<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FORD MOTOR COMPANY
(Name of the Issuer and Person Filing Statement)
------------------
DEPOSITARY SHARES, EACH REPRESENTING
1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
(Title of Class of Securities)
345370 40 7
(CUSIP Number of Class of Securities)
J. M. RINTAMAKI
SECRETARY
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
------------------
Please Address a Copy of All Communications to:
ARBIE R. THALACKER
SHEARMAN & STERLING
599 LEXINGTON AVE.
NEW YORK, NEW YORK 10022
------------------
JANUARY 22, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
------------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION: $638,250,938.20* AMOUNT OF FILING FEE: $127,650.19**
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration Nos.: N/A
Filing Party: N/A
Date Filed: N/A
- -------------------------
* Assumes purchase of 20,326,463 shares at $31.40 per share.
** Calculated based on the transaction value multiplied by one-fiftieth of one
percent.
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Ford Motor Company, a Delaware
corporation (the "Company"). The address of its principal executive office
is The American Road, Dearborn, Michigan 48121.
(b) The exact title of the class of securities being sought is
Depositary Shares, each representing 1/2,000 of a share of Series B
Cumulative Preferred Stock of the Company. Reference is made to the front
cover page, "Summary", "Introduction", Section 4. "Expiration Date;
Extension of the Offer", Section 8. "Certain Conditions of the Offer" and
Section 12. "Transactions and Arrangements Concerning the Depositary
Shares" of the Offer to Purchase, a copy of which is attached hereto as
Exhibit 99.A (the "Offer to Purchase"), which are incorporated herein by
reference.
(c) Reference is made to "Introduction" and Section 9. "Price Range of
the Depositary Shares; Dividends" in the Offer to Purchase, which are
incorporated herein by reference.
(d) This statement is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) Reference is made to Section 11. "Source and Amount of
Funds" in the Offer to Purchase, which is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) Reference is made to Section 1. "Purpose of the Offer; Certain
Effects of the Offer; Plans of the Company After the Offer" in the Offer to
Purchase, which is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Reference is made to Section 12. "Transactions and Arrangements Concerning
the Depositary Shares" in the Offer to Purchase, which is incorporated herein by
reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
Reference is made to Section 12. "Transactions and Arrangements Concerning
the Depositary Shares" in the Offer to Purchase, which is incorporated herein by
reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is made to Section 14. "Fees and Expenses" in the Offer to
Purchase, which is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is made to Section 10. "Certain Information Concerning
the Company" in the Offer to Purchase, which is incorporated herein by
reference.
(b) Inapplicable.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) Reference is made to Section 3. "Certain Legal Matters; Regulatory
and Foreign Approvals; No Appraisal Rights" in the Offer to Purchase, which
is incorporated herein by reference.
(c) Reference is made to Section 1. "Purpose of the Offer; Certain
Effects of the Offer; Plans of the Company After the Offer" in the Offer to
Purchase, which is incorporated herein by reference.
(d) None.
2
<PAGE> 3
(e) Reference is made to the Offer to Purchase and the related Letter
of Transmittal, copies of which are attached hereto as Exhibits 99.A and
99.D, respectively, which are incorporated in their entirety herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Offer to Purchase dated January 22, 1998 (Exhibit 99.A); Press
Release issued by the Company on January 22, 1998 (Exhibit 99.B); Form of
Newspaper Announcement (Exhibit 99.C); Form of Letter of Transmittal
(Exhibit 99.D); Form of Letter to Clients (Exhibit 99.E); Form of Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(Exhibit 99.F); Form of Notice of Guaranteed Delivery (Exhibit 99.G); Form
of Letter to Shareholders (Exhibit 99.H); Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (Exhibit 99.I); and
Summary Instructions for Participation in Tender Offer (Exhibit 99.J).
(b) None.
(c) None.
(d) None.
(e) Inapplicable.
(f) Form of Dealer Manager Internal Marketing Memorandum (Exhibit
99.K).
3
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 22, 1998
FORD MOTOR COMPANY
By: /s/ J. M. RINTAMAKI
-------------------------------------
Name: J. M. Rintamaki
Title: Secretary
4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED COPY
- ------- ----------- -------------
<S> <C> <C>
99.A Offer to Purchase dated January 22, 1998....................
99.B Press Release issued by the Company on January 22, 1998.....
99.C Form of Newspaper Announcement..............................
99.D Form of Letter of Transmittal...............................
99.E Form of Letter to Clients...................................
99.F Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees................................
99.G Form of Notice of Guaranteed Delivery.......................
99.H Form of Letter to Shareholders..............................
99.I Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9...............................
99.J Summary Instructions for Participation in Tender Offer......
99.K Form of Dealer Manager Internal Marketing Memorandum........
</TABLE>
<PAGE> 1
OFFER TO PURCHASE
[FORD LOGO]
FORD MOTOR COMPANY
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING
1/2,000 OF A SHARE OF ITS SERIES B CUMULATIVE PREFERRED STOCK,
AT
$31.40 PER DEPOSITARY SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED.
Ford Motor Company, a Delaware corporation (the "Company"), is offering to
purchase any and all outstanding Depositary Shares (the "Depositary Shares"),
each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock,
par value $1.00 per share (the "Series B Preferred Stock"), liquidation
preference equal to $25 per Depositary Share, at $31.40 per Depositary Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal (which
together constitute the "Offer").
----------------------
The offer is not conditioned upon any minimum number of Depositary Shares
being tendered. The Offer is, however, subject to certain other conditions. See
Section 8. "Certain Conditions of the Offer."
----------------------
The Depositary Shares are listed and traded on the New York Stock Exchange
(the "NYSE"). On January 21, 1998, the last trading day before the Company
announced the Offer, the closing sales price of the Depositary Shares as
reported on the NYSE Composite Tape was $29.6875 per Depositary Share.
Shareholders are urged to obtain a current market quotation for the Depositary
Shares.
----------------------
The Company will pay to a Soliciting Dealer (as defined herein) a
solicitation fee of $0.375 per Depositary Share for any Depositary Shares
tendered, accepted for payment and paid for pursuant to the Offer (except that
for transactions equal to or exceeding 2,500 Depositary Shares, the Company will
pay a solicitation fee of $0.250 per Depositary Share, of which eighty percent
(80%) shall be paid to the Dealer Manager and twenty percent (20%) to the
Soliciting Dealer (which may be the Dealer Manager)). See Section 14. "Fees and
Expenses."
----------------------
The regular quarterly cash dividend of $0.515625 per Depositary Share for
the first quarter of 1998, payable on March 2, 1998 to holders of record at the
close of business on January 30, 1998, will be paid on Depositary Shares
tendered and purchased by the Company, but no dividends will be paid in respect
of such shares for any dividend period commencing on or after March 1, 1998. See
Section 9. "Price Range of the Depositary Shares; Dividends."
----------------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
----------------------
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
----------------------
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
The date of this Offer to Purchase is January 22, 1998.
<PAGE> 2
IMPORTANT
Any shareholder desiring to tender all or any portion of such shareholder's
Depositary Shares should either (1) complete the Letter of Transmittal or a
facsimile copy thereof, in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to First
Chicago Trust Company of New York (the "Depositary"), and either mail or deliver
the depositary receipts for such Depositary Shares to the Depositary along with
the Letter of Transmittal or follow the procedure for book-entry transfer set
forth in Section 5, or (2) request such shareholder's broker, dealer, commercial
bank, trust company or nominee to effect the transaction for such shareholder.
Shareholders having Depositary Shares registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such person
if they desire to tender their Depositary Shares. Shareholders who wish to
tender Depositary Shares and whose depositary receipts for such Depositary
Shares are not immediately available should tender such Depositary Shares by
following the procedures for guaranteed delivery set forth in Section 5.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to Georgeson & Company Inc. (the "Information Agent")
and Merrill Lynch & Co. (the "Dealer Manager") at the addresses and telephone
numbers set forth on the back cover of this Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
DEPOSITARY SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER
OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY.................................................................... ii
INTRODUCTION............................................................... 1
SPECIAL FACTORS............................................................ 1
Section 1. Purpose of the Offer; Certain Effects of the Offer; Plans of
the Company After the Offer............................... 1
Section 2. Certain Federal Income Tax Consequences..................... 3
Section 3. Certain Legal Matters; Regulatory and Foreign Approvals; No
Appraisal Rights.......................................... 4
THE OFFER.................................................................. 4
Section 4. Expiration Date; Extension of the Offer..................... 4
Section 5. Procedure For Tendering Depositary Shares................... 5
Proper Tender of Depositary Shares.......................... 5
Signature Guarantees and Method of Delivery................. 5
Federal Backup Withholding.................................. 5
Book-Entry Delivery......................................... 6
Guaranteed Delivery......................................... 6
Determinations of Validity; Rejection of Depositary Shares;
Waiver of Defects; No Obligation to Give Notice of
Defects................................................... 6
Section 6. Withdrawal Rights........................................... 6
Section 7. Acceptance for Payment of Depositary Shares and Payment of
Purchase Price............................................ 7
Section 8. Certain Conditions of the Offer............................. 8
Section 9. Price Range of the Depositary Shares; Dividends............. 9
Section 10. Certain Information Concerning the Company.................. 10
Section 11. Source and Amount of Funds.................................. 12
Section 12. Transactions and Arrangements Concerning the Depositary
Shares.................................................... 12
Section 13. Extension of the Tender Period; Termination; Amendments..... 13
Section 14. Fees and Expenses........................................... 13
Section 15. Miscellaneous............................................... 15
</TABLE>
i
<PAGE> 4
SUMMARY
This general summary is provided solely for the convenience of holders of
Depositary Shares and is qualified in its entirety by reference to the full text
and more specific details contained in this Offer to Purchase and the related
Letter of Transmittal and any amendments hereto and thereto.
The Company..................... Ford Motor Company
The Depositary Shares........... Depositary Shares, each representing 1/2,000
of a share of Series B Cumulative Preferred
Stock, par value $1.00 per share, liquidation
preference equal to $25 per Depositary Share,
of the Company.
Number of Depositary Shares
Sought.......................... 20,326,463 (all of the Depositary Shares
outstanding).
Purchase Price.................. $31.40 per Depositary Share, net to the
seller in cash. See Section 9. "Price Range
of the Depositary Shares; Dividends."
Expiration Date of Offer........ February 26, 1998, at 5:00 p.m., New York
City time, unless extended.
How to Tender Depositary
Shares.......................... See Section 5. "Procedure for Tendering
Depositary Shares." For further information,
call the Information Agent or the Dealer
Manager or consult your broker for
assistance.
Withdrawal Rights............... Tendered Depositary Shares may be withdrawn
at any time until the Expiration Date of the
Offer and, if not yet accepted for payment,
may be withdrawn after 5:00 p.m., New York
City time, on March 20, 1998. See Section 6.
"Withdrawal Rights."
Purpose of the Offer............ The Company is making the Offer because it
believes that, given its current financial
condition (including its substantial current
cash and cash equivalents position) and the
current market price of the Depositary
Shares, the purchase of the Depositary Shares
pursuant to the Offer is economically
attractive to the Company. See Section 1.
"Purpose of the Offer; Certain Effects of the
Offer; Plans of the Company After the Offer."
