the Prospectus as amended or supplemented
which will correct such statement or omission or effect such compliance;
and in case any Underwriter is required by law to deliver a prospectus in
connection with sales of any of such Designated Securities at any time six
months or more after the date of such Pricing Agreement, upon the request
of the Representative, but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as the Representative may
request of an amended or supplemented prospectus complying with Section
10(a)(3) of the Act;
(d) To make generally available to its security holders
as soon as practicable, but in any event no later than eighteen months
after the effective date of the Registration Statement (as such date is
defined in Rule 158(c) under the Act), an earning statement of the Company
and its consolidated subsidiaries complying with Rule 158 under the Act and
covering a period of at least twelve consecutive months beginning after
such effective date;
(e) During a period of five years from the date of the
Pricing Agreement applicable to such Designated Securities, to furnish to
the Representative copies of all reports or other communications (financial
or other) furnished to security holders, and to deliver to the
Representative, during such same period, (i) as soon as they are available,
copies of any reports and financial statements furnished to or filed with
the Commission
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or any national securities exchange on which any of the Securities or any
class of securities of the Company is listed, and (ii) such additional
information concerning the business and financial condition of the Company
as the Representative may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent that the
accounts of the Company and its subsidiaries are consolidated in reports
furnished to its security holders generally or to the Commission);
(f) To pay or cause to be paid all costs and expenses
incident to the performance of its obligations hereunder, including the
cost of all qualifications of such Designated Securities under state
securities laws (including reasonable fees and disbursements of counsel to
the Underwriters in connection with such qualifications and with legal
investment surveys), any fees of rating agencies with respect to the
Securities and the cost of printing this Agreement, each Pricing Agreement
and any Delayed Delivery Contracts (it being understood that, except as
provided in this subsection (f) and in Section 10 hereof, the Underwriters
will pay all of their own costs and expenses, including the cost of
printing any Agreement Among Underwriters, the fees of their counsel,
transfer taxes on resale of any of such Designated Securities by them and
any advertising expenses connected with any offers that they may make); and
(g) On any date on which the Company shall release to the
general public interim financial information included in or derived from
the its consolidated statement of income for a period ending on the last
day of the preceding calendar quarter, the Company shall cause Coopers &
Lybrand forthwith to furnish the Representative a letter, dated no earlier
than two days prior to the date of such release, substantially in the form
of Annex III hereto.
6. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
shall be subject, in the discretion of the Representative, to the condition
that all representations and warranties and other statements of the Company
herein are, at and as of the Time of Delivery for such Designated Securities,
true and correct, the condition that the Company shall have performed all of
its obligations hereunder theretofore to be performed, in all material
respects, and the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall
have been complied with or otherwise satisfied;
(b) J.M. Rintamaki, Esq., an Assistant General Counsel
and Secretary of the Company, or other counsel satisfactory to the
Representative in its reasonable judgment, shall have furnished to the
Representative his written opinion, dated the Time of Delivery for such
Designated Securities, in form satisfactory to the Representative in its
reasonable judgment, to the effect that:
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(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power under the
laws of such State to own its properties and conduct its
business as described in the Prospectus as amended or
supplemented, and is duly qualified and in good standing to do
business as a foreign corporation in the States of Michigan
and Ohio;
(ii) This Agreement and the Pricing Agreement
applicable to the Designated Securities each have been duly
authorized, executed and delivered by the Company;
(iii) The Indenture has been duly authorized,
executed and delivered by, and constitutes a valid and binding
instrument of, the Company and has been duly qualified under
the Trust Indenture Act;
(iv) In the event that any of the Designated
Securities are to be purchased pursuant to Delayed Delivery
Contracts, each Delayed Delivery Contract which has been
executed by the Company, has been duly authorized, executed
and delivered by the Company and, assuming due authorization,
execution and delivery by the purchaser thereunder, is a valid
and binding agreement of the Company;
(v) The Designated Securities have been duly
authorized by the Company; the Underwriters' Securities,
assuming due authentication by the Trustee, have been duly
executed, authenticated, issued and delivered and constitute
valid and binding obligations of the Company entitled to the
benefits provided by the Indenture; and the Contract
Securities, if any, when duly executed and authenticated as
provided in the Indenture and issued and delivered in
accordance with the Delayed Delivery Contracts, if any, will
constitute valid and binding obligations of the Company
entitled to the benefits provided by the Indenture;
(vi) The issue and sale of the Designated
Securities and the compliance by the Company with all
provisions of the Designated Securities, the Indenture, this
Agreement, the Pricing Agreement applicable to the Designated
Securities and each of the Delayed Delivery Contracts, if any,
will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under (in each
case material to the Company and its subsidiaries considered
as a whole), or result in the creation or imposition of any
lien, charge or encumbrance (in each case material to the
Company and its subsidiaries considered as a whole) upon any
of the property or assets of the Company pursuant to the terms
of, any indenture, mortgage, deed of trust, loan agreement,
guarantee, lease financing agreement or other similar
agreement or instrument known to such counsel under which the
Company is a
<PAGE> 11
11
debtor or a guarantor, nor will such action result in any
