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. Employer Identification No.)
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
The American Road
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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<CAPTION>
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Tile of Each
Class of Proposed Proposed Maximum
Securities to be Amount to be Maximum Offering Aggregate Offering Amount of Registration
Registered Registered (a) Price Per Share (b) Price Registration Fee
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<S> <C> <C> <C> <C>
Series C Participating 31,688
Stock, $1.00 par value shares $56,562.50 $1,792,352,500 $528,743.99
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------
31,688,000
Depositary Shares shares (c) ___ ___ ___
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Common Stock, 31,688,000 ___ ___ ___
$1.00 par value shares (d)
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(a) The number of shares being registered represents the maximum number of
shares 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.
(b) Based on the market price of 1,000 shares of Common Stock of the
Company on March 2, 1998 in accordance with Rule 457(c) under the Securities Act
of 1933.
(c) Each Depositary Share will represent 1/1,000 of a share of Series C
Participating Stock and will be evidenced by a Depositary Receipt issued
pursuant to a Deposit Agreement.
(d) The number of shares being registered represents the maximum number of
shares of Common Stock as are issuable upon conversion of the Series C
Participating Stock registered hereby.
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 TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
---------------------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-27993, 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 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 4. Description of Securities
For a description of Ford's Series C Participating Stock and Depositary
Shares, each representing 1/1,000 of a share of such Series C Participating
Stock, see Exhibits 4.F, 4.G, 4.H and 4.I to this Registration Statement.
For a description of Ford's Common Stock, see Item 3 above.
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 Amendment effective as of March 2 1998 to the
Tax-Efficient Savings Plan for Hourly Employees. Filed with this
Registration Statement.
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Exhibit 4.C - 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.D - 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.E - 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.E to Registration Statement No.
33-64605 and incorporated herein by reference.
Exhibit 4.F - Form of Certificate of Designations designating Series C
Participating Stock. Filed as Exhibit 4.G to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.G - Form of certificate for shares of Series C Participating Stock.
Filed as Exhibit 4.H to Registration Statement No. 333-47443
and incorporated herein by reference.
Exhibit 4.H - Form of Deposit Agreement. Filed as Exhibit 4.I to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.I - Form of Depositary Receipt is included in Exhibit 4.H. Filed as
Exhibit 4.J to Registration Statement No. 333-47443 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.
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Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A
to Registration Statement No. 333-47443 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. 333-47443 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 6th day of March, 1998.
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
By:/s/Glen Anderson
------------------------------
Glen Anderson, Chairman
Tax-Efficient Savings 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 6th day of
March, 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
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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.)
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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 - 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 Amendment effective as of March 2,
1998 to the Tax-Efficient Savings Plan for Hourly
Employees. Filed with this Registration Statement.
Exhibit 4.C - 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.D - 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.E - 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.E to Registration Statement No. 33-64605
and incorporated herein by reference.
Exhibit 4.F - Form of Certificate of Designations designating
Series C Participating Stock. Filed as Exhibit
4.G to Registration Statement No. 333-47443 and
incorporated herein by reference.
Exhibit 4.G - Form of certificate for shares of Series C
Participating Stock. Filed as Exhibit 4.H to
Registration Statement No. 333-47443 and
incorporated herein by reference.
Exhibit 4.H - Form of Deposit Agreement. Filed as Exhibit 4.I
to Registration Statement No. 333-47443 and
incorporated herein by reference.
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Exhibit 4.I - Form of Depositary Receipt is included in Exhibit
4.H. Filed as Exhibit 4.J to Registration
Statement No. 333-47443 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
as Exhibit 24.A to Registration Statement No.
333-47443 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. 333-47443 and incorporated herein
by reference.
Exhibit 4.B
FORD MOTOR COMPANY
The American Road
Dearborn, MI 48121-1899
January 15, 1998
Mr. R. Pokerwinski
UAW, National Ford Department
8000 East Jefferson Avenue
Detroit, Michigan 48214
Dear Mr. Pokerwinski:
Subject: Tax-Efficient Savings Plan for Hourly Employees ("TESPHE") Changes
Relating to the Spin-off of the Associates First Capital Corporation
("The Associates")
This letter will confirm our understanding that the TESPHE will be amended
in connection with the spin-off by Ford Motor Company ("Company") of its
ownership in The Associates. The TESPHE will be amended consistent with the
amendments that will be made to the Savings and Stock Investment Plan ("SSIP")
for Ford salaried employees.
