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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-0549190
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN M. RINTAMAKI, ESQ.
ASSISTANT GENERAL COUNSEL AND SECRETARY
FORD MOTOR COMPANY
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.
[ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(A) OFFERING PRICE(A) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share................... 10,000,000 shares $53 7/16 $534,375,000 $148,556.25
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</TABLE>
(a) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457 under the Securities Act. The
average of the high and low prices for the Registrant's Common Stock
reported on the New York Stock Exchange on November 10, 1998 was $53 7/16
per share.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 13, 1998
FORD LOGO
FORD MOTOR COMPANY
10,000,000 SHARES
COMMON STOCK
This Prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. It covers 10,000,000 shares of our
Common Stock. These shares may be offered and sold from time to time by certain
of our stockholders (the "Selling Stockholders") who acquired or will acquire
the shares in private transactions with us.
The Common Stock is traded on The New York Stock Exchange under the symbol
"F". On November 11, 1998, the last reported sale price for the Common Stock was
$53 7/8 per share.
Our principal executive offices are located at:
Ford Motor Company
The American Road
Dearborn, Michigan 48121
313-322-3000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is November , 1998.
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information......................... 2
Ford Motor Company.......................................... 2
Use of Proceeds............................................. 3
Description of Capital Stock................................ 3
Selling Stockholders........................................ 6
Plan of Distribution........................................ 6
Legal Opinions.............................................. 7
Experts..................................................... 7
</TABLE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE SHARES OF COMMON STOCK ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE
THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings also are
available to you at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents that are considered part of this Prospectus.
Information that we file later with the SEC will automatically update and
supersede the previously filed information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering has been completed.
- Annual Report on Form 10-K for the year ended December 31, 1997 (the
"1997 10-K Report").
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998 (collectively, the "10-Q Reports").
- Current Reports on Form 8-K dated January 27, 1998, February 2, 1998,
March 2, 1998, March 13, 1998, April 7, 1998, April 8, 1998, April 16,
1998, June 23, 1998, September 11, 1998 and September 24, 1998.
You may request copies of these filings at no cost, by writing or
telephoning us at the following address or by accessing our web site at
http://www.ford.com/finaninvest/stockholder:
Ford Motor Company
The American Road
Dearborn, MI 48121
Attn: Shareholder Relations Department
800-555-5259 or 313-845-8540
FORD MOTOR COMPANY
We incorporated in Delaware in 1919 and acquired the business of a Michigan
company, also known as Ford Motor Company, incorporated in 1903 to produce
automobiles designed and engineered by Henry Ford. We are the world's largest
producer of trucks and the second-largest producer of cars and trucks combined.
Our two principal business segments are Automotive and Financial Services.
The activities of the Automotive segment consist of the design, manufacture and
sale of cars and trucks and automotive components and systems. Substantially all
of the cars and trucks we produce are sold through retail dealerships, most of
which are privately owned and financed.
The activities of our Financial Services segment are conducted primarily
through our subsidiaries: Ford Motor Credit Company and The Hertz Corporation.
Ford Credit and its subsidiaries lease and finance the purchase of cars and
trucks made by Ford and other companies. They also provide inventory and capital
financing to retail car and truck dealerships. Hertz and its subsidiaries rent
cars and trucks and industrial and construction equipment. Both Ford Credit and
Hertz also have insurance operations related to their businesses.
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USE OF PROCEEDS
The shares of Common Stock will be offered and sold by Selling
Stockholders. We will not receive any proceeds from these sales, but we will pay
the expenses for registering the sales.
DESCRIPTION OF CAPITAL STOCK
This section contains a description of our capital stock. This description
includes not only our Common Stock, but also our Class B Stock and Series B
Preferred Stock, which affect the Common Stock. This description summarizes some
of the provisions of our Restated Certificate of Incorporation, a copy of which
has been filed as an exhibit to the registration statement. If you want more
complete information, you should read the provisions of our Restated Certificate
of Incorporation that are important to you.
Our authorized capital stock consists of 3,000,000,000 shares of Common
Stock, 265,058,688 shares of Class B Stock and 30,000,000 shares of Preferred
Stock.
As of November 1, 1998, we had outstanding 1,139,106,891 shares of Common
Stock, 70,852,076 shares of Class B Stock and 3,548.2315 shares of Series B
Cumulative Preferred Stock with a liquidation preference equal to $50,000 per
share (the "Series B Preferred Stock").
COMMON STOCK, CLASS B STOCK AND PREFERRED STOCK
Rights to Dividends and on Liquidation. Each share of Common Stock and
Class B Stock is entitled to share equally in dividends (other than dividends
declared with respect to any outstanding Preferred Stock) when and as declared
by our Board of Directors, except as stated below under the subheading "Stock
Dividends." Upon liquidation, each share of Common Stock and Class B Stock is
entitled to share equally in our assets available for distribution to the
holders of those shares. Any outstanding Preferred Stock would rank senior to
the Common Stock and Class B Stock in respect of liquidation rights and could
rank senior to that stock in respect of dividend rights.
Voting--General. All voting power is vested exclusively in the holders of
Common Stock and the holders of Class B Stock, voting together without regard to
class but with votes determined as described below. However, we could in the
future create series of Preferred Stock with voting rights equal to or greater
than our Common Stock or Class B Stock ("Full Voting Preferred Stock").
Each holder of Common Stock is entitled to one vote per share, and each
holder of Class B Stock is entitled to a number of votes per share derived by a
formula contained in our Restated Certificate of Incorporation. As long as at
least 60,749,880 shares of Class B Stock remain outstanding, the formula will
result in holders of Class B Stock having 40% of the general voting power and
holders of Common Stock and any Full Voting Preferred Stock having 60% of the
general voting power.
If the number of outstanding shares of Class B Stock falls below
60,749,880, but remains at least 33,749,932, then the formula will result in the
general voting power of holders of Class B Stock declining to 30% and the
general voting power of holders of Common Stock and any Full Voting Preferred
Stock increasing to 70%.
If the number of outstanding shares of Class B Stock falls below
33,749,932, then each holder of Class B Stock will be entitled to only one vote
per share.
Based on the number of shares of Class B Stock and Common Stock outstanding
at November 1, 1998, each holder of Class B Stock is entitled to 10.718 votes
per share.
Of the outstanding Class B Stock as of November 1, 1998, 45,868,202 shares
were held in a voting trust. The trust requires the trustee to vote all the
shares in the trust as directed by holders of a plurality of the shares in the
trust.
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Right of Preferred Stock to Elect a Maximum of Two Directors in Event of
Default. It would be customary for any Preferred Stock that we may issue to
provide that if at any time we are delinquent in the payment of six or more
quarters' worth of dividends (whether or not consecutive), the holders of the
Preferred Stock, voting as a class, would be entitled to elect two directors
(who would be in addition to the directors elected by the stockholders
generally). These voting rights are required to be provided if the Preferred
Stock is listed on The New York Stock Exchange. They are provided for in our
Series B Preferred Stock.
Non-Cumulative Voting Rights. Our Common Stock and Class B Stock, as well
as any Full Voting Preferred Stock we may issue, do not have cumulative voting
rights. This means that the holders who have more than 50% of the votes for the
election of directors can elect 100% of the directors if they choose to do so.
Voting by Class. If we want to take any of the following actions, we must
obtain the vote of the holders of a majority of the outstanding shares of Class
B Stock, voting as a class:
- issue any additional shares of Class B Stock (with certain exceptions),
- reduce the number of outstanding shares of Class B Stock other than by
holders of Class B Stock converting Class B Stock into Common Stock or
selling it to us,
- change the capital stock provisions of our Restated Certificate of
Incorporation,
- merge or consolidate with or into another corporation,
- dispose of all or substantially all of our assets,
- transfer any assets to another corporation and in connection therewith
distribute stock or other securities of that corporation to our
stockholders,
- voluntarily liquidate or dissolve.
Voting Provisions of Delaware Law. In addition to the votes described
above, any special requirements of Delaware law must be met. The Delaware
General Corporation Law contains provisions on the votes required to amend
certificates of incorporation, merge or consolidate, sell, lease or exchange all
or substantially all assets, and voluntarily dissolve.
Ownership and Conversion of Class B Stock. In general, only members of the
Ford family or their descendants or trusts or corporations in which they have
specified interests can own or be registered as record holders of shares of
Class B Stock, or can enjoy for their own benefit the special rights and powers
of Class B Stock. A holder of shares of Class B Stock can convert those shares
into an equal number of shares of Common Stock for the purpose of selling or
disposing of those shares.
Shares of Class B Stock acquired by the Company or converted into Common
Stock cannot be reissued by the Company.
Preemptive and Other Subscription Rights. Holders of Common Stock do not
have any right to purchase additional shares of Common Stock if we sell shares
to others. If, however, we sell Class B Stock or obligations or shares
convertible into Class B Stock (subject to the limits on who can own Class B
Stock described above), then holders of Class B Stock will have a right to
purchase, on a ratable basis and at a price just as favorable, additional shares
of Class B Stock or those obligations or shares convertible into Class B Stock.
In addition, if shares of Common Stock (or shares or obligations
convertible into such stock) are offered to holders of Common Stock, then we
must offer to the holders of Class B Stock shares of Class B Stock (or shares or
obligations convertible into such stock), on a ratable basis, and at the same
price per share.
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Stock Dividends. If we declare and pay a dividend in our stock, we must pay
it in shares of Common Stock to holders of Common Stock and in shares of Class B
Stock to holders of Class B Stock.
Ultimate Rights of Holders of Class B Stock. If and when the number of
outstanding shares of Class B Stock falls below 33,749,932, the Class B Stock
will become freely transferable and will become substantially equivalent to
Common Stock. At that time, holders of Class B Stock will have one vote for each
share held, will have no special class vote, will be offered Common Stock if
Common Stock is offered to holders of Common Stock, will receive Common Stock if
a stock dividend is declared, and will have the right to convert such shares
into an equal number of shares of Common Stock irrespective of the purpose of
conversion.
Miscellaneous; Dilution. If we increase the number of outstanding shares of
Class B Stock (by, for example, doing a stock split or stock dividend), or if we
consolidate or combine all outstanding shares of Class B Stock so that the
number of outstanding shares is reduced, then the threshold numbers of
outstanding Class B Stock (that is, 60,749,880 and 33,749,932) that trigger
voting power changes will automatically adjust by a proportionate amount.
SERIES B PREFERRED STOCK
General. Our Series B Preferred Stock is not convertible into any other
securities. We are not obligated to redeem or retire the Series B Preferred
Stock.
Ranking. The Series B Preferred Stock ranks senior to the Common Stock and
Class B Stock with respect to dividends and upon liquidation.
Generally, this means that we cannot pay dividends on our Common and Class
B Stock unless we have paid the full amount of the dividends on the Series B
Preferred Stock that are due and owing at that time. Also, if we are dissolved
or liquidated, holders of the Series B Preferred Stock are required to be paid
the full amount of the liquidation preference ($50,000 per share) before any
assets can be distributed to holders of Common Stock or Class B Stock.
While Series B Preferred Stock is outstanding, we cannot create any class
of stock that ranks senior to the Series B Preferred Stock with respect to
dividends or upon liquidation without the consent of the holders of two-thirds
of the outstanding shares of Series B Preferred Stock.
Dividends. Holders of Series B Preferred Stock are entitled to receive,
when and as declared by our Board of Directors, cumulative cash dividends at the
rate per annum of 8.25% per share on the liquidation preference of the Series B
Preferred Stock. We pay dividends on the Series B Preferred Stock quarterly on
the first business day of March, June, September and December of each year.
Redemption. We cannot redeem the Series B Preferred Stock before December
1, 2002, but we can redeem it anytime on and after that date. If we decide to
redeem, we can redeem all of the outstanding shares at once, or we can redeem
some of the shares at different times. The redemption price is $50,000 per
share, plus an amount equal to accrued and unpaid dividends.
We cannot redeem less than all of the outstanding shares of Series B
Preferred Stock unless we have paid the full amount of the dividends on the
Series B Preferred Stock and any other Preferred Stock ranking equal to the
Series B Preferred Stock that are due and owing at that time.
We also cannot purchase through voluntary sales any shares of Series B
Preferred Stock or any equally ranking Preferred Stock unless (i) we have paid
the full amount of the dividends on the Series B Preferred Stock and any equally
ranking Preferred Stock that are due and owing at the time or (ii) the purchases
are pursuant to a purchase or exchange offer made on the same terms to all
holders of Series B Preferred Stock and any equally ranking Preferred Stock.
We cannot redeem any shares of Series B Preferred Stock unless we have sold
enough Common Stock during the two-year period prior to the redemption so that
the money we
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received from those sales at least equals the liquidation preference ($50,000
per share) of the Series B Preferred Stock we want to redeem.
Voting Rights. The only voting rights the holders of shares of Series B
Preferred Stock have are those described below:
If we are delinquent in the payment of six or more quarters' worth of
dividends (whether or not consecutive) on the Series B Preferred Stock, then the
number of directors of the Company will be increased by two and the holders of
shares of Series B Preferred Stock, voting together as a class with the holders
of any other series of Preferred Stock which have the same voting rights, will
have the right to elect the two additional directors to our Board of Directors
at our next annual meeting of stockholders and at each subsequent annual meeting
until all such dividends on the Series B Preferred Stock (and on any other
series of Preferred Stock having the same voting rights) have been paid in full.