violation of the provisions of the Certificate of
Incorporation or the By-Laws of the Company;
(vii) The documents incorporated by reference in
the Prospectus as amended or supplemented (other than the
financial statements and other accounting information
contained or incorporated by reference therein or omitted
therefrom, as to which such counsel need express no opinion),
when they were filed with the Commission, complied as to form
in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission
thereunder;
(viii) The Registration Statement has become
effective under the Act and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for
that purpose has been instituted or threatened by the
Commission; the Registration Statement and the Prospectus as
amended or supplemented and any further amendments and
supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities (other than Exhibit 12
to the Registration Statement and the financial statements and
other accounting information contained in the Registration
Statement or the Prospectus as amended or supplemented or any
further amendments or supplements thereto, or omitted
therefrom, as to which such counsel need express no opinion)
comply as to form in all material respects with the
requirements of the Act and the rules and regulations
thereunder; and the statements in the Registration Statement
and the Prospectus as amended or supplemented in the sections
thereof describing the Securities and the Designated
Securities are accurate and fairly present the information
required or purported to be shown;
(ix) Such counsel believes that neither the
Registration Statement (other than Exhibit 12 thereto and the
financial statements and other accounting information
contained therein or omitted therefrom, as to which such
counsel need express no opinion) nor any amendment thereto, at
the time the same became effective, contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading;
(x) Such counsel believes that on the date of the
Prospectus as amended or supplemented relating to the
Designated Securities and at the Time of Delivery the
Prospectus as amended or supplemented (other than the
financial statements and other accounting information
contained therein or omitted therefrom, as to which such
counsel need express no opinion) together with any supplement
thereto, does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or
<PAGE> 12
12
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(xi) Such counsel does not know of any contract or
other document of a character required to be filed as an
exhibit to the Registration Statement or required to be
incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration
Statement or the Prospectus as amended or supplemented which
is not filed or incorporated by reference or described as
required; and
(xii) Such counsel does not know of any legal or
governmental proceeding pending to which the Company is a
party or of which any property of the Company is the subject,
and no such proceedings are known by such counsel to be
threatened or contemplated by governmental authorities or
threatened by others, other than as set forth or contemplated
in the Prospectus as amended or supplemented and other than
such proceedings which, in his opinion, will not have a
material adverse effect upon the general affairs, financial
position, net worth or results of operations (on an annual
basis) of the Company and its subsidiaries considered as a
whole.
Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture, the Delayed Delivery
Contracts, if any, and the Designated Securities may be limited by
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally and by general
equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law;
(c) Shearman & Sterling, counsel to the Underwriters,
shall have furnished to the Representative its written opinion, dated the
Time of Delivery for such Designated Securities, in form satisfactory to
the Representative in its reasonable judgment, to the effect that:
(i) The Company is a corporation duly
incorporated and validly existing in good standing under the
laws of the State of Delaware and has the corporate power
under the laws of such State to own its properties and carry
on its business as set forth in the Prospectus as amended or
supplemented;
(ii) The Indenture has been duly qualified under
the Trust Indenture Act, has been duly authorized, validly
executed and delivered by the Company and constitutes a valid
and binding obligation of the Company;
(iii) The Designated Securities have been duly
authorized by the Company; the Underwriters' Securities, when
executed by the Company and authenticated by the Trustee in
accordance with the Indenture and delivered
<PAGE> 13
13
and paid for as provided in this Agreement and the applicable
Pricing Agreement, will have been duly issued under the
Indenture and will constitute valid and binding
obligations of the Company entitled to the benefits provided
by the Indenture; and any Contract Securities (if executed by
the Company and authenticated by the Trustee as aforesaid),
when delivered and paid for as provided in the Delayed
Delivery Contracts, will have been duly issued under the
Indenture and will constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture;
(iv) The documents incorporated by reference in
the Prospectus as amended or supplemented (other than the
financial statements and other accounting information
contained or incorporated by reference therein or omitted
therefrom, as to which such counsel need express no opinion),
when they were filed with the Commission, appeared on their
face to be appropriately responsive in all material respects
to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder;
(v) The Registration Statement has become
effective under the Act, is still effective, and to the best
knowledge of such counsel no proceedings for a stop order are
pending or threatened;
(vi) The Registration Statement and the Prospectus
as amended or supplemented and any further amendments or
supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities (other than Exhibit 12
to the Registration Statement and the financial statements and
other accounting information contained in the Registration
Statement or the Prospectus as amended or supplemented or any
further amendments or supplements thereto, or omitted
therefrom, as to which such counsel need express no opinion)
appear on their face to be appropriately responsive in all
material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder;
(vii) The Indenture and the Designated Securities
conform as to legal matters with the descriptions thereof
contained in the Registration Statement and the Prospectus as
amended or supplemented; and
(viii) This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly
authorized, executed and delivered by the Company.