Market Price of Depositary
Shares.......................... On January 21, 1998, the closing price per
Depositary Share as reported on the NYSE
Composite Tape was $29.6875. Shareholders are
urged to obtain a current market quotation
for the Depositary Shares. See Section 9.
"Price Range of the Depositary Shares;
Dividends."
Dividends....................... The regular quarterly cash dividend of
$0.515625 per Depositary Share for the first
quarter of 1998, payable on March 2, 1998 to
holders of record at the close of business on
January 30, 1998, will be paid on Depositary
Shares tendered and purchased by the Company,
but no dividends will be paid in respect of
such shares for any dividend period
commencing on or after March 1, 1998. See
Section 9. "Price Range of the Depositary
Shares; Dividends."
ii
<PAGE> 5
Brokerage Commissions........... Not payable by shareholders.
Solicitation Fee................ The Company will pay to each designated
Soliciting Dealer (as defined herein) a
solicitation fee of $0.375 per Depositary
Share for any Depositary Shares tendered,
accepted for payment, and paid for pursuant
to the Offer (except that for transactions
equal to or exceeding 2,500 Depositary
Shares, the Company will pay a solicitation
fee of $0.250 per Depositary Share of which
eighty percent (80%) shall be paid to the
Dealer Manager and twenty percent (20%) to
the designated Soliciting Dealer (which may
be the Dealer Manager)). A Soliciting Dealer
will not be entitled to a solicitation fee in
respect of Depositary Shares beneficially
owned by it, as well as in certain other
circumstances. See Section 14. "Fees and
Expenses."
Stock Transfer Tax.............. The Company will pay any applicable stock
transfer taxes, except as provided in
Instruction 6 of the Letter of Transmittal.
Payment Date.................... As soon as practicable after the Expiration
Date of the Offer.
Further Information............. Additional copies of this Offer to Purchase
and the Letter of Transmittal may be obtained
by contacting Georgeson & Company Inc., Wall
Street Plaza, New York, New York 10005 Tel:
(800) 223-2064 (toll free); Banks and Brokers
may call collect (212) 440-9800. Questions
about the Offer should be directed to Merrill
Lynch & Co. at (888) 654-8637.
iii
<PAGE> 6
To the Holders of Depositary Shares of Ford Motor Company:
INTRODUCTION
Ford Motor Company, a Delaware corporation (the "Company"), is offering to
purchase any and all outstanding Depositary Shares (the "Depositary Shares"),
each representing 1/2,000 of a share of Series B Cumulative Preferred Stock, par
value $1.00 per share (the "Series B Preferred Stock"), liquidation preference
equal to $25 per Depositary Share, of the Company, at $31.40 per Depositary
Share (the "Purchase Price"), net to the seller in cash, upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the related
Letter of Transmittal (which together constitute the "Offer").
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
The Offer is not conditioned upon any minimum number of Depositary Shares
being tendered. The Offer is, however, subject to certain other conditions. See
Section 8. "Certain Conditions of the Offer."
The Depositary Shares are listed and traded on the New York Stock Exchange
(the "NYSE") under the symbol "F.PRB". On January 21, 1998, the last trading day
before the Company announced the Offer, the closing sales price of the
Depositary Shares as reported on the NYSE Composite Tape was $29.6875 per
Depositary Share. See Section 9. "Price Range of the Depositary Shares;
Dividends." Shareholders are urged to obtain a current market quotation for the
Depositary Shares.
The Offer does not constitute a notice of redemption of the Series B
Preferred Stock representing the Depositary Shares pursuant to the Company's
Restated Certificate of Incorporation, nor does the Company intend to effect
such a redemption by making the Offer. Shareholders are not under any obligation
to accept the Offer or to remit the Depositary Shares to the Company pursuant to
the Offer. In accordance with the Restated Certificate of Incorporation and the
Deposit Agreement which established the rights of the holders of Depositary
Shares, the shares of Series B Preferred Stock (and the corresponding Depositary
Shares) are not redeemable prior to December 1, 2002. On and after December 1,
2002 and upon satisfaction of certain conditions, the Company, at its option,
may redeem shares of the Series B Preferred Stock, as a whole or in part, for
cash at a redemption price per share of Series B Preferred Stock of $50,000
(equal to $25 per Depositary Share), plus an amount equal to accrued and unpaid
dividends, if any, to the redemption date. The Series B Preferred Stock does not
have preemptive or conversion rights and is not entitled to any sinking fund or
similar fund.
Tendering shareholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of Transmittal,
stock transfer taxes on the purchase of Depositary Shares by the Company. The
Company will pay all charges and expenses of the Depositary, Information Agent
and Dealer Manager incurred in connection with the Offer.
SPECIAL FACTORS
SECTION 1. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER; PLANS OF THE
COMPANY AFTER THE OFFER
PURPOSE OF THE OFFER. The Company is making the Offer because it believes
that, given its current financial condition (including its substantial current
cash and cash equivalents position) and the current market price of the
Depositary Shares, the purchase of the Depositary Shares pursuant to the Offer
is economically attractive to the Company. The Offer will enable the Company to
reduce its dividend requirements and annual administrative expenses in
connection with servicing the accounts of holders of the Depositary Shares. The
Company's automotive cash, cash equivalents and marketable securities position
was $19.3 billion at September 30, 1997. Cash will be reduced by approximately
$650 million as a result of the
<PAGE> 7
consummation of the Offer if all 20,326,463 Depositary Shares are tendered. The
Board of Directors of the Company has authorized the Offer.
CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY AFTER THE
OFFER. Following the consummation of the Offer, the business and operations of
the Company will be continued by the Company substantially as they are currently
being conducted. Except as disclosed in this Offer to Purchase, the Company has
no present plans or proposals that would result in (i) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company other than in the ordinary course of business, (ii) an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation or sale or transfer of a material amount of assets, involving the
Company or any of its subsidiaries, (iii) any change in the present Board of
Directors of the Company or management of the Company, including, but not
limited to, a plan or proposal to change the number or term of the directors, to
fill any existing vacancy on the Board of Directors or to change any material
term of the employment contract of any executive officer, except in each case in
connection with the Company's 1998 Annual Meeting of shareholders to be held in
May 1998, (iv) any material change in the present dividend rate or policy or
indebtedness or capitalization of the Company, (v) any other material change in
the Company's corporate structure or business or (vi) any changes in the
Company's charter, bylaws or instruments corresponding thereto or any other
actions which may impede the acquisition or control of the Company by any
person.
Following the expiration of the Offer, the Company may, in its sole
discretion, determine to purchase any remaining Depositary Shares through
privately negotiated transactions, open market purchases or another tender offer
or otherwise, on such terms and at such prices as the Company may determine from
time to time, the terms of which purchases or offers could differ from those of
the Offer, except that the Company will not make any such purchases of
Depositary Shares until the expiration of ten business days after the
termination of the Offer. Any possible future purchases of Depositary Shares by
the Company will depend on many factors, including the market price of the
Depositary Shares, the Company's business and financial position, alternative
investment opportunities available to the Company, the results of the Offer and
general economic and market conditions.
On October 8, 1997, the Company announced its plan to "spin off" or
distribute its 80.7% interest in Associates First Capital Corporation ("The
Associates") to the Company's Common and Class B stockholders. The spin-off is
subject to the receipt of a ruling from the U.S. Internal Revenue Service that
the transaction will be free of U.S. federal income tax to the Company and its
stockholders. The ruling process is expected to be completed in the first
quarter of 1998. Upon receipt of a favorable ruling, the Company plans to
distribute its 279.5 million shares of The Associates to the Company's
stockholders in proportion to their ownership of Common and Class B stock.
The credit ratings of the Series B Preferred Stock by Moody's Investors
Service ("Moody's") and Standard & Poor's Rating Group ("S&P") are "a2" and
"A-", respectively. On January 5, 1998, Moody's confirmed such credit rating and
changed its outlook for the Company from "stable" to "negative". There can be no
assurance that the ratings of the Company's preferred stock will not be lowered
by one or both of these or other rating agencies during or following the Offer.
The purchase of Depositary Shares pursuant to the Offer will reduce the
number of holders of Depositary Shares and the number of Depositary Shares that
might otherwise trade publicly, and, depending upon the number of Depositary
Shares so purchased, could adversely affect the liquidity and market value of
the remaining Depositary Shares held by the public.
Depending upon the number of Depositary Shares purchased pursuant to the
Offer, the Depositary Shares may no longer meet the requirements of the NYSE for
continued listing. As of January 21, 1998, there were 20,326,463 issued and
outstanding Depositary Shares. According to the NYSE's published guidelines, the
NYSE would consider delisting the Depositary Shares if, among other things, the
number of publicly held Depositary Shares should fall below 100,000 or the
aggregate market value of publicly held Depositary Shares should fall below
$2,000,000. If, as a result of the purchase of Depositary Shares pursuant to the
Offer or otherwise, the Depositary Shares no longer meet the requirements of the
NYSE for continued listing and the
2
<PAGE> 8
listing of the Depositary Shares is discontinued, the market for the Depositary
Shares could be adversely affected.
In the event of the delisting of the Depositary Shares by the NYSE, it is
possible that the Depositary Shares would continue to trade on another
securities exchange or in the over-the-counter market and that price quotations
would be reported by such exchange, by the NASD through the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") or by other sources.
The extent of the public market for the Depositary Shares and the availability
of such quotations would, however, depend upon such factors as the number of
shareholders remaining at such time, the interest in maintaining a market in the
Depositary Shares on the part of securities firms, the possible termination of
registration under the Securities Exchange Act of 1934 (the "Exchange Act") as
described below, and other factors.
The Depositary Shares are presently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System, which has
the effect, among other things, of allowing brokers to extend credit on the
collateral of such securities. If the Depositary Shares remain listed on the
NYSE, they will continue to be "margin securities." If the Depositary Shares
were delisted, depending upon factors similar to those described above, they
might no longer constitute "margin securities" for purposes of the margin
regulations of the Board of Governors of the Federal Reserve System, and,
therefore, could no longer be used as collateral for loans made by brokers.
The Depositary Shares are currently registered under the Exchange Act.
Registration of the Depositary Shares under the Exchange Act may be terminated
upon application of the Company to the Securities and Exchange Commission (the
"Commission") if the Depositary Shares are neither held by 300 or more holders
of record nor listed on a national securities exchange. Termination of
registration of the Depositary Shares under the Exchange Act would make certain
provisions of the Exchange Act, such as the requirements of Rule 13e-3
thereunder with respect to "going private" transactions, no longer applicable in
respect of the Depositary Shares. If registration of the Depositary Shares under
the Exchange Act were terminated, the Depositary Shares would no longer be
"margin securities" or be eligible for NASDAQ reporting.
All Depositary Shares purchased by the Company pursuant to the Offer will
be exchanged by the Company for the related Series B Preferred Stock which will
in turn be retired, cancelled and thereafter returned to the status of
authorized but unissued shares of the Company's preferred stock. Any share of
Series B Preferred Stock (and the corresponding Depositary Shares) remaining
outstanding after the Offer will continue to be redeemable at the option of the
Company on and after December 1, 2002, as described above under "Introduction".