If we want to change our Restated Certificate of Incorporation in a way
that would materially and adversely affect the holders of the Series B Preferred
Stock or if we want to create or increase the amount of any class of stock with
rights as to dividends and liquidation that are greater than the Series B
Preferred Stock, then we must get the approval of holders of at least 2/3 of the
outstanding shares of Series B Preferred Stock.
SELLING STOCKHOLDERS
Under an agreement with us, the Selling Stockholders listed below have
requested us to register the sale of shares of Common Stock they acquired from
us in private transactions. Other Selling Stockholders with similar registration
rights may in the future exercise such rights and, in that event, we will
provide information about them in a Prospectus Supplement.
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SHARES BENEFICIALLY OWNED SHARES TO BE OFFERED
SELLING STOCKHOLDER AT OCTOBER 26, 1998 BY THIS PROSPECTUS
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Francis H. Auffenberg, Sr. ...................... 45,483 45,483
Daniel P. Auffenberg............................. 87,140 87,140
Catherine L. Matula.............................. 13,002 13,002
Josephine A. Fox................................. 13,002 13,002
Carolyn A. Williams.............................. 13,002 13,002
Mary A. Huge..................................... 13,002 13,002
Margaret A. George............................... 13,002 13,002
Patricia A. Auffenberg........................... 13,002 13,002
William D. Auffenberg............................ 13,002 13,002
Amy M. Auffenberg................................ 13,002 13,002
Michael C. Auffenberg............................ 13,002 13,002
</TABLE>
Each of the Selling Stockholders listed above owns and, after any sales of
shares, will own less than 1% of the total number of shares of Common Stock
outstanding. None of them has had a material relationship with us during the
last three years.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell some or all of their shares of Common
Stock from time to time:
- through dealers, brokers or other agents;
- directly to one or more purchasers, including pledgees;
- in transactions (which may involve cross or block transactions) on the
exchanges on which the Common Stock is listed for trading;
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- in privately negotiated transactions (including sales pursuant to
pledges);
- in the over-the-counter market; or
- in a combination of such transactions.
These transactions may be done by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, or other agents participating in these transactions may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser).
The Selling Stockholders and any such brokers, dealers or other agents that
participate in such distribution may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 (the "Act"), and any discounts,
commissions or concessions received by them might be deemed to be underwriting
discounts and commissions under the Act. We cannot, nor can the Selling
Stockholders, presently estimate the amount of any such compensation. We do not
know of any existing arrangements between any Selling Stockholder and any other
Selling Stockholder, broker, dealer or other agent relating to the sale or
distribution of their shares of Common Stock.
We will pay the expenses for this offering by the Selling Stockholders
other than discounts, commissions and concessions of brokers, dealers or other
agents. The Selling Stockholders may indemnify any broker, dealer, or other
agent that participates in their sale transactions against certain liabilities,
including liabilities under the Act. We have agreed to indemnify the Selling
Stockholders and the Selling Stockholders have agreed to indemnify us against
certain liabilities, including liabilities under the Act.
LEGAL OPINIONS
John M. Rintamaki, Esq., who is our Assistant General Counsel and
Secretary, or another of our lawyers, will give us an opinion about the legality
of the Common Stock. Mr. Rintamaki owns, and such other lawyer likely would own,
Common Stock and options to purchase shares of Common Stock.
EXPERTS
The financial statements and schedules included in our 1997 10-K Report
have been audited by PricewaterhouseCoopers LLP ("PwC"), independent
accountants. These financial statements and schedules are incorporated by
reference in this Prospectus and in the registration statement in reliance upon
PwC's report given on their authority as experts in accounting and auditing.
None of our interim financial information included in our 10-Q Reports has
been audited by PwC. Accordingly, you should restrict your reliance on their
reports on such information. PwC's reports on the interim financial information
do not constitute "reports" or "parts" of the registration statement prepared or
certified by PwC within the meaning of Sections 7 and 11 of the Securities Act
of 1933.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
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Securities and Exchange Commission registration fee... $148,556.25
Printing.............................................. 50,000.00
Accountants' fees..................................... 10,000.00
Blue Sky fees and expenses............................ 10,000.00
Miscellaneous expenses................................ 10,000.00
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Total.......................................... $228,556.25
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of Ford contains a provision to limit the personal liability of
the directors of Ford for violations of their fiduciary duty. This provision
eliminates each director's liability to Ford or its stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to Ford or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.
Pursuant to most of Ford's employee benefit plans, including, without
limitation, its Deferred Compensation Plan, Annual Incentive Compensation Plan,
Savings and Stock Investment Plan, long-term incentive plans and stock option
plans, directors, officers and employees of Ford are indemnified against all
loss, cost, liability or expense resulting from any claim, action, suit or
proceeding in which such persons are involved by reason of any action taken or
failure to act under such plans.
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Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities issued or guaranteed
by Ford, the underwriters have agreed to indemnify Ford, each officer and
director of Ford and each person, if any, who controls Ford within the meaning
of the Securities Act of 1933, against certain liabilities, including
liabilities under said Act.
Ford is insured for liabilities it may incur pursuant to its Restated
Certificate of Incorporation relating to the indemnification of its directors,
officers and employees. In addition, directors, officers and certain key
employees are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford's Restated Certificate of Incorporation.
ITEM 16. EXHIBITS.
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EXHIBIT
NO. DESCRIPTION
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Exhibit 3.1 Restated Certificate of Incorporation of the Registrant
dated April 9, 1998 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, Commission file number 1-3950).
Exhibit 3.2 By-Laws of the Registrant as amended through November 12,
1998.
Exhibit 5 Opinion of John M. Rintamaki, Assistant General Counsel and
Secretary of Ford, as to the validity of the Common Stock
registered hereunder.
Exhibit 15 Letter of PricewaterhouseCoopers LLP regarding unaudited
interim financial information.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of John M. Rintamaki is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective
II-2
<PAGE> 12
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Motor Company, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dearborn, Michigan, on the 13th day of November, 1998.
FORD MOTOR COMPANY
By ALEX TROTMAN*
------------------------------------
(Alex Trotman)
Chairman of the Board of Directors
II-3
<PAGE> 13
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
ALEX TROTMAN* Director, Chairman of the Board
- --------------------------------------- of Directors, President and
(Alex Trotman) Chief Executive Officer
(Principal Executive Officer)
MICHAEL D. DINGMAN* Director and Chairman of the
- --------------------------------------- Compensation and Option Committee
(Michael D. Dingman)
EDSEL B. FORD II* Director and Vice President
- ---------------------------------------
(Edsel B. Ford II)
WILLIAM CLAY FORD* Director November 13, 1998
- ---------------------------------------
(William Clay Ford)
WILLIAM CLAY FORD, JR.* Director, Chairman of the Finance
- --------------------------------------- Committee and Chairman of the
(William Clay Ford, Jr.) Environmental and Public Policy
Committee
IRVINE O. HOCKADAY, JR.* Director and Chairman of the Audit
- --------------------------------------- Committee
(Irvine O. Hockaday, Jr.)
MARIE-JOSEE KRAVIS* Director
- ---------------------------------------
(Marie-Josee Kravis)
ELLEN R. MARRAM* Director
- ---------------------------------------
(Ellen R. Marram)
JACQUES NASSER* Director and Executive Vice President
- --------------------------------------- (President, Ford Automotive
(Jacques Nasser) Operations)
HOMER A. NEAL* Director
- ---------------------------------------
(Homer A. Neal)
</TABLE>
II-4
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
CARL E. REICHARDT* Director
- ---------------------------------------
(Carl E. Reichardt)
JOHN L. THORNTON* Director November 13, 1998
- ---------------------------------------
(John L. Thornton)
JOHN M. DEVINE* Executive Vice President and Chief
- --------------------------------------- Financial Officer (Principal Financial
(John M. Devine) Officer)
WILLIAM J. COSGROVE* Corporate Controller (Principal
- --------------------------------------- Accounting Officer)
(William J. Cosgrove)
* By
/s/ LOUIS J. GHILARDI
---------------------------------
(Louis J. Ghilardi,
Attorney-in-Fact)
</TABLE>
II-5
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <C>
Exhibit 3.1 Restated Certificate of Incorporation of the Registrant
dated April 9, 1998 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, Commission file number 1-3950).
Exhibit 3.2 By-Laws of the Registrant as amended through November 12,
1998.
Exhibit 5 Opinion of John M. Rintamaki, Assistant General Counsel and
Secretary of Ford, as to the validity of the Common Stock
registered hereunder.
Exhibit 15 Letter of PricewaterhouseCoopers LLP regarding unaudited
interim financial information.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of John M. Rintamaki is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 3.2
[FORD LOGO]
FORD MOTOR COMPANY
BY-LAWS
As Amended Through November 12, 1998
<PAGE> 2
BY-LAWS
OF
FORD MOTOR COMPANY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I - OFFICES........................................................1
ARTICLE II - STOCKHOLDERS...................................................1
Section 1. Annual Meeting................................................1
Section 2. Special Meetings..............................................1
Section 3. Notice of Meetings............................................2
Section 4. Quorum........................................................2
Section 5. Organization..................................................2
Section 6. Proxies and Voting............................................2
Section 7. Stock Lists...................................................2
Section 8. Ratification..................................................3
Section 9. Judges........................................................3
ARTICLE III - BOARD OF DIRECTORS.............................................3
Section 1. Number, Term of Office and Eligibility........................3
Section 2. Meetings......................................................3
Section 3. Notice of Meetings............................................4
Section 4. Quorum and Organization of Meetings...........................4
Section 5. Powers........................................................4
Section 6. Reliance upon Books, Reports and Records......................6
Section 7. Compensation of Directors.....................................6
ARTICLE IV - COMMITTEES.....................................................6
Section 1. Committees of the Board of Directors..........................6
Section 2. Audit Committee...............................................7
Section 3. Compensation and Option Committee.............................7
Section 4. Environmental and Public Policy Committee.....................7
Section 5. Finance Committee.............................................8
Section 6. Organization Review and Nominating Committee..................8
Section 7. Other Committees..............................................9
Section 8. Rules and Procedures..........................................9
Section 9. Application of Article........................................9
ARTICLE V - OFFICERS.......................................................9
Section 1. Officers......................................................9
Section 2. Office of the Chief Executive................................10
Section 3. Chairman of the Board of Directors...........................10
Section 4. Vice Chairmen of the Board of Directors......................10
Section 5. President....................................................10
Section 6. Chief Operating Officer......................................10
Section 7. Vice Chairmen of the Company, Executive Vice Presidents,
Group Vice Presidents and Vice Presidents....................11
Section 8. Treasurer and Assistant Treasurer............................11
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
Section 9. Secretary and Assistant Secretary............................11
Section 10. General Counsel..............................................12
Section 11. Controller...................................................12
Section 12. Salaries.....................................................12
ARTICLE VI - RESIGNATIONS, REMOVALS AND VACANCIES..........................12
Section 1. Resignations.................................................12
Section 2. Removals.....................................................13
Section 3. Vacancies....................................................13
ARTICLE VII - CAPITAL STOCK - DIVIDENDS - SEAL..............................13
Section 1. Certificates of Shares.......................................13
Section 2. Addresses of Stockholders....................................13
Section 3. Lost, Destroyed or Stolen Certificate........................14
Section 4. Fixing a Record Date.........................................14
Section 5. Regulations..................................................14
Section 6. Corporate Seal...............................................14
ARTICLE VIII - EXECUTION OF CONTRACTS AND OTHER DOCUMENTS....................15
Section 1. Contracts, etc...............................................15
Section 2. Checks, Drafts, etc..........................................15
ARTICLE IX - FISCAL YEAR...................................................15
ARTICLE X - MISCELLANEOUS.................................................15
Section 1. Original Stock Ledger........................................15
Section 2. Notices and Waivers Thereof..................................16
Section 3. Voting upon Stocks...........................................16
ARTICLE XI - AMENDMENTS....................................................17
</TABLE>
<PAGE> 4
CERTIFICATION
The undersigned officer of Ford Motor Company, a Delaware
corporation, does hereby certify that the following is a true and
correct copy of the By-Laws of the Company in effect on the date hereof.
Witness my hand and the seal of the Company this day of 19
---------------------
Secretary
<PAGE> 5
BY-LAWS
OF
FORD MOTOR COMPANY
ARTICLE I
OFFICES
The registered office of the Company shall be in the City of Wilmington,
County of New Castle, State of Delaware. The Company may also have an office in
the City of Dearborn, State of Michigan, and at such other places as the Board
of Directors may from time to time determine or as the business of the Company
may require. The books and records of the Company may be kept (except as
otherwise provided by law) at the office of the Company in the City of Dearborn,
State of Michigan, outside of the State of Delaware, or at such other places as
from time to time may be determined by the Board of Directors.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETING.
The annual meeting of the stockholders for the purpose of electing directors
and of transacting such other business as may come before it shall be held in
the City of Detroit, State of Michigan, unless otherwise determined by the Board
of Directors, on the second Thursday of May in each and every year, if not a
legal holiday, and if a legal holiday then on the next day not a legal holiday.