Such opinion shall also state that, while the such counsel have not
verified, and are not passing upon and do not assume any responsibility
for, the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus, they have generally reviewed
and discussed such statements with the certain officers and
<PAGE> 14
14
employees of the Company, with their counsel and auditors and with the
representatives of the Underwriters, and in the course of such review and
discussions, no facts came to the attention of such counsel which lead them
to believe that the Registration Statement, at the time that the
Registration Statement became effective (other than the financial
statements and other accounting information contained therein, or omitted
therefrom, as to which they have not been requested to comment), contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus, as of the date thereof (other than
the financial statements and other accounting information contained
therein, or omitted therefrom, as to which they have not been requested to
comment), included an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture and the Designated Securities
may be limited by bankruptcy, insolvency, reorganization or other similar
laws relating to or affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law;
(d) (i) At the time of execution of the Pricing
Agreement for such Designated Securities, Coopers & Lybrand shall have
furnished to the Representative a letter dated the date of such Pricing
Agreement and (ii) at the Time of Delivery for such Designated Securities,
Coopers & Lybrand shall have furnished to the Representative a letter dated
such Time of Delivery, in each case in form satisfactory to the
Representative, in its reasonable judgment, to the effect set forth in
Annex IV hereto and, with respect to such letter dated such Time of
Delivery, as to such other matters as the Representative may reasonably
request as shall be referred to in Schedule II to the Pricing Agreement
applicable to such Designated Securities;
(e) Since the respective dates as of which information is
given in the Prospectus as amended or supplemented, there shall not have
occurred any material adverse change, or any development involving a
prospective material adverse change, in or affecting particularly the
business or assets of the Company and its subsidiaries considered as a
whole, or any material adverse change in the financial position or results
of operations of the Company and its subsidiaries considered as a whole,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented, which in any such case makes it impracticable or inadvisable
in the reasonable judgment of the Representative to proceed with the public
offering or the delivery of the Designated Securities on the terms and in
the manner contemplated in the Prospectus as amended or supplemented;
(f) Since the time of execution of the Pricing Agreement
applicable to the Designated Securities, the United States shall not have
become engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war,
<PAGE> 15
15
which makes it impracticable or inadvisable in the reasonable judgment of
the Representative to proceed with the public offering or the delivery of
the Designated Securities on the terms and in the manner contemplated in
the Prospectus as amended or supplemented; and
(g) The Company shall have furnished or caused to be
furnished to the Representative, at the Time of Delivery for such
Designated Securities, a certificate in form satisfactory to the
Representative in its reasonable judgment to the effect that: (i) the
representations and warranties of the Company contained in this Agreement
are true and correct on and as of such Time of Delivery as though made at
and as of such Time of Delivery; (ii) the Company has duly performed, in
all material respects, all obligations required to be performed by it
pursuant to the terms of this Agreement at or prior to such Time of
Delivery; (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose
has been initiated or, to the knowledge of the Company, threatened by the
Commission and all requests for additional information on the part of the
Commission have been complied with or otherwise satisfied; and (iv) at and
as of such Time of Delivery neither the Registration Statement nor the
Prospectus as amended or supplemented contains any untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that no such certificate shall apply to any statements
or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representative expressly for use therein.
The obligations of the Company and the Underwriters of any
Designated Securities under the Pricing Agreement applicable to such Designated
Securities are subject to the additional condition that there shall have been
furnished to the Company and such Underwriters, at the Time of Delivery for
such Designated Securities, such certificates of officers as shall, in the
reasonable judgment of the Representative and the Company, be appropriate to
indicate that the Indenture has been duly authorized, executed and delivered by
the Trustee and is a valid and binding agreement of the Trustee.
7. (a) The Company will indemnify and hold harmless
each Underwriter of the applicable Designated Securities against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject with respect to such Designated Securities, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement
or the Prospectus as amended or supplemented, or any amendment or supplement
thereto with respect to such Designated Securities, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action
<PAGE> 16
16
or claim; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representative expressly for use therein;
and provided further that the Company shall not be liable to any Underwriter of
Designated Securities or any person controlling such Underwriter under the
indemnity agreement in this subsection (a) with respect to any of such
documents to the extent that any such loss, claim, damage or liability of such
Underwriter or controlling person results from the fact that such Underwriter
sold such Designated Securities to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
Prospectus or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference), whichever is most recent, if the Company
has previously furnished copies thereof to such Underwriter.
The indemnity agreement in this subsection (a) shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act.
(b) Each Underwriter of the applicable Designated
Securities will indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become subject with
respect to such Designated Securities, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus as amended
or supplemented, or any amendment or supplement thereto with respect to such
Designated Securities, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any of such documents in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representative expressly for use
therein; and will reimburse the Company for any legal fees or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim.