Upon liquidation or dissolution of the Company, holders of the Series B
Preferred Stock are entitled to receive a liquidation preference of $50,000 per
share of Series B Preferred Stock (equal to $25 per Depositary Share), plus an
amount equal to accrued and unpaid dividends thereon to the date of payment,
prior to the payment of any amounts to the holders of the Company's Common and
Class B Stock.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
SECTION 2. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Sales of Depositary Shares by shareholders pursuant to the Offer will be
taxable transactions. In the case of a shareholder who actually or
constructively owns solely Depositary Shares, or not more than one percent of
such stock and not more than one percent of any other class of stock of the
Company, gain or loss will be recognized in an amount equal to the difference
between the amount of cash received by the shareholder pursuant to the Offer and
the shareholder's tax basis in the Depositary Shares sold pursuant to the Offer,
and will be capital gain or loss if the Depositary Shares are held as capital
assets. The net amount of such capital gain recognized by an individual
shareholder generally will be subject to tax at a maximum rate of (i) 28%,
provided that the Depository Share is held for more than one year but not more
than 18 months, and (ii) 20%,
3
<PAGE> 9
provided that the Depository Share is held for more than 18 months. Generally,
lower maximum rates apply to shareholders in lower tax brackets.
Holders of Depositary Shares who actually or constructively own more than
one percent of any other class of stock of the Company are advised to consult
their tax advisors as to the income tax consequences of selling Depositary
Shares pursuant to the Offer.
SECTION 3. CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS; NO APPRAISAL
RIGHTS
The Company is not aware of any license or regulatory permit that appears
to be material to its business that might be adversely affected by its
acquisition of Depositary Shares as contemplated in the Offer or of any approval
or other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
Company's acquisition or ownership of Depositary Shares pursuant to the Offer.
Should any such approval or other action be required, the Company currently
contemplates that it will seek such approval or other action. The Company cannot
predict whether it may determine that it is required to delay the acceptance for
payment of, or payment for, Depositary Shares tendered pursuant to the Offer
pending the outcome of any such matter. There can be no assurance that any such
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain any such approval
or other action might not result in adverse consequences to the Company's
business. The Company intends to make all required filings under the Exchange
Act. The Company's obligation under the Offer to accept for payment, or make
payment for, Depositary Shares is subject to certain conditions. See Section 8.
"Certain Conditions of the Offer."
There is no shareholder vote required in connection with the Offer.
No appraisal rights are available to holders of Depositary Shares in
connection with the Offer.
THE OFFER
SECTION 4. EXPIRATION DATE; EXTENSION OF THE OFFER
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) any and all Depositary Shares as are
properly tendered on or before the Expiration Date (and not withdrawn in
accordance with Section 6) at the Purchase Price. The term "Expiration Date"
means 5:00 p.m., New York City time, on Thursday, February 26, 1998, unless and
until the Company shall have extended the period of time during which the Offer
is open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall expire.
See Section 13. "Extension of the Tender Period; Termination; Amendments" for a
description of the Company's right to extend the time during which the Offer is
open and to delay, terminate or amend the Offer. See also Section 8. "Certain
Conditions of the Offer."
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary and
making a public announcement thereof. See Section 13. "Extension of the Tender
Period; Termination; Amendments." There can be no assurance, however, that the
Company will exercise its right to extend the Offer.
If (a) the Company (i) increases or decreases the price to be paid for
Depositary Shares or (ii) decreases the number of Depositary Shares being sought
and (b) the Offer is scheduled to expire at any time earlier than the tenth
business day from and including the date that notice of such increase or
decrease is first published, sent or given in the manner specified in Section
13, the Offer will be extended until the expiration of such ten business day
period. For purposes of the Offer, "business day" means any day other than a
Saturday, Sunday or Federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, Eastern Standard Time.
4
<PAGE> 10
All Depositary Shares purchased pursuant to the Offer will be purchased at
the Purchase Price, net to the seller in cash. All Depositary Shares not
purchased pursuant to the Offer, including Depositary Shares tendered and
withdrawn, will be returned to the tendering shareholders at the Company's
expense as promptly as practicable.
SECTION 5. PROCEDURE FOR TENDERING DEPOSITARY SHARES
PROPER TENDER OF DEPOSITARY SHARES. For Depositary Shares to be properly
tendered pursuant to the Offer:
(a) the depositary receipts for such Depositary Shares (or
confirmation of receipt of such Depositary Shares pursuant to the
procedures for book-entry transfer set forth below), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) with any required signature guarantees (or in the case of
book-entry transfer, an Agent's Message (as defined below)), and any other
documents required by the Letter of Transmittal, must be received before
the Expiration Date by the Depositary at one of its addresses set forth on
the back cover of this Offer to Purchase; or
(b) the tendering shareholder must comply with the guaranteed delivery
procedure set forth below.
The term "Agent's Message" means a message, transmitted by The Depository
Trust Company ("DTC") to, and received by, the Depositary and forming a part of
the confirmation of book-entry transfer, which states that DTC has received an
express acknowledgement from the participant in DTC tendering the Depositary
Shares that such participant has received and agrees to be bound by the terms of
the Letter of Transmittal and that the Company may enforce such agreement
against the participant.
A tender of Depositary Shares made pursuant to any method of delivery set
forth herein will constitute a binding agreement between the tendering
shareholder and the Company upon the terms and subject to the conditions of the
Offer.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. Except as otherwise provided
below, all signatures on the Letter of Transmittal must be guaranteed by a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (each of the foregoing
being referred to as an "Eligible Institution"). Signatures on the Letter of
Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by
the registered holder of the Depositary Shares tendered therewith and such
holder has not completed the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b)
the Depositary Shares tendered therewith are tendered for the account of an
Eligible Institution. If Depositary Shares are registered in the name of a
person other than the signatory on the Letter of Transmittal, or if unpurchased
Depositary Shares are to be issued to a person other than the registered
holder(s), the depositary receipts representing tendered Depositary Shares must
be endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holder(s) appear on the
depositary receipts with the signature(s) on the depositary receipts or stock
powers guaranteed as aforesaid. THE METHOD OF DELIVERY OF ALL DOCUMENTS,
INCLUDING DEPOSITARY RECEIPTS, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. In all cases, sufficient time should be allowed to ensure timely
delivery.
FEDERAL BACKUP WITHHOLDING. Unless an exemption applies under the
applicable law and regulations concerning "backup withholding" of Federal income
tax, the Depositary will be required to withhold, and will withhold, 31% of the
gross proceeds otherwise payable to a shareholder or other payee pursuant to the
Offer unless the shareholder or other payee provides such person's tax
identification number (social security number or employer identification number)
and certifies that such number is correct. Each tendering shareholder, other
than a noncorporate foreign shareholder, should complete and sign the main
signature form and the Substitute Form W-9 included as part of the Letter of
Transmittal, so as to provide the information and certification necessary to
avoid backup withholding, unless an applicable exemption exists and is proved in
a manner satisfactory to the Company and the Depositary. Noncorporate foreign
shareholders should generally
5
<PAGE> 11
complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may
be obtained from the Depositary, in order to avoid backup withholding.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the proper information is submitted to the Internal
Revenue Service.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Depositary Shares at DTC for purposes of the Offer within two business
days after the date of this Offer to Purchase. Any financial institution that is
a participant in DTC's system may make book-entry delivery of the Depositary
Shares by causing DTC to transfer such Depositary Shares into the Depositary's
account in accordance with DTC's procedure for such transfer. Prior to the
applicable Expiration Date, an Agent's Message in connection with any book-entry
transfer must be transmitted to, and received by, the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase or the
guaranteed delivery procedure set forth below must be followed. DELIVERY OF
DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
GUARANTEED DELIVERY. If a shareholder desires to tender Depositary Shares
pursuant to the Offer and such shareholder's depositary receipts are not
immediately available (or the procedures for book-entry transfer cannot be
completed on a timely basis) or time will not permit all required documents to
reach the Depositary before the Expiration Date, such Depositary Shares may
nevertheless be tendered provided that all of the following conditions are
satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, overnight courier or
facsimile transmission), on or prior to the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form the Company has provided with this Offer to Purchase; and
(c) the depositary receipts for all tendered Depositary Shares in
proper form for transfer (or confirmation of book-entry transfer of such
Depositary Shares into the Depositary's account at DTC), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees (or in the case of
book-entry transfer, an Agent's Message) and any other documents required
by the Letter of Transmittal, are received by the Depositary on or prior to
the third NYSE trading day after the Expiration Date. A NYSE trading day is
any day on which the NYSE is open for business.
DETERMINATIONS OF VALIDITY; REJECTION OF DEPOSITARY SHARES; WAIVER OF
DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of Depositary Shares will be determined by the Company, in
its sole discretion, which determination shall be final and binding on all
parties. The Company reserves the absolute right to reject any or all tenders it
determines not to be in proper form or the acceptance for payment of which may,
in the opinion of the Company's counsel, be unlawful. The Company also reserves
the absolute right to waive any of the conditions of the Offer and any defect or
irregularity in the tender of any particular Depositary Shares. No tender of
Depositary Shares will be deemed to be properly made until all defects or
irregularities have been cured or waived. None of the Company, the Depositary,
the Information Agent, the Dealer Manager or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and none
of them will incur any liability for failure to give any such notice.
SECTION 6. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 6, a tender of Depositary
Shares pursuant to the Offer is irrevocable. Depositary Shares tendered pursuant
to the Offer may be withdrawn at any time before the Expiration Date and, unless
theretofore accepted for payment by the Company, may also be withdrawn after
5:00 p.m., New York City time, on March 20, 1998.
6
<PAGE> 12
For a withdrawal to be effective, the Depositary must timely receive (at
one of its addresses set forth on the back cover of this Offer to Purchase) a
written or facsimile transmission notice of withdrawal. Such notice of
withdrawal must specify the name of the person having tendered the Depositary
Shares to be withdrawn, the number of Depositary Shares to be withdrawn and the
name of the registered owner, if different from that of the person who tendered
such Depositary Shares. If the depositary receipts have been delivered or
otherwise identified to the Depositary, then, prior to the release of such
depositary receipts, the tendering shareholder must also submit the serial
numbers shown on the particular depositary receipts evidencing the Depositary
Shares, and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution (except in the case of Depositary Shares tendered by an
Eligible Institution). If Depositary Shares have been delivered pursuant to the
procedure for book-entry transfer set forth in Section 5. "Procedure for
Tendering Depositary Shares," the notice of withdrawal must specify the name and
the number of the account at DTC to be credited with the withdrawn Depositary
Shares and otherwise comply with the procedures of DTC.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Company, in its sole discretion,
which determination shall be final and binding on all parties. None of the
Company, the Depositary, the Information Agent, the Dealer Manager or any other
person is or will be obligated to give any notice of any defects or
irregularities in any notice of withdrawal, and none of them will incur any
liability for failure to give any such notice. A withdrawal of a tender of
Depositary Shares may not be rescinded, and Depositary Shares properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
Withdrawn Depositary Shares may, however, be retendered before the Expiration
Date by again following any of the procedures described in Section 5. "Procedure
for Tendering Depositary Shares."
SECTION 7. ACCEPTANCE FOR PAYMENT OF DEPOSITARY SHARES AND PAYMENT OF PURCHASE
PRICE
Upon the terms and subject to the conditions of the Offer, promptly after
the Expiration Date, the Company will purchase and pay the Purchase Price for
any and all Depositary Shares (subject to certain matters discussed in Section
4. "Expiration Date; Extension of the Offer" and Section 13. "Extension of the
Tender Period; Termination; Amendments") as are properly tendered and not
withdrawn as permitted in Section 6. "Withdrawal Rights." For purposes of the
Offer, the Company will be deemed to have accepted for payment (and thereby
purchased) Depositary Shares which are tendered and not withdrawn when, as and
if it gives oral or written notice to the Depositary of its acceptance of such
Depositary Shares for payment pursuant to the Offer.