The Board of Directors shall, by resolution duly adopted, fix the place within
the City of Detroit, Michigan, or elsewhere if so determined, and the time for
the holding of each such meeting. At least twenty (20) days' notice shall be
given to each stockholder entitled to vote at such meeting of the place and time
so fixed.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the stockholders shall be held at the office of the
Company in the City of Dearborn, State of Michigan, unless otherwise determined
by resolution of the stockholders or of the Board of Directors, whenever called
in the manner required by law for purposes as to which there are special
statutory provisions, and for other purposes whenever called by the Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors or the
President, or by resolution of the Board of Directors, and whenever the holders
of thirty percent (30%) or more of the total number of outstanding shares of any
class of stock the holders of which are entitled to vote on every matter that is
to be voted on without regard to class at such meeting shall file with the
Secretary a written application for such meeting stating the time and purpose
thereof.
1
<PAGE> 6
SECTION 3. NOTICE OF MEETINGS.
Except as otherwise provided by law, at least twenty (20) days' notice of
stockholders' meetings stating the time and place and the objects thereof shall
be given by the Chairman of the Board of Directors, a Vice Chairman of the Board
of Directors, the President or the Secretary to each stockholder of record
having voting power in respect of the business to be transacted thereat. No
business other than that stated in the notice shall be transacted at any
meeting.
SECTION 4. QUORUM.
At any meeting of the stockholders the number of shares the holders of which
shall be present or represented by proxy in order to constitute a quorum for,
and the votes that shall be necessary for, the transaction of any business shall
be as expressly provided in Article FOURTH of the Certificate of Incorporation,
as amended. At any meeting of stockholders at which a quorum is not present, the
holders of shares entitled to cast a majority of all of the votes (computed, in
the case of each share of Class B Stock, as provided in subsection 1.3 of said
Article FOURTH) which could be cast at such meeting by the holders of
outstanding shares of stock of the Company who are present in person or by proxy
and who are entitled to vote on every matter that is to be voted on without
regard to class at such meeting may adjourn the meeting from time to time.
SECTION 5. ORGANIZATION.
The Chairman of the Board of Directors shall act as chairman of meetings of
the stockholders. The Board of Directors may designate any other officer or
director of the Company to act as chairman of any meeting in the absence of the
Chairman of the Board of Directors, and the Board of Directors may further
provide for determining who shall act as chairman of any stockholders meeting in
the absence of the Chairman of the Board of Directors and such designee.
The Secretary of the Company shall act as secretary of all meetings of the
stockholders, but in the absence of the Secretary the presiding officer may
appoint any other person to act as secretary of any meeting.
SECTION 6. PROXIES AND VOTING.
Every stockholder entitled to vote at any meeting may vote in person or by
proxy authorized by an instrument in writing or by a transmission permitted by
law filed in accordance with the procedures established for the meeting. No
proxy shall be voted after three years from its date unless such proxy provides
expressly for a longer period. Shares of the Company's stock belonging to the
Company shall not be voted upon directly or indirectly.
SECTION 7. STOCK LISTS.
A complete list of stockholders entitled to vote at any meeting of
stockholders shall be prepared, in alphabetical order by class, by the Secretary
and shall be open to the examination of any stockholder, at the place where the
meeting is to be held, for at least ten days before the meeting and during the
whole time of the meeting.
2
<PAGE> 7
SECTION 8. RATIFICATION.
Any transaction questioned in any stockholders' derivative suit, or any other
suit to enforce alleged rights of the Company or any of its stockholders, on the
ground of lack of authority, defective or irregular execution, adverse interest
of any director, officer or stockholder, nondisclosure, miscomputation or the
application of improper principles or practices of accounting may be approved,
ratified and confirmed before or after judgment by the Board of Directors or by
the holders of Common Stock and the holders of Class B Stock voting as provided
in subsection 1.6 of Article FOURTH of the Certificate of Incorporation, as
amended, and, if so approved, ratified or confirmed, shall have the same force
and effect as if the questioned transaction had been originally duly authorized,
and said approval, ratification or confirmation shall be binding upon the
Company and all of its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
SECTION 9. JUDGES.
All votes by ballot at any meeting of stockholders shall be conducted by two
judges appointed for the purpose either by the directors or by the meeting. The
judges shall decide upon the qualifications of voters, count the votes and
declare the result.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. NUMBER, TERM OF OFFICE AND ELIGIBILITY.
Except as provided by the laws of the State of Delaware or by the Certificate
of Incorporation, as amended, the business and the property of the Company shall
be managed by or under the direction of a Board of not less than ten and not
more than twenty directors, the exact number of which shall be fixed from time
to time by resolution of the Board. Each director shall be elected annually by
ballot by the holders of Common Stock and the holders of Class B Stock voting as
provided in subsection 1.6 of Article FOURTH of the Certificate of
Incorporation, as amended, at the annual meeting of stockholders, to serve until
his or her successor shall have been elected and shall have qualified, except as
provided in this Section. No person may be elected or re-elected a director of
the Company if at the time of his or her election or re-election he or she shall
have attained the age of seventy years, and the term of any director who shall
have attained such age while serving as a director shall terminate as of the
time of the first annual meeting of stockholders following his or her seventieth
birthday; provided, however, that the Board by resolution may waive such age
limitation in any year and from year to year with respect to any director or
directors.
SECTION 2. MEETINGS.
The directors may hold their meetings outside of the State of Delaware, at
the office of the Company in the City of Dearborn, State of Michigan, or at such
other place as from time to time they may determine.
3
<PAGE> 8
The annual meeting of the Board of Directors, for the election of officers
and the transaction of other business, shall be held at the World Headquarters
of the Company in Dearborn, Michigan, on the same day as, and as soon as
practicable following, the annual meeting of stockholders, or at such other time
or place as shall be determined by the Board at its regular meeting next
preceding said annual meeting of stockholders. No notice of said annual meeting
of the Board shall be required to be given to the directors.
Regular meetings of the Board of Directors may be held at such time and place
as shall from time to time be determined by the Board.
Special meetings of the Board of Directors shall be held whenever called by
direction of the Chairman of the Board of Directors, a Vice Chairman of the
Board of Directors or the President or by one-third of the directors then in
office.
SECTION 3. NOTICE OF MEETINGS.
The Secretary or an Assistant Secretary shall give notice of the time and
place of holding of meetings of the Board of Directors (excepting the annual
meeting of directors) by mailing such notice not later than during the second
day preceding the day on which such meeting is to be held, or by sending a
cablegram, facsimile transmission, mailgram, radiogram, telegram or other form
of recorded communication containing such notice or delivering such notice
personally or by telephone not later than during the first day preceding the day
on which such meeting is to be held to each director. Unless otherwise stated in
the notice thereof any and all business may be transacted at any meeting.
SECTION 4. QUORUM AND ORGANIZATION OF MEETINGS.
A third of the total number of members of the Board of Directors as
constituted from time to time, but in no event less than three, shall constitute
a quorum for the transaction of business; but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time, and the meeting may be held as
adjourned without further notice or waiver. Except as otherwise provided by law
or by the Certificate of Incorporation, as amended, or by these By-Laws, a
majority of the directors present at any duly constituted meeting may decide any
question brought before such meeting. Meetings shall be presided over by the
Chairman of the Board of Directors, or in his or her absence, by a Vice Chairman
of the Board of Directors or the President, as designated by the Board of
Directors, or in the absence of all of the aforesaid officers by such other
person as the Board of Directors may designate or the members present may
select.
SECTION 5. POWERS.
In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board of Directors shall have and may exercise all such
powers of the Company and do all such lawful acts and things that are not by
statute or by the Certificate of Incorporation, as amended, or by these By-Laws
directed or required to be exercised or done by the stockholders. Without
prejudice to or limitation of such general powers and any other powers conferred
by statute, or by the Certificate of Incorporation, as amended, or by these
By-Laws, the Board of Directors shall have the following powers:
4
<PAGE> 9
(1) To determine, subject to the requirements of law and of Section 5
of Article FOURTH of the Certificate of Incorporation, as amended, what,
if any, dividends shall be declared and paid to the stockholders out of
net profits, current or accumulated, or out of surplus or other assets
of the Company available for dividends.
(2) To fix, and from time to time to vary, the amount of working
capital of the Company, and to set aside from time to time out of net
profits, current or accumulated, or surplus of the Company such amount
or amounts as they in their discretion may deem necessary and proper as,
or as a safeguard to the maintenance of, working capital, as a reserve
for contingencies, as a reserve for repairs, maintenance, or
rehabilitation, or as a reserve for revaluation of profits of the
Company or for such other proper purpose as may in the opinion of the
directors be in the best interests of the Company; and in their sole
discretion to abolish or modify any such provision for working capital
or any such reserve, and to credit the amount thereof to net profits,
current or accumulated, or to the surplus of the Company.
(3) To purchase, or otherwise acquire for the Company, any business,
property, rights or privileges which the Company may at the time be
authorized to acquire, at such price or consideration and generally on
such terms and conditions as they think fit; and at their discretion to
pay therefor either wholly or partly in money, stock, bonds, debentures
or other securities of the Company.
(4) To create, make and issue mortgages, bonds, deeds of trust, trust
agreements or negotiable or transferable instruments or securities,
secured by mortgage or otherwise, and to do every other act and thing
necessary to effect the same.
(5) To appoint any person or corporation to accept and hold in trust
for the Company any property belonging to the Company, or in which it is
interested, or for any other purpose, and to execute such deeds and do
all things requisite in relation to any such trust.
(6) To delegate any of the powers of the Board in the course of the
business of the Company to any officer, employee or agent, and to
appoint any person the agent of the Company, with such powers (including
the power to subdelegate) and upon such terms as the Board may think
fit.
(7) To remove any officer of the Company with or without cause, and
from time to time to devolve the powers and duties of any officer upon
any other person for the time being.
(8) To confer upon any officer of the Company the power to appoint,
remove and suspend subordinate officers, agents and employees.
(9) To determine who shall be authorized on the Company's behalf,
either generally or specifically, to make and sign bills, notes,
acceptances, endorsements, checks, releases, receipts, contracts,
conveyances, and all other written instruments executed on behalf of the
Company.
5
<PAGE> 10
(10) To make and change regulations, not inconsistent with these
By-Laws, for the management of the Company's business and affairs.
(11) To adopt and, unless otherwise provided therein, to amend and
repeal, from time to time, a bonus or supplemental compensation plan for
employees (including employees who are officers or directors) of the
Company or any subsidiary. Power to construe, interpret, administer,
modify or suspend such plan shall be vested in the Board of Directors or
a committee thereof.
(12) To adopt a retirement plan, or plans, for the purpose of making
retirement payments to employees (including employees who are officers
or directors) of the Company or of any subsidiary thereof; and to adopt
a group insurance plan, or plans, for the purpose of enabling employees
(including employees who are officers or directors) of the Company or of
any subsidiary thereof to acquire insurance protection; any such
retirement plan or insurance plan, unless otherwise provided therein,
shall be subject to amendment or revocation by the Board of Directors.
SECTION 6. RELIANCE UPON BOOKS, REPORTS AND RECORDS.
Each director, each member of any committee designated by the Board of
Directors and each officer, in the performance of his or her duties, shall be
fully protected in relying in good faith upon the books of account or reports
made to the Company by any of its officials, or by an independent certified
public accountant, or by an appraiser selected with reasonable care by the Board
of Directors or by any such committee, or in relying in good faith upon other
records of the Company.
SECTION 7. COMPENSATION OF DIRECTORS.
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, services as members of committees of the
directors; provided, however, that nothing herein contained shall be construed
to preclude any director from serving the Company in any other capacity and
receiving compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.
There are hereby established as committees of the Board of Directors an Audit
Committee, a Compensation and Option Committee, an Environmental and Public
Policy Committee, a Finance Committee, and an Organization Review and Nominating
Committee, each of which shall have the powers and functions set forth in
Sections 2, 3, 4, 5, and 6 hereof, respectively, and such additional powers as
may be delegated to it by the Board of Directors. The Board of Directors may
from time to time establish additional standing committees or special committees
of the Board of Directors, each of which shall have such powers and functions as
may be delegated to it by the Board of Directors. The
6
<PAGE> 11
Board of Directors may abolish any committee established by or pursuant to this
Section 1 as it may deem advisable. Each such committee shall consist of one or
more directors, the exact number being determined from time to time by the Board
of Directors; provided, however, that membership on the Audit Committee and on
the Compensation and Option Committee shall be limited to directors who are not
officers or employees of the Company. Designations of the Chairman and members
of each such committee, and, if desired, a Vice Chairman and alternates for
members, shall be made by the Board of Directors. Each such committee shall have
a secretary who shall be designated by its chairman. A vice chairman of a
committee shall act as the chairman of the committee in the absence or
disability of the chairman.
SECTION 2. AUDIT COMMITTEE.