The indemnity agreement in this subsection (b) shall be in
addition to any liability which the Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Company and to each person, if any, who controls the Company within the meaning
of the Act.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action
such indemnified party shall,
<PAGE> 17
17
if a claim in respect thereof is to be made against the indemnifying party
under such subsection, notify the indemnifying party in writing of the
commencement thereof, and in the event that such indemnified party shall not so
notify the indemnifying party within 30 days following receipt of any such
notice by such indemnified party, the indemnifying party shall have no further
liability under such subsection to such indemnified party unless such
indemnifying party shall have received other notice addressed and delivered in
the manner provided in the second paragraph of Section 11 hereof of the
commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party in its reasonable
judgment, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 7
is unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters of the Designated Securities on
the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters,
in each case as set forth in the table on the cover page of the Prospectus as
amended or supplemented with respect to such Designated Securities. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or such Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission, including, with respect to any
<PAGE> 18
18
such Underwriter, the extent to which such losses, claims, damages or
liabilities (or actions in respect thereof) result from the fact that such
Underwriter sold such Designated Securities to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the Prospectus or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference), whichever is most recent, if the Company
has previously furnished copies thereof to such Underwriter. The Company and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable
Designated Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of Underwriters of Designated Securities in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
8. If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under the
Pricing Agreement applicable to such Securities, the Representative may in its
discretion arrange for itself or for another party or other parties to purchase
such Underwriters' Securities on the terms contained herein. If within 36
hours after such default by any Underwriter the Representative do not arrange
for the purchase of such Underwriters' Securities, then the Company shall be
entitled to a further period of 36 hours within which to procure another party
or other parties to purchase such Underwriters' Securities on such terms. In
the event that, within the respective prescribed periods, the Representative
notify the Company that it has so arranged for the purchase of such
Underwriters' Securities, or the Company notifies the Representative that it
has so arranged for the purchase of such Underwriters' Securities, the
Representative or the Company, respectively, shall have the right to postpone
the Time of Delivery for such Underwriters' Securities for a period of not more
than seven days in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or any other documents or arrangements, and the Company agrees to
file promptly any amendments to the Registration Statement or the Prospectus as
amended or supplemented which in the opinion of Shearman & Sterling and counsel
for the Company referred to in Section 6(b) hereof may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if it had originally
been a party to the Pricing Agreement with
<PAGE> 19
19
respect to such Designated Securities. In the event that neither the
Representative nor the Company arrange for another party or parties to purchase
such Underwriters' Securities as provided in this Section, the Company shall
have the right to require each non-defaulting Underwriter to purchase and pay
for the Underwriters' Securities which such non-defaulting Underwriter agreed
to purchase under the Pricing Agreement relating to such Designated Securities
and, in addition, to require each non-defaulting Underwriter to purchase the
Underwriters' Securities which the defaulting Underwriter or Underwriters shall
have so failed to purchase up to an amount thereof equal to 10% of the
principal amount of the Underwriters' Securities which such non-defaulting
Underwriter has otherwise agreed to purchase under the Pricing Agreement
relating to such Designated Securities; provided, however, that if the
aggregate principal amount of Underwriters' Securities which any defaulting
Underwriter or Underwriters shall have so failed to purchase is more than
one-eleventh of the aggregate principal amount of the Designated Securities,
then the Pricing Agreement relating to such Designated Securities may be
terminated either by the Company or, through the Representative, by such
Underwriters as have agreed to purchase in the aggregate 50% or more of the
remaining Designated Securities under the Pricing Agreement relating to such
Designated Securities, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses referred to in Section 5(f)
hereof and the indemnification provided in Section 7 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
9. The respective indemnities, agreements,
representations, warranties and other statements of the Underwriters and the
Company hereunder, as set forth in this Agreement or made by them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or the Company or any of its
officers or directors or any controlling person, and shall survive delivery of
and payment for the Designated Securities.
10. If any Pricing Agreement shall be terminated pursuant
to Section 8 hereof, or if any Designated Securities are not delivered by the
Company as provided herein because the condition set forth either in the last
paragraph of Section 6 or in Section 6(f) has not been met, the Company shall
then be under no liability hereunder to any Underwriter, except as provided in
Section 5(f) and Section 7 hereof; but if for any other reason any Designated
Securities are not delivered by the Company as provided herein, the Company
will be liable to reimburse the Underwriters, through the Representative, for
all out-of-pocket expenses, including counsel fees and disbursements, as
approved in writing by the Representative, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Designated Securities, but the Company shall then have no further liability to
any Underwriter except as provided in Section 5(f) and Section 7 hereof.
11. In all dealings with the Company under this Agreement
and each Pricing Agreement, the Representative of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
Company shall be entitled to act and rely
<PAGE> 20
20
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by the Representative.
All statements, requests, notices and agreements hereunder
shall be in writing, or by telegram if promptly confirmed in writing, and if to
the Representative or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the Representative at 245 Park Avenue,
New York, New York 10167, and if to the Company shall be sufficient in all
respects if delivered or sent by registered mail to the Company at The American
Road, Dearborn, Michigan 48121, attention of the Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 7(c) hereof shall be
delivered or sent by registered mail directly to such Underwriter at its
principal office.
12. This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the Underwriters and the
Company, and to the extent provided in Section 7 and Section 9 hereof, the
officers and directors of the Company and any person who controls any
Underwriter or the Company, and their respective personal representatives,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing Agreement. No
purchaser of any of the Designated Securities from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.
13. Time shall be of the essence of each Pricing
Agreement.
14. This Agreement and each Pricing Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
15. This Agreement and each Pricing Agreement may be
executed by each of the parties hereto and thereto in any number of
counterparts, and by each of the parties hereto and thereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
<PAGE> 21
21
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon the acceptance
hereof by you, this letter and such acceptance hereof shall constitute a
binding agreement.
Very truly yours,
FORD MOTOR COMPANY
By: /s/ M.S. Macdonald
-------------------------
Accepted in New York, New York,
as of the date hereof:
BEAR, STEARNS & CO. INC.
By: /s/ Timothy A. O'Neill
----------------------------
Name: Timothy A. O'Neill
Title: Senior Managing Director
<PAGE> 22
ANNEX I
Pricing Agreement
BEAR, STEARNS & CO. INC.
as Representative of the
Several Underwriters named
in Schedule I hereto,
245 Park Avenue
New York, New York 10167
, 19
Ladies and Gentlemen:
Ford Motor Company, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement dated August 6, 1996 (the "Underwriting Agreement")
between the Company and Bear, Stearns & Co. Inc., to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety and shall be deemed to be a part of this Pricing Agreement to the
same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting
Agreement relating to the Prospectus shall be deemed to have been made as of
the date of the Underwriting Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Designated Securities covered by this
Pricing Agreement, shall be deemed to have been made as of the date of this
Pricing Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you, is now proposed to be filed, or, in the
case of a supplement, electronically transmitted for filing, with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase
<PAGE> 23
Ann. I - 2
from the Company, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto [, less the principal amount of Designated Securities covered
by Delayed Delivery Contracts, if any, [as may be specified in such Schedule
II] [attributable to such Underwriter as determined pursuant to Section 3 of
the Underwriting Agreement]].
