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 September 24, 1998
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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.
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Ford Motor Company, a Delaware corporation (the "Company"), has registered
Debt Securities ("Debt Securities") pursuant to Registration Statement
No.333-52485 and Registration Statement No. 333-14297. 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. The Company has created a series
of Debt Securities for issuance under an Indenture dated as of February 15,
1992, as supplemented by a First Supplemental Indenture dated as of December 5,
1996, between Ford and The Bank of New York designated as the Company's 6 5/8%
Debentures due October 1, 2028 in the aggregate principal amount of
$1,500,000,000 (the "Debentures"). Copies of tax opinions and consents relating
to the issuance of the Debentures are filed as exhibits to this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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EXHIBITS
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Designation Description Method of Filing
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Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report
Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report
Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report
is contained in their opinion set
forth in Exhibit 8.2.
SIGNATURE
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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: September 28, 1998 By/s/Peter Sherry, Jr.
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Peter Sherry, Jr.
Assistant Secretary
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EXHIBIT INDEX
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DESIGNATION DESCRIPTION PAGE
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Exhibit 8.1 Opinion of Shearman & Sterling.
Exhibit 8.2 Opinion of Sullivan & Cromwell.
Exhibit 23.1 Consent of Shearman & Sterling
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell
is contained in their opinion set
forth in Exhibit 8.2.
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[SHEARMAN & STERLING LETTERHEAD]
September 24, 1998
Ford Motor Company
The American Road
Dearborn, MI 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Company, a Delaware
corporation, of $1,500,000,000 principal amount of its Debentures due October 1,
2028, we hereby consent to the use of our name and confirm to you our tax advice
as set forth under the heading "United States Taxation of Non-United States
Persons - Income and Withholding Tax" in the Prospectus Supplement dated
September 24, 1998 relating to registration statement no. 333-52485 and
registration statement no. 333-14297, to which registration statements this
consent is an exhibit.
Very truly yours,
/s/Shearman & Sterling
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[SULLIVAN & CROMWELL LETTERHEAD]
September 24, 1998
Ford Motor Company
The American Road
Dearborn, MI 48121
Ladies and Gentlemen:
As special tax counsel to Ford Motor Company (the "Company") in connection
with the issuance by the Company of $1,500,000,000 aggregate principal
amount of its 6 5/8% Debentures due October 1, 2028, we hereby confirm to you
our opinion as set forth under the heading "United States Taxation of Non-
United States Persons" in the Prospectus Supplement dated September 24, 1998
for the Debentures.
We hereby consent to the filing with the Securities and Exchange Commission
of this opinion as an exhibit to the Company's current report on Form 8-K and
the reference to us under the heading United States Taxation of Non-United
States Persons" in the Prospectus Supplement. By giving the foregoing consent we
do not admit that we come within the category of persons whose consent is
required under section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/Sullivan & Cromwell