The Audit Committee shall select and engage, on behalf of the Company,
independent public accountants to (1) audit the books of account and other
corporate records of the Company and (2) perform such other duties as the
Committee may from time to time prescribe. The Committee shall transmit
financial statements certified by such independent public accountants to the
Board of Directors after the close of each fiscal year. The selection of
independent public accountants for each fiscal year shall be made in advance of
the annual meeting of stockholders in such fiscal year and shall be submitted
for ratification or rejection at such meeting. The Committee shall confer with
such accountants and review and approve the scope of the audit of the books of
account and other corporate records of the Company. The Committee shall have the
power to confer with and direct the officers of the Company to the extent
necessary to review the internal controls, accounting practices, financial
structure and financial reporting of the Company. From time to time the
Committee shall report to and advise the Board of Directors concerning the
results of its consultation and review and such other matters relating to the
internal controls, accounting practices, financial structure and financial
reporting of the Company as the Committee believes merit review by the Board of
Directors. The Committee also shall perform such other functions and exercise
such other powers as may be delegated to it from time to time by the Board of
Directors.
SECTION 3. COMPENSATION AND OPTION COMMITTEE.
The Compensation and Option Committee shall fix from time to time the
salaries of members of the Board of Directors who are officers or employees of
the Company and of any and all Vice Chairmen of the Company, Executive Vice
Presidents, Group Vice Presidents and Vice Presidents of the Company. It also
shall perform such functions as may be delegated to it under the provisions of
any bonus, supplemental compensation, special compensation or stock option plan
of the Company.
SECTION 4. ENVIRONMENTAL AND PUBLIC POLICY COMMITTEE.
The Environmental and Public Policy Committee shall review all aspects of the
Company's policies and practices that relate to environmental and public policy
considerations facing the Company worldwide. From time to time the Committee
shall report and make recommendations to the Board of Directors concerning the
results of its review and such other matters relating to the foregoing matters
as the Committee believes merit consideration by the Board of Directors. The
Committee also shall perform such other functions and exercise such other powers
as may be delegated to it from time to time by the Board of Directors.
7
<PAGE> 12
SECTION 5. FINANCE COMMITTEE.
The Finance Committee shall include the Chairman of the Board of Directors
together with such other directors as the Board of Directors shall designate.
The Committee during intervals between meetings of the Board of Directors
shall have, and may exercise in such manner as it shall deem to be in the best
interests of the Company, all the powers of the Board of Directors (except with
respect to matters within the powers of the Audit Committee, the Environmental
and Public Policy Committee, or the Compensation and Option Committee)
concerning the determination of financial policies of the Company and the
management of its financial affairs, not inconsistent, however, with law or with
such specific directions as to the conduct of affairs as shall have been given
by the Board of Directors. The Committee also shall perform such other functions
and exercise such other powers as may be delegated to it from time to time by
the Board of Directors. The Committee may redelegate from time to time and to
the full extent permitted by law, in writing, to any officer or employee of the
Company any of such powers.
During intervals between meetings of the Committee, the Chairman, and, if
any, the Vice Chairman, of the Committee shall have and may exercise such of the
powers of the Committee as from time to time shall be conferred upon them by
resolution of the Board of Directors or of the Finance Committee.
All actions by the Committee shall be reported to the Board of Directors and
shall be subject to revision by the Board of Directors, provided no acts or
rights of third parties shall be affected thereby.
SECTION 6. ORGANIZATION REVIEW AND NOMINATING COMMITTEE.
The Organization Review and Nominating Committee from time to time shall
consider and make recommendations to the Board of Directors, to the Chairman of
the Board of Directors and to the Chief Operating Officer with respect to the
management organization of the Company, the nominations or elections of
directors and officers of the Company and the appointments of such other
employees of the Company as shall be referred to the Committee.
The Committee from time to time shall consider the size and composition of
the Board of Directors and make recommendations to the Board of Directors with
respect to such matters. Prior to the annual meeting of stockholders each year,
and prior to any special meeting of stockholders at which a director is to be
elected, the Committee shall recommend to the Board of Directors persons
proposed to constitute the nominees whose election at such meeting will be
recommended by the Board of Directors.
The authority vested in the Committee by this section shall not derogate from
the power of individual members of the Board of Directors to recommend or place
in nomination persons other than those recommended by the Committee.
The Committee also shall perform such other functions and exercise such other
powers as may be delegated to it from time to time by the Board of Directors.
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<PAGE> 13
SECTION 7. OTHER COMMITTEES.
The Board of Directors, or any committee, officer or employee of the Company
may establish additional standing committees or special committees to serve in
an advisory capacity or in such other capacities as may be permitted by law, by
the Certificate of Incorporation and by the By-Laws. The members of any such
committee need not be members of the Board of Directors. Any committee
established pursuant to this Section 6 may be abolished by the person or body by
whom it was established as he, she or it may deem advisable. Each such committee
shall consist of two or more members, the exact number being determined from
time to time by such person or body. Designations of members of each such
committee and, if desired, alternates for members, shall be made by such person
or body, at whose will all such members and alternates shall serve. The chairman
of each such committee shall be designated by such person or body. Each such
committee shall have a secretary who shall be designated by the chairman.
SECTION 8. RULES AND PROCEDURES.
Each committee may fix its own rules and procedures and shall meet at such
times and places as may be provided by such rules, by resolution of the
committee, or by call of the chairman or vice chairman. Notice of meeting of
each committee, other than of regular meetings provided for by its rules or
resolutions, shall be given to committee members. The presence of one-third of
its members, but not less than two, shall constitute a quorum of any committee,
and all questions shall be decided by a majority vote of the members present at
the meeting. All action taken at each committee meeting shall be recorded in
minutes of the meeting.
SECTION 9. APPLICATION OF ARTICLE.
Whenever any provision of any other document relating to any committee of the
Company named therein shall be in conflict with any provision of this Article
IV, the provisions of this Article IV shall govern, except that if such other
document shall have been approved by the stockholders, voting as provided in the
Certificate of Incorporation, or by the Board of Directors, the provisions of
such other document shall govern.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS.
The Officers of the Company shall include a Chairman of the Board of
Directors and may include one or more Vice Chairmen of the Board of Directors
and a President, each of whom shall be chosen from among the directors, and one
or more Vice Chairmen of the Company, one or more Executive Vice Presidents, one
or more Group Vice Presidents, one or more Vice Presidents, a Treasurer, a
Controller and a Secretary, each of whom shall be elected by the Board of
Directors to hold office until his or her successor shall have been chosen and
shall have qualified. The Board of Directors may elect or appoint one or more
Assistant Treasurers, one or more Assistant Secretaries, and such other officers
as it may deem necessary, or desirable, each of whom shall have such authority,
shall perform such
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<PAGE> 14
duties and shall hold office for such term as may be prescribed by the Board of
Directors from time to time. Any person may hold at one time more than one
office.
SECTION 2. OFFICE OF THE CHIEF EXECUTIVE.
The Chairman of the Board of Directors and such other members as the Chief
Executive Officer shall designate shall constitute the Office of the Chief
Executive. Subject to the provisions of these By-Laws and to the direction of
the Board of Directors and the Chief Executive Officer, the members of this
Office shall share in the responsibilities for the general management and
control of the affairs and business of the Company.
SECTION 3. CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors shall be the Chief Executive Officer
of the Company. He or she shall be a member of the Office of the Chief Executive
and, a subject to the provisions of these By-Laws and to the direction of the
Board of Directors, shall have ultimate authority for decisions relating to the
general management and control of the affairs and business of the Company and
shall perform all other duties and exercise all other powers commonly incident
to the position of Chief Executive Officer or which are or from time to time may
be delegated to him or her by the Board of Directors, or which are or may at any
time be authorized or required by law. He or she shall preside at all meetings
of the Board of Directors. He or she may redelegate from time to time and to the
full extent permitted by law, in writing, to officers or employees of the
Company any or all of such duties and powers, and any such redelegation may be
either general or specific. Whenever he or she so shall delegate any of his or
her authority, he or she shall file a copy of the redelegation with the
Secretary of the Company.
SECTION 4. VICE CHAIRMEN OF THE BOARD OF DIRECTORS.
Subject to the provisions of these By-Laws and to the direction of the Board
of Directors and of the Chief Executive Officer, the Vice Chairmen of the Board
of Directors shall have such powers and shall perform such duties as from time
to time may be delegated to them by the Board of Directors or by the Chief
Executive Officer, or which are or may at any time be authorized or required by
law.
SECTION 5. PRESIDENT.
Subject to the provisions of these By-Laws and to the direction of the Board
of Directors and of the Chief Executive Officer, the President shall have such
powers and shall perform such duties as from time to time may be delegated to
him or her by the Board of Directors or by the Chief Executive Officer, or which
are or may at any time be authorized or required by law.
SECTION 6. CHIEF OPERATING OFFICER.
The Chief Operating Officer shall be selected by the Board of Directors from
among the Vice Chairmen of the Board of Directors and the President. Subject to
the provisions of these By-Laws and to the direction of the Board of Directors
and of the Chief Executive Officer, he or she shall have such powers and shall
perform such duties as from time to time may be delegated to him or her by the
Board of Directors or by the Chief Executive Officer, or which are or may at any
time be authorized or required by law. In the absence
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<PAGE> 15
or disability of the Chairman of the Board of Directors, or in the event of, and
during the period of, a vacancy in such office, the Chief Operating Officer also
shall be the Chief Executive Officer.
SECTION 7. VICE CHAIRMEN OF THE COMPANY, EXECUTIVE VICE PRESIDENTS, GROUP
VICE PRESIDENTS AND VICE PRESIDENTS.
Each of the Vice Chairmen of the Company, each of the Executive Vice
Presidents, each of the Group Vice Presidents and each of the other Vice
Presidents shall have such powers and shall perform such duties as may be
delegated to him or her by the Board of Directors, by the Chairman of the Board
of Directors or by the Chief Operating Officer.
In addition, the Board of Directors shall designate one of the Vice Chairmen
of the Company, Executive Vice Presidents, Group Vice Presidents, or Vice
Presidents as the Chief Financial Officer, who, among his or her other powers
and duties, shall provide and maintain, subject to the direction of the Board of
Directors and the Finance Committee, financial and accounting controls over the
business and affairs of the Company. Such office shall maintain, among others,
adequate records of the assets, liabilities and financial transactions of the
Company, and shall direct the preparation of financial statements, reports and
analyses. The Chief Financial Officer shall perform such other duties and
exercise such other powers as are incident to such functions, subject to the
control of the Board of Directors.
SECTION 8. TREASURER AND ASSISTANT TREASURER.
The Treasurer, subject to the direction of the Board of Directors, shall have
the care and custody of all funds and securities which may come into his or her
hands. When necessary or proper he or she shall endorse on behalf of the
Company, for collection, checks, notes and other obligations, and shall deposit
all funds of the Company in such banks or other depositaries as may be
designated by the Board of Directors or by such officers or employees as may be
authorized by the Board of Directors so to designate. He or she shall perform
all acts incident to the office of Treasurer, subject to the control of the
Board of Directors. He or she may be required to give a bond for the faithful
discharge of his or her duties, in such sum and upon such conditions as the
Board of Directors may require.
At the request of the Treasurer, any Assistant Treasurer, in the case of the
absence or inability to act of the Treasurer, temporarily may act in his or her
place. In the case of the death of the Treasurer, or in the case of his or her
absence or inability to act without having designated an Assistant Treasurer to
act temporarily in his or her place, the Assistant Treasurer so to perform the
duties of the Treasurer shall be designated by the Chairman of the Board of
Directors, the Chief Operating Officer, a Vice Chairman of the Company or an
Executive Vice President.
SECTION 9. SECRETARY AND ASSISTANT SECRETARY.
The Secretary shall keep the minutes of the meetings of the stockholders and
of the Board of Directors, and, when required, the minutes of meetings of the
committees, and shall be responsible for the custody of all such minutes.
Subject to the direction of the Board of Directors, the Secretary shall have
custody of the stock ledgers and documents of the Company. He or she shall have
custody of the corporate seal and shall affix and attest such seal to any
instrument whose execution under seal shall have been duly authorized.
11
<PAGE> 16
He or she shall give notice of meetings and, subject to the direction of the
Board of Directors, shall perform all other duties and enjoy all other powers
commonly incident to his or her office.
At the request of the Secretary, any Assistant Secretary, in the case of the
absence or inability to act of the Secretary, temporarily may act in his or her
place. In the case of the death of the Secretary, or in the case of his or her
absence or inability to act without having designated an Assistant Secretary to
act temporarily in his or her place, the Assistant Secretary or other person so
to perform the duties of the Secretary shall be designated by the Chairman of
the Board of Directors, the Chief Operating Officer, a Vice Chairman of the
Company or an Executive Vice President.
SECTION 10. GENERAL COUNSEL.
The Company may have a General Counsel who shall be appointed by the Board of
Directors and who shall have general supervision of all matters of a legal
nature concerning the Company.
SECTION 11. CONTROLLER.
The Controller shall have such powers and shall perform such duties as may be
delegated to him or her by the Board of Directors, the Chairman of the Board of
Directors, the Chief Operating Officer or the appropriate Vice Chairman of the
Company, Executive Vice President, Group Vice President or Vice President.
SECTION 12. SALARIES.
Salaries of officers, agents or employees shall be fixed from time to time by
the Board of Directors or by such committee or committees, or person or persons,
if any, to whom such power shall have been delegated by the Board of Directors.