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the Master Agreement Among Underwriters, the form of
which you have delivered to us. You represent that you are authorized on
behalf of yourselves and each of the Underwriters to enter into this Pricing
Agreement.
Very truly yours,
FORD MOTOR COMPANY
By______________________________
Accepted as of the date hereof:
By: _____________________________
Name:
Title:
<PAGE> 24
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
Of Designated
Securities to
Underwriters be Purchased
------------ ------------------------------
<S> <C>
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . $
[Names of Other Underwriters] . . . . . . . . . . . . . . . . . . . . . .
------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
==============================
</TABLE>
<PAGE> 25
SCHEDULE II TO PRICING AGREEMENT
Title of Designated Securities:
[ %] [Extendable] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due
Aggregate principal amount:
$
Denominations:
[$1,000] [$5,000] [$ ]
Price to Public:
% of the principal amount of the Underwriters' Securities, plus
accrued interest from to [and accrued
amortization, if any, from to ]
Purchase Price by Underwriters:
% of the principal amount of the Underwriters' Securities, plus
accrued interest from to [and accrued
amortization, if any, from to ]
Maturity:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No redemption provisions]
[The Designated Securities may be redeemed, [otherwise than through
the sinking fund,] in whole or in part at the option of the Company,
in the amount of $ or an integral multiple thereof, [on or
after , at the following redemption prices (expressed
in percentages of principal amount). If [redeemed on or before
, , %, and if] redeemed during the 12-month period
beginning ,
Year Redemption Price
<PAGE> 26
Sch. II - 2
and thereafter at 100% of their principal amount, together in
each case with accrued interest to the redemption date.]
[on any interest payment date falling on or after
, , at the election of the Company, at a redemption price
equal to the principal amount thereof, plus accrued interest
to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax
law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking
fund to retire $ principal amount of Designated Securities on
in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Securities in the
years through at 100% of their principal amount plus accrued
interest.]
[If Designated Securities are Extendable Debt
Securities, insert--
Extendable Provisions:
The Designated Securities are repayable on , at the option
of the holder, at their principal amount with accrued interest. The
initial annual interest rate will be %, and thereafter the annual
interest rate will be adjusted on , , and to a rate not
less than % of the effective annual interest rate on
obligations with year maturities as of the [interest date 15 days
prior to maturity date] prior to such [insert maturity date].]
[If Designated Securities are Floating Rate Debt
Securities, insert--
Floating Rate Provisions:
<PAGE> 27
Sch. II - 3
The initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each ,
, and ] [to an annual rate of % above the
average rate for -year [-month] [securities]
[certificates of deposit] by and [insert names
of banks].] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent of the
weekly average per annum market discount rate for
-month Treasury bills plus % of the Interest Differential
(the excess, if any, of (i) the then-current weekly average
per annum secondary market yield for -month certificates
of deposit over (ii) the then-current interest yield
equivalent of the weekly average per annum market discount
rate for -month Treasury bills); [from and
thereafter the rate will be the then-current interest yield
equivalent plus % of the Interest Differential].]
Time of Delivery:
[time and date], 19
Closing Location:
Shearman & Sterling, New York, New York
Funds in which Underwriters to make Payment:
[Immediately available funds] [[New York] Clearing House funds]
Delayed Delivery:
[None]
[Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into. Such commission shall be payable to the order of .]
[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]
[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]
[Additional Comfort Procedures:]
[Other Terms:]
<PAGE> 28
ANNEX II
Delayed Delivery Contract
, 19
FORD MOTOR COMPANY
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Attention:
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Ford Motor
Company (hereinafter called the "Company"), and the Company agrees to sell to
the undersigned, principal amount of the Company's [Title of Designated
Securities] (hereinafter called the "Designated Securities"), offered by the
Company's Prospectus dated , 19 , as amended or supplemented,
receipt of a copy of which is hereby acknowledged, at a purchase price of %
of the principal amount thereof, plus accrued interest from the date from which
interest accrues as set forth below, and on the further terms and conditions
set forth in this contract. [The undersigned will purchase the Designated
Securities from the Company on , 19 (the "Delivery Date"), and
interest on the Designated Securities so purchased will accrue from ,
19 . Each of the Designated Securities will be dated the Delivery Date
thereof.] [The undersigned will purchase the Designated Securities from the
Company on the delivery date or dates and in the principal amount or amounts
set forth below:
<TABLE>
<CAPTION>
Principal Date from Which
Delivery Date Amount Interest Accrues
------------- ------ ----------------
<S> <C> <C>
, 19 $ , 19
, 19 $ ,19
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date". Each of the Designated
Securities will be dated the Delivery Date thereof.]