Accordingly, it is agreed that:
1. The Ford Stock Fund under the TESPHE shall be invested in Company Series C
Participating Stock ("Participating Stock") during the same times and on
the same terms as the Ford Stock Fund under the SSIP is invested in such
stock. The Ford Stock Fund under the TESPHE shall participate in a cash
distribution on such stock in lieu of a dividend in the form of The
Associates common stock that will be payable on Company common stock.
2. The restrictions on the transfer of funds by members of the SSIP into the
Ford Stock Fund during the time that the Ford Stock under the SSIP is
invested in Participating Stock shall apply to members of the TESPHE with
respect to the Ford Stock Fund under the TESPHE.
3. The Cash distribution paid on the Participating Stock held under the Ford
Stock Fund under the TESPHE will be invested in member's accounts based on
the asset allocation of the member's account on the record date of the cash
distribution.
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4. The amendments to the Ford Stock Fund under the SSIP to allow the
investment of that fund in the Participating Stock and the receipt of a
cash distribution on such stock shall apply to the Ford Stock Fund under
TESPHE.
5. In all other respects, the amendments made to the SSIP in connection with
the above, including amendments made to the Associates Stock Fund, shall
apply to the TESPHE, except to the extent such amendments alter provisions
of the SSIP for which there is no corresponding or similar provision under
the TESPHE. The Company has supplied the Union with a copy of the
amendments that are being made to the SSIP to accomplish the above.
Very truly yours,
/s/Lee Mezza
Lee Mezza, Manager
North American Compensation
& Benefits Planning
Concur:/s/R. Pokerwinski
----------------------
R. Pokerwinski
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AMENDMENT TO SAVINGS AND
STOCK INVESTMENT PLAN FOR
SALARIED EMPLOYEES
------------------
The following Paragraphs and Subparagraphs of the Ford Motor Company Savings and
Stock Investment Plan for Salaried Employees ("SSIP") are hereby amended in
their entireties to read as follows effective as of the date the Board of
Directors of the Company declares a dividend on common stock and Class B Stock
of the Company payable in shares of Class A Common Stock of Associates First
Capital Corporation.
Paragraph I, Subparagraph 12
"Company Stock" shall mean common stock of the Company; provided, however, that
during the Participating Stock Investment Period, such term shall include, to
the extent directed by the Secretary or Vice President and Treasurer of the
Company, Participating Stock.
Paragraph I, Subparagraph 13
"Current market value" shall mean, with reference to Company Stock that is
common stock, the closing market price on the New York Stock Exchange on the day
in question or, if no sales were made on that date, the closing market price on
the next preceding day on which sales were made. With reference to Participating
Stock, the term "current market value" shall mean the value, as of the close of
trading on the New York Stock Exchange on the date in question, as determined in
accordance with procedures determined by the Company based on the advice of an
independent party designated by the Secretary or Vice President and Treasurer of
the Company.
Paragraph I, Subparagraph 40
"The Associates" shall mean Associates First Capital Corporation.
Paragraph I, Subparagraph 41
"Participating Stock" shall mean either Series C Participating Stock of the
Company or depositary shares representing a fractional interest in such stock.
Paragraph I, Subparagraph 42
"Participating Stock Investment Period" shall mean the period during which the
Ford Stock Fund holds Participating Stock pursuant to directions to the Trustee
from the Secretary or Vice President and Treasurer of the Company, which period
shall commence by the second business day preceding the record date with respect
to a dividend on common and Class B Stock of the Company in shares of Associates
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Stock and shall end on the date the Ford Stock Fund no longer holds
Participating Stock, whether pursuant to conversion of such stock by its own
terms or pursuant to conversion upon direction from the Secretary or Vice
President and Treasurer of the Company, which period shall not exceed fourteen
(14) days.
Paragraph I, Subparagraph 43
"Restricted Period" shall mean the period commencing immediately following the
public announcement by the Company of a decision by the Board of Directors of
the Company to declare a dividend on Company Stock that is common stock in
shares of Associates Stock (but not before 7:00 am Eastern time on the day of
such announcement, except that such period may begin as of such earlier time as
the Company has reason to believe that information regarding the timing of same
has become public knowledge prior to a public announcement by the Company) and
ending at 4:00 pm Eastern time on the second business day immediately following
the record date for such dividend or as soon as reasonably practicable
thereafter (as determined by the Secretary or Vice President and Treasurer of
the Company).