An employment contract, whether with an officer, agent or employee, if expressly
approved or specifically authorized by the Board of Directors, may fix a term of
employment thereunder; and such contract, if so approved or authorized, shall be
valid and binding upon the Company in accordance with the terms thereof,
provided that this provision shall not limit or restrict in any way the right of
the Company at any time to remove from office, discharge or terminate the
employment of any such officer, agent or employee prior to the expiration of the
term of employment under any such contract, except that the Company shall not
thereby be relieved of any continuing liability for salary or other compensation
provided for in such contract.
ARTICLE VI
RESIGNATIONS, REMOVALS AND VACANCIES
SECTION 1. RESIGNATIONS.
Any director, officer or agent of the Company, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, to the Chairman of the Board of Directors, to a Vice Chairman of the
Board of Directors, to the President or to the Secretary of the Company. Any
such resignation shall take effect at the time specified
12
<PAGE> 17
therein, or if the time be not specified therein, then upon receipt thereof. The
acceptance of such resignation shall not be necessary to make it effective.
SECTION 2. REMOVALS.
At any meeting thereof called for the purpose, the holders of Common Stock
and the holders of Class B Stock voting as provided in subsection 1.6 of Article
FOURTH of the Certificate of Incorporation, as amended, may remove from office
or terminate the employment of any director, officer or agent with or without
cause; and the Board of Directors, by vote of not less than a majority of the
entire Board at any meeting thereof called for the purpose, may, at any time,
remove from office or terminate the employment of any officer, agent or member
of any committee.
SECTION 3. VACANCIES.
Subject to the last sentence of Section 1 of Article III, any vacancy in the
office of any director, officer or agent through death, resignation, removal,
disqualification, increase in the number of directors or other cause may be
filled by the Board of Directors (in the case of vacancies in the Board, by the
affirmative vote of a majority of the directors then in office, even though less
than a quorum remains) and the person so elected shall hold office until his or
her successor shall have been elected and shall have qualified.
ARTICLE VII
CAPITAL STOCK-DIVIDENDS-SEAL
SECTION 1. CERTIFICATES OF SHARES.
The certificates for shares of the capital stock of the Company shall be in
such form, not inconsistent with the Certificate of Incorporation, as amended,
as shall be approved by the Board of Directors. The certificates shall be signed
by the Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors, the President, a Vice Chairman of the Company, an Executive Vice
President, a Group Vice President or a Vice President, and also by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Any and
all signatures may be facsimiles.
All certificates shall bear the name of the person owning the shares
represented thereby, shall state the number of shares represented by such
certificate and the date of issue; and such information shall be entered in the
Company's original stock ledger.
SECTION 2. ADDRESSES OF STOCKHOLDERS.
It shall be the duty of every stockholder to notify the Company of his or her
post office address and of any change therein. The latest address furnished by
each stockholder shall be entered on the original stock ledger of the Company
and the latest address appearing on such original stock ledger shall be deemed
conclusively to be the post office address and the last-known post office
address of such stockholder. If any stockholder shall fail to notify the Company
of his or her post office address, it shall be sufficient to send corporate
notices to such stockholder at the address, if any, understood by the Secretary
to be his or her post
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<PAGE> 18
office address, or in the absence of such address, to such stockholder, at the
General Post Office in the City of Wilmington, State of Delaware.
SECTION 3. LOST, DESTROYED OR STOLEN CERTIFICATE.
Any person claiming a stock certificate in lieu of one lost, destroyed or
stolen, shall give the Company an affidavit as to his, her or its ownership of
the certificate and of the facts which go to prove that it has been lost,
destroyed or stolen. If required by the Board of Directors, he, she or it also
shall give the Company a bond, in such form as may be approved by the Board of
Directors, sufficient to indemnify the Company against any claim that may be
made against it on account of the alleged loss of the certificate or the
issuance of a new certificate.
SECTION 4. FIXING A RECORD DATE.
The Board of Directors may fix in advance a date not exceeding (i) sixty (60)
days preceding the date of any meeting of stockholders, or the date for payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of stock shall go into effect (other than
conversions or exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of the
Certificate of Incorporation, as amended), as a record date for the
determination of the stockholders entitled to notice of and to vote at any such
meeting and any adjournment thereof, or entitled to payment of any such dividend
or to any such allotment of rights or to exercise the rights in respect of any
such change, or conversion or exchange of stock (other than conversions or
exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of the Certificate of
Incorporation, as amended), or (ii), ten (10) days after adoption of the
resolution fixing such date, as a record date for the determination of the
stockholders entitled to consent in writing to corporate action; and in any such
case, such stockholders and only such stockholders, as shall be stockholders of
record on the date so fixed, shall be entitled, subject to the provisions of
Article FOURTH of the Certificate of Incorporation, as amended, to such notice
of and to vote at such meeting and any adjournment thereof or to receive payment
of such dividend or to receive such allotment of rights or to exercise such
rights or to give such consent, as the case may be, notwithstanding any transfer
of any stock on the books of the Company after such record date.
SECTION 5. REGULATIONS.
The Board of Directors shall have power and authority to make all such rules
and regulations not inconsistent with any of the provisions of Sections 2, 3, 4
or 5 of Article FOURTH of the Certificate of Incorporation, as amended, as it
may deem expedient, concerning the issue, transfer and registration of
certificates for shares of the stock of the Company.
SECTION 6. CORPORATE SEAL.
The corporate seal shall have inscribed thereon the name of the Company, the
year of its organization, and the words "Corporate Seal" and "Delaware." If and
when so authorized by the Board of Directors, a duplicate of the seal may be
kept and used by the Secretary or Treasurer or by any Assistant Secretary or
Assistant Treasurer.
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<PAGE> 19
ARTICLE VIII
EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
SECTION 1. CONTRACTS, ETC.
Except as otherwise prescribed in these By-Laws, such officers, employees or
agents of the Company as shall be specified by the Board of Directors shall
sign, in the name and on behalf of the Company, all deeds, bonds, contracts,
mortgages and other instruments or documents, the execution of which shall be
authorized by the Board of Directors; and such authority may be general or
confined to specific instances. Except as so authorized by the Board of
Directors, no officer, agent or employee of the Company shall have power or
authority to bind the Company by any contract or engagement or to pledge,
mortgage, sell or otherwise dispose of its credit or any of its property or to
render it pecuniarily liable for any purpose or in any amount.
SECTION 2. CHECKS, DRAFTS, ETC.
Except as otherwise provided in these By-Laws, all checks, drafts, notes,
bonds, bills of exchange or other orders, instruments or obligations for the
payment of money shall be signed by such officer or officers, employee or
employees, or agent or agents, as the Board of Directors shall by resolution
direct. The Board of Directors may, in its discretion, also provide by
resolution for the countersignature or registration of any or all such orders,
instruments or obligations for the payment of money.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company shall begin the first day of January in each
year.
ARTICLE X
MISCELLANEOUS
SECTION 1. ORIGINAL STOCK LEDGER.
As used in these By-Laws and in the Certificate of Incorporation, as amended,
the words "original stock ledger" shall mean the record maintained by the
Secretary of the Company of the name and address of each of the holders of
shares of any class of stock of the Company, and the number of shares and the
numbers of the certificates for such shares held by each of them, taking into
account transfers at the time made by and recorded on the transfer sheets of
each of the Transfer Agents of the Company although such transfers may not then
have been posted in the record maintained by the Secretary.
15
<PAGE> 20
SECTION 2. NOTICES AND WAIVERS THEREOF.
Whenever any notice whatever is required by these By-Laws or by the
Certificate of Incorporation, as amended, or by any of the laws of the State of
Delaware to be given to any stockholder, director or officer, such notice,
except as otherwise provided by the laws of the State of Delaware, may be given
personally or by telephone or be given by cablegram, facsimile transmission,
mailgram, radiogram, telegram or other form of recorded communication, addressed
to such stockholder at the address set forth as provided in Section 2 of Article
VII, or to such director or officer at his or her Company location, if any, or
at such address as appears on the books of the Company, or the notice may be
given in writing by depositing the same in a post office, or in a regularly
maintained letter box, in a postpaid, sealed wrapper addressed to such
stockholder at the address set forth in Section 2 of Article VII, or to such
director or officer at his or her Company location, if any, or such address as
appears on the books of the Company.
Any notice given by cablegram, mailgram, radiogram or telegram shall be
deemed to have been given when it shall have been delivered for transmission.
Any notice given by facsimile transmission or other form of recorded
communication shall be deemed to have been given when it shall have been
transmitted. Any notice given by mail shall be deemed to have been given when it
shall have been mailed.
A waiver of any such notice in writing, including by cablegram, facsimile
transmission, mailgram or telegram, signed or dispatched by the person entitled
to such notice or by his or her duly authorized attorney, whether before or
after the time stated therein, shall be deemed equivalent to the notice required
to be given, and the presence at any meeting of any person entitled to notice
thereof shall be deemed a waiver of such notice as to such person.
SECTION 3. VOTING UPON STOCKS.
The Board of Directors (whose authorization in this connection shall be
necessary in all cases) may from time to time appoint an attorney or attorneys
or agent or agents of the Company, or may at any time or from time to time
authorize the Chairman of the Board of Directors, any Vice Chairman of the Board
of Directors, the President, any Vice Chairman of the Company, any Executive
Vice President, any Group Vice President, any Vice President, the Treasurer or
the Secretary to appoint an attorney or attorneys or agent or agents of the
Company, in the name and on behalf of the Company, to cast the votes which the
Company may be entitled to cast as a stockholder or otherwise in any other
corporation or association, any of the stock or securities of which may be held
by the Company, at meetings of the holders of the stock or other securities of
such other corporation or association, or to consent in writing to any action by
any such other corporation or association, and the Board of Directors or any
aforesaid officer so authorized may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and the Board of
Directors or any aforesaid officer so authorized may from time to time authorize
the execution and delivery, on behalf of the Company and under its corporate
seal, or otherwise, of such written proxies, consents, waivers or other
instruments as may be deemed necessary or proper in the premises.
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<PAGE> 21
ARTICLE XI
AMENDMENTS
The Board of Directors shall have power to make, alter, amend or repeal the
By-Laws of the Company by vote of not less than a majority of the entire Board
at any meeting of the Board. The holders of Common Stock and the holders of
Class B Stock voting as provided in subsection 1.6 of Article FOURTH of the
Certificate of Incorporation, as amended, shall have power to make, alter, amend
or repeal the By-Laws at any regular or special meeting, if the substance of
such amendment be contained in the notice of such meeting of stockholders.
17
<PAGE> 1
EXHIBIT 5
[FORD LETTERHEAD]
November 13, 1998
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Ford Motor Company (the "Company") on
or about the date hereof with the United States Securities and Exchange
Commission (the "Commission") pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), with respect to the proposed sale by
certain of the Company's stockholders of up to 10,000,000 shares of the
Company's common stock (the "Shares").
As an Assistant General Counsel and the Secretary of the Company, I am
familiar with the Restated Certificate of Incorporation and the By-Laws and
with the affairs of the Company. 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 on 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. When the Shares have been duly executed, authenticated, completed,
issued and delivered against receipt of consideration therefor at least equal
to the par value of the Shares and determined to be adequate by the Company's
Board of Directors or a committee thereof, the Shares will thereupon be validly
issued, fully paid and nonassessable.
<PAGE> 2
-2-
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/ John M. Rintamaki
John M. Rintamaki
Assistant General Counsel
and Secretary
<PAGE> 1
EXHIBIT 15
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-3
We are aware that our reports accompanying the unaudited interim
financial information of Ford Motor Company and Subsidiaries for the periods
ended March 31, 1998 and 1997, June 30, 1998 and 1997 and September 30, 1998
and 1997 and included in the Ford Motor Company Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998,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
parts of the Registration Statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
November 12, 1998
<PAGE> 1
EXHIBIT 23.1
Ford Motor Company
The American Road
Dearborn, Michigan
Consent of PricewaterhouseCoopers LLP
Re: Ford Motor Company Registration Statement on Form S-3
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
November 12, 1998
<PAGE> 1
EXHIBIT 24
FORD MOTOR COMPANY
CERTIFICATE OF THE SECRETARY AND
AN ASSISTANT GENERAL COUNSEL
--------------------------------
The undersigned, John M. Rintamaki, Secretary and an Assistant General
Counsel of Ford Motor Company, a Delaware corporation (the "Company"), DOES
HEREBY CERTIFY THAT the resolutions attached as Exhibit A and Exhibit B hereto
are true and correct copies of resolutions excerpted from the minutes of
proceedings of the Board of Directors of the Company; such resolutions were duly
adopted by the Board of Directors of the Company at meetings held on March 12,
1998 and November 12, 1998; and such resolutions are in full force and effect on
the date hereof.
WITNESS my hand and the seal of the Company this 13th day of November,
1998.
/s/ John M. Rintamaki
------------------------
John M. Rintamaki
Secretary and an
Assistant General Counsel
[SEAL]
<PAGE> 2
EXHIBIT A
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting of
the Board of Directors of Ford Motor Company
on March 12, 1998
________________________________________
RESOLUTIONS RELATING TO ISSUANCE OF DEBT
SECURITIES AND LOAN AGREEMENTS
Public Offerings
RESOLVED, That the Company be and hereby is authorized to issue and sell,
in one or more public offerings, debt securities, to be denominated when issued
in U.S. dollars or any foreign currency or currencies, consisting of notes,
debentures, warrants, Company obligations under unfunded employee benefit
plans, guarantees or other securities, or any combination thereof ("Debt
Securities"), in an aggregate principal amount not to exceed U.S.
