Registration No. 333-
========================================================================
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 (I.R.S. Employee Identification No.)
of incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES
(Full Title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of offering price per aggregate offering
securities to be Amount to be obligation** price** Amount of registration
registered registered* fee
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, 4,000,000
$1.00 par value shares $37.4375 $149,750,000.00 $45,378.79
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------
</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 also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
<PAGE>
-2-
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-64605, 33-61107, 33-58255,
33-54737, 33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 are incorporated
herein by reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees. Filed as Exhibit 4.A to Registration Statement No.
33-64605 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.C 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 as Exhibit 5.B to Registration Statement
No. 33-58255 and incorporated herein by reference.
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 with this
Registration Statement.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
<PAGE>
-3-
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 29th day of May, 1997.
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/Glen Anderson
Glen Anderson, Chairman
Tax-Efficient Savings Plan
for Hourly Employees Committee
<PAGE>
-4-
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 29th 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.
<TABLE>
<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 29, 1997
- ----------------------------
(Alex Trotman)
Michael D. Dingman* Director May 29, 1997
- ----------------------------
(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company May 29, 1997
- -----------------------------
(Edsel B. Ford II)
William Clay Ford* Director May 29, 1997
- -----------------------------
(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee May 29, 1997
- -----------------------------
(William Clay Ford, Jr.)
</TABLE>
<PAGE>
-5-
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Roberto C. Goizueta* Director May 29, 1997
- ----------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director May 29, 1997
- ----------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director May 29, 1997
- ----------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director May 29, 1997
- ----------------------------
(Ellen R. Marram)
Homer A. Neal* Director May 29, 1997
- ----------------------------
(Homer A. Neal)
Carl E. Reichardt* Director May 29, 1997
- ----------------------------
(Carl E. Reichardt)
John L. Thornton* Director May 29, 1997
- ----------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) May 29, 1997
- ----------------------------
(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) May 29, 1997
- ----------------------------
(William J. Cosgrove)
*By:/s/K.S. Lamping
-------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential Page
at which Found
(or Incorporated
by Reference)
---------------
<S> <C> <C>
Exhibit 4.A - Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees. Filed as Exhibit 4.A to Registration Statement No.
33-64605 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.C 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 as Exhibit 5.B to Registration Statement
No. 33-58255 and incorporated herein by reference.
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 with this
Registration Statement.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
</TABLE>
Exhibit 5.A
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
May 29, 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 4,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Tax-Efficient Savings Plan
for Hourly 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 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
<PAGE>
Exhibit 24.A
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING DEBT SECURITIES, LEASE SECURITIES, GUARANTEES AND
OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee 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 or her 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
March 13, 1997. Each of the undersigned ratifies and confirms all that any of
the attorneys and agents shall do or cause to be done by virtue hereof. Any one
of the attorneys and agents shall have, and may exercise, all the powers
conferred by this instrument.
Each of the undersigned has signed his or her name as of the 13th day of
March, 1997.
/s/Alex Trotman /s/Michael D. Dingman
- ---------------------------- -----------------------------
(Alex Trotman) (Michael D. Dingman)
/s/Edsel B. Ford II /s/William Clay Ford
- ---------------------------- -------------------------------
(Edsel B. Ford II) (William Clay Ford)
/s/William Clay Ford, Jr. /s/Roberto C.Goizueta
- ---------------------------- -------------------------------
(William Clay Ford, Jr.) (Roberto C. Goizueta)
/s/Irvine O. Hockaday, Jr. /s/Marie-Josee Kravis
- ---------------------------- -------------------------------
(Irvine O. Hockaday, Jr.) (Marie-Josee Kravis)
/s/Ellen R. Marram
- ---------------------------- -------------------------------
(Drew Lewis) (Ellen R. Marram)
/s/Homer A. Neal /s/Carl E. Reichardt
- ---------------------------- -------------------------------
(Homer A. Neal) (Carl E. Reichardt)
/s/John L. Thornton /s/Clifton R. Wharton, Jr.
- ---------------------------- -------------------------------
(John L. Thornton) (Clifton R. Wharton, Jr.)
/s/John M. Devine /s/William J. Cosgrove
- ----------------------------- ------------------------------
(John M. Devine) (William J. Cosgrove)
Exhibit 24.B
FORD MOTOR COMPANY
Certificate of an Assistant Secretary
-------------------------------------
The undersigned, Peter Sherry, Jr., an Assistant Secretary of Ford Motor
Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that
attached hereto are true and correct copies of resolutions adopted by the Board
of Directors of the Company at a meeting duly called and held on March 13, 1997,
and the same are in full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 29th day of May, 1997.
/s/Peter Sherry, Jr.
----------------------------
Peter Sherry, Jr.
Assistant Secretary
(Corporate Seal)
