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 (I.R.S. Employee
of incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
Ford Motor Company Deferred Compensation 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)
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CALCULATION OF REGISTRATION FEE
- ------------------------- ------------------------ ------------------------- ------------------------ ------------------------
Title of Proposed Proposed maximum
securities to be Amount to be maximum offering price aggregate offering Amount of
registered registered* per share or obligation price** registration fee
- ------------------------- ------------------------ ------------------------- ------------------------ ------------------------
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Deferred
Compensation $104,000,000 100% $104,000,000(b) $30,680.00
Obligations (a)
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------
Common Stock, 2,000,000
$1.00 par value shares (c) $46.09375 $92,187,500(d) $27,195.32
- ------------------------- ------------------------ ----------------------- ------------------------ ========================
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(a) The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance
with the terms of the Ford Motor Company Deferred Compensation Plan.
(b) Estimated solely for the purpose of determining the registration fee.
(c) The number of shares being registered represents the shares of Common Stock
that may be issued to participants under the Deferred Compensation Plan.
(d) Based on the market price of Common Stock of the Company on October 12, 1998
in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-47733, 333-20725 and
33-62227 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 (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 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as
Exhibit 4.1 to Registration Statement No. 33-62227 and
incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1995. Filed as Exhibit 10-T-1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1996. Filed as Exhibit 4.3 to
Registration Statement No. 333-20725 and incorporated
herein by reference.
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1997. Filed as Exhibit 4.4 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
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Exhibit 4.5 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of January 1, 1998. Filed as Exhibit 4.5 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.6 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of July 8, 1998. Filed with this Registration
Statement.
Exhibit 4.7 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of September 9, 1998. Filed with this
Registration Statement.
Exhibit 4.8 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of October 16, 1998. Filed with this
Registration Statement.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. 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 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 333-49545 and
incorporated herein by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.2 to Registration Statement No. 333-49545 and
incorporated herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24 to Registration Statement No. 333-52485 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 15th day of
October, 1998.
FORD MOTOR COMPANY
By: Alex Trotman*
-------------------------------------
(Alex Trotman)
Chairman of the Board of Directors
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Signature Title Date
- --------- ----- ----
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Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) October 15, 1998
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(Alex Trotman)
Michael D. Dingman* Director October 15, 1998
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(Michael D. Dingman)
Director and
Edsel B. Ford II* Vice President October 15, 1998
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(Edsel B. Ford II)
William Clay Ford* Director October 15, 1998
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(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee October 15, 1998
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(William Clay Ford, Jr.)
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Signature Title Date
- --------- ----- ----
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Irvine O. Hockaday, Jr.* Director October 15, 1998
- --------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director October 15, 1998
- --------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director October 15, 1998
- --------------------------
(Ellen R. Marram)
Director and Executive Vice
President - Ford and President -
Jacques Nasser Ford Automotive Operations October 15, 1998
- --------------------------
(Jacques Nasser)
Homer A. Neal* Director October 15, 1998
- --------------------------
(Homer A. Neal)
Carl E. Reichardt* Director October 15, 1998
- --------------------------
(Carl E. Reichardt)
John L. Thornton* Director October 15, 1998
- --------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) October 15, 1998
- --------------------------
(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) October 15, 1998
- --------------------------
(William J. Cosgrove)
*By:/s/K. S. Lamping
----------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference
---------------
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Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as
Exhibit 4.1 to Registration Statement No. 33-62227 and
incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1995. Filed as Exhibit 10-T-1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1996. Filed as Exhibit 4.3 to
Registration Statement No. 333-20725 and incorporated
herein by reference.
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1997. Filed as Exhibit 4.4 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.5 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of January 1, 1998. Filed as Exhibit 4.5 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.6 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of July 8, 1998. Filed with this Registration
Statement.
Exhibit 4.7 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of September 9, 1998. Filed with this
Registration Statement.
Exhibit 4.8 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of October 16, 1998. Filed with this
Registration Statement.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
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Sequential Page
at Which Found
(or Incorporated
by Reference
---------------
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Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. 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 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 333-49545 and
incorporated herein by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.2 to Registration Statement No. 333-49545 and
incorporated herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24 to Registration Statement No. 333-52485 and
incorporated herein by reference.
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AMENDMENTS TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
---------------------------------
(Effective as of July 8, 1998)
The first sentence of paragraph (c) of Section 4 is amended to read as follows:
"Subject to any limitations determined under paragraph (a) or paragraph (e) of
this Section 4, U. S. employees who are eligible to participate in the AIC Plan
or the RPM Plan, and who are actively employed by the Company in salary grade 11
or above or the equivalent at the time a salary deferral election is made are
eligible to defer payment of from 1% to 50% of base salary in 1% increments,
provided that the Compensation and Option Committee has determined that base
salary deferrals may be made for the employment period covered by such
deferral."
Paragraph (d) of Section 4 is amended to read as follows:
"(d) Deferrals of Incentive Compensation. Subject to any limitations determined
under paragraph (a) or paragraph (e) of this Section 4, U. S. employees who are
eligible to participate in the AIC Plan or the RPM Plan, and who are actively
employed by the Company at the time an election is made to defer payment of an
award payable under the 1990 Plan or other incentive compensation plan are
eligible to defer payment of from 1% to 100%, in 1% increments, of such award
net of applicable taxes, but not less than $1,000 or the equivalent value
determined at the time of the deferral, provided that (i) the Compensation and
Option Committee has determined that deferrals may be made for such awards and
(ii) such employees are actively employed by the Company at the time of the
election to defer."