Paragraph I, Subparagraph 44
"Reinvestment Period" shall mean the period beginning with the payment of a
Special Cash Dividend and extending throughout such period as is necessary to
allow such cash dividend to be reinvested in Company Stock in accordance with
subparagraph 1 of Paragraph XVIII and consistent with directions from the
Company, which directions may be given by the Secretary or Vice President and
Treasurer of the Company.
Paragraph I, Subparagraph 45
"Special Cash Dividend" shall mean a special cash dividend in lieu of a dividend
in Associates Stock payable on Participating Stock held in the Ford Stock Fund.
Paragraph VII
Member's Election As to Investment of Funds. A member's regular savings
contributions and tax-efficient savings contributions each shall be invested as
the member shall elect with respect to each in one or more of the Ford Stock
Fund, the Associates Stock Fund (until, but not after the beginning of the
Restricted Period), the Common Stock Fund, the Bond Fund, the Interest Income
Fund, the Income Fund (for contributions made prior to January 1, 1996), the
Fidelity Magellan Fund, the Fidelity Contrafund, the Fidelity Overseas Fund,
Fidelity Asset Manager: Income, Fidelity Asset Manager, Fidelity Asset Manager:
Growth and any of the Additional Mutual Funds listed in Appendix A, provided
that the amount contributed to any investment election shall be at least five
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percent of the amount contributed; contributions in excess of five percent shall
be made in increments of one percent.
A prospectus for the Fidelity Magellan Fund, the Fidelity Contrafund, the
Fidelity Overseas Fund, the Fidelity Asset Manager: Income, the Fidelity Asset
Manager, the Fidelity Asset Manager: Growth, all of which are mutual funds, or
for any of the Additional Mutual Funds listed in Appendix A shall be delivered
promptly to any employee upon request of such employee.
The Committee may in its discretion make additions to or deletions from the
Additional Mutual Funds listed in Appendix A.
A member's initial investment election hereunder shall be stated in his or her
notice of election to participate or Salary Reduction agreement. Each investment
election hereunder shall remain in effect until changed by the member, and may
be changed effective for any pay period in respect of regular savings
contributions or tax-efficient savings contributions made after delivering a
notice in such form and in such manner and at such time as the Committee shall
specify. Profit sharing distributions and FCA Dollars and Bonus Flexdollars from
the Flexible Benefits Plan that members elect to have contributed to the Plan
shall be invested in accordance with a member's election in effect with respect
to tax-efficient savings contributions at the time profit sharing distributions
are contributed to the Plan or, if the member does not have in effect such an
election with respect to tax-efficient savings contributions, in accordance with
the member's latest tax-efficient savings election or, in the absence of any
such election, in the Interest Income Fund. Company matching contributions shall
be invested in the Ford Stock Fund. Notwithstanding the foregoing provisions of
this Paragraph VII, during and at any time following the Restricted Period,
members shall not be allowed to invest additional contributions of any type in
the Associates Stock Fund, and elections to invest in the Associates Stock Fund
shall be deemed elections to invest in the Ford Stock Fund. Further, beginning
with the Restricted Period, members' rights to change investment elections for
future contributions under this Paragraph VII shall be temporarily suspended
whenever and to the extent administratively required to obtain and implement
member elections with respect to a Special Cash Dividend and to process and
allocate such a Special Cash Dividend to members' accounts.