Payment for Depositary Shares purchased pursuant to the Offer will be made
by depositing the aggregate Purchase Price therefor with the Depositary, which
will act as agent for tendering shareholders for the purpose of receiving
payment from the Company and transmitting payment to the tendering shareholders.
Notwithstanding any other provision hereof, payment for Depositary Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of depositary receipts for such Depositary
Shares (or a timely confirmation by DTC of book-entry transfer of such
Depositary Shares to the Depositary), a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees (or, in the case of book-entry transfer, an Agent's Message) and any
other required documents. Under no circumstances will interest be paid on the
Purchase Price of the Depositary Shares to be paid by the Company, regardless of
any delay in making such payment.
The Company will pay any stock transfer taxes with respect to the transfer
and sale of Depositary Shares to it pursuant to the Offer. If, however, payment
of the Purchase Price is to be made to, or if depositary receipts for Depositary
Shares not tendered or accepted for purchase are to be registered in the name
of, any person other than the registered holder, or if tendered depositary
receipts are registered in the name of any person other than the person signing
the Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder or such person) payable on account of the
transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted. See Instruction 6 of the Letter of Transmittal.
7
<PAGE> 13
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A
FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO
REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO
SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 5. "PROCEDURE
FOR TENDERING DEPOSITARY SHARES."
SECTION 8. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, and in addition to (and
not in limitation of) the Company's right to extend or amend the Offer at any
time in its sole discretion, the Company shall not be required to accept for
payment or make payment for any Depositary Shares tendered, and may terminate or
amend the Offer, if before acceptance for payment or payment for any such
Depositary Shares any of the following shall have occurred (or shall have been
determined by the Company to have occurred):
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, before any court or governmental, regulatory or
administrative authority, agency or tribunal, domestic or foreign, which
(i) challenges the making of the Offer, the acquisition of Depositary
Shares pursuant to the Offer or otherwise relates in any manner to the
Offer; or (ii) in the sole judgment of the Company, could materially
adversely affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company or any of its subsidiaries or
materially impair the Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any court or any government or governmental,
regulatory or administrative authority, agency or tribunal, domestic or
foreign, which, in the Company's sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for,
Depositary Shares illegal or otherwise restrict or prohibit consummation of
the Offer; (ii) delay or restrict the ability of the Company, or render the
Company unable, to accept for payment, or pay for, Depositary Shares; (iii)
materially impair the contemplated benefits of the Offer to the Company; or
(iv) materially adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) there shall have occurred after January 22, 1998, (i) any general
suspension of trading in, or limitation on prices for, securities on any
United States national securities exchange or in the over-the-counter
market (excluding any coordinated trading halt triggered solely as a result
of a specified decrease in a market index), (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or other
international or national crisis directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the sole judgment of the Company, might affect, the
extension of credit by banks or other lending institutions in the United
States, (v) any significant decline in the market price of the Depositary
Shares, (vi) any change in the general political, market, economic or
financial conditions in the United States or abroad that could, in the sole
judgment of the Company, have a material adverse effect on the Company's
business, operations, prospects or the trading in the Depositary Shares,
(vii) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof or
(viii) any decline in either the Dow Jones Industrial Average (7794.40 at
the close of business on January 21, 1998) or the Standard and Poor's Index
of 500 Industrial Companies (970.78 at the close of business on January 21,
1998) by an amount in excess of 15% measured from the close of business on
January 21, 1998;
8
<PAGE> 14
(d) after January 22, 1998, any tender or exchange offer with respect
to the Depositary Shares or any other class of the Company's equity
securities, or any merger, acquisition, business combination or other
similar transaction with or involving the Company or any subsidiary, shall
have been proposed, announced or made by another person;
(e) after January 22, 1998, any change shall occur or be threatened in
the business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries taken as a whole (including,
without limitation, any downgrade in the credit ratings of any securities
of the Company or any of its subsidiaries by Moody's or S&P or any
announcement by Moody's or S&P that it has placed any such rating under
surveillance or review with possible negative implications), which, in the
sole judgment of the Company, is or may be materially adverse to the
Company; or
(f)(i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the Company's outstanding common
stock, (ii) any group shall have been formed which beneficially owns more
than 5% of the Company's outstanding common stock or (iii) any person,
entity or group shall have filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, or made a public
announcement reflecting an intent to acquire the Company or any of its
subsidiaries or any of their respective assets or securities;
and, in the sole judgment of the Company, in any such case and regardless of the
circumstances (including any action or inaction by the Company) giving rise to
such condition, such event makes it undesirable or inadvisable to proceed with
the Offer or with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. The Company's failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by the Company
concerning the events described above and any related judgment by the Company
regarding the undesirability or inadvisability of proceeding with the acceptance
for payment or payment for any tendered Depositary Shares will be final and
binding on all parties.
SECTION 9. PRICE RANGE OF THE DEPOSITARY SHARES; DIVIDENDS
PRICE RANGE OF DEPOSITARY SHARES. The Depositary Shares are listed and
traded on the NYSE. The following table sets forth, for each period shown, the
high and low sales prices of the Depositary Shares as
9
<PAGE> 15
reported on the NYSE Composite Tape and the dividends paid per Depositary Share.
The Depositary Shares were first traded on or about October 26, 1992.
<TABLE>
<CAPTION>
DEPOSITARY SHARE
PRICE RANGE DIVIDENDS PAID
----------------------------- PER DEPOSITARY
HIGH LOW SHARE*
---------- ---------- --------------
<S> <C> <C> <C> <C> <C>
1996
1st Quarter............................. $28 1/4 $26 3/4 $0.515625
2nd Quarter............................. 27 31/64 26 1/4 $0.515625
3rd Quarter............................. 27 3/8 26 3/8 $0.515625
4th Quarter............................. 28 1/4 26 7/8 $0.515625
1997
1st Quarter............................. 28 3/8 27 1/4 $0.515625
2nd Quarter............................. 28 3/8 26 51/64 $0.515625
3rd Quarter............................. 29 1/4 28 1/4 $0.515625
4th Quarter............................. 29 7/16 28 11/32 $0.515625
1998
1st Quarter (through January 21,
1998)**............................... 29 11/16 29 1/8
</TABLE>
- ------------
* Quarterly accrued dividends are paid on the first business day of March,
June, September and December of each year.
** The Company will pay the regular quarterly cash dividend of $0.515625 for the
first quarter of 1998 on March 2, 1998 to holders of record at the close of
business on January 30, 1998.
On January 21, 1998, the last trading day before the Company announced the
Offer, the closing sales price of the Depositary Shares as reported on the NYSE
Composite Tape was $29.6875 per Depositary Share. Shareholders are urged to
obtain a current market quotation for the Depositary Shares.
DIVIDENDS. Holders of shares of the Series B Preferred Stock are entitled
to receive dividends at a fixed annual rate of $4,125 per share of Series B
Preferred Stock (equal to $2.0625 per Depositary Share). Such dividends are
cumulative and are payable quarterly in arrears, when, as and if declared by the
Board of Directors of the Company out of funds legally available therefor, on
the first business day of March, June, September and December of each year. Each
such dividend is payable to holders of record as they appear in the stock
records of the Company at the close of business on the record date, which shall
be not more than 60 days preceding the payment date therefor, as shall be fixed
by the Board of Directors. There are no contractual or legal restrictions on the
Company's present or future ability to pay such dividends, including under its
Restated Certificate of Incorporation, except those restrictions imposed by
Delaware law.
On January 8, 1998, the Board of Directors of the Company declared the
regular quarterly cash dividend on the Series B Preferred Stock of $1,031.25 per
share (equal to $0.515625 per Depositary Share) for the first quarter of 1998,
payable on March 2, 1998 to holders of record at the close of business on
January 30, 1998. This dividend will be paid on Depositary Shares tendered and
purchased by the Company, but no dividends will be paid in respect of such
shares for any dividend period commencing on or after March 1, 1998.
SECTION 10. CERTAIN INFORMATION CONCERNING THE COMPANY
GENERAL. The Company was 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. The
Company is the world's largest producer of trucks and the second largest
producer of cars and trucks combined. The Company also is one of the largest
providers of financial services worldwide.
The Company's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of the Company's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
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<PAGE> 16
The primary activities of the Financial Services segment consist of
financing operations, vehicle and equipment leasing and rental operations, and
insurance operations. These activities primarily are conducted through the
following subsidiaries: Ford Motor Credit Company, The Associates and The Hertz
Corporation.
SELECTED FINANCIAL DATA AND OTHER DATA OF THE COMPANY. Set forth below is
certain selected consolidated financial data and other data with respect to the
Company excerpted or derived from financial information contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the
"1996 10-K Report"), and the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
(collectively, the "1997 10-Q Reports"). More comprehensive financial
information is included in the 1996 10-K Report, the 1997 10-Q Reports and other
documents filed by the Company with the Commission. The financial and other
information set forth herein is qualified in its entirety by reference to the
1996 10-K Report, the 1997 10-Q Reports and such other documents, including the
financial statements and related notes therein. The 1996 10-K Report, the 1997
10-Q Reports and such other documents are available for inspection and copies
thereof can be obtained in the manner set forth below.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
OR AT SEPTEMBER 30, OR AT DECEMBER 31,
--------------------- ---------------------
1997 1996 1996 1995
---- ---- ---- ----
(IN MILLIONS EXCEPT PER SHARE AND UNIT SALES
AMOUNTS)
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME INFORMATION
Automotive
Sales..................................................... $ 89,926 $ 86,518 $118,023 $110,496
Operating income.......................................... 4,994 1,958 2,516 3,281
Net income................................................ 3,373 1,265 1,655 2,056
Financial Services
Revenues.................................................. 22,637 21,640 28,968 26,641
Income before income taxes................................ 2,941 3,047 4,222 3,539
Net income................................................ 1,751 1,977 2,791 2,083
Total Company
Net income................................................ 5,124 3,242 4,446 4,139
Amounts Per Share of Common Stock and Class B Stock After
Preferred Stock Dividends Income assuming no dilution..... 4.26 2.71 3.72 3.58
Income assuming full dilution............................. 4.15 2.66 3.64 3.33
Cash dividends............................................ 1.225 1.085 1.47 1.23
CONSOLIDATED BALANCE SHEET INFORMATION
Automotive
Total assets.............................................. 85,440 78,066 79,658 72,772
Debt payable within one year.............................. 1,587 2,125 1,661 1,832
Long-term debt -- noncurrent portion...................... 6,620 5,171 6,495 5,475
Financial Services
Total assets.............................................. 188,783 180,435 183,209 170,511
Debt...................................................... 155,407 148,320 150,205 141,317
Total Company
Total assets.............................................. 274,223 258,501 262,867 243,283
Debt...................................................... 163,614 155,616 158,361 148,624
Stockholders' equity...................................... 29,677 26,152 26,762 24,547
Cash dividends............................................ 1,503 1,328 1,800 1,559
OTHER DATA
Total Company
Capital expenditures...................................... 6,166 6,145 8,651 8,997
Depreciation and amortization of special tools............ 9,932 9,378 12,791 11,719
Worldwide vehicle unit sales of cars and trucks (in
thousands).............................................. 5,152 4,900 6,653 6,606
Ratio of earnings to combined fixed charges and preferred
stock dividends*.......................................... 2.0 1.6 1.6 1.6
</TABLE>
- ------------
* For purposes of the ratio, "earnings" include the income/(loss) before income
taxes of the Company and its majority-owned subsidiaries and trusts, whether
or not consolidated, its proportionate share of any fifty-percent-owned
companies, and any income received from less-than-fifty-percent-owned
companies and fixed charges. "Fixed charges" consist of interest on borrowed
funds, preferred stock dividend requirements of majority-owned subsidiaries
and trusts, amortization of debt discount, premium, and issuance expense, and
one-third of all rental expense (the proportion deemed representative of the
interest factor). Preferred stock dividend requirements have been increased to
an amount representing the pre-tax earnings which would be required to cover
such dividends based on the effective income tax rates for the respective
periods.