<PAGE> 29
Ann. II - 2
Payment for the Designated Securities which the undersigned
has agreed to purchase on [the] [each] Delivery Date shall be made to the
Company or its order by certified or official bank check in [Immediately
available funds] [[New York] Clearing House funds] at the office of ___________
[at 9:30 a.m., New York City time,] on [the] [such] Delivery Date upon delivery
to the undersigned of the Designated Securities then to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Designated Securities on [the] [each] Delivery Date shall be
subject to the conditions that (1) the purchase of Designated Securities by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the
laws of the jurisdiction to which the undersigned is subject and (2) the
Company, on or before , 19 , shall have sold to the several
Underwriters, pursuant to the Pricing Agreement dated , 19 with
the Company, an aggregate principal amount of Designated Securities equal to
$__________ minus the aggregate principal amount of Designated Securities
covered by this contract and other contracts similar to this contract. The
obligation of the undersigned to take delivery of and make payment for
Designated Securities shall not be affected by the failure of any purchaser to
take delivery of and make payment for Designated Securities pursuant to other
contracts similar to this contract.
Promptly after completion of the sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants to the Company that,
as of the date of this contract, the undersigned is not prohibited from
purchasing the Designated Securities hereby agreed to be purchased by it under
the laws of the jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by any party hereto without the written consent of the other parties.
This contract may be executed by the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
<PAGE> 30
Ann. II - 3
It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the sole discretion
of the Company and that, without limiting the foregoing, acceptances of such
contract need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.
Yours very truly,
By___________________________
(Signature)
_____________________________
(Name and Title)
_____________________________
(Address)
Accepted, , 19
FORD MOTOR COMPANY
By_______________________________
THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY BEAR,
STEARNS & CO. INC. NOT LATER THAN 5:00 P.M. ON , ACCOMPANIED BY A
CERTIFICATE OF SECRETARY OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, AS TO
THE AUTHORITY OF THE PERSON OR PERSONS SIGNING THIS CONTRACT.
<PAGE> 31
ANNEX III
At the request of Ford Motor Company, we are enclosing a copy
of the unaudited condensed consolidated financial statements of Ford Motor
Company and Consolidated Subsidiaries as of [the end of the most recent fiscal
quarter and the same fiscal quarter for the preceding fiscal year], together
with a manually signed copy of our review report thereon. Our review was made
in accordance with standards established by the American Institute of Certified
Public Accountants.
A review of interim financial information consists principally
of obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial data,
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an examination in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion on the financial statements
referred to above. However, as set forth in the attached report, based on our
review, we are not aware of any material modifications that should be made to
the financial statements referred to above for them to be in conformity with
generally accepted accounting principles.
[As further set forth in the attached report, we have
previously audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet as of [the end of the most recent fiscal year]
and the related consolidated statements of income, stockholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated [the date of such opinion], we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the condensed consolidated balance sheet as of [the end of the most recent
fiscal year] appearing in Ford's First Quarter press release is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.]*
We are independent certified public accountants with respect
to Ford Motor Company and its subsidiaries within the meaning of the Securities
Act of 1933 and the applicable published rules and regulations thereunder.
__________________________________
* Paragraph will be deleted from the letters for the second and third
fiscal quarters.
<PAGE> 32
ANNEX IV
Matters to be Covered by Letters of
Coopers & Lybrand
(i) They are independent certified public accountants
with respect to the Company and its subsidiaries within the meaning of the Act
and the applicable published rules and regulations thereunder, and the
statement in the Registration Statement in answer to Item 10 of Form S-3 is
accurate insofar as it relates to them;
(ii) In their opinion, the audited consolidated financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Company's Annual Report on Form 10-K most recently filed with
the Commission and covered by their report included therein (the "audited
financials") comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and the
published rules and regulations under the Act or the Exchange Act, as
applicable;
(iii) On the basis of limited procedures, not constituting
an audit, which have been carried out through a specified date not more than
two business days prior to the date of each such letter,* including (1)
performing the procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial information as described
in Statements on Auditing Standards No. 71, "Interim Financial Information,"
on the unaudited consolidated financial statements of the Company and its
subsidiaries included in the Company's Quarterly Reports on Form 10-Q filed
with the Commission from the beginning of the Company's fiscal year through the
date of such letter (the "quarterly financials"), (2) a reading of the minutes
of the meetings of the Board of Directors, Executive Committee, Finance
Committee, Audit Committee and stockholders of the Company since the date of
the audited financials, (3) inquiries of certain officials of the Company
responsible for financial and accounting matters as to transactions and events
subsequent to the date of the audited financials, and (4) such other procedures
and inquiries as may be described in each such letter, nothing has come to
their attention which has caused them to believe that:
(A) Any material modifications should be made to the
quarterly financials for them to be in conformity with generally
accepted accounting principles; or
__________________________________
* [In the case of letters delivered pursuant to Section 6(d)(i) of the
Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective
date of the Registration Statement or not more than two business days
prior to the most recent report filed with the Commission containing
financial statements, if the date of such report is later than such
effective date.]
