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 38-0549190
(State or other jurisdiction of (I.R.S. Employee 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
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of Proposed aggregate offering
securities to be Amount to be maximum offering price** Amount of registration
registered registered* price per share** fee
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Common Stock, 13,000,000
$1.00 par value shares $58.875 $765,375,000 $225,785.63
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*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by Fidelity
Management Trust Company, as trustee under the Master Trust established as of
September 30, 1995, as amended, and as trustee under the Plan, during 1998 and
during subsequent years until a new Registration Statement becomes effective.
**Based on the market price of Common Stock of the Company on July 6, 1998
in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-49545, 333-47443,
333-28181, 33-64607, 33-54735, 33-54275, 33-50194, 33-36061, 33-14951 and
2-95020 are incorporated herein by reference.
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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 Amendment effective as of January 1, 1997 to the
Savings and Stock Investment Plan for Salaried Employees.
Filed as Exhibit 4.B to Registration Statement No. 333-47443
and incorporated herein by reference.
Exhibit 4.C - Copy of Amendment effective as of March 2, 1998 to the
Savings and Stock Investment Plan for Salaried Employees.
Filed as Exhibit 4.C to Registration Statement No. 333-47443
and incorporated herein by reference.
Exhibit 4.D - 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.E - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 333-47443 and incorporated herein
by reference.
Exhibit 4.F - Copy of Amendment dated March 3, 1998 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed with this Registration
Statement.
Exhibit 5.A - Opinion of Kathryn S. Lamping, 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.
333-28181 and incorporated herein by reference.
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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. 333-49545 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. 333-49545 and incorporated
herein by reference.
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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 8th day of July, 1998.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/Lee Freeman
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Lee Freeman, Chairman
Savings and Stock Investment Plan Committee
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The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 8th day of
July, 1998.
FORD MOTOR COMPANY
By: Alex Trotman*
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(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) July 8, 1998
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(Alex Trotman)
Michael D. Dingman* Director July 8, 1998
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(Michael D. Dingman)
Director and
Edsel B. Ford II* Vice President July 8, 1998
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(Edsel B. Ford II)
William Clay Ford* Director July 8, 1998
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(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee July 8, 1998
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(William Clay Ford, Jr.)
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Signature Title Date
Irvine O. Hockaday, Jr.* Director July 8, 1998
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director July 8, 1998
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(Marie-Josee Kravis)
Ellen R. Marram* Director July 8, 1998
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(Ellen R. Marram)
Homer A. Neal* Director July 8, 1998
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(Homer A. Neal)
Carl E. Reichardt* Director July 8, 1998
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(Carl E. Reichardt)
John L. Thornton* Director July 8, 1998
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(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) July 8, 1998
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(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) July 8, 1998
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(William J. Cosgrove)
*By:/s/K.S. Lamping
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(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
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Exhibit 4.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 Amendment effective as of January 1, 1997 to the
Savings and Stock Investment Plan for Salaried Employees.
Filed as Exhibit 4.B to Registration Statement No. 333-47443
and incorporated herein by reference.
Exhibit 4.C - Copy of Amendment effective as of March 2, 1998 to the
Savings and Stock Investment Plan for Salaried Employees.
Filed as Exhibit 4.C to Registration Statement No. 333-47443
and incorporated herein by reference.
Exhibit 4.D - 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.E - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 333-47443 and incorporated
herein by reference.
Exhibit 4.F - Copy of Amendment dated March 3, 1998 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed with this Registration
Statement.
Exhibit 5.A - Opinion of Kathryn S. Lamping, 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. 333-28181 and incorporated herein by reference.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
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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. 333-49545 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. 333-49545
and incorporated herein by reference.