11
<PAGE> 17
ADDITIONAL INFORMATION. The Company is subject to the informational
requirements of the Exchange Act and in accordance therewith files periodic
reports, proxy and information statements and other information with the
Commission. The Company has also filed an Issuer Tender Offer Statement on
Schedule 13E-4 with the Commission which includes certain additional information
relating to the Offer.
Such reports, statements and other information filed by the Company with
the Commission can be inspected and copied at the public reference facilities of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison St., Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically, such as the
Company. The address of the Commission's Web site is http://www.sec.gov. Such
reports, proxy and information statements and other information of or concerning
the Company also can be inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
SECTION 11. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases all outstanding Depositary Shares
pursuant to the Offer, the total amount required by the Company to purchase such
Depositary Shares and pay related fees and expenses will be approximately $650
million. See Section 14. "Fees and Expenses." The Company will fund the purchase
of Depositary Shares pursuant to the Offer and the payment of related fees and
expenses from available cash of the Company. However, if market conditions are
attractive, the Company may replace some or all of the cash expended to purchase
Depositary Shares with proceeds from a public offering of debt securities. Such
public debt offering could occur before or after the completion of the Offer.
SECTION 12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE DEPOSITARY SHARES
The Depositary Shares were issued by the Company in an underwritten public
offering for cash which was registered under the Securities Act of 1933. The
offering, which commenced on October 23, 1992, was for 45,600,000 Depositary
Shares (including 5,600,000 Depositary Shares purchased upon exercise of the
over-allotment option) at a price to the public of $25 per Depositary Share, and
the Company received aggregate proceeds of $1,104,746,948.66 after deducting the
aggregate underwriting discount of $35,253,051.34, but before expenses.
Based upon the Company's records and upon information provided to the
Company by its directors, executive officers and affiliates, neither the Company
nor any of its subsidiaries nor, to the best of the Company's knowledge, any of
the directors or executive officers of the Company or any of its subsidiaries,
nor any associates of any of the foregoing, has effected any transactions in the
Depositary Shares during the past 40 business days.
Except as set forth in this Offer to Purchase, neither the Company nor, to
the best of the Company's knowledge, any of its affiliates, directors or
executive officers, or any of the executive officers or directors of its
subsidiaries, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
Offer with respect to any securities of the Company (including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or the
giving or withholding or proxies, consents or authorizations). As of January 22,
1998, neither the Company or any subsidiary or affiliate nor, to the Company's
knowledge, any of their respective directors or executive officers, owns any of
the Depositary Shares.
12
<PAGE> 18
SECTION 13. EXTENSION OF THE TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time and regardless of whether or not any of the events set
forth in Section 8. "Certain Conditions of the Offer" shall have occurred or
shall be deemed by the Company to have occurred, to extend the period of time
during which the Offer is open and thereby delay acceptance for payment of, or
payment for, any Depositary Shares by giving oral or written notice of such
extension to the Depositary and making a public announcement thereof. During any
such extension, all Depositary Shares previously tendered and not purchased or
withdrawn will remain subject to the Offer, except to the extent that such
Depositary Shares may be withdrawn as set forth in Section 6. The Company also
expressly reserves the right, in its sole discretion, to terminate the Offer,
not accept for payment and not make payment for any Depositary Shares not
theretofore accepted for payment or paid for upon the occurrence of any of the
conditions specified in Section 8 by giving oral or written notice of such
termination to the Depositary and making a public announcement thereof. Subject
to compliance with applicable law, the Company further reserves the right, in
its sole discretion, and regardless of whether or not any of the events set
forth in Section 8 shall have occurred or shall be deemed by the Company to have
occurred, to amend the Offer in any respect (including, without limitation, by
decreasing or increasing the consideration offered in the Offer to owners of
Depositary Shares or by decreasing the number of Depositary Shares being sought
in the Offer). Amendments to the Offer may be made at any time or from time to
time effected by public announcement thereof, such announcement, in the case of
an extension, to be issued no later than 9:00 a.m., Eastern Standard Time, on
the next business day after the previously scheduled Expiration Date. Any public
announcement made pursuant to the Offer will be disseminated promptly to
shareholders in a manner reasonably designed to inform shareholders of such
change. Without limiting the manner in which the Company may choose to make a
public announcement, except as required by applicable law, the Company shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release to the Dow Jones News
Service.
If (a) the Company (i) increases or decreases the price to be paid for
Depositary Shares, (ii) decreases the number of Depositary Shares being sought
or (iii) increases or decreases the fee to be paid to the Dealer Manager or the
Soliciting Dealers (as defined below) and (b) the Offer is scheduled to expire
at any time earlier than the expiration of a period ending on the tenth business
day from and including the date that notice of such increase or decrease is
first published, sent or given, the Offer will be extended until the expiration
of such period of ten business days. In addition, if a material change occurs in
the information set forth herein, the Company shall disseminate promptly
disclosure of such change in a manner reasonably calculated to inform holders of
Depositary Shares of such changes and extend the Offer if and as appropriate.
SECTION 14. FEES AND EXPENSES
The Company has retained First Chicago Trust Company of New York as
Depositary, Georgeson & Company Inc. as Information Agent and Merrill Lynch &
Co. as Dealer Manager in connection with the Offer. The Information Agent and
Dealer Manager will assist shareholders who request assistance in connection
with the Offer and may request brokers, dealers and other nominee shareholders
to forward materials relating to the Offer to beneficial owners. The Company has
agreed to pay the Dealer Manager, upon acceptance for payment of Depositary
Shares pursuant to the Offer, a fee of $0.125 per Depositary Share purchased in
the Offer. The Dealer Manager will also be reimbursed by the Company for its
reasonable out-of-pocket expenses, including attorneys' fees. The Dealer Manager
has rendered, is currently rendering and is expected to continue to render
various investment banking and other advisory services to the Company. It has
received, and will continue to receive, customary compensation from the Company
for such services. The Depositary and Information Agent will receive reasonable
and customary compensation for their services in connection with the Offer and
will also be reimbursed for reasonable out-of-pocket expenses, including
attorneys' fees. The Company has agreed to indemnify the Depositary, Information
Agent and Dealer Manager against certain liabilities in connection with the
Offer, including certain liabilities under the Federal securities laws. Neither
the Depositary nor the Information Agent has been retained to make
solicitations, and none of the Depositary, Information Agent or Dealer Manager
has been retained to make recommendations, in their respective roles as
Depositary, Information Agent and Dealer Manager.
13
<PAGE> 19
The Company will pay to a Soliciting Dealer (as defined herein) designated
as described below a solicitation fee of $0.375 per Depositary Share for any
Depositary Shares tendered, accepted for payment, and paid for pursuant to the
Offer (except that for transactions equal to or exceeding 2,500 Depositary
Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share,
of which eighty percent (80%) shall be paid to the Dealer Manager and twenty
percent (20%) to the designated Soliciting Dealer (which may be the Dealer
Manager)). In cases where no Soliciting Dealer is designated, the Dealer Manager
will be paid one hundred percent (100%) of the applicable solicitation fee. For
purposes of this Section 14, "Soliciting Dealer" includes (i) any broker or
dealer in securities, including the Dealer Manager in its capacity as a broker
or dealer, who is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign
broker or dealer not eligible for membership in the NASD who agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (iii) any bank or
trust company, any one of whom has solicited and obtained a tender pursuant to
the Offer. For purposes of the preceding definition, "solicited" shall be deemed
to mean no more than processing Depositary Shares tendered or forwarding to
holders materials regarding the Offer.
No such fee shall be payable to a Soliciting Dealer in respect of (a)
Depositary Shares registered in the name of such Soliciting Dealer unless such
Depositary Shares are held by such Soliciting Dealer as nominee and such
Depositary Shares are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or on the Notice of Solicited
Tenders (included in the materials provided to brokers and dealers) or (b)
Depositary Shares beneficially owned by such Soliciting Dealer. No such fee
shall be payable to a Soliciting Dealer with respect to the tender of Depositary
Shares by a holder unless the Letter of Transmittal accompanying such tender
designates such Soliciting Dealer as such in the box captioned "Solicited
Tenders" or the Notice of Solicited Tenders accompanying such tender designates
such Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer
with respect to the tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless
the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary
within 3 business days after the Expiration Date. No such fee shall be payable
to a Soliciting Dealer if such Soliciting Dealer is required for any reason to
transfer the amount of such fee to a depositing holder (other than itself). No
broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent
of the Company, the Depositary, the Information Agent or the Dealer Manager for
purposes of the Offer.
The Company will pay (or cause to be paid) any stock transfer taxes on its
purchase of Depositary Shares, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
Assuming all outstanding Depositary Shares are tendered pursuant to the
Offer, it is estimated that the expenses incurred by the Company in connection
with the Offer will be approximately as set forth below. The Company will be
responsible for paying all such expenses.
<TABLE>
<S> <C>
Dealer Manager fees....................................... $ 2,540,807.88
Solicitation fees......................................... 7,622,423.63
Printing and mailing fees................................. 300,000.00
Filing fees............................................... 127,650.19
Legal and miscellaneous................................... 200,000.00
--------------
Total................................................ $10,790,881.70
==============
</TABLE>
14
<PAGE> 20
SECTION 15. MISCELLANEOUS
The Offer is not being made to, nor will the Company accept tenders from,
owners of Depositary Shares in any jurisdiction in which the Offer or its
acceptance would not be in compliance with the laws of such jurisdiction. The
Company is not aware of any jurisdiction where the making of the Offer or the
tender of Depositary Shares would not be in compliance with applicable law. If
the Company becomes aware of any jurisdiction where the making of the Offer or
the tender of Depositary Shares is not in compliance with any applicable law,
the Company will make a good faith effort to comply with such law. If, after
such good faith effort, the Company cannot comply with such law, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) the holders
of Depositary Shares residing in such jurisdiction. In any jurisdiction in which
the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on the Company's
behalf by one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
FORD MOTOR COMPANY
January 22, 1998
15
<PAGE> 21
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, depositary receipts for
Depositary Shares and any other required documents should be sent or delivered
by each shareholder of the Company or such shareholder's broker, dealer,
commercial bank or trust company to the Depositary at one of its addresses set
forth below.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By Facsimile Transmission (for Eligible Institutions only):
(201) 222-4720 or (201) 222-4721
Confirm by Telephone: (201) 222-4707
<TABLE>
<S> <C> <C>
By Overnight Courier: By Mail: By Hand:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4680 Suite 4660 c/o The Depository Trust Company
14 Wall Street, 8th Floor P.O. Box 2569 55 Water Street, DTC TAD
New York, NY 10005 Jersey City, NJ 07303-2569 Vietnam Veterans Memorial Plaza
New York, NY 10041
</TABLE>
Any questions or requests for assistance or for additional copies of this
Offer to Purchase or the Letter of Transmittal may be directed to the
Information Agent or Dealer Manager. Shareholders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
(GEORGESON & COMPANY INC. LOGO)
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect:
(212) 440-9800
or
ALL OTHERS CALL TOLL FREE:
(800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
250 Vesey Street
New York, New York 10281
1-888-ML4-TNDR (toll free)
(1-888-654-8637)
<PAGE> 1
[FORD LOGO]| NEWS
|
|
Contact: Media Inquiries Stockholder Inquiries
Christian Vinyard Steve Harper
(313) 322-3428 (800) 555-5259
IMMEDIATE RELEASE
FORD OFFERS TO PURCHASE SERIES B PREFERRED STOCK
DEARBORN, Mich., January 22, 1998 -- Ford Motor Company today announced that it
will offer to purchase all depositary shares representing its Series B
Cumulative Preferred Stock. The offering price will be $31.40 per depositary
share.