<PAGE> 33
Ann. IV - 2
(B) The quarterly financials do not comply as to form in
all material respects with the applicable accounting requirements of
the Exchange Act and the related published rules and regulations; or
(C) As of the last day of the month immediately preceding
the date of such letter, unless such day is less than five business
days prior to the date of such letter, in which case as of the last
day of the second month immediately preceding the date of such letter
(or such other date as shall be mutually agreed upon by the Company
and the Representative), there was any change with respect to the
Company and its subsidiaries in the capital stock other than changes
resulting from acquisitions or issuances of shares relating to
employee benefit plans or resulting from conversions of convertible
debt of the Company's subsidiaries or resulting from purchases of
shares pursuant to the Company's announced stock repurchase program or
any net change (i) in aggregate debt (excluding inter-company debt and
deposit accounts) of any Financial Services subsidiary of the Company
which had aggregate outstanding debt of $1 billion or more as of the
date of its most recent quarterly financial statements, or (ii) in
aggregate debt (excluding inter-company debt) of the Company and any
Automotive subsidiary of the Company which had aggregate outstanding
debt of $250 million or more as of the date of its most recent
quarterly financial statements, as compared in each case with the
corresponding amounts of outstanding debt in the balance sheets of the
Company and each of such subsidiaries as of the date of their most
recent quarterly financial statements, except, in all instances, for
changes which the most recent report filed by the Company or any such
subsidiary with the Commission containing financial statements
disclosed have occurred or may occur or which are described in such
letter; and
(iv) They have performed certain specified procedures,
including comparisons with certain specified accounting records of the Company
and its subsidiaries, with respect to certain items of information included in
the Registration Statement, in the reports filed with the Commission from the
beginning of the Company's fiscal year through the date of such letter* and, in
the case of each letter to be delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, in the Prospectus as amended or supplemented through
the date of such letter, and have found such items to be in agreement with such
records.
__________________________________
* [In the case of letters delivered pursuant to Section 6(d)(i) of the
Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective
date of the Registration Statement or not more than two business days
prior to the most recent report filed with the Commission containing
financial statements, if the date of such report is later than such
effective date.]
<PAGE> 1
EXHIBIT 1-B
CONFORMED COPY
Pricing Agreement
Bear, Stearns & Co. Inc.
as Representative of the
Several Underwriters named
in Schedule I hereto
245 Park Avenue
New York, New York 10167
August 6, 1996
Ladies and Gentlemen:
Ford Motor Company, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement dated August 6, 1996 (the "Underwriting Agreement") between the
Company and Bear, Stearns & Co. Inc., to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety
and shall be deemed to be a part of this Pricing Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting
Agreement relating to the Prospectus shall be deemed to have been made as of
the date of the Underwriting Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Designated Securities covered by this
Pricing Agreement, shall be deemed to have been made as of the date of this
Pricing Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed, or, in the case
of a supplement, electronically transmitted for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set
<PAGE> 2
2
forth in Schedule II hereto, the principal amount of Designated Securities set
forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority set forth in
the Agreement Among Underwriters, the form of which you have delivered to us.
You represent that you are authorized on behalf of yourselves and each of the
Underwriters to enter into this Pricing Agreement.
Very truly yours,
FORD MOTOR COMPANY
By: /s/ M.S. Macdonald
-------------------------
Accepted as of the date hereof:
BEAR, STEARNS & CO. INC.
By: /s/ Timothy A. O'Neill
----------------------------------
Name: Timothy A. O'Neill
Title: Senior Managing Director
<PAGE> 3
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to
Underwriters be Purchased
------------ --------------------
<S> <C>
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . . . . . . US$ 50,000,000
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . 50,000,000
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . . . . . . . 50,000,000
J.P. Morgan Securities Inc. . . . . . . . . . . . . . . . . . . . 50,000,000
Salomon Brothers Inc . . . . . . . . . . . . . . . . . . . . . . . 50,000,000
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$ 250,000,000
============
</TABLE>
<PAGE> 4
SCHEDULE II TO PRICING AGREEMENT
Title of Designated Securities:
7 1/2% Debentures due August 1, 2026 (the "Debentures")
Aggregate Principal Amount:
$250,000,000
Denomination:
Global - See "Other Terms"
Price to Public:
99.418% of the principal amount of the Debentures, plus accrued
interest from August 1, 1996 to the Time of Delivery
Purchase Price by Underwriters:
98.543% of the principal amount of the Debentures, plus accrued
interest from August 1, 1996 to the Time of Delivery
Maturity:
August 1, 2026
Interest Rate:
7 1/2%
Interest Payment Dates:
August 1 and February 1, commencing February 1, 1997
Redemption Provisions:
No redemption provisions.
<PAGE> 5
2
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
10:00 a.m., New York City time, August 9, 1996
Closing Location:
Shearman & Sterling, New York, New York
Funds in Which Underwriters to Make Payment:
Immediately available funds
Delayed Delivery:
None
Other Terms:
The Debentures will be issued in the form of two fully registered
global Debentures, one in the denomination of $200,000,000 and one in
the denomination of $50,000,000, which will be deposited with, or in
accordance with the instructions of, The Depository Trust Company, New
York, New York (the "Depository") and registered in the name of the
Depository's nominee. Except as provided in the Indenture, beneficial
owners of the Debentures will not have the right to have the
Debentures registered in their name, will not receive or be entitled
to receive physical delivery of such Debentures, and will not be
considered the owners or holders thereof under the Indenture.
Settlement for the Debentures will be made in immediately available
funds. The Debentures will trade in the Depository's Same-Day Funds
Settlement System until maturity, and secondary market trading
activity in the Debentures will therefore settle in immediately
available funds.
All payments of interest and principal on the Debentures will be made
by the Company in immediately available funds.