Paragraph VIII
Transfer of Assets to Other Investment Elections. Except as is provided in
subparagraph (e) of this Paragraph VIII, any member may elect, at such times, in
such manner, to such extent and with respect to such assets as the Committee
from time to time may determine, to have the value of all or part of the assets
invested in any investment election under the Plan in such member's regular
savings account, tax-efficient savings account or matching contributions account
transferred by being invested in such other of the ways in which a member's
regular savings contributions or tax-efficient savings contributions may be
invested; provided, however, that:
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a) a member may not transfer the value of amounts credited to his or
her Income Fund subaccount except at such times as the Committee
may determine,
b) a member may make one or more such transfer elections with respect
to his or her regular savings account, one or more such transfer
elections with respect to his or her tax-efficient savings
account, and one or more such transfer elections with respect to
his or her matching contributions account during each business day
and, in addition, a member may elect to transfer the value of
amounts credited to his or her Income Fund subaccount at any such
time as the Committee may determine,
c) a member may make transfer elections in either a dollar amount or
a percentage of the amount invested in such investment election
from which such transfer is elected, in increments of one percent,
provided that the amount transferred is at least the greater of
five percent of the value of the assets in the investment election
from which transfer is elected or $250.00, or, if the amount
invested in the investment election from which transfer is elected
is less than $250.00, the entire value of the assets invested in
the investment election from which transfer is elected,
d) all such transfer elections shall be subject to such other
regulations as the Committee may prescribe, which may specify,
among other things, application procedures, minimum and maximum
amounts that may be transferred, procedures for determining the
value of assets the subject of a transfer election and other
matters which may include conditions or restrictions applicable to
transfer elections; and
e) a member shall not be allowed to have the value of any assets
invested in any investment election under the Plan transferred to
the Ford Stock Fund during the Restricted Period; provided that,
except as is provided in the immediately following sentence, a
member may during the Restricted Period transfer all or a portion
of the value of the member's investment in the Ford Stock Fund to
other investment elections allowed under the Plan. During the
period beginning with the close of the New York Stock Exchange on
the last business day preceding the record date for a Special Cash
Dividend and extending through 8:30 am Eastern time of the day
immediately following such record date or, if such record date is
not a day on which the New York Stock Exchange is open, 8:30 am
Eastern time of the day immediately following the next day on
which the New York Stock Exchange is open, members shall not be
allowed to have the value of any assets transferred into or out of
the Ford Stock Fund, and all other transactions, including loans
and withdrawals, involving the Ford Stock Fund shall also be
suspended. In addition, for such time as is required
administratively to implement member elections with respect to a
Special Cash Dividend, the rights of members to transfer assets
between investment elections otherwise permitted under this
Paragraph VIII may be limited or suspended. Further, during the
Reinvestment Period the Trustee shall, upon written directions
from the Secretary or Vice President and Treasurer of the Company
or such party's delegate, at any time and from time to time limit
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transfers from other investment elections to the Ford Stock Fund
if such parties determine that it is necessary to limit such
transfers to effect the investment of the Special Cash Dividend
in Company Stock as provided in subparagraph 1(a) of Paragraph
XVIII. In addition, during and at any time following the
Restricted Period, members shall not be allowed to invest any
additional assets in the Associates Stock Fund.
Paragraph XI
Investment of Dividends, Interest, Etc. Except as is provided in the following
sentences of this Paragraph XI and Paragraph XV (with respect to a Special Cash
Dividend), cash dividends, interest, and cash proceeds of any other distribution
in respect of the Ford Stock Fund, the Associates Stock Fund, the Common Stock
Fund, the Bond Fund, the Interest Income Fund, and the Income Fund shall be
invested in the respective Funds, except that, commencing with the dividend on
Company Stock payable in the third quarter of 1996, and commencing with the
establishment of the Associates Stock Fund (and ceasing on the date The
Associates ceases to be a member of a controlled group of corporations (within
the meaning of Section 414(b) of the Code) that includes the Company), all or a
portion of cash dividends paid on Company Stock held in the Ford Stock Fund that
have not been in the Plan continuously since January 1, 1989 and all of the cash
dividends on the Associates Stock in the Associates Stock Fund shall be
distributed in accordance with the provisions of Paragraph XV to members who
have elected to invest in the Ford Stock Fund and/or Associates Stock Fund,
unless such members elect not to receive such dividends.
Cash dividends on Company Stock in the Ford Stock Fund that are not attributable
to a Special Cash Dividend and that are not distributed to members shall be
invested on behalf of the members entitled thereto in the Ford Stock Fund
through the purchase of additional Ford Stock Fund Units. Until March 3, 1998,
cash dividends on Associates Stock in the Associates Stock Fund that are not
distributed to members shall be invested on behalf of the members entitled
thereto in the Associates Stock Fund through the purchase of additional
Associates Stock Fund Units. Cash dividends paid on Associates Stock in the
Associates Stock Fund after March 2, 1998, shall be invested on behalf of
members who have investments in the Associates Stock Fund in the Ford Stock Fund
through the purchase of additional Ford Stock Fund Units. That portion of a
Special Cash Dividend that is attributable to a member's investment in the Ford
Stock Fund and that is not distributed to a member shall be invested on behalf
of such member in the same funds in which such member's assets are invested and
in the same proportions as such assets are invested at the close of the New York
Stock Exchange on the day immediately preceding the record date for such Special
Cash Dividend, with investment in the Ford Stock Fund being accomplished through
the purchase of additional Ford Stock Fund Units, except that any investments in
the Associates Stock Fund shall be treated, for this purpose, as an investment
in the Ford Stock Fund, and any investment in the 1995 Income Fund shall be
treated, for this purpose, as an investment in the Interest Income Fund, unless
such member shall have made a different election pursuant to a special election
applicable to the Special Cash Dividend, which special election shall be
communicated to members in writing and offered to members prior to the payment
of the Special Cash Dividend. For purposes of the immediately preceding
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sentence, such special election shall not permit a member to elect to have his
or her portion of the Special Cash Dividend invested in the Associates Stock
Fund or the 1995 Income Fund.