The offer remains in effect until Feb. 26, 1998. The regular quarterly cash
dividend of 51.5625 cents for the first quarter that is payable on March 2 to
holders of record on January 30 will be paid on the depositary shares that are
purchased.
The offer gives shareholders the opportunity to sell their depositary shares at
a premium to the market price that prevailed before today's announcement. The
offer also is attractive economically for Ford, given the company's present
financial position and the present market price of the depositary shares.
Ford issued 45.6 million Series B depositary shares in 1992. The shares are
not convertible into Ford common stock. At present, 20.3 million despositary
shares remain outstanding.
On January 21, the Series B depositary shares closed at $29.6875 a share on the
New York Stock Exchange.
Holders of the Series B depositary shares may call Georgeson & Company., Inc.
at 1-800-223-2064 or Merrill Lynch & Co. at 1-888-654-8637 for further details
about the offer.
# # #
- --------------------------------------------------------------------------------
Global News, Public Affairs, World Headquarters, Dearborn, Michigan 48121
Telephone: (313) 322-9600; Fax: (313) 845-0570
Internet: http://media.ford.com
<PAGE> 1
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Depositary Shares (as defined below). The Offer (as defined
below) is made solely by the Offer to Purchase dated January 22, 1998 and the
related Letter of Transmittal, and is being made to all holders of Depositary
Shares. The Company (as defined below) is not aware of any state where the
making of the Offer is prohibited by administrative or judicial action pursuant
to any valid state statute. If the Company becomes aware of any valid state
statute prohibiting the making of the Offer or the acceptance of Depositary
Shares pursuant thereto, the Company will make a good faith effort to comply
with such statute. If, after such good faith effort, the Company cannot comply
with such state statute, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Depositary Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
offer to be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of the Company by Merrill Lynch & Co. or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
[Ford Motor Logo]
Ford Motor Company
Notice of Offer to Purchase for Cash
Any and All Outstanding Depositary Shares
(CUSIP 345370 40 7),
Each Representing 1/2,000 of a Share of its
Series B Cumulative Preferred Stock,
at
$31.40 Per Depositary Share
Ford Motor Company, a Delaware corporation (the "Company"), hereby offers
to purchase any and all outstanding Depositary Shares (the "Depositary Shares"),
each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock,
par value $1.00 per share, liquidation preference equal to $25 per Depositary
Share, at a price of $31.40 per Depositary Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated January 22, 1998 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS
EXTENDED.
The Offer is not conditioned upon any minimum number of Depositary Shares
being tendered. The Offer is, however, subject to certain other conditions. See
Section 8 ("Certain Conditions of the Offer") of the Offer to Purchase.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
The regular quarterly cash dividend of $0.515625 per Depositary Share for
the first quarter of 1998, payable on March 2, 1998 to holders of record at the
close of business on January 30, 1998, will be paid on Depositary Shares
tendered and purchased by the Company, but no dividends will be paid in respect
of such shares for any dividend period commencing on or after March 1, 1998.
The Company is making the Offer because it believes that, given its current
financial condition and the current market price of the Depositary Shares, the
purchase of the Depositary Shares pursuant to the Offer is economically
attractive to the Company.
For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased) Depositary Shares validly tendered and not
properly withdrawn as, if and when the Company gives oral or written notice to
First Chicago Trust Company of New York (the "Depositary") of the Company's
acceptance for payment of such Depositary Shares pursuant to the Offer. Upon the
terms and subject to the conditions of the Offer, payment for Depositary Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payments from the Company
and transmitting such payments for tendering shareholders whose Depositary
Shares have been accepted for payment. Under no circumstances will interest on
the purchase price for Depositary Shares be paid, regardless of any delay in
making such payment. In all cases, payment for Depositary Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) the depositary receipts evidencing such
Depositary Shares (the "Depositary Receipts") or timely confirmation of a book
- -entry transfer of such Depositary Shares to the Depositary pursuant to the
procedures set forth in Section 5 ("Procedure for Tendering Depositary Shares")
of the Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed with any required signature
guarantees, or in the case of a book-entry transfer, an Agent's Message (as
defined in Section 5 of the Offer to Purchase) and (iii) any other documents
required under the Letter of Transmittal.
The Company expressly reserves the right in its sole discretion, at any
time and from time to time to extend for any reason the period of time during
which the Offer is open, including the occurrence of any condition specified in
Section 8 ("Certain Conditions of the Offer") of the Offer to Purchase, by
giving oral or written notice of such extension to the Depositary. Any such
extension will be followed as promptly as practicable by public announcement
thereof, such announcement thereof to be made no later than 9:00 a.m. New York
City time, on the next business day after the previously scheduled Expiration
Date of the Offer. During any such extension, all shares previously tendered and
not withdrawn will remain subject to the Offer, subject to the rights of
tendering shareholders to withdraw their Depositary Shares.
The term "Expiration Date" means 5:00 p.m. New York City time on Thursday,
February 26, 1998 unless and until the Company in its sole discretion, shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by the Company will expire.
The Company will pay to each designated Soliciting Dealer (as defined in
the Offer to Purchase) a solicitation fee of $0.375 per Depositary Share for any
Depositary Shares tendered, accepted for payment, and paid for pursuant to the
Offer (except that for transactions equal to or exceeding 2,500 Depositary
Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share
of which eighty percent (80%) shall be paid to the Dealer Manager and twenty
percent (20%) to the Soliciting Dealer (which may be the Dealer Manager)). A
Soliciting Dealer will not be entitled to a solicitation fee in respect of
Depositary Shares beneficially owned by it, as well as in certain other
circumstances. See Section 14 ("Fees and Expenses") of the Offer to Purchase.
Subject to the provisions of Section 6 ("Withdrawal Rights") of the Offer
to Purchase, Depositary Shares tendered pursuant to the Offer may be withdrawn
at any time before the Expiration Date and, unless theretofore accepted for
payment by the Company, may also be withdrawn after 5:00 p.m., New York City
time, on March 20, 1998.
For a withdrawal to be effective, the Depositary must timely receive (at
one of its addresses set forth on the back of the Offer to Purchase) a written
or facsimile transmission notice of withdrawal. Such notice of withdrawal must
specify the name of the person having tendered the Depositary Shares to be
withdrawn, the number of Depositary Shares to be withdrawn and the name of the
registered owner, if different from that of the person who tendered such
Depositary Shares. All questions as to the form and validity (including the time
of receipt) of notices of withdrawal will be determined by the company in its
sole discretion, which determination shall be final and binding on all parties.
For further details on withdrawal rights, see Section 6 of the Offer to
Purchase.
The information required to be disclosed by Rule 13e-4(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER. THOSE DOCUMENTS ARE BEING MAILED TO RECORD HOLDERS OF DEPOSITARY SHARES
AND WILL BE FURNISHED TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND
SIMILAR PERSONS WHOSE NOMINEES APPEAR ON THE COMPANY'S SHAREHOLDERS LIST OR, IF
APPLICABLE, WHO ARE LISTED AS PARTICIPANTS IN THE DEPOSITARY TRUST COMPANY'S
SECURITY POSITION LISTING, FOR SUBSEQUENT TRANSMITTAL TO BENEFICIAL OWNERS OF
DEPOSITARY SHARES.
Questions and requests for assistance or for additional copies of the Offer
to Purchase or the Letter of Transmittal may be directed to the Information
Agent or the Dealer Manager as set forth below; copies will be furnished at the
Company's expense. Shareholders may also contact their broker for assistance
concerning the Offer.
The Information Agent for the Offer is:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
or
ALL OTHERS CALL TOLL-FREE: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
250 Vesey Street
New York, New York 10281
1-888-ML4-TNDR (toll free)
(1-888-654-8637)
Attn: Susan L. Weinberg
January 22, 1998
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER DEPOSITARY SHARES (CUSIP 345370 40 7) (THE "DEPOSITARY SHARES"),
EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK,
OF
FORD MOTOR COMPANY
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 22, 1998
THE OFFER, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED.
To: FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY
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By Overnight Courier: By Facsimile Transmission: By Mail: By Hand:
(for Eligible Institutions (registered mail recommended)
First Chicago Trust Company only) First Chicago Trust Company
of New York First Chicago Trust Company of New York
Tenders & Exchanges (201) 222-4720 of New York Tenders & Exchanges
Suite 4680 or Tenders & Exchanges c/o The Depository Trust Company
14 Wall Street, 8th Floor (201) 222-4721 Suite 4660 55 Water Street, DTC TAD
New York, NY 10005 P.O. Box 2569 Vietnam Veterans Memorial Plaza
Confirm by Telephone: Jersey City, NJ 07303-2569 New York, NY 10041
(201) 222-4707
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Depositary
Shares, either (i) if depositary receipts for Depositary Shares are to be
delivered herewith or (ii) unless an Agent's Message (as defined in the
accompanying Offer to Purchase of Ford Motor Company (the "Company") (as amended
or supplemented (including documents incorporated by reference), the "Offer to
Purchase")) is utilized, if tenders of Depositary Shares are to be made by book-
entry transfer into the account of First Chicago Trust Company of New York, as
Depositary (the "Depositary"), at The Depository Trust Company ("DTC"), pursuant
to the procedures described in Section 5 of the Offer to Purchase. Holders of
Depositary Shares who tender Depositary Shares by book-entry transfer are
referred to herein as "Book-Entry Shareholders."
Shareholders who cannot deliver the depositary receipts for their
Depositary Shares to the Depositary prior to the Expiration Date (as defined in
the Offer to Purchase), who cannot complete the procedure for book-entry
transfer on a timely basis or who cannot deliver a Letter of Transmittal and all
other required documents to the Depositary prior to the Expiration Date, in any
such case, must tender their Depositary Shares pursuant to the guaranteed
delivery procedure set forth in Section 5 of the Offer to Purchase. See
Instruction 2.
FOR HELP WITH COMPLETING THIS LETTER OF TRANSMITTAL, CONTACT GEORGESON &
COMPANY INC., THE INFORMATION AGENT, AT (800) 223-2064 (TOLL FREE).