$3,000,000,000 or the equivalent thereof, with such maturity dates, in such
relative principal amounts, in such currencies, at such interest rates (either
on a fixed or floating basis) or original issue discounts, as applicable, and
upon such additional terms and conditions (including, without limitation,
provisions for subordination) as may be fixed by the Chairman of the Board of
Directors, President and Chief Executive Officer, the Executive Vice President
and Chief Financial Officer, or the Vice President and Treasurer, and that each
such officer be and hereby is authorized to determine the terms of the Debt
Securities, including, without limitation, the respective maturity dates, the
relative principal amounts, the respective currencies, the stated rates of
interest (either on a fixed or floating basis) to be borne by, or the original
issue discounts applicable to, the Debt Securities, any provisions for
subordination of the Debt Securities, any provisions for conversion of the Debt
Securities into other Debt Securities or into securities of one or more
affiliates of the Company, the terms and the price or prices for any prepayment
or redemption of the Debt Securities pursuant to a sinking fund or otherwise,
and the purchase prices to be paid by any underwriters or any firm,
institution, partnership or other person purchasing the Securities.
Private Offerings
RESOLVED, That the Company be and hereby is authorized to issue and sell,
in one or more private offerings, debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies, consisting of
notes, debentures, warrants, Company obligations under unfunded employee
benefit plans, guarantees or other securities, or any combination thereof
("Privately-placed Securities"), in an aggregate principal amount not to exceed
U.S. $3,000,000,000 or the equivalent thereof, in such relative principal
amounts, with such maturity date or dates, at such interest rate or rates, at
such redemption price or prices, at such purchase price or prices to be paid by
the purchasers thereof and upon such additional terms and conditions as may be
fixed by the Chairman of the Board of Directors, President and Chief Executive
Officer, the Executive Vice President and Chief Financial Officer, or the Vice
President and Treasurer; and each such officer be and hereby is authorized to
embody such determinations in the Privately-placed Securities, in one or more
Note Agreements, Purchase Agreements or Loan Agreements or in any other
agreement, instrument or document, as any such officer shall determine.
<PAGE> 3
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RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to execute and deliver
such Privately-placed Securities, Note Agreements, Loan Agreements, Purchase
Agreements or other agreements or instruments and documents as may be approved
pursuant to the next preceding resolution.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take any action
(including, without limitation, the payment of expenses) and to execute and
deliver any and all certificates, instruments and documents (under the
corporate seal of the Company or otherwise) as such officer or officers may
deem necessary, appropriate or desirable in order to carry out the purposes and
intents of each and all of the foregoing resolutions.
Euro-Currency, Euro-Dollar and Foreign Currency Offerings
RESOLVED, That the Company be and hereby is authorized to issue and sell,
in one or more public or private offerings in the Euro-Dollar market, or in
Europe, Japan or elsewhere outside the United States, through underwriters or
otherwise, debt securities payable in U.S. dollars or in any European or other
foreign currency, in an aggregate principal amount not to exceed U.S.
$3,000,000,000 or the equivalent thereof, consisting of notes, debentures,
warrants, guarantees or other securities, or any combination thereof ("Foreign
Securities"), in such principal amounts, at such rates of interest, with such
maturities and on such other terms and conditions as may be approved by the
Chairman of the Board of Directors, President and Chief Executive Officer, the
Executive Vice President and Chief Financial Officer, or the Vice President and
Treasurer, and, in connection therewith, each such officer, and also the
Secretary, any Assistant Secretary and any Assistant Treasurer, and each of
them, be and hereby is authorized, in the name and on behalf of the Company, to
execute (by manual or facsimile signature) and deliver one or more Notes,
Underwriting Agreements, Note Agreements, Purchase Agreements, Loan Agreements,
Fiscal Agency Agreements, Indentures, Prospectuses, Offering Circulars, Listing
Applications and any other agreements or instruments and documents as any such
officer shall determine.
<PAGE> 4
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RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take any action
(including, without limitation, the payment of expenses) and to execute (by
manual or facsimile signature) and deliver any and all certificates,
instruments and documents (under the corporate seal of the Company or
otherwise) as such officer or officers may deem necessary, appropriate or
desirable in order to carry out the purposes and intents of the next preceding
resolution.
Loan Agreements
RESOLVED, That the Company be and hereby is authorized to borrow from
banks, trust companies, affiliates of the Company or other persons, under and
pursuant to loan agreements or other borrowing arrangements ("Loan
Agreements"), an aggregate amount not to exceed at any one time outstanding the
sum of U.S. $3,000,000,000 or the equivalent thereof, in such principal
amounts, at such rates of interest, with such maturities and on such other
terms and conditions as may be approved by the Chairman of the Board of
Directors, President and Chief Executive Officer, the Executive Vice President
and Chief Financial Officer, or the Treasurer.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized, in the name and on behalf of
the Company, to execute and deliver Loan Agreements between the Company and
such banks, trust companies, affiliates or other persons, respectively,
providing for, among other things, loans to the Company on such terms as may be
approved pursuant to the next preceding resolution and containing such other
terms and provisions as the officer or officers executing such Loan Agreements
may deem necessary, appropriate or desirable, as conclusively evidenced by his,
her or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized in the name and on behalf of the
Company (a) to execute and deliver promissory notes of the Company ("Promissory
Notes") pursuant to the terms and conditions of the Loan Agreements evidencing
the indebtedness of the Company to such banks, trust companies, affiliates or
other persons and containing such other terms and provisions as the officer or
officers executing such Promissory Notes may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof and
(b) to take any other action (including, without limitation, the payment of
expenses) and to execute and deliver any and all other certificates,
instruments and documents (under the corporate seal of the Company or
otherwise) as such officer or officers may deem necessary, appropriate or
desirable in order to carry out the purposes and intents of the foregoing
resolutions.
<PAGE> 5
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Industrial Development Revenue Bonds
RESOLVED, That up to U.S. $3,000,000,000 in aggregate cost of equipment,
machinery, structures and related property and facilities installed or to be
installed at any assembly plant or any other facility of the Company be and
hereby is authorized to be financed by the Company through one or more
offerings of serial and/or term industrial development revenue bonds or other
types of debt securities ("Bonds"), to be issued by governmental authorities
authorized to issue Bonds in the relevant locations.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer,
and the Vice President and Treasurer, and each of them, be and hereby are
authorized to approve, with respect to each offering of Bonds, (i) the terms of
such Bonds, including, without limitation, the principal amount thereof; the
stated rate or rates of interest to be borne thereby; the maturity date or
dates thereof; the respective proportions thereof which shall be serial Bonds
and term Bonds; and the price or prices for redemption thereof pursuant to any
sinking fund or otherwise; (ii) the issuer or issuers and the form, terms and
provisions of one or more letters of credit relating to payment of such Bonds
or of any of the Company's obligations in connection therewith and the form,
terms and provisions of any reimbursement agreements pertaining to such letters
of credit; (iii) the Trustee or Trustees to serve under and the form, terms and
provisions of one or more indentures ("Indentures") covering such Bonds; (iv)
the paying agent or paying agents for such Bonds; and (v) the form, terms and
provisions of any purchase agreement or underwriting agreement ("Underwriting
Agreement") relating to such Bonds, including the purchase price or prices to
be paid by the purchasers or the underwriters ("Underwriters") thereunder and
the sale price or prices or the initial public offering price or prices of such
Bonds.
RESOLVED, That, in connection with each offering of Bonds, preparation of
one or more official statements ("Official Statements") containing information
with respect to such Bonds and the governmental issuer of such Bonds and
information with respect to, and financial statements of, the Company, be and
hereby is authorized and approved; that the appropriate officer or officers of
the Company, and each of them, be and hereby are authorized to prepare (and if
it shall appear necessary, appropriate or desirable to such officers, sign and
execute in their own behalf, or in the name and on behalf of the Company, or
both, as the case may be) any such Official Statement, containing such
information (including, without limitation, any amendments, attachments,
exhibits and other documents relating thereto or required by law, regulation or
practice in connection therewith), as the officer or officers executing the
related letter of representation may deem necessary, appropriate or desirable;
and that the appropriate officers of the Company, and each of them, be and
hereby are authorized to cause any such Official Statement to be delivered to
the Underwriters named in the related Underwriting Agreement for use in
connection with such offering.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice
<PAGE> 6
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President, any Vice President, the Secretary and any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company, to purchase, to arrange
for the purchase of, or to direct the Trustee under any Indenture to purchase,
Bonds in connection with any sinking fund under the provisions of any
Indenture.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary and any Assistant Secretary,
the Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to take any and all
action which such officers, or any of them, may deem necessary, appropriate or
desirable in order to obtain a permit for, register or qualify all or part of
each offering of Bonds for issuance and sale, or to request an exemption from
registration of such securities, or to register or obtain a license for the
Company as a dealer or broker under the securities laws of such states of the
United States of America as such officers, or any of them, may deem necessary,
appropriate or desirable, and in connection with such registrations, permits,
licenses, qualifications and exemptions to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other papers
and instruments as may be required under such laws, and to take any and all
further action which such officers, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registration in effect for
so long as such officers, or any of them, may deem to be in the best interests
of the Company.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized, in the name and on behalf of the Company, to take
any action (including, without limitation, the payment of expenses) and to
execute (by manual or facsimile signature) and deliver any and all letters,
agreements, documents or other writings (including a letter of representation,
an installment sales contract, a lease or a loan agreement and a promissory
note), that such officer or officers may deem necessary, appropriate or
desirable in order to facilitate any offering of Bonds and otherwise carry out
the purposes and intents of each and all of the foregoing resolutions.
Overall Limitation on Indebtedness
RESOLVED, That notwithstanding the provisions of the preceding resolutions
relating to Public Offerings; Private Offerings; Foreign Currency Offerings;
Loan Agreements; and Industrial Development Revenue Bonds; the aggregate
principal amount of Debt Securities, Privately-placed Securities, Foreign
Securities, Loan Agreements with or Promissory Notes issued to persons other
than affiliates of the Company and Bonds issued and sold pursuant to such
resolutions shall not exceed U.S. $3,000,000,000 or the equivalent thereof,
less such amount as shall have been allocated for foreign automotive operations
pursuant to the recital and resolution next following.
<PAGE> 7
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Delegation of Authority to Allocate Borrowing Limit between U.S. and Foreign
Automotive Operations
WHEREAS, it is recommended that authority be granted for the issuance of
an aggregate of up to U.S. $3,000,000,000 of long-term debt for U.S. automotive
operations and foreign automotive operations,
NOW, THEREFORE, BE IT
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer,
and the Vice President and Treasurer, and each of them, be and hereby are
authorized to take appropriate action from time to time to allocate such U.S.
$3,000,000,000 aggregate limit between U.S. automotive operations and foreign
automotive operations.
RESOLUTIONS RELATING TO LEASE TRANSACTIONS
Leasing and Sale-Leaseback Transactions
RESOLVED, That the Company be and hereby is authorized to enter into one
or more leasing and sale-leaseback transactions pursuant to which the Company
becomes the lessee (and, in the case of a sale-leaseback transaction, the
seller) of equipment, machinery, structures, buildings, land and related real
and personal property and facilities installed, constructed or to be installed
or constructed at any plant or other facility of the Company having an
aggregate value not in excess of U.S. $500,000,000; provided, however, that any
such leasing and sale-leaseback transactions solely between or among the
Company and any affiliate or affiliates of the Company shall not be included in
the calculation of such limit.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer,
and the Vice President and Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to approve the terms and
provisions of any such transaction, including, without limitation, the items to
be leased or sold and leased back, the rental and term of any lease and the
terms of any sale, and to select one or more trustees, placement agents,
advisors and other agents and functionaries in connection with any such
transaction.
RESOLVED, That the Company be and hereby is authorized to issue and sell
or cause to be issued and sold, in one or more public offerings, debt
securities consisting of notes, debentures or other securities, or any
combination thereof, or guarantees of such debt securities, in connection with
such leasing and sale-leaseback transactions in an aggregate principal amount
not to exceed the aggregate debt portion of such leasing and sale-leaseback
transactions (the "Lease Securities"), the terms of such Lease Securities
having been approved pursuant to the next preceding resolution.
<PAGE> 8
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RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company, in connection with any
such transaction, to execute and deliver one or more equipment leases,
participation agreements, tax indemnity agreements, deeds, bills of sale and
other agreements, instruments and documents as the officer or officers
executing the same may deem necessary, appropriate or desirable.
Overall Limitation on Lease Transactions
RESOLVED, That notwithstanding the provisions of the preceding resolutions
relating to Leasing and Sale-Leaseback Transactions, the aggregate value of
equipment, machinery, structures, buildings, land and related real and personal
property and facilities subjected to lease or sale-leaseback transactions
pursuant to such resolutions shall not exceed U.S. $500,000,000 less the
aggregate value of such equipment, machinery, structures, buildings, land and
related real and personal property and facilities that has been allocated for
lease or sale-leaseback transactions for foreign automotive operations pursuant
to the recital and resolution next following.