Paragraph XV (Subparagraph 3, only)
Cash Dividends on Stock in the Ford Stock Fund and Associates Stock Fund.
Except in the case of a Special Cash Dividend, commencing, in the case of the
Ford Stock Fund, with the dividend payable for the third quarter of 1996, all or
a portion of cash dividends paid on shares of Company Stock in the Ford Stock
Fund that have not been in the Plan continuously since January 1, 1989, shall be
distributed proportionately to members who have assets in the Ford Stock Fund on
the dividend record date and do not reject such distribution. Commencing, in the
case of the Associates Stock Fund, with the first dividend after April 1, 1997,
and ceasing on the date that The Associates ceases to be a member of a
controlled group of corporations (within the meaning of section 414(b) of the
Code) that includes the Company, all or a portion of cash dividends paid on
shares of Associates Stock in the Associates Stock Fund shall be distributed
proportionately to members who have assets invested in the Associates Stock Fund
on the dividend record date and do not reject such distribution. Except in the
case of a Special Cash Dividend, the amount of such cash dividends that shall be
distributed to members who do not reject distribution shall equal the lesser of
(i) the total of such cash dividends, or (ii) the total amount of cash dividends
paid on all shares held in the Ford Stock Fund or Associates Stock Fund, as
appropriate, multiplied by the ratio of the number of Ford Stock Fund Units or
Associates Stock Fund Units, as appropriate, in the accounts of members who do
not reject such distribution or to the number of Ford Stock Fund Units or
Associates Stock Fund Units, as appropriate, in the accounts of all members,
such determination to be made as of the dividend record date. The amount of such
cash dividends that shall be distributed to each member who has not rejected
such distribution shall be equal to the total amount of cash dividends to be
distributed multiplied by the ratio of the number of Ford Stock Fund Units or
Associates Stock Fund Units, as appropriate, in the account of such member to
the total number of Ford Stock Fund Units or Associates Stock Fund Units, as
appropriate, in the accounts of all members who have not rejected such
distribution, all determined as of the close of the New York Stock Exchange on
the record date for the dividend. With respect to a Special Cash Dividend, each
member shall receive a distribution of the portion, if any, of such dividend
allocable to the member's account, based on the member's proportionate interest
in the Ford Stock Fund, that the member has elected be distributed, with both a
member's proportionate interest in the Ford Stock Fund and the portion of the
Special Cash Dividend to be distributed to the member to be determined as of the
close of the New York Stock Exchange on the record date for the Special Cash
Dividend.
The Company, through the Secretary or Vice President and Treasurer, shall
determine the time during which and the manner in which members may elect to
receive a distribution of all or a portion of a Special Cash Dividend and, with
respect to other cash dividends, shall from time to time determine the times
during which and the manner in which members shall be provided an opportunity to
reject distribution of cash dividends on Company Stock and Associates Stock or
to change a prior election with respect to distribution. For administrative
<PAGE>
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efficiency, the Committee may require members who elect to reject a distribution
of cash dividends on either Company Stock or Associates Stock to reject a
distribution of cash dividends on both Company Stock and Associates Stock.
Distribution of such dividends shall be made as soon as practicable after
receipt of such dividends by the Trustee.
Paragraph XVIII (Subparagraph 1)
Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund, Income Fund
and Mutual Funds.
1. Ford Stock Fund.
The Trustee shall establish and administer the Ford Stock Fund in
accordance with the following:
(a) Investments.
For each member who elects pursuant to paragraph VII to have
Contributions invested in the Ford Stock Fund or for whom a
transfer is made to the Ford Stock Fund as provided in paragraph
VIII hereof, the Trustee shall invest the sums so to be invested
or transferred in accordance with instructions of a person,
company, corporation or other organization appointed by the
Company. The Trustee may be appointed for such purpose.
