Registration No. 33-9722
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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)
1985 Stock Option 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)
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1985 STOCK OPTION PLAN
______________________
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 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents; insurance -
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
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suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding,even though
less than a quorum, or (2) if such there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative, or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
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(h) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Item 8. Exhibits.
Exhibit 4.A - 1985 Stock Option Plan of the Company. Filed as Exhibit
10-D to the Annual Report on Form 10-K for the year ended
December 31, 1985 and incorporated herein by reference.
Exhibit 4.B - Copy of Amendment, dated as of March 8, 1990, to the 1985
Stock Option Plan. Filed as Exhibit 10-D to the Annual
Report on Form 10-K for the year ended December 31, 1989 and
incorporated herein by reference.
Exhibit 4.C - Copy of Amendment, effective as of January 8, 1998, to the
1985 Stock Option Plan of the Company. Filed with this
Registration Statement.
Exhibit 4.D - Restated Certificate of Incorporation of the Company dated
June 6, 1994. Filed as Exhibit 4.1 to Registration
Statement No. 33-55171 and incorporated herein by reference.
Exhibit 4.E - By-Laws of the Company as amended through October 10, 1996.
Filed as Exhibit 3-B to the Annual Report on Form 10-K for
the year ended December 31, 1996 and incorporated herein by
reference.
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Exhibit 4.F* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (Nonqualified Option).
Exhibit 4.G* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan (Nonqualified Option with Stock Appreciation
Right).
Exhibit 4.H* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (Incentive Option).
Exhibit 4.I* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (Incentive Option with Stock Appreciation
Right).
Exhibit 4.J* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Nonqualified Option).
Exhibit 4.K* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Nonqualified Option with Stock
Appreciation Right).
Exhibit 4.L* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K.Incentive Option).
Exhibit 4.M - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Incentive Option wtih Stock Appreciation
Right).
Exhibit 5* - Opinion of W. K. Davenport, an Assistant General Counsel of
Ford Motor Company, with respect to the legality of the
securities being registered hereunder.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 21 - List of subsidiaries of the Company employees of which have
been granted options under the Plans.
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.
* Previously filed as an Exhibit to this Registration Statement on October
23, 1986.
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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 Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on this 6th day of March, 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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<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) March 6, 1998
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(Alex Trotman)
Michael D. Dingman* Director March 6, 1998
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(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company March 6, 1998
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(Edsel B. Ford II)
William Clay Ford* Director March 6, 1998
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(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee March 6, 1998
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(William Clay Ford, Jr.)
</TABLE>
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Signature Title Date
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<S> <C> <C>
Irvine O. Hockaday, Jr.* Director March 6, 1998
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director March 6, 1998
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(Marie-Josee Kravis)
Ellen R. Marram* Director March 6, 1998
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(Ellen R. Marram)
Homer A. Neal* Director March 6, 1998
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(Homer A. Neal)
Carl E. Reichardt* Director March 6, 1998
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(Carl E. Reichardt)
John L. Thornton* Director March 6, 1998
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(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) March 6, 1998
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(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) March 6, 1998
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(William J. Cosgrove)
*By:/s/K. S. Lamping
----------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
----------------
Exhibit 4.A - 1985 Stock Option Plan of the Company. Filed as Exhibit 10-D to
the Annual Report on Form 10-K for the year ended December 31,
1985 and incorporated herein by reference.
Exhibit 4.B - Copy of Amendment, dated as of March 8, 1990, to the 1985 Stock
Option Plan. Filed as Exhibit 10-D to the Annual Report on Form
10-K for the year ended December 31, 1989 and incorporated
herein by reference.
Exhibit 4.C - Copy of Amendment, effective as of January 8, 1998, to the 1985
Stock Option Plan of the Company. Filed with this Registration
Statement.
Exhibit 4.D - Restated Certificate of Incorporation of the Company dated June
6, 1994. Filed as Exhibit 4.1 to Registration Statement No.
33-55171 and incorporated herein by reference.
Exhibit 4.E - By-Laws of the Company as amended through October 10, 1996.
Filed as Exhibit 3-B to the Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference.
Exhibit 4.F* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (Nonqualified Option).
Exhibit 4.G* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan (Nonqualified Option with Stock Appreciation
Right).
Exhibit 4.H* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (Incentive Option).
Exhibit 4.I* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (Incentive Option with Stock Appreciation Right).
Exhibit 4.J* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Nonqualified Option).
Exhibit 4.K* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Nonqualified Option with Stock Appreciation
Right).
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Exhibit 4.L* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Incentive Option).
Exhibit 4.M* - Form of Stock Option Agreement for use under the 1985 Stock
Option Plan. (U.K. Incentive Option wtih Stock Appreciation
Right).
Exhibit 5* - Opinion of W. K. Davenport, an Assistant General Counsel of
Ford Motor Company, with respect to the legality of the
securities being registered hereunder.
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 21* - List of subsidiaries of the Company employees of which have
been granted options under the Plans.
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.
* Previously filed as an Exhibit to this Registration Statement on October 23,
1986.
Exhibit 4.C
AMENDMENT TO 1985 STOCK OPTION PLAN
(Effective as of January 8, 1998)
The first sentence of the first paragraph of Article 13 is amended to read as
follows:
"The total amount of Stock on which Options may be granted under the Plan
and rights under Options and related Stock Appreciation Rights (both as to
the option price and the number of shares of Stock receivable on exercise
thereof) shall be appropriately adjusted for (i) a stock split, (ii)
stock dividend on Stock, (iii) a subdivision or combination of shares of
Stock, (iv) a reclassification of Stock, (iv) a merger or consolidation in
which the Company shall be the surviving corporation (in accordance with
the provisions contained in the next following paragraph), or (v) other
event affecting Stock."
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, July 14, 1997 and October
13, 1997 accompanying the unaudited interim financial information of Ford Motor
Company and Subsidiaries for the periods ended March 31, 1997 and 1996, June 30,
1996 and 1997 and September 30, 1996 and 1997, and included in the Ford Motor
Company Quarterly Report on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997, respectively, are 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
March 6, 1998
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 the
Company's 1996 Annual Report on Form 10-K and of our report dated January 26,
1998 of our audits of the consolidated financial statements of Ford Motor
Company at 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 Current Report on
Form 8-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
March 6, 1998