Delegation of Authority to Allocate Leasing Limit between U.S. and Foreign
Automotive Operations
WHEREAS, it is recommended that authority be granted for the sale and
leaseback and leasing of facilities, equipment and real and personal property
with a value of up to U.S. $500,000,000 in the aggregate for U.S. automotive
operations and foreign automotive operations,
NOW, THEREFORE, BE IT
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer,
and the Vice President and Treasurer, and each of them, be and hereby are
authorized to take appropriate action from time to time to allocate such U.S.
$500,000,000 aggregate limit between U.S. automotive operations and foreign
automotive operations.
RESOLUTIONS RELATING TO THE REGISTRATION OF SECURITIES,
THE LISTING OF SECURITIES ON STOCK EXCHANGES
AND RELATED MATTERS
RESOLVED, That the Company be and hereby is authorized to register with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), Debt Securities, Lease
Securities, guarantees to be executed and delivered on behalf of the Company
(the "Guarantees") in connection with the offering
<PAGE> 9
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or offerings from time to time of debt securities issued by any Company
subsidiary, consisting of notes, debentures, warrants or other securities, or
any combination thereof, and other securities which may be issued by the
Company, including, without limitation, subordinated debt securities, preferred
stock and related depositary shares, common stock, and warrants to purchase any
of the foregoing ("Other Securities") (such Debt Securities, Lease Securities,
Guarantees and Other Securities are collectively referred to as "Securities").
RESOLVED, That the preparation by the Company of one or more Registration
Statements on Form S-3 or such other form as may be appropriate covering the
Securities, including prospectuses, exhibits and other documents, to be filed
with the Commission for the purpose of registering the offer and sale of the
Securities, be and it hereby is in all respects approved; that the directors
and appropriate officers of the Company, and each of them, be and hereby are
authorized to sign and execute in their own behalf, or in the name and on
behalf of the Company, or both, as the case may be, any such Registration
Statement, with such changes, if any, therein, including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause any such Registration Statement, so executed, to be filed
with the Commission; and, prior to the effective date of any such Registration
Statement and if the Vice President - General Counsel or the Secretary deems it
advisable, the appropriate officers of the Company are directed to use their
best efforts to furnish each director and each officer signing such
Registration Statement with a copy of such Registration Statement, and if,
prior to the effective date of any such Registration Statement, material
changes therein or material additions thereto are proposed to be made, other
than changes and additions of a type authorized under these resolutions to be
approved by officers of the Company, and if the Vice President - General
Counsel or the Secretary deems it advisable, the appropriate officers of the
Company are directed to use their best efforts to furnish each director, and
each officer signing any such Registration Statement, with a copy of such
Registration Statement and each amendment thereto as filed with the Commission,
or a description of such changes or additions, or a combination thereof, in as
complete and final form as practicable and in sufficient time to permit each
director and each such officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company, and
each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form, with such changes,
if any, therein, as such directors and officers may deem necessary, appropriate
or desirable, as conclusively evidenced by their execution thereof, and that
the appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the
<PAGE> 10
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Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form in
which it most recently became effective, other than changes and additions of a
type authorized under these resolutions to be approved by officers of the
Company, and if the Vice President - General Counsel or the Secretary deems it
advisable, the appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing such
post-effective amendment, with a copy of such post-effective amendment or a
description of all material changes or additions therein, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
such post-effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or document in
connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute
a power of attorney appointing J. W. Martin, Jr., J. M. Rintamaki, L. J.
Ghilardi, K. S. Lamping, P. J. Sherry, Jr., N. A. Patino, and D. J. Cropsey,
and each of them, severally, his or her true and lawful attorney or attorneys
to sign in his or her name, place and stead in any such capacity any such
Registration Statement and any and all amendments (including post-effective
amendments) thereto and documents in connection therewith, and to file the same
with the Commission, each of said attorneys to have power to act with or
without the other, and to have full power and authority to do and perform, in
the name and on behalf of each of said officers and directors who shall have
executed such a power of attorney, every act whatsoever which such attorneys,
or any of them, may deem necessary, appropriate or desirable to be done in
connection therewith as fully and to all intents and purposes as such officers
or directors might or could do in person.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take any and all action
which such persons, or any of them, may deem necessary, appropriate or
desirable in order to obtain a permit, register or qualify the Securities for
issuance and sale or to request an exemption from registration of the
Securities or to register or obtain a license for the Company as a dealer or
broker under the securities laws of such of the states of the United States of
America as such persons, or any of them, may deem necessary, appropriate or
desirable, and in connection with such registrations, permits, licenses,
qualifications and exemptions to execute, acknowledge, verify, deliver, file
and publish all such applications, reports, resolutions, irrevocable consents
to service of process, powers of attorney and other papers and instruments as
may be required under such laws, and to take any and all further action which
such persons, or any of them, may deem necessary, appropriate or desirable in
order to maintain such registrations in effect for as long as such persons, or
any of them, may deem to be in the best interests of the Company.
<PAGE> 11
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RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to designate any licensed California broker-dealer as the Company's
attorney-in-fact for the purpose of executing and filing one or more
applications and amendments thereto on behalf of the Company, under applicable
provisions of the California Corporate Securities Law of 1968, for the
registration or qualification of part or all of the Securities (whether or not
subordinated) for offering and sale in the State of California.
RESOLVED, That any and all haec verba resolutions which may be required by
the Blue Sky or securities laws of any state in which the Company intends to
offer to sell the Securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized to certify that
such resolutions were duly adopted at this meeting; and that the Secretary of
the Company shall cause a copy of each resolution so certified to be attached
to the minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized on behalf of the Company to take such action as
such officers, or any of them, may deem necessary, appropriate or desirable to
make application for the listing on the New York Stock Exchange, Inc. or any
other Stock Exchange of the Securities and that the Chairman of the Board of
Directors, President and Chief Executive Officer, any Vice Chairman, any
Executive Vice President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are designated a representative of the Company
to appear before the Corporate Services Division or other appropriate body of
any such Exchange and take all such other steps as such persons, or any of
them, may deem necessary, appropriate or desirable to effect such listing.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to execute and file with the Commission and the New York Stock
Exchange, Inc., or any other Stock Exchange, in the name and on behalf of the
Company, one or more Registration Statements, on Form 8-A or such other form as
may be appropriate, including any and all exhibits and other documents relating
thereto, for the registration under the Securities Exchange Act of 1934, as
amended, of the Securities and any and all amendments to such Registration
Statements, in such forms as the person or persons executing the same may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That, in connection with each application of the Company to the
New York Stock Exchange, Inc., or any other Stock Exchange, for the listing on
such Exchange of the Securities, the Company enter into an agreement providing
for the indemnification by the Company of the New York Stock Exchange, Inc., or
any other Stock Exchange, its governors, officers, employees and its subsidiary
companies and innocent purchasers for
<PAGE> 12
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value of the Securities or any one or more of them, as the case may be, from
and against losses, liabilities, claims, damages or accidents in connection
with the use of facsimile signatures on the Securities; and that the Chairman
of the Board of Directors, President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company and under its corporate seal to execute and
deliver to the New York Stock Exchange, Inc., or any other Stock Exchange, the
aforesaid indemnification agreement in such form as the person or persons
executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more indentures and supplements thereto, each with a bank or trust company
as Trustee (the "Indentures"), providing for the issuance of the Securities and
that the Chairman of the Board of Directors, President and Chief Executive
Officer, any Vice Chairman, any Executive Vice President, any Group Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, (i) to select such
trustee or trustees and (ii) to execute, acknowledge and deliver the Indentures
and supplements thereto, under the seal of the Company, attested by the
Secretary or any Assistant Secretary, containing such terms and provisions as
the officer or officers executing such Indentures or supplements thereto may
deem necessary, appropriate or desirable, as conclusively evidenced by his, her
or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Treasurer, or any Assistant Treasurer,
and the Secretary or any Assistant Secretary, be and hereby are authorized, in
the name and on behalf of the Company and under its corporate seal (which may
be a facsimile of such seal), to execute (by manual or facsimile signature)
Securities (and, in addition, Securities to replace any of the Securities which
are lost, stolen, mutilated or destroyed and Securities required for exchange,
substitution or transfer, all as provided in the respective Indentures, or
supplements thereto), in fully registered form in substantially the forms of
Securities to be set forth in the respective Indentures, or supplements
thereto, with such changes therein and additions thereto as the officer or
officers executing the Securities may deem necessary, appropriate or desirable,
as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to appoint one or more paying agents, registrars, issuing agents,
transfer agents, warrant agents and other agents and functionaries, and to
execute and deliver, in the name and on behalf of the Company, any agreement,
instrument or document relating to any such appointment, for the purpose of,
among other things, issuing or countersigning, making transfers of, or
<PAGE> 13
- 12 -
registering the certificates representing the Securities; implementing or
acting in connection with any auction or remarketing procedures applicable to
the Securities; or implementing and giving effect to the provisions of the
Indentures and supplements thereto or the Securities in the forms in which they
shall be executed and delivered pursuant to the foregoing resolutions;
provided, however, that the Company may at any time elect to act in any such
capacity itself.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more underwriting agreements, including pricing agreements pursuant thereto,
or other letters, agreements, documents and other writings necessary,
appropriate or desirable in order to facilitate the issuance and sale of
securities, with any underwriter or underwriters designated by the proper
officers of the Company, or between the Company and any other persons,
including securities brokers and dealers, or any firm, institution or
partnership acting on behalf of themselves or itself and the several
underwriters (such underwriting and other agreements and documents being herein
collectively called the "Underwriting Agreements"), and that, when such
Underwriting Agreements or pricing agreements pursuant thereto, or any of them,
have been completed to set forth the prices at and terms and conditions upon
which the Securities are to be sold and the compensation to be received by the
underwriters (such matters first having been presented to and approved by the
Chairman of the Board of Directors, President and Chief Executive Officer, the
Executive Vice President and Chief Financial Officer, or the Treasurer), the
Chairman of the Board of Directors, President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements and pricing agreements pursuant thereto, with the
inclusion of such underwriters and containing such other terms and provisions
as the officer or officers executing the same may deem necessary, appropriate
or desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more Sales Agency Agreements, Purchase Agreements and other Agreements with
any placement agent or agents designated by the proper officers of the Company,
including securities brokers and dealers, and each of them, providing for the
sale of the Securities by such placement agent or agents, and each of them, on
a "best efforts" basis, and/or for the purchase from time to time by such
placement agent or agents, and each of them, of Securities, as principal, and
that when such Agreements have been completed to set forth the terms and
conditions on which the Securities are to be sold (such matters first having
been presented to and approved by the Chairman of the Board of Directors,
President and Chief Executive Officer, the Executive Vice President and Chief
Financial Officer, or the Treasurer), the Chairman of the Board of Directors,
President and Chief Executive Officer, any Vice Chairman, any Executive Vice
President, any Group Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized to execute and deliver, in the name and on
behalf of the Company, such Sales Agency Agreements, Purchase Agreements and
other Agreements with such placement agent or agents, and each of them,
containing such other terms and provisions as the officer or officers executing
the same may deem
<PAGE> 14
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necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more delayed delivery contracts ("Delayed Delivery Contracts") between the
Company and institutional or other investors providing for the sale of
Securities at any time, and that, when such Delayed Delivery Contracts have
been completed to set forth the respective prices, terms and conditions on
which the Securities are to be sold (such matters first having been presented
to and approved by the Chairman of the Board of Directors, President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer, or
the Treasurer), the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to execute and deliver in the name and on behalf of the Company one
or more Delayed Delivery Contracts, with such changes therein and additions
thereto as the officer or officers executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, subject to the right of the Board of Directors to rescind
or modify the dividends to be declared and payable on any dividend payment date
with respect to any shares of Securities which are equity securities ("Equity
Securities"), the dividend rate of which is determined pursuant to a formula or
procedure ("Variable Equity Securities"), there shall be deemed to be declared,
and be declared, with respect to each dividend period thereof (any such
declaration to be effective on the declaration date applicable to such dividend
period, without further action of the Board of Directors), a dividend on each
of the outstanding shares of Variable Equity Securities to which such dividend
period relates at the dividend rate per annum (as determined in accordance with
the Certificate of Designations) that may be payable with respect to such
shares, payable on the dividend payment date for such dividend period to the
holders of such shares of Variable Equity Securities as such holders appear on
the stock transfer books of the Company on the related record date, all
determined in accordance with the Certificate of Designations; provided that
any such declaration shall not be effective with respect to any dividend on any
such dividend payment date, unless the Executive Vice President and Chief
Financial Officer, Treasurer or any Assistant Treasurer of the Company shall
have prepared and delivered to the Secretary of the Company for filing in the
minutes of the Board of Directors, on or before the declaration date with
respect to such dividend period, a certificate in which such officer certifies
that, based upon the most recent financial statements of the Company, as of
such declaration date, the Company had either (i) net profits for the calendar
year in which such declaration date falls and/or the preceding calendar year or
(ii) surplus (as defined and computed under Sections 154 and 244 of the
Delaware General Corporation Law) in an amount sufficient to pay such dividend.