Except as is provided below in this subparagraph, investments
shall be made primarily in shares of Company Stock that is common
stock; a small portion shall be invested in cash or cash
equivalent or other short-term investments to provide liquidity
for daily activity. The Secretary or Vice President and Treasurer
of the Company shall direct the Trustee to invest such portion of
the Ford Stock Fund that is not to be held in cash or cash
equivalent or other short-term investments in Participating Stock
during the Participating Stock Investment Period. Investment in
Participating Stock required to initiate the Participating Stock
Investment Period shall be accomplished by direct exchange with
the Company of shares of Company Stock that is common stock for
shares of Participating Stock at an exchange rate that constitutes
adequate consideration within the meaning Section 3(18) of ERISA.
The Secretary or Vice President and Treasurer of the Company may
also during the Participating Stock Investment Period direct the
Trustee to invest some or all of the cash or cash equivalent or
other short-term investments in the Ford Stock Fund in Company
Stock that is common stock and to exchange such common stock for
Participating Stock directly with the Company at an exchange rate
that constitutes adequate consideration within the meaning of
Section 3(18) of ERISA. During the Participating Stock Investment
Period, the Trustee may convert shares of Participating Stock into
shares of Company Stock that is common stock to the extent
necessary to permit members to transfer amounts out of the Ford
<PAGE>
-8-
Stock Fund into other investment elections under the Plan, as
provided in Paragraph VIII, and to effect distributions. It is
expected that, except (i) at such times as the Ford Stock Fund is
invested in Participating Stock and (ii) during the Reinvestment
Period, about one to two percent of the total assets in the Fund
will be held in cash or cash equivalent or other short-term
investments, but the percentage may be higher or lower, depending
upon the expected liquidity requirements of the Fund. The
Secretary or Vice President and Treasurer of the Company may
establish different percentages at such times as the Ford Stock
Fund is to any extent invested in Participating Stock. During the
Reinvestment Period, the Ford Stock Fund may hold in cash or cash
equivalent or other short-term investments such portion of the
Special Cash Dividend that as of any given time cannot be invested
in Company Stock in an orderly fashion. Notwithstanding the
immediately preceding sentence, the Trustee shall, pursuant to
directions from the Secretary or Vice President and Treasurer of
the Company, invest cash attributable to the Special Cash Dividend
in Company Stock and thereafter shall invest the Ford Stock Fund
in accordance with the third sentence immediately above.
The determination that any exchange, purchase or transaction that
the provisions of this subparagraph 1 of paragraph XVIII or
paragraph XXII require be for adequate consideration (within the
meaning of Section 3(18) of ERISA) is in fact for adequate
consideration shall be made by the Company acting through either
its Secretary or its Vice President and Treasurer, who may rely on
the report of an appraiser who is independent of all parties to
any such transaction (other than the plan). For this purpose, the
Company shall be a fiduciary of the Plan and shall act through its
Secretary or Vice President and Treasurer, whichever party makes
such determination. Investments of all or a portion of Ford Stock
Fund assets may be made in any common, collective or commingled
fund when, in the opinion of the Trustee, such investments are
consistent with the objective of the Ford Stock Fund.
(b) Ford Stock Fund Units.
Members shall have no ownership in any particular asset of the
Ford Stock Fund. The Trustee shall be the sole owner of all Ford
Stock Fund assets. Proportionate interests in the Ford Stock Fund
shall be expressed in Ford Stock Fund Units. All Ford Stock Fund
Units shall be of equal value and no Ford Stock Fund Unit shall
have priority or preference over any other. Ford Stock Fund Units
shall be credited by the Trustee to accounts of members as of each
valuation date.
(c) Ford Stock Fund Unit Prices.
The term "Ford Stock Fund Unit Price," as used herein, shall mean
the value in money of an individual Ford Stock Fund Unit expressed
to the nearest cent. The Ford Stock Fund Unit Price as of October
1, 1995 was $10.00, as determined by the Committee. The number of
Ford Stock Fund Units as of October 1, 1995 was determined by
dividing the market value of shares of Company Stock and cash
<PAGE>
-9-
received by the Trustee for investment in the Ford Stock Fund by
such Ford Stock Fund Unit Price. Thereafter, the Ford Stock Fund
Unit Price shall be redetermined as of the close of the New York
Stock Exchange on each business day that is a trading day of the
New York Stock Exchange. The Ford Stock Fund Unit Price for each
such business day shall be determined by dividing the net asset
value of the Ford Stock Fund on such business day by the number of
Ford Stock Fund Units outstanding on such business day. Ford Stock
Fund Unit Prices shall be determined before giving effect to any
distribution or withdrawal and before crediting contributions to
members' accounts effective as of any such business day. Net asset
value of the Ford Stock Fund shall be computed as follows:
(i) Company Stock shall be valued at the closing price on
the New York Stock Exchange on such business day, or,
if no sales were made on that date, at the closing
price on the next preceding day on which sales were
made. Notwithstanding the foregoing, the value of
Participating Stock, if such stock is not publicly
and actively traded on a recognized securities
market, shall be determined as of the close of the
New York Stock Exchange on each day that is a trading
day of the New York Stock Exchange in accordance
with procedures determined by the Company.
