Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
___________
FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plan)
___________
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
___________
CALCULATION OF REGISTRATION FEE
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- ------------------------- ------------------------ ------------------------ ------------------------ ----------------
Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be registered offering price per aggregate offering registration
be registered obligation price** fee
- ------------------------- ------------------------ ------------------------ ------------------------ ================
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations* $100,000,000 100% $100,000,000 $34,483.00
- ------------------------- ------------------------ ------------------------ ------------------------ ================
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* The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
** Estimated solely for the purpose of determining the registration fee.
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 33-62227 are incorporated herein
by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Ford Motor Company ("Ford") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for Ford's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of Ford's Common Stock contained in registration
statement no. 33-43085 filed by Ford under the Securities Act of 1933 (the
"1933 Act").
All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as
Exhibit 4.1 to Registration Statement No. 33-62227 and
incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1995. Filed as Exhibit 10-T-1 to the
Registrant's Annual Reporton Form 10-K for the year ended
December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1996. Filed with this Registration
Statement.
Exhibit 5.1 - Opinion of Peter Sherry, Jr., an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
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Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. Filed with
this Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 333-02735 and incorporated
herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.2 to Registration Statement No. 333-02735 and incorporated
herein by reference.
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The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on this
30th day of January, 1997.
FORD MOTOR COMPANY
By: Alex Trotman*
(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer)
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(Alex Trotman)
Michael D. Dingman* Director January 30, 1997
- ---------------------
(Michael D. Dingman)
Director and Vice
President, Ford Motor Company,
and Director and President
and Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- ---------------------
(Edsel B. Ford II)
William Clay Ford* Director
- ---------------------
(William Clay Ford)
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Signature Title Date
--------- ----- ----
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee
- ------------------------
(William Clay Ford, Jr.)
Roberto C. Goizueta* Director
- -----------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director
- -------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
- ------------------------
(Marie-Josee Kravis)
Drew Lewis* Director January 30, 1997
- ------------------------
(Drew Lewis)
Ellen R. Marram* Director
- ------------------------
(Ellen R. Marram)
Homer A. Neal Director
- ------------------------
(Homer A. Neal)
Carl E. Reichardt* Director
- ------------------------
(Carl E. Reichardt)
John L. Thornton* Director
- ------------------------
(John L. Thornton)
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Signature Title Date
--------- ----- ----
Clifton R. Wharton, Jr.* Director
- ----------------------------
(Clifton R. Wharton, Jr.)
Executive Vice President
and Chief Financial Officer January 30, 1997
John M. Devine* (principal financial officer)
- ---------------------------
(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer)
- ---------------------------
(William J. Cosgrove)
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*By: /s/K. S. Lamping
-----------------------
(K. S. Lamping
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
<S> <C> <C>
Exhibit 4.1 Ford Motor Company Deferred Compensation Plan. Filed as
Exhibit 4.1 to Registration Statement No. 33-62227 and
incorporated herein by reference.
Exhibit 4.2 Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1995. Filed as Exhibit 10-T-1 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
Exhibit 4.3 Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1996. Filed with this Registration
Statement.
Exhibit 5.1 Opinion of Peter Sherry, Jr., an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the
legality of the securities being registered hereunder.
Filed with this Registration Statement.
Exhibit 5.2 Opinion of J. Gordon Christy, an Attorney of Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. Filed with
this Registration Statement.
Exhibit 15 Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 23 Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.1 Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 333-02735 and
incorporated herein by reference.
Exhibit 24.2 Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.3 Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as
Exhibit 24.2 to Registration Statement No. 333-02735 and
incorporated herein by reference.
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AMENDMENTS TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN____
(Effective as of October 1, 1996)
Paragraph (a) of Section 5 is hereby amended to read as follows:
"(a) Supplemental Compensation Deferrals. A participant's
decision to defer payment of supplemental compensation under the
Plan must be made prior to October 31 of the performance year
for which the supplemental compensation is determined."
The sixth and seventh sentences of paragraph (e) of Section 5 are
hereby deleted.
Paragraph (b) of Section 7 is hereby amended to read as follows:
"(b) Eligible Participants. Active employees and retired
participants are eligible to redesignate."
Paragraph (f)(ii) of Section 7 is hereby deleted.
The last sentence of paragraph (b) of Section 10 is hereby deleted.
January 30, 1997
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the obligations of the Company under the Company's Deferred
Compensation Plan (the "Plan") to pay in the future the value of the deferred
compensation accounts, as defined in the Plan, adjusted to reflect the
performance, whether positive or negative, of the selected measurement
investment options during the deferral period, in accordance with the terms of
the Plan (the "Obligations").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Obligations being registered under the Registration Statement,
and all such Obligations issued in accordance with the Plan will be legally
issued, fully paid and non-assessable when the Registration Statement shall have
become effective and the Company shall have received therefor the consideration
provided in the Plan.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Peter Sherry, Jr.
Peter Sherry, Jr.
Assistant Secretary
and Counsel
January 30, 1997
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
relating to the Company's Deferred Compensation Plan (the "Plan").
As an Attorney of the Company, I am familiar with the affairs of the
Company, including the action taken by the Company in connection with the Plan.
I have examined, or caused to be examined, the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions
of the Plan. I also have examined or caused to be examined such other documents
and instruments and have made such further investigation as I have deemed
appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that in general the Plan is
exempt from ERISA's requirements. However, to the extent a limited statement to
the United States Department of Labor (the "DOL") is required to meet the
reporting and disclosure requirements under ERISA regulations, that statement
has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/J. Gordon Christy
J. Gordon Christy
Attorney
Coopers and Lybrand L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our reports dated April 15, 1996, July 15, 1996 and
October 16, 1996 on our reviews of the interim financial information of
Ford Motor Company and Subsidiaries for the periods ended March 31, 1996
and 1995, June 30, 1996 and 1995, and September 301, 1996 and 1995, and
included in the Ford Motor Company Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, are
incorporated by reference this Registration Statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered
a part of the Registration Statement certified by us within the meaning of
Sections 7 and 11 of the Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan
January 29, 1997
Coopers & Lybrand L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration Statement
of our report dated January 26, 1996 on our audits of the consolidated financial
statements of Ford Motor Company at December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994 and 1993, which report is included in Ford's
1995 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan
January 29, 1997
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING DEBT SECURITIES, LEASE SECURITIES, GUARANTEES
AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
The undersigned, the Corporate Controller and the principal accounting
officer of FORD MOTOR COMPANY (the "Company"), appoints each of J. M. Devine, M.
S. Macdonald, E. S. Acton, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi,
K. S. Lamping and P. J. Sherry, Jr., his or her true and lawful attorney and
agent to do any and all acts and things and execute any and all instruments
which the attorney and agent may deem necessary or advisable in order to enable
the Company to register the above-captioned Securities for issuance and sale
under, and otherwise to comply with, the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission (the "Commission") in
respect thereof, including but not limited to, power and authority to sign his
name (whether on behalf of the Company, or otherwise) to one or more
Registration Statements and any amendments thereto, or any of the exhibits,
financial statements and schedules, or the prospectuses, filed therewith, and to
file them with the Commission, all as authorized at a meeting of the Board of
Directors of the Company held on April 11, 1996. The undersigned ratifies and
confirms all that any of the attorneys and agents shall do or cause to be done
by virtue hereof. Any one of the attorneys and agents shall have, and may
exercise, all the powers conferred by this instrument.
The undersigned has signed his name as of the 29th day of January, 1997.
/s/William J. Cosgrove
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(William J. Cosgrove)