<PAGE> 1
Exhibit 4-A
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.05 OF THE
INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE
BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY
Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FORD MOTOR COMPANY
[$50,000,000] [$200,000,000]
R__ CUSIP 345370BP4
7 1/2% DEBENTURE DUE AUGUST 1, 2026
________________________________________
FORD MOTOR COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [FIFTY MILLION DOLLARS ($50,000,000)] [TWO HUNDRED MILLION
DOLLARS ($200,000,000)] on August 1, 2026, and to pay interest thereon from
August 1, 1996 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on February 1 and August 1 in
each year, commencing February 1, 1997, at the rate of 7 1/2% per annum, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
January 15 or July 15 (whether or not a business day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith
<PAGE> 2
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, the City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts and in immediately available funds; provided,
however, that at the option of the Company payment of interest may be made by
wire transfer of immediately available funds to an account of the Person
entitled thereto as such account shall be provided to the Security Registrar
and shall appear in the Security Register.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of February 15, 1992 (herein called
the "Indenture"), between the Company and The Bank of New York, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to the series of Securities partially represented
hereby), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is a Global Security representing
[$50,000,000] [$200,000,000] principal amount of the Company's 7 1/2%
Debentures due August 1, 2026, limited in aggregate principal amount to
$250,000,000.
This Global Security is not subject to redemption.
The Securities of this series are subject to the defeasance and covenant
defeasance provisions set forth in Article Fourteen of the Indenture.
If an Event of Default with respect to this Global Security shall occur
and be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of
2
<PAGE> 3
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Global Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Global Security and of any Global Security issued upon the registration of
transfer hereof or in exchange or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Global Security.
No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the amount of principal of
and interest on this Global Security herein provided, and at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, particularly the limitation set forth in Section 2.05(b) of the
Indenture, the transfer of this Global Security is registrable in the Security
Register, upon surrender of this Global Security for registration of transfer
at the office or agency of the Company in any place where the principal of and
interest on this Global Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon a new Global Security of this series, for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be made for any such registration of transfer, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Security is registered as the
owner hereof for all purposes, whether or not this Global Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
Upon the occurrence of an event described in Section 2.05(c) of the
Indenture, the Holder hereof shall surrender this Global Security to the
Trustee for cancellation whereupon, in accordance with said Section 2.05(c),
the Company will execute and the Trustee will authenticate and deliver
Securities of this series in definitive registered form without coupons, in
denominations of $5,000 and any integral multiple thereof, and in an aggregate
principal amount equal to the aggregate principal amount of this Global
Security in exchange for this Global Security.
All terms used in this Global Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Global Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
3
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this Global Security to be
signed by its Chairman of the Board, or its President, or one of its Executive
Vice Presidents, or one of its Vice Presidents, and by its Treasurer or one of
its Assistant Treasurers, or its Secretary or one of its Assistant Secretaries,
manually or in facsimile, and a facsimile of its corporate seal to be imprinted
hereon.
FORD MOTOR COMPANY
By:
__________________________
Name: D. N. McCammon
Title: Vice President
By:
__________________________
Name: Peter Sherry, Jr.
Title: Assistant Secretary
[Corporate Seal]
Attest: ___________________________
4
<PAGE> 5
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By: ___________________________
Authorized Signatory
Dated: __________________________
5
<PAGE> 6
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or Type Name and Address including Zip Code of Assignee)
________________________________________________________________________________
the within Global Security and all rights, thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
attorney to transfer said Global Security on the books of the Company, with
full power of substitution in the premises.
Dated: _________________________________
NOTE: The signature to this assignment must correspond with the name as written
upon the face of the within Global Security in every particular
without alteration or enlargement or any change whatsoever and must be
guaranteed.
6
<PAGE> 1
Exhibit 4-B
[FORM OF FACE OF DEFINITIVE DEBENTURE]
FORD MOTOR COMPANY
No.____________________ $__________________
7 1/2% DEBENTURE DUE AUGUST 1, 2026
FORD MOTOR COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________, or registered
assigns, the principal sum of _________________________________________ Dollars
on August 1, 2026, and to pay interest thereon from August 1, 1996 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 1 and August 1 in each year, commencing
February 1, 1997, at the rate of 7 1/2% per annum, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the January 15 or July 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, the City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts and in immediately available funds; provided,
however, that at the option of the Company payment of interest may be made by
wire transfer of immediately available funds to an account of the Person
entitled thereto as such account shall be provided to the Security Registrar
and shall appear in the Security Register.
<PAGE> 2
2
Reference is made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this Security to be
signed by its Chairman of the Board, or its President, or one of its Executive
Vice Presidents, or one of its Vice Presidents, and by its Treasurer or one of
its Assistant Treasurers, or its Secretary or one of its Assistant Secretaries,
manually or in facsimile, and a facsimile of its corporate seal to be imprinted
hereon.
Dated:__________________
[CORPORATE SEAL] FORD MOTOR COMPANY
By:_____________________________
By:_____________________________
Attest:
_______________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:_____________________________
Authorized Signatory
<PAGE> 3
3
[FORM OF REVERSE OF DEBENTURE]
FORD MOTOR COMPANY
7 1/2% DEBENTURE DUE AUGUST 1, 2026
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of February 15, 1992 (herein called
the "Indenture"), among the Company and The Bank of New York, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to the series of which this Security is a part), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the Securities of the
series designated on the face hereof, limited in aggregate principal amount to
$250,000,000.
The Securities of this series are not subject to redemption.
The Securities of this series are subject to the defeasance and covenant
defeasance provisions set forth in Article Fourteen of the Indenture.
If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal hereof may be declared due and payable
in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.
<PAGE> 4
4
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the amount of principal of (and premium, if
any, on) and interest, if any, on this Security herein provided, and at the
times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any, on) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $5,000 and integral multiples thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of different authorized denominations as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company, or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