(ii) All other assets of the Ford Stock Fund, including any
interest in a common, collective or commingled fund,
shall be valued at the fair market value as of the
close of business on the valuation date. Fair market
value shall be determined by the Trustee in the
reasonable exercise of its discretion, taking into
account values supplied by a generally accepted
pricing or quotation service or quotations furnished
by one or more reputable sources, such as securities
dealers, brokers, or investment bankers, values of
comparable property, appraisals or other relevant
information and, in the case of a common, collective
or commingled fund, fair market value shall be the
unit value of such fund for a date the same as the
valuation date, or as close thereto as practicable.
(iii) Ford Stock Fund Units credited to members' accounts
with respect to Tax-Efficient Savings contributions
made during any month shall be credited at the Ford
Stock Fund Unit Price determined as of the close of
business on the day that such contributions are
received by the Trustee. Ford Stock Fund Units
withdrawn or distributed shall be valued at the Ford
Stock Fund Unit Price at the close of business on the
day coinciding with the effective date of such
withdrawal or distribution.
<PAGE>
-10-
(iv) Except as is otherwise provided in directions from the
Company, or dictated by the Trustees' trust accounting
conventions, investment transactions, income and any
expenses chargeable to the Ford Stock Fund will be
accounted for on an accrual basis.
(d) Distribution and Withdrawal from Ford Stock Fund.
The cash value of assets in the Ford Stock Fund shall be
distributed to members or may be withdrawn by members only in
accordance with paragraphs XIII, XIV, and XV hereof. All
distributions and withdrawals shall be in cash, except that a
member making a withdrawal or receiving a distribution may
direct the Trustee to make such withdrawal or distribution in
the form of whole shares of Company Stock that is common
stock, based on the current market value thereof on the
effective date of such withdrawal or distribution.
(e) Registered Name.
Securities held in the Ford Stock Fund may be registered in
the name of the Trustee or its nominee.
(f) No Commission.
No commission shall be charged to the Plan or any trust under
the Plan in connection with any acquisition by the Plan of
Company Stock from the Company, whether by cash purchase,
exchange, conversion or otherwise.
Paragraph XVIII (paragraph (f) of Subparagraph 6)
(f) The Associates Stock Fund shall cease to operate and shall cease to
be an investment election under the Plan at the close of the New York
Stock Exchange on December 31, 1999, and all assets remaining in the
Associates Stock Fund as of the close of the Exchange on such day shall
be transferred to and converted into investments in the Ford Stock Fund
as soon thereafter as is practicable. The Trustee, upon written
directions from the Secretary or Vice President and Treasurer of the
Company, shall convert the assets in the Associates Stock Fund into
cash or cash equivalent or other short-term investments in an orderly
manner, in anticipation of such transfer to the Ford Stock Fund.
Paragraph XXII
Acquisition of Securities by the Trustee. Employee regular savings
contributions, tax-efficient contributions and Company matching contributions
<PAGE>
-11-
and earnings thereon in the accounts of members shall be invested by the Trustee
as soon as practicable after receipt thereof by the Trustee.
The shares of Company Stock from time to time required for purposes of the Plan
shall be acquired by the Trustee from the Company, or from such other person or
corporation, on such stock exchange or in such other manner, as the Company by
action of its Board of Directors or any committee or person designated by the
Board of Directors, from time to time in its sole discretion may designate or
prescribe, provided, however, that except as required by any such designation by
the Board of Directors, such shares shall be purchased by the Trustee from such
source and in such manner as the Trustee from time to time in its sole
discretion may determine. Except as hereinafter provided, any share so acquired
from the Company may be either treasury stock or newly-issued stock, and, except
as is provided in the immediately following sentence, shall be purchased at a
price per share equal to the current market value on the date of purchase.