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FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
FORD MOTOR COMPANY
THIS FIRST AMENDMENT, dated as of the third day of March, 1998, by and
between Fidelity Management Trust Company (the "Trustee") and Ford Motor Company
(the "Company");
WITNESSETH:
WHEREAS, the Trustee and the Company heretofore entered into a Trust
Agreement dated September 30, 1995 and amended and restated October 25, 1997,
with regard to the Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees and the Ford Motor Company Tax-Efficient Savings Plan for
Hourly Employees (individually and collectively, the "Plan"); and
WHEREAS, the Company intends to spin off ("Spin-Off") its interest in the
Associates by distributing stock of the Associates to holders of Ford Common
Stock and Ford Class B Stock; and
WHEREAS, the Company desires the Plan to receive a cash dividend in lieu of
stock of the Associates as a result of the Spin-Off; and
WHEREAS, the Company intends to issue Ford Motor Company Series C
Participating Stock ("Series C Stock") and declare a cash dividend on Series C
Stock in connection with the Spin-Off; and
WHEREAS, the Company desires the Trustee to hold depositary shares
representing Series C Stock ("Series C Depositary Shares") at such time as
directed by the Named Fiduciary; and
WHEREAS, the parties hereto agree that the Trustee shall have no
discretionary authority with respect to the exchange of Ford Common Stock for
Series C Depositary Shares and the conversion of Series C Stock to Ford Common
Stock; and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 14 thereof;
NOW THEREFORE, in consideration of the above premises, the Trustee and the
Sponsor hereby amend the Trust Agreement by:
(1) Amending and restating section 1(n) as follows:
"Ford Stock" shall mean the publicly-traded common stock of the
Company, or as directed by the Company Series C Stock or Series C
Depositary Shares, which meet the requirements of section
407(d)(5) of ERISA with respect to the Plans.
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(2) Amending Section 4(b)(3) by inserting a new paragraph after the
tenth paragraph as follows:
Notwithstanding the foregoing, in the event of a cash dividend
payable on Series C Stock ("Special Cash Dividend") the Trustee
shall pay or reinvest dividends in accordance with a separate
letter of direction from the Named Fiduciary to the Trustee.
(3) Amending and restating the first sentence in Section 4(b)(3)(iii)
(A) as follows:
(iii) Execution of Purchases and Sales. (A) Purchases and sales of
Ford Stock, other than Series C Stock or Series C Depositary
Shares, shall be made on the open market, as necessary to maintain
the target cash percentage and drift allowance for the Stock Fund,
provided that:
(4) Amending Section 4(b)(3) by adding a new subsection (viii) as
follows:
(viii) In the event of a Special Cash Dividend, the Trustee is
authorized to hold Ford Series C Stock or Series C Depositary
Shares in lieu of Ford Common Stock at the direction of the
Named Fiduciary. The Trustee shall convert the Ford Series C
Participating Stock back to Ford Common Stock at the direction of
the Named Fiduciary or in accordance with its terms. The Trustee
shall have no discretionary authority with respect to said
exchange or conversion.
At such time as the Trust holds Series C Stock or Series C
Depositary Shares, the Trustee may in its discretion use an
independent valuation agent, appointed and paid by the Named
Fiduciary, to value the Series C Depositary Shares.
(5) Amending Section 4(b)(4) by adding a new subsection (viii) as
follows:
(viii) No contributions or transfers into the Associates Stock
Fund shall be permitted.
(6) Amending Schedule "A" by noting that the Associates Stock Fund is
frozen to all activity into the fund.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this first
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
FORD MOTOR COMPANY FIDELITY MANAGEMENT TRUST COMPANY
By:/s/Glen A. Anderson 3/5/98 By: /s/ 3/5/98
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Date Vice President Date
Exhibit 5
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
July 8, 1998
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 13,000,000 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, as amended, 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/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary and
Counsel
PricewaterhouseCoopers LLP
Exhibit 15
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 15, 1998 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries for the
periods ended March 31, 1998 and 1997 and included in the Ford Motor Company
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, 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/PricewaterhoursCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
July 8, 1998
EXHIBIT 23
PricewaterhouseCoopers LLP
Ford Motor Company
The American Road
Dearborn, Michigan
Consent of PricewaterhouseCoopers LLP
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, 1998 on our audits of the consolidated financial
statements of Ford Motor Company as of December 31, 1997 and 1996 and for the
years ended December 31, 1997, 1996 and 1995, which report is included in the
Company's 1997 Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
July 8, 1998