<PAGE> 2
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (each of the foregoing being referred to
as an "Eligible Institution"). Signatures on this Letter of Transmittal need not
be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder of the Depositary Shares tendered herewith and such holder has not
completed the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or (b) the
Depositary Shares tendered herewith are tendered for the account of an Eligible
Institution. If Depositary Shares are registered in the name of a person other
than the signatory on this Letter of Transmittal, or if unpurchased Depositary
Shares are to be issued to a person other than the registered holder(s), the
tendered depositary receipts must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name or names of the
registered holder(s) appear on the depositary receipts with the signature(s) on
the depositary receipts or stock powers guaranteed as aforesaid. See Instruction
5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND DEPOSITARY SHARES. This Letter of
Transmittal is to be completed by holders of Depositary Shares either if
depositary receipts are to be delivered herewith or, unless an Agent's Message
(as defined in Section 5 of the Offer to Purchase) is utilized, if tenders are
to be made pursuant to the procedure for tender by book-entry transfer set forth
in Section 5 of the Offer to Purchase. Depositary receipts for Depositary
Shares, or timely confirmation (a "Book-Entry Confirmation") of a book-entry
transfer of such Depositary Shares into the Depositary's account at DTC, as well
as this Letter of Transmittal (or a facsimile hereof), properly completed and
duly executed, with any required signature guarantees, or an Agent's Message in
the case of a book-entry delivery, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date. Delivery of documents
to DTC in accordance with DTC's procedures does not constitute delivery to the
Depositary.
If a holder of Depositary Shares desires to participate in the Offer and
time will not permit this Letter of Transmittal or Depositary Shares to reach
the Depositary before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if the
Depositary has received at one of the addresses set forth herein prior to the
Expiration Date, a letter, telegram or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering Holder, the
name(s) in which the Depositary Shares are registered and, if the Depositary
Shares are held in depositary receipt form, the depositary receipt numbers of
the Depositary Shares to be tendered, and stating that the tender is being made
thereby and guaranteeing that within 3 New York Stock Exchange ("NYSE") trading
days after the Expiration Date, the Depositary Shares in proper form for
transfer together with a properly completed and duly executed Letter of
Transmittal (and any other required documents), or a confirmation of book-entry
transfer of such Depositary Shares into the Depositary's account at DTC, will be
delivered by such Eligible Institution. A form of Notice of Guaranteed Delivery
is included in your materials or may be obtained from the Dealer Manager or
Information Agent. Unless the Depositary Shares being tendered by the
above-described method are deposited with the Depositary within the time period
set forth above (accompanied or preceded by a properly completed Letter of
Transmittal and any other required documents) or a confirmation of book-entry
transfer of such Depositary Shares into the Depositary's account at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") procedures is
received, the Company may, at its option, reject the tender.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING DEPOSITARY RECEIPTS,
THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. By
executing this Letter of Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of the Depositary
Shares for purchase.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
depositary receipt numbers and/or the number of Depositary Shares should be
listed on a separate signed schedule attached hereto.
4. PARTIAL TENDERS. (Not applicable to Book-Entry Shareholders) If fewer
than all the Depositary Shares represented by any depositary receipt delivered
to the Depositary are to be tendered, fill in the number of Depositary Shares
which are to be tendered in the box entitled "Number of Depositary Shares
Tendered". In such case, a new depositary receipt for the remainder of the
Depositary Shares represented by the old depositary receipt will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as promptly as practicable
following the Expiration Date. All Depositary Shares represented by depositary
receipts delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the depositary receipts without alteration,
enlargement or any change whatsoever.
If any of the Depositary Shares tendered hereby are held of record by two
or more persons, all such persons must sign this Letter of Transmittal.
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If any of the Depositary Shares tendered hereby are registered in different
names on different depositary receipts, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of depositary receipts.
If this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, no endorsements of depositary receipts or
separate stock powers are required unless Depositary Shares not tendered or not
purchased are to be returned in the name of any person other than the registered
holder(s). Signatures on any such depositary receipts or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Depositary Shares tendered hereby, depositary
receipts must be endorsed or accompanied by appropriate stock powers, in either
case, signed exactly as the name(s) of the registered holder(s) appear(s) on the
depositary receipts for such Depositary Shares. Signature(s) on any such
depositary receipts or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any depositary receipt or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such person so to act must be
submitted.
6. STOCK TRANSFER TAXES. The Company will pay all stock transfer taxes, if
any, applicable to the sale of any Depositary Shares pursuant to the Offer. If,
however, depositary receipts representing Depositary Shares not tendered or not
purchased are to be delivered to, or are to be issued in the name of, any person
other than the registered holder of the Depositary Shares tendered or if a
transfer tax is imposed for any reason other than the sale of Depositary Shares
pursuant to the Offer, then the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If any Depositary Shares not
tendered or not purchased are to be issued or to be returned to, a person other
than the person(s) signing this Letter of Transmittal or any depositary receipts
for Depositary Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address other than that shown above,
the appropriate boxes on this Letter of Transmittal should be completed.
8. SUBSTITUTE FORM W-9. Under the federal income tax laws, the Company may
be required to withhold 31% of the amount of any payments made to certain
shareholders or other payees with respect to the Depositary Shares purchased in
the Offer. In order to avoid such backup withholding, each tendering
shareholder, and, if applicable, each other payee, must provide such
shareholder's or payee's correct taxpayer identification number and certify that
such shareholder or payee is not subject to such backup withholding by
completing the Substitute Form W-9 set forth below. In general, if a shareholder
or payee is an individual, the taxpayer identification number is the social
security number of such individual. If the Company is not provided with the
correct taxpayer identification numbers, the shareholder or payee may be subject
to a $50 penalty imposed by the Internal Revenue Service. Certain shareholders
or payees (including, among others, all corporations and certain foreign
individual(s)) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Company that a foreign individual
qualifies as an exempt recipient, such shareholder or payee must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Depositary. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a taxpayer identification number if
you do not have one and how to complete the Substitute Form W-9 if Depositary
Shares are held in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
additional copies of the Offer to Purchase and this Letter of Transmittal may be
obtained from the Dealer Manager or the Information Agent at their respective
addresses or telephone numbers set forth below.
10. SOLICITED TENDERS. The Company will pay to a Soliciting Dealer (as
defined herein) designated as described below a solicitation fee of $0.375 per
Depositary Share for any Depositary Shares tendered, accepted for payment and
paid for pursuant to the Offer (except that for transactions equal to or
exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of
$0.250 per Depositary Share, of which eighty percent (80%) shall be paid to the
Dealer Manager and twenty percent (20%) to the designated Soliciting Dealer
(which may be the Dealer Manager)). In cases where no Soliciting Dealer is
designated, the Dealer Manager will be paid one hundred percent (100%) of the
applicable solicitation fee. For purposes of this Instruction 10, "Soliciting
Dealer" includes (i) any broker or dealer in securities, including the Dealer
Manager in its capacity as a broker or dealer, who is a member of any national
securities exchange or of the National Association of Securities Dealers, Inc.
(the "NASD"), (ii) any foreign broker or dealer not eligible for membership in
the NASD who agrees to conform to the NASD's Rules of Fair Practice in
soliciting tenders outside the United States to the same extent as though it
were an NASD member, or (iii) any bank or trust company, any one of whom has
solicited and obtained a tender pursuant to the Offer. For purposes of the
preceding definition, "solicited" shall be deemed to mean no more than
processing Depositary Shares tendered or forwarding to holders materials
regarding the Offer. No such fee shall be payable to a Soliciting Dealer in
respect of (a) Depositary Shares registered in the name of such Soliciting
Dealer unless such Depositary Shares are held by such Soliciting Dealer as
nominee and such Depositary Shares are being tendered for the benefit of one or
more beneficial owners identified on this Letter of Transmittal or on the Notice
of Solicited Tenders (included in the materials provided to
3
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brokers and dealers) or (b) Depositary Shares beneficially owned by such
Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with
respect to the tender of Depositary Shares by a holder unless this Letter of
Transmittal designates such Soliciting Dealer as such in the box captioned
"Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender
designates such Soliciting Dealer. No such fee shall be payable to the
Soliciting Dealer with respect to the tender of Depositary Shares by the holder
of record, for the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. No such fee shall be payable to a
Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited
Tenders to the Depositary within 3 business days after the Expiration Date. No
such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is
required for any reason to transfer the amount of such fee to a depositing
holder (other than itself). No broker, dealer, bank, trust company or fiduciary
shall be deemed to be the agent of the Company, the Depositary, the Information
Agent or the Dealer Manager for purposes of the Offer.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE PRECEDING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Ford Motor Company, a Delaware
corporation (the "Company"), the below-described Depositary Shares, each
representing 1/2,000 of a share of the Company's Series B Cumulative Preferred
Stock, par value $1.00 per share, liquidation preference equal to $25 per
Depositary Share, pursuant to the Company's offer to purchase any and all
Depositary Shares at a price of $31.40 per Depositary Share (the "Purchase
Price"), net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated January 22, 1998 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase, constitutes the
"Offer").
Subject to and effective upon acceptance for payment of the Depositary
Shares tendered herewith in accordance with the terms of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the undersigned hereby sells, assigns and transfers to
or upon the order of the Company all right, title and interest in and to all the
Depositary Shares that are being tendered hereby that are purchased pursuant to
the Offer and hereby irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Depositary Shares, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (a)
deliver depositary receipts for such Depositary Shares or transfer ownership of
such Depositary Shares on the account books maintained by The Depository Trust
Company ("DTC"), together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company, (b) present
depositary receipts for such Depositary Shares for cancellation and transfer on
the books of the Company and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Depositary Shares, all in accordance with
the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Depositary
Shares tendered hereby and that, when the undersigned's Depositary Shares are
accepted for purchase, the Company will acquire good, marketable and
unencumbered title to such tendered Depositary Shares, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of tendered Depositary Shares.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Depositary Shares pursuant to
any one of the procedures described in Section 5 of the Offer to Purchase and in
the instructions hereto will constitute agreements between the undersigned and
the Company upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the Purchase Price and/or return or issue the depositary
receipt(s) evidencing any Depositary Shares not tendered, not accepted for
payment or for which payment is not made, in the name(s) of the undersigned
(and, in the case of Depositary Shares tendered by book-entry transfer, by
credit to the account at DTC). Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the check for the Purchase Price
and/or the depositary receipt(s) evidencing any Depositary Shares not tendered,
not accepted for payment or for which payment is not made (and accompanying
documents, as appropriate), to the undersigned at the address shown below the
undersigned's signature(s). If both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price and/or issue or return the depositary receipt(s) evidencing any Depositary
Shares not tendered, not accepted for payment or for which payment is not made,
in the name(s) of, and deliver said check and/or depositary receipt(s) to, the
person(s) so indicated (and in the case of Depositary Shares tendered by
book-entry transfer, by credit to the account at DTC). The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions", to transfer any Depositary Shares from the name(s) of the
registered holder(s) thereof if the Company does not accept for payment or make
payment for any of the Depositary Shares so tendered.
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[COMPLETE THIS BOX.]
