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. Employee Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices)
(Zip Code)
1990 Long-Term Incentive Plan
(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)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed maximum
securities to be Amount to be maximum offering aggregate offering Amount of
registered registered* price per share** price** registration fee
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,257,000
$1.00 par value shares $52.65625 $66,188,906.25 $19,525.73
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------
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*The number of shares being registered represents shares of Common Stock
issued or to be issued as awards to participants under the 1990 Long-Term
Incentive Plan.
**Based on the market price of Common Stock of the Company on February 11,
1998 in accordance with Rule 457(c) under the Securities Act of 1933.
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1990 Long-Term Incentive Plan
_______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-55847, 33-54348 and
33-39402 are incorporated herein by reference.
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.
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 8. Exhibits.
Exhibit 4.A - Ford Motor Company 1990 Long-Term Incentive Plan. Filed
as Exhibit 4(A) to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.B - Amendment to 1990 Long-Term Incentive Plan (effective as
of October 1, 1990). Filed as Exhibit 10-P-1 to Ford's
Annual Report on Form 10-K for the year ended December 31,
1991 and incorporated herein by reference.
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Exhibit 4.C - Amendment to 1990 Long-Term Incentive Plan (effective as
of March 8, 1995). Filed as Exhibit 10. 2 to Ford's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1995 and incorporated herein by reference.
Exhibit 5 - 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 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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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 13th day of
February, 1998.
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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Signature Title Date
--------- ----- ----
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) February 13, 1998
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(Alex Trotman)
Michael D. Dingman* Director February 13, 1998
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(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief February 13, 1998
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- -------------------------
(Edsel B. Ford II)
William Clay Ford* Director February 13, 1998
- -------------------------
(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee February 13, 1998
- -------------------------
(William Clay Ford, Jr.)
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Signature Title Date
--------- ----- ----
Irvine O. Hockaday, Jr.* Director February 13, 1998
- -------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director February 13, 1998
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(Marie-Josee Kravis)
Ellen R. Marram* Director February 13, 1998
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(Ellen R. Marram)
Homer A. Neal* Director February 13, 1998
- ------------------------
(Homer A. Neal)
Carl E. Reichardt* Director February 13, 1998
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(Carl E. Reichardt)
John L. Thornton* Director February 13, 1998
- ------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) February 13, 1998
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(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) February 13, 1998
- ------------------------
(William J. Cosgrove)
*By:/s/K.S. Lamping
--------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
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<CAPTION>
Sequential Page
at which Found
(or Incorporated
by Reference)
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Exhibit 4.A - Ford Motor Company 1990 Long-Term Incentive Plan. Filed as
Exhibit 4(A) to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.B - Amendment to 1990 Long-Term Incentive Plan (effective as of
October 1, 1990). Filed as Exhibit 10-P-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference.
Exhibit 4.C - Amendment to 1990 Long-Term Incentive Plan (effective as of
March 8, 1995). Filed as Exhibit 10. 2 to Ford's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference.
Exhibit 5 - 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 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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Exhibit 5
Office of the General Counsel Ford Motor Company
The American Road
Room 1182 WHQ
Dearborn, Michigan 48121
February 13, 1998
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8, as amended (the
"Registration Statement") 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 1,257,000 shares
of Common Stock, par value $1.00 per share, of the Company ("Common Stock"),
relating to the 1990 Long-Term Incentive Plan (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, when issued and delivered
pursuant to the Company's Certificate of Incorporation and the Plan and when the
Registration Statement shall have become effective, will be legally issued and
will be fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 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
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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 reports 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,
1997 and 1996, and September 30, 1997 and 1996, and included in the Ford Motor
Company Quarterly Reports 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, these reports 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
February 13, 1998
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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
February 13, 1998
