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 SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(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
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering price** Amount of
to be registered registered* share** registration fee
<S> <C> <C> <C> <C>
- ------------------------- ------------------- -------------------------- --------------------------- =======================
Common Stock, 11,000,000
$1.00 par value shares $37.4375 $411,812,500 $124,791.67
- ------------------------- ------------------- -------------------------- --------------------------- =======================
</TABLE>
*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by Fidelity
Management Trust Company, as trustee under the Master Trust established as of
September 30, 1995 and as trustee under the Plan, during 1997 and during
subsequent years until a new Registration Statement becomes effective.
**Based on the market price of Common Stock of the Company on May 27, 1997
in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
<PAGE>
<PAGE>
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-64607, 33-54735, 33-54275,
33-50194, 33-36061, 33-14951 and 2-95020 are incorporated herein by reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees. Filed as Exhibit 4.A to Registration
Statement No. 33-64607 and incorporated herein by reference.
Exhibit 4.B - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by
reference.
Exhibit 4.C - Copy of Group Annuity Contract effective January 1, 1995
between John Hancock Mutual Life Insurance Company and
Comerica Bank, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 33-64605 and incorporated herein by
reference.
Exhibit 5.A - 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.B - Copy of Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the
Internal Revenue Code. 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.A - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No. 333-27993 and incorporated
herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No. 333-27993 and incorporated
herein by reference.
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-2-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on this 30th day of May, 1997.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/Glen Anderson
----------------------------------------
Glen Anderson, Chairman
Savings and Stock Investment Plan Committee
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-3-
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
May, 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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<CAPTION>
Signature Title Date
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) May 30, 1997
- ----------------------------
(Alex Trotman)
Michael D. Dingman* Director May 30, 1997
- ----------------------------
(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company May 30, 1997
- ----------------------------
(Edsel B. Ford II)
William Clay Ford* Director May 30, 1997
- ----------------------------
(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee May 30, 1997
- ----------------------------
(William Clay Ford, Jr.)
</TABLE>
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-5-
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Roberto C. Goizueta* Director May 30, 1997
- ---------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director May 30, 1997
- ---------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director May 30, 1997
- ---------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director May 30, 1997
- ---------------------------
(Ellen R. Marram)
Homer A. Neal* Director May 30, 1997
- ---------------------------
(Homer A. Neal)
Carl E. Reichardt* Director May 30, 1997
- ---------------------------
(Carl E. Reichardt)
John L. Thornton* Director May 30, 1997
- ---------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) May 30, 1997
- ---------------------------
(John M. Devine)
Corporate Controller May 30, 1997
William J. Cosgrove* (principal accounting officer)
- ---------------------------
(William J. Cosgrove)
*By:/s/K.S. Lamping
-----------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
at Which Found
(or Incorporated
by Reference)
<S> <C>
Exhibit 4.A Ford Motor Company Savings and Stock Investment Plan for Salaried Employees.
Filed as Exhibit 4.A to Registration Statement No. 33-64607 and incorporated
herein by reference.
Exhibit 4.B Copy of Master Trust Agreement dated as of September 30, 1995 between Ford
Motor Company and Fidelity Management Trust Company, as Trustee. Filed as
Exhibit 4.B to Registration Statement No. 33-64605 and incorporated herein
by reference.
Exhibit 4.C Copy of Group Annuity Contract effective January 1, 1995 between John Hancock
Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed as Exhibit
4.E to Registration Statement No. 33-64605 and incorporated herein by reference.
Exhibit 5.A 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.B Copy of Internal Revenue Service determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code. 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.A Powers of Attorney authorizing signature. Filed as Exhibit 24.A to
Registration Statement No. 333-27993 and incorporated herein by reference.
Exhibit 24.B Certified resolutions of Board of Directors authorizing signature pursuant
to a power of attorney. Filed as Exhibit 24.B to Registration Statement
No. 333- 27993 and incorporated herein by reference.
</TABLE>
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
May 30, 1997
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 11,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Savings and Stock Investment
Plan for Salaried Employees (the "Plan").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the shares of Common Stock being registered under the Registration
Statement, and all such shares of Common Stock acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement dated as of September
30, 1995 relating to the Plan (the "Master Trust Agreement") and as trustee
under the Plan, in accordance with the Master Trust Agreement and 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 (but not less than the par value thereof).
I hereby consent to the use of this opinion as Exhibit 5.A 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
Exhibit 5.B
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
Date: Dec 13, 1995 Employer Identification Number:
38-0549l90
File Folder Number:
385048000
FORD MOTOR COMPANY Person to Contact:
P.O. Box 1899, THE AMERICAN RD. LESLIE LEE
DEARBORN, MI 48121-1899 Contact Telephone Number:
(513) 684-3866
Plan Name:
SAVINGS AND STOCK
INVESTMENT PLAN
FOR SALARIED EMPLOYEES
Plan Number: 010
Dear Applicant:
We have made a favorable determination on your plan identified above, based
on the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated December 21, 1994. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 402(b).
<PAGE>
This determination is also subject to your opinion of the proposed
amendments submitted in your letter(s) dated 11/14/95 & 12/4/95. These proposed
amendments should also be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructed to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfied the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to our representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/C. Ashley Bullard
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Exhibit 15
Coopers & 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 report dated April 16, 1997 accompanying the
unaudited interim financial information of Ford Motor Company and Subsidiaries
for the periods ended March 31, 1997 and 1996, and included in the Ford Motor
Company Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is
incorporated by reference in 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 prepared or certified by us within the
meaning of Sections 7 and 11 of the Act.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
May 29, 1997
Exhibit 23
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 27, 1997 on our audits of the consolidated financial
statements of Ford Motor Company at December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, which report is included in Ford's
1996 Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
May 29, 1997