RESOLVED, That the Company be and hereby is authorized to enter into one
or more deposit agreements and one or more supplements thereto, each with a
bank or trust company as depositary ("Deposit Agreements"), providing for the
deposit of Equity Securities, the issuance of the depositary shares
("Depositary Shares") and other matters
<PAGE> 15
- 14 -
relating thereto, and that the Chairman of the Board of Directors; President
and Chief Executive Officer; any Vice Chairman; any Executive Vice President;
any Group Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized, in the name and on behalf of the Company, (i) to select
such depositary or depositaries and (ii) to execute, acknowledge and deliver
Deposit Agreements and supplements thereto, whether or not under the seal of
the Company, and whether or not attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Deposit Agreements or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, when shares of Equity Securities and, if such shares of
Equity Securities are represented by Depositary Shares, the Depositary Shares
shall be issued, sold and delivered in accordance with the terms of any Deposit
Agreement and any Underwriting Agreement or Purchase Agreement, such shares of
Equity Securities shall be, and are hereby declared to be, fully-paid and
non-assessable shares of Equity Securities of the Company and not liable to any
further calls or assessments thereon, and the holders thereof shall not be
liable for any further payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Equity Securities and
any Depositary Shares in accordance with the foregoing resolutions, an amount
equal to the par value of the Equity Securities so issued shall be credited to
the capital stock account of the Company.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized in the name and on behalf of the
Company to purchase, or arrange for the purchase of, Securities in connection
with any sinking fund under the provisions of any of the Indentures or
supplements thereto.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized and empowered, in the name and on behalf of the
Company, to take any action (including, without limitation, (i) the appointment
of Registrars, Issuing Agents, Paying Agents and other agents, (ii) the payment
of expenses and (iii) purchases and sales of securities to support the
Company's obligations under the Ford Motor Company Deferred Compensation Plan,
the Ford Motor Company Benefit Equalization Plan and similar unfunded employee
benefit plans or programs) and to execute (by manual or facsimile signature)
and deliver any and all agreements, certificates, instruments and other
documents (under the corporate seal of the Company or otherwise) that such
officer or officers may deem necessary, appropriate or desirable to carry out
the purposes and intents of each and all of the foregoing resolutions.
<PAGE> 16
EXHIBIT B
FORD MOTOR COMPANY
Excerpts from the minutes of a meeting of
the Board of Directors of Ford Motor Company
on November 12, 1998
AMENDMENT TO RESOLUTIONS RELATING TO
ISSUANCE OF DEBT SECURITIES AND LOAN AGREEMENTS
RESOLVED, That the resolutions set forth under the caption "RESOLUTIONS
RELATING TO ISSUANCE OF DEBT SECURITIES AND LOAN AGREEMENTS" adopted by the
Board of Directors on March 12, 1998 and attached to a communication to the
Board of Directors dated the same date, entitled "1998 Annual Treasurer's
Report," be and hereby are amended by deleting therefrom the figure
"U.S.$3,000,000,000" wherever it appears and replacing such figure with the
figure "U.S.$5,000,000,000."
RESOLUTIONS RELATING TO ISSUANCE OF COMMON STOCK
RESOLVED, That the proposals and transactions described in the
communication dated November 12, 1998, entitled "Financing Authorizations,"
presented to and discussed at this meeting of the Board of Directors duly called
and held on November 12, 1998, be and hereby are approved and ratified.
RESOLVED, That, in connection with the acquisition and investment
transactions described in said communication ("Transactions"), the Company be
and hereby is authorized to issue and sell from time to time, in one or more
public or private offerings within and/or outside the United States, up to
10,000,000 shares of its Common Stock, par value $1.00 per share ("Common
Stock"), in such amount and at such purchase price or for such consideration
having a value, determined by the committee referred to below, of not less than
the then current market value of the Common Stock to be issued therefor (based
on the last closing sale price at which Common Stock shall have been sold
regular way on the New York Stock Exchange); provided, however, that the market
value of Common Stock issued in any single Transaction shall not exceed
$50,000,000, and provided, further, however, that the purchase price or
consideration received for each share of Common Stock shall not be less than the
par value of a share of Common Stock.
RESOLVED, That the fourth sentence of Article IV, Section 1 of the
By-Laws of the Company be and hereby is amended to read as follows:
"Each such committee shall consist of one or more directors, the exact
number of which shall be determined by the Board of Directors; provided,
however, that membership on the Audit Committee and on the Compensation and
Option Committee shall be limited to directors who are not officers or employees
of the Company."
RESOLVED, That, pursuant to Article IV, Section 1 of the By-Laws of the
Company, the Chief Executive Officer of the Company be and hereby is authorized
as a committee of the Board of Directors consisting of one director to (A)
determine the adequacy of the value of any noncash consideration to be received
for shares of Common Stock issued pursuant to these resolutions, (B) approve the
issuance and sale of Common Stock in connection with any Transaction in
accordance with these resolutions and (C) approve any other terms or conditions
of, or any other matters relating to, any Transaction.
<PAGE> 17
2
RESOLVED, That the Company be and hereby is authorized to register with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), up to 10,000,000 shares of
Common Stock (referred to herein as the "Securities").
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be appropriate
covering the Securities, including prospectuses, exhibits and other documents,
to be filed with the Commission for the purpose of registering the offer and
sale of the Securities, be and it hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such Registration
Statement, with such changes, if any, therein, including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause any such Registration Statement, so executed, to be filed
with the Commission; and, prior to the effective date of any such Registration
Statement, and if the Vice President - General Counsel deems it advisable, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director and each officer signing such Registration Statement with
a copy of such Registration Statement, and if, prior to the effective date of
any such Registration Statement, material changes therein or material additions
thereto are proposed to be made, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the Company as
provided in these resolutions, and if the Vice President - General Counsel deems
it advisable, the appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing any such
Registration Statement, with a copy of such Registration Statement and each
amendment thereto as filed with the Commission, or a description of such changes
or additions, or a combination thereof, in as complete and final form as
practicable and in sufficient time to permit each director and each such officer
so desiring to object to any part of any such Registration Statement before it
becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute on their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by law
or regulation in connection therewith, all in such form, with such changes, if
any, therein, as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form in which
it most recently became effective, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the Company,
and if the Vice President - General Counsel deems it advisable, the appropriate
officers of the Company are directed to use their best efforts to furnish each
director, and each officer signing such post-effective amendment, with a copy of
such post-effective amendment or a description of all material changes or
additions therein, or a combination thereof, in as complete and final form as
practicable and in sufficient time to permit each director and each such officer
so desiring to object to any part of such post-effective amendment before it
becomes effective.
<PAGE> 18
3
RESOLVED, That each officer and director who may be required to sign
and execute any of the Registration Statements authorized by these resolutions
or any amendment thereto or document in connection therewith (whether on behalf
of the Company, or as an officer or director of the Company, or otherwise) be
and hereby is authorized to execute a power of attorney appointing J. W. Martin,
Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr. and N. A.
Patino, and each of them, severally, his or her true and lawful attorney or
attorneys to sign in his or her name, place and stead in any such capacity any
such Registration Statement and any and all amendments (including post-effective
amendments) thereto and documents in connection therewith, and to file the same
with the Commission, each of said attorneys to have power and authority to do
and perform, in the name and on behalf of each of said officers and directors
who shall have executed such a power of attorney, every act whatsoever which
such attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as such
officers or directors might or could do in person.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized in the name and on behalf of the Company to
take any and all action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to obtain a permit, register or qualify the
Securities for issuance and sale or to request an exemption from registration of
the Securities or to register or obtain a license for the Company as a dealer or
broker under the securities laws of such of the states of the United States of
America as such persons, or any of them, may deem necessary, appropriate or
desirable, and in connection with such registrations, permits, licenses,
qualifications and exemptions to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, resolutions, irrevocable consents to
such service of process, powers of attorney and other papers and instruments as
may be required under such laws, and to take any and all further action which
such persons, or any of them, may deem necessary, appropriate or desirable in
order to maintain such registrations in effect for as long as such persons, or
any of them, may deem to be in the best interests of the Company.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized to designate any licensed California
broker-dealer as the Company's attorney-in-fact for the purpose of executing and
filing one or more applications and amendments thereto on behalf of the Company,
under applicable provisions of the California Corporate Securities Law of 1968,
for the registration or qualification of part or all of the Securities for
offering and sale in the State of California.
RESOLVED, That any and all haec verba resolutions which may be required
by the Blue Sky or securities laws of any state in which the Company intends to
offer to sell the Securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized to certify that such
resolutions were duly adopted at this meeting; and that the Secretary of the
Company shall cause a copy of each resolution so certified to be attached to the
minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized, in the name and on behalf of the Company, to
take such action as such officers, or any of them, may deem necessary,
appropriate or desirable to make application for the listing of the Securities
on the New York and Pacific Coast Stock Exchanges in the United States, London
Stock Exchange in Europe and any other stock exchange, and that the appropriate
officers of the Company, and each of them, be and hereby are designated a
representative of the Company to appear before the Corporate Services Division
or other appropriate body of any such exchange and take all such other steps as
such persons, or any of them, may deem necessary, appropriate or desirable to
effect such listing.
<PAGE> 19
4
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other stock exchange, for the listing
on such exchange of the Securities, the Company enter into an agreement
providing for the indemnification by the Company of such Exchange, its
governors, officers, employees and its subsidiary companies and innocent
purchasers for value of the Securities or any one or more of them, as the case
may be, from and against losses, liabilities, claims, damages or accidents in
connection with the use of facsimile signatures on certificates representing the
Securities; and that the appropriate officers of the Company, and each of them,
be and hereby are authorized in the name and on behalf of the Company and under
its corporate seal to execute and deliver to such exchange, the aforesaid
indemnification agreement in such form as the person or persons executing the
same may deem necessary, appropriate or desirable, as conclusively evidenced by
his, her or their execution thereof.
RESOLVED, That the appropriate officers of the Company, be and hereby
are authorized, in the name and on behalf of the Company and under its corporate
seal (which may be a facsimile of such seal), to execute (by manual or facsimile
signature) certificates representing the Securities (and, in addition,
certificates representing the Securities to replace any such certificates which
are lost, stolen, mutilated or destroyed and such certificates required for
exchange, substitution or transfer), all as provided in the Restated Certificate
of Incorporation and By-Laws of the Company.
RESOLVED, That, when the Securities shall be issued, sold and
delivered, the Securities shall be, and are hereby declared to be, fully-paid
and non-assessable shares of Common Stock of the Company and are not liable to
any further calls or assessments thereon, and the holders thereof shall not be
liable for any further payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Securities in
accordance with the foregoing resolutions, an amount equal to the par value of
the Securities so issued shall be credited to the capital stock account of the
Company.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the appointment
of agents and the payment of expenses), and to execute (by manual or facsimile
signature) and deliver any and all letters, documents or other writings, that
such officer or officers may deem necessary, appropriate or desirable in order
to enable the Company fully to carry out the purposes and intents of the
communication to which these resolutions are attached and each and all of the
foregoing resolutions.
RESOLVED, That the resolutions adopted by the Board of Directors on
January 8, 1998 attached to a communication to the Board of Directors dated the
same date, entitled "Ford Retail and Service 2000", are hereby superseded by the
foregoing resolutions.
<PAGE> 20
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of J. W. Martin, Jr., J. M. Rintamaki, L.
J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr. and N. A. Patino his or her true
and lawful attorney and agent to do any and all acts and things and execute any
and all instruments which the attorney and agent may deem necessary or advisable
in order to enable the Company to register the above-captioned securities for
issuance and sale under, and otherwise to comply with, the Securities Act of
1933 and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, including but not limited to, power and
authority to sign his or her name (whether on behalf of the Company, or
otherwise) to one or more Registration Statements and any amendments thereto, or
any of the exhibits, financial statements and schedules, or the prospectuses,
filed therewith, and to file them with the Commission, all as authorized at
meetings of the Board of Directors of the Company held on March 12, 1998 and
November 12, 1998. Each of the undersigned ratifies and confirms all that any of
the attorneys and agents shall do or cause to be done by virtue hereof. Any one
of the attorneys and agents shall have, and may exercise, all the powers
conferred by this instrument.
Each of the undersigned has signed his or her name as of the 12th day
of November, 1998.
/s/Alex Trotman /s/Michael D. Dingman
--------------------------- -----------------------------
Alex Trotman Michael D. Dingman
/s/Edsel B. Ford II /s/William Clay Ford
--------------------------- -----------------------------
Edsel B. Ford II William Clay Ford
/s/William Clay Ford, Jr. /s/Irvine O. Hockaday, Jr.
--------------------------- -----------------------------
William Clay Ford, Jr. Irvine O. Hockaday, Jr.
/s/Marie-Josee Kravis /s/Ellen R. Marram
--------------------------- -----------------------------
Marie-Josee Kravis Ellen R. Marram
/s/Jacques Nasser /s/Homer A. Neal
--------------------------- -----------------------------
Jacques Nasser Homer A. Neal
/s/Carl E. Reichardt /s/John L. Thornton
--------------------------- -----------------------------
Carl E. Reichardt John L. Thornton
/s/John M. Devine /s/William J. Cosgrove
--------------------------- -----------------------------
John M. Devine William J. Cosgrove