During the Participating Stock Investment Period, the Trustee shall acquire
shares of Participating Stock from the Company by exchange of shares of Company
Stock that is common stock acquired by the Trustee with contributions and
earnings or otherwise held by the Trustee under the Plan for shares of
Participating Stock, any such exchange or purchase to be for adequate
consideration within the meaning of Section 3(18) of ERISA and to comply with
the requirements of the fourth paragraph of subparagraph 1(a) of Paragraph
XVIII.
Anything herein to the contrary notwithstanding, the Trustee shall not invest
any of the funds in the Ford Stock Fund in any shares of Company Stock, other
than Participating Stock, unless at the time of purchase thereof by the Trustee
such shares shall be listed on the New York Stock Exchange.
The shares of Company Stock held by the Trustee under the Plan shall be
registered in the name of the Trustee or its nominee, but shall not be voted by
the Trustee or such nominee except as provided in paragraph XXIV hereof.
In the event that any option, right or warrant shall be received by the Trustee
on Company Stock, the Trustee shall sell the same, at public or private sale and
at such price and upon such other terms as it may determine, unless the
Committee shall determine that such option, right or warrant should be
exercised, in which case the Trustee shall exercise the same upon such terms and
conditions as the Committee may prescribe.
Paragraph XXVI (first paragraph)
Operation and Administration. Pursuant to ERISA the Company shall be the sole
named fiduciary with respect to the Plan and shall have authority to control or
manage the operation and administration of the Plan. The Secretary and Vice
President and Treasurer of the Company are named in subparagraphs 12, 13, 42, 43
and 44 of Paragraph 1, subparagraph (e) of Paragraph VIII, paragraphs (a), (c)
and (d) of subparagraph 1 of Paragraph XVIII, paragraph (f) of subparagraph 6 of
Paragraph XVIII, and Paragraph XXII and in connection with the acquisition,
conversion and valuation of Participating Stock. Such parties shall act in
connection with such matters as agents of the Company in its capacity as named
fiduciary of the Plan. Whenever, in connection with such matters, the Secretary
<PAGE>
-12-
or Vice President and Treasurer deem it appropriate to give directions or
provide valuations of Participating Stock that are not otherwise expressly
required by the above provisions of the Plan, the Secretary and Vice President
and Treasurer of the Company are authorized to give such directions and provide
such valuations on behalf of the Company.
Exhibit 5.A
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
March 6, 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 (i) up to 31,688 shares of Series C Participating Stock, par value
$1.00 per share, of the Company (the "Participating Stock"), (ii) up to
31,688,000 depositary shares, each representing 1/1,000 of a share of the
Participating Stock (the "Depositary Shares") to be evidenced by depositary
receipts relating to the Depositary Shares (the "Depositary Receipts") issued
pursuant to a Deposit Agreement among the Company, First Chicago Trust Company
of New York, as depositary (the "Depositary"), and the holders from time to time
of the Depositary Receipts (the "Deposit Agreement"), and (iii) up to
31,688,000 shares of the Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), which shall be issued upon conversion of the
Participating 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 Registration Statement and with the Certificate of Incorporation, the
By-Laws and with the affairs of the Company. In connection with the Registration
Statement, I have examined, or caused to be examined, (i) a form of the
Certificate of Designations relating to the Participating Stock, (ii) a form of
the Deposit Agreement, which I have assumed will be duly executed and delivered
by the Depositary and the Company, and (iii) a copy of the Registration
Statement. 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 the Participating Stock and the Depositary Shares
being registered under the Registration Statement, and when (a) all such shares
of Participating Stock and Depositary Shares 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
<PAGE>
-2-
Plan, have been duly issued and sold in the manner contemplated by the
Registration Statement, (b) with respect to the Depositary Shares only, the
Depositary has duly executed the Depositary Receipts in accordance with the
terms of the Deposit Agreement (the Company having deposited the Participating
Stock with the Depositary pursuant to the Deposit Agreement), and (c) the
Registration Statement has become effective and the Company has received
therefor the consideration provided in the Plan and the Certificate of
Incorporation (but not less than the par value thereof), the Participating Stock
will be validly issued, fully paid and nonassessable and the Depositary Shares
will represent legal and valid interests in the shares of Participating Stock.
(3) 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 and as trustee under
the Plan, in accordance with the Master Trust Agreement and the Plan, upon
conversion of the Participating Stock, 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,
the Company's Certificate of Incorporation, and the Deposit Agreement, if
applicable (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 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 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