The first sentence of paragraph (f) of Section 4 is amended to read as follows:
"Notwithstanding anything contained in the Plan to the contrary, subject to any
limitations determined under paragraph (a) or paragraph (e) of this Section 4,
U. S. employees who receive an award payable only in cash under the AIC Plan or
the RPM Plan are eligible to defer payment under the Plan from 1% to 100%, in 1%
increments, of such amount net of applicable taxes, but not less than $1,000,
provided that such employees are actively employed by the Company in salary
grade 11 or above or the equivalent at the time of the election to defer."
The following new paragraph (g) is added to Section 4:
"(g) Deferral of New Hire Payments. Notwithstanding anything contained in the
Plan to the contrary, subject to any limitations determined under paragraph (a)
or paragraph (e) of this Section 4, newly hired U.S. employees who are eligible
to participate in the AIC Plan or the RPM Plan, and who received an employment
offer from the Company that included a new hire payment in cash are eligible to
defer payment from 1% to 100%, in 1% increments, of such new hire payment net of
applicable taxes, but not less than $1,000, provided that such employees are
actively employed by the Company in salary grade 11 or above or the equivalent
at the time the new hire payment would otherwise be payable in the absence of
such deferral."
AMENDMENT TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
(Effective as of September 9, 1998)
Paragraph (d) of Section 4 of the Plan is amended to read as follows:
"(d) Deferrals of Incentive Compensation. Subject to any limitations determined
under paragraph (a) or paragraph (e) of this Section 4, U. S. employees who
are eligible to participate in the AIC Plan or the RPM Plan, and who are
actively employed by the Company at the time an election is made to defer
payment of an award payable under the 1990 Plan or other incentive
compensation plan, are eligible to defer payment of from 1% to 100%, in 1%
increments, of such award net of applicable taxes, but not less than $1,000
or the equivalent value determined at the time of the deferral, provided
that the Compensation and Option Committee has determined that deferrals
may be made for such awards. Notwithstanding the foregoing, the
Compensation and Option Committee may in its sole discretion allow
deferrals under this paragraph (d) by persons that do not meet the
eligibility requirements described above."
AMENDMENTS TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
--------------------------------
(Effective as of October 16, 1998)
Paragraph (f) of Section 1 of the Plan is amended to read as follows:
"(f) The term 'Deferred Compensation Committee' shall mean the committee
comprised of the Vice President - Human Resources, the Executive Vice President
and Chief Financial Officer and the Vice President - General Counsel or such
other persons as may be designated members of such Committee by the Compensation
and Option Committee."
The following new paragraph (h) is added to Section 4 of the Plan:
"(h) Transfer of Deferral Accounts from SC Plan. Effective as of the close
of business on October 16, 1998, all outstanding book entry deferral accounts
maintained under the SC Plan in the form of contingent credits for cash and/or
Ford Common Stock shall be transferred to the Plan and governed by the
provisions of the Plan. Upon such transfer, contingent credits for cash shall be
valued based on the Fidelity Retirement Money Market Portfolio and contingent
credits for Ford Common Stock shall be valued based on the Ford Stock Fund until
such time, if any, as all or part of such amounts are transferred by the
applicable participants to other investment options available under the Plan.
Ultimate payout of a transferred deferral account shall be in cash, except that,
to the extent that the transferred account is valued based on the Ford Stock
Fund, the participant may make an election prior to the transfer of the account
to receive the ultimate payout in whole shares of Common Stock."
Exhibit 5.1
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
October 15, 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 the obligations of the Company under the Company's Deferred
Compensation Plan (the "Plan") to pay in the future the value of the deferred
compensation accounts, as defined in the Plan, adjusted to reflect the
performance, whether positive or negative, of the selected measurement
investment options during the deferral period, in accordance with the terms of
the Plan (the "Obligations").
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 Obligations being registered under the Registration Statement,
and all such Obligations issued in accordance with the Plan will be legally
issued, fully paid and non-assessable when the Registration Statement shall have
become effective and the Company shall have received therefor the consideration
provided in the Plan.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary
and Counsel
Exhibit 5.2
FORD MOTOR COMPANY
The American Road
P.O. Box 1899
Dearborn, MI 48121
October 15, 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"),
relating to the Company's Deferred Compensation Plan (the "Plan").
As an Attorney of the Company, I am familiar with the affairs of the
Company, including the action taken by the Company in connection with the Plan.
I have examined, or caused to be examined, the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions
of the Plan. I also have examined or caused to be examined such other documents
and instruments and have made such further investigation as I have deemed
appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that in general the Plan is
exempt from ERISA's requirements. However, to the extent a limited statement to
the United States Department of Labor (the "DOL") is required to meet the
reporting and disclosure requirements under ERISA regulations, that statement
has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.2 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/J. Gordon Christy
J. Gordon Christy
Attorney
Exhibit 15
PricewaterhouseCoopers LLP
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 October 13, 1998 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries for the
periods ended September 30, 1998 and 1997 and and included in the Ford Motor
Company Quarterly Report on Form 10-Q for the quarter ended September 30, 1998,
is incorporated by reference in this Registration Statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered a
part of the Registration Statement prepared or certified by us within the
meaning of Sections 7 and 11 of the Act.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
October 15, 1998
Exhibit 23
PricewaterhouseCoopers LLP
Ford Motor Company
The American Road
Dearborn, Michigan
Consent of PricewaterhouseCoopers LLP
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration Statement of
our report dated January 26, 1998 on our audits of the consolidated financial
statements of Ford Motor Company as of December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996 and 1995, which report is included in the
Company's 1997 Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP.
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
October 15, 1998