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DESCRIPTION OF DEPOSITARY SHARES TENDERED
- -----------------------------------------------------------------------------------------------------------------------------
NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) DEPOSITARY SHARES TENDERED
(Please fill in, if blank) (ATTACH ADDITIONAL LIST IF NECESSARY)
- -----------------------------------------------------------------------------------------------------------------------------
NUMBER
DEPOSITARY OF DEPOSITARY SHARES NUMBER OF
RECEIPT REPRESENTED BY DEPOSITARY SHARES
NUMBER(S)* DEPOSITARY RECEIPT(S)* TENDERED**
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--------------------------------------------------------------------
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Total Depositary
Shares
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* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full number of Depositary Shares represented by the tendered depositary
receipts. See Instruction 4.
[COMPLETE IF USING BOOK-ENTRY TRANSFER.]
- --------------------------------------------------------------------------------
BOOK-ENTRY TRANSFER
(See Instruction 2)
[ ] Check here if tendered depositary shares are being delivered by book-entry
transfer to the Depositary's account at DTC and complete the following:
Name of Tendering Institution..........................................
DTC Account No..........................................................
Transaction Code No.....................................................
- --------------------------------------------------------------------------------
[COMPLETE IF USING GUARANTEED DELIVERY.]
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GUARANTEED DELIVERY
(See Instruction 2)
[ ] Check here if tendered depositary shares are being delivered pursuant to a
notice of guaranteed delivery previously sent to the Depositary and
complete the following:
Name(s) of Tendering Shareholder(s)....................................
Date of Execution of Notice of Guaranteed Delivery......................
Name of Institution which Guaranteed Delivery...........................
If delivery is by book-entry transfer:
Name of Tendering Institution..........................................
DTC Account No..........................................................
Transaction Code No.....................................................
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[COMPLETE IF YOU WOULD LIKE TO DESIGNATE A SOLICITING DEALER]
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SOLICITED TENDERS
(See Instruction 10)
The Company will pay to any Soliciting Dealer, as defined in Instruction
10, a solicitation fee of $0.375 per Depositary Share tendered, accepted for
payment and paid for pursuant to the Offer (as herein defined) (except that
for transactions equal to or exceeding 2,500 Depositary Shares, the Company
will pay a solicitation fee of $0.250 per Depositary Share, of which eighty
percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to
the Soliciting Dealer (which may be the Dealer Manager)).
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:
-----------------------------------------------------------------
(Please Print)
Name of Individual Broker or Financial Consultant:
----------------------------
Identification Number (if known):
---------------------------------------------
Address:
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- -------------------------------------------------------------------------------
(Include Zip Code)
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder in connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of the Offer;
(iii) in soliciting tenders of Depositary Shares, it has used no soliciting
materials other than those furnished by the Company; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National Association of
Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
THE PAYMENT OF COMPENSATION TO ANY SOLICITING DEALER IS DEPENDENT ON SUCH
SOLICITING DEALER RETURNING A NOTICE OF SOLICITED TENDERS TO THE DEPOSITARY.
<TABLE>
[COMPLETE IF APPLICABLE.] [COMPLETE IF APPLICABLE.]
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7) (See Instructions 1, 4, 5 and 7)
<S> <C>
To be completed ONLY if the check for the To be completed ONLY if the check for the
aggregate Purchase Price of Depositary Shares aggregate Purchase Price of Depositary Shares
purchased and/or depositary receipts for purchased and/or depositary receipts for
Depositary Shares not tendered or not purchased Depositary Shares not tendered or not purchased,
are to be issued in the name of someone other are to be mailed to someone other than the
than the undersigned. undersigned, or to the undersigned at an address
Issue [ ] check to: other than that shown below the undersigned's
[ ] depositary receipts to: signature(s).
Name: Mail [ ] check to:
----------------------------------------- [ ] depositary receipts to:
(Please Print) Name:
Address: -----------------------------------------
-------------------------------------- Address:
----------------------------------------------- --------------------------------------
(Zip Code) -----------------------------------------------
(Zip Code)
-----------------------------------------------
(Taxpayer Identification No.)
</TABLE>
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[SIGN AND COMPLETE THIS BOX.]
- --------------------------------------------------------------------------------
SIGN HERE
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
depositary receipt(s) for Depositary Shares or on a security position
listing or by person(s) authorized to become registered holder(s) by
endorsed depositary receipt(s) or stock powers transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction
5.)
X
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X
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Signature(s) of Owner(s)
Dated , 1998
-------------------------------
Name(s)
-----------------------------------------------------
-------------------------------------------------------------
(Please Print)
Capacity (full title)
---------------------------------------
Address
-----------------------------------------------------
-----------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.
---------------------------------
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature
----------------------------------------
Name
--------------------------------------------------------
Title
-------------------------------------------------------
Address
-----------------------------------------------------
Name of Firm
------------------------------------------------
Area Code and Telephone Number
------------------------------
Dated , 1998
-------------------------
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[COMPLETE THIS FORM.]
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
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<S><C>
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name
of person or entity whose number you furnish in Part I below):
Check appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ] Other _____________
Address (number, street, and apt. or suite no.):________________________________________________________________________________
City, state, and ZIP code: _____________________________________________________________________________________________________
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN") PART II PAYEES EXEMPT FROM BACKUP
Enter your TIN below. For individuals, this is your social WITHHOLDING
security number. For other entities, it is your employer identification
number. Refer to the chart on page 1 of the Guidelines for Certification Check box (See page 2 of the Guidelines for
of Taxpayer Identification Number on Substitute Form W-9 (the further clarification. Even if you are
"Guidelines") for further clarification. If you do not have a TIN, see exempt from backup withholding, you should
instructions on how to obtain a TIN on page 2 of the Guidelines, check still complete and sign the certification
the appropriate box below indicating that you have applied for a TIN and, below):
in addition to the Part III Certification, sign the attached Certification [ ] EXEMPT
of Awaiting Taxpayer Identification Number.
Social Security Number: [ ] [ ] [ ] - [ ] [ ] - [ ] [ ] [ ] [ ]
[ ] Applied For
Employer Identification Number:
[ ] [ ] - [ ] [ ] [ ] [ ] [ ] [ ] [ ]
PART III CERTIFICATION
Certification Instructions: You must cross out Item 2 below if you have been notified by the Internal
Revenue Service (the "IRS") that you are currently subject to backup withholding because of underreporting interest
or dividends on your tax return.
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number
to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have
not been notified by the IRS that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
Signature _________________________________________ Date_______________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9
MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO
YOU WITH RESPECT TO THE DEPOSITARY SHARES PURCHASED PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE
BOX "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me, and either (a) I have mailed or delivered an
application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number by the time of
payment, the payer intends to withhold 31% of all reportable payments made to me.
Signature_______________________________ Date______________________
FORD MOTOR COMPANY
The American Road
Dearborn, Michigan 48121
8
</TABLE>
<PAGE> 9
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect:
(212) 440-9800
or
ALL OTHERS CALL TOLL FREE:
(800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
World Financial Center
250 Vesey Street
New York, New York 10281
1-888-ML4-TNDR (toll free)
(1-888-654-8637)
January 22, 1998
<PAGE> 1
FORD MOTOR COMPANY
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING 1/2,000 OF A SHARE OF ITS
SERIES B CUMULATIVE PREFERRED STOCK,
AT
$31.40 PER DEPOSITARY SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED.
January 22, 1998
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated January 22,
1998 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by Ford Motor
Company, a Delaware corporation (the "Company"), to purchase any and all
outstanding Depositary Shares (the "Depositary Shares"), each representing
1/2,000 of a share of its Series B Cumulative Preferred Stock, par value $1.00
per share, liquidation preference equal to $25 per Depositary Share, at a price
of $31.40 per Depositary Share, net to the seller in cash, upon the terms and
subject to the conditions of the Offer. The Company will purchase any and all
Depositary Shares validly tendered and not withdrawn, upon the terms and subject
to the conditions of the Offer.
We are the holder of record of Depositary Shares held for your account. A
tender of such Depositary Shares can be made only by us as the holder of record
and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER DEPOSITARY SHARES
HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Depositary Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the Letter of Transmittal.
We also request that you designate, in the box captioned "Solicited Tenders",
any Soliciting Dealer who solicited your tender of Depositary Shares.
Your attention is invited to the following:
1. The Offer and withdrawal rights expire at 5:00 p.m., New York City
time, on Thursday, February 26, 1998, unless the Offer is extended.
2. The Offer is not conditioned upon any minimum number of Depositary
Shares being tendered. The Offer is, however, subject to certain other
conditions, as described in Section 8 of the Offer to Purchase.
3. Any stock transfer taxes applicable to the sale of Depositary
Shares to the Company pursuant to the Offer will be paid by the Company,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
<PAGE> 2
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
If you wish to have us tender any or all of your Depositary Shares, please
so instruct us by completing, executing and returning to us the attached
instruction form. An envelope to return your instructions to us is enclosed. If
you authorize tender of your Depositary Shares, all such Depositary Shares will
be tendered unless otherwise specified on the attached instruction form. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the expiration of the Offer.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE
OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE
MADE ON BEHALF OF THE COMPANY BY MERRILL LYNCH & CO., THE DEALER MANAGER, OR ONE
OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
2
<PAGE> 3
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
OF FORD MOTOR COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated January 22, 1998 and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by Ford
Motor Company, a Delaware corporation (the "Company"), to purchase any and all
Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a
share of its Series B Cumulative Preferred Stock, par value $1.00 per share,
liquidation preference equal to $25 per Depositary Share, at $31.40 per
Depositary Share, net to the undersigned in cash.
This will instruct you to tender the number of Depositary Shares indicated
below (or, if no number is indicated below, all Depositary Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions of the Offer.
- --------------------------------------------------------------------------------
NUMBER OF DEPOSITARY SHARES TENDERED
[ ] By checking this box, all Depositary Shares held by you for the
account of the undersigned, including fractional shares, will be
tendered in the Offer. If fewer than all Depositary Shares are to be
tendered, the undersigned has checked the box below and indicated the
aggregate number of Depositary Shares to be tendered by you.
[ ] _________________ Depositary Shares*
------------
* Unless otherwise indicated, it will be assumed that all Depositary
Shares held by us for your account are to be tendered.
- --------------------------------------------------------------------------------
[SEE OTHER SIDE]
3
<PAGE> 4
Please designate in the box below any Soliciting Dealer
(as defined in Section 14 of the Offer to Purchase) who solicited your tender.
- --------------------------------------------------------------------------------
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:
Name of Firm:
-----------------------------------
(Please Print)
Name of Individual Broker
or Financial Consultant:
------------------------
Identification Number (if known):
---------------
Address:
----------------------------------------------
----------------------------------------------
(Include Zip Code)
SIGN HERE
<TABLE>
<S> <C>
X X
----------------------------------------- -----------------------------------------
Signature Signature
- ------------------------------------------ ------------------------------------------
Name Name
- ------------------------------------------ ------------------------------------------
Address Address
- ------------------------------------------ ------------------------------------------
Social Security or Taxpayer ID No. Social Security or Taxpayer ID No.
Dated: -------------------------------------------- , 1998
</TABLE>
4
<PAGE> 1
FORD MOTOR COMPANY
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING 1/2,000 OF A SHARE OF ITS
SERIES B CUMULATIVE PREFERRED STOCK,
AT
$31.40 PER DEPOSITARY SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED.
January 22, 1998
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed to act as Dealer Manager by Ford Motor Company, a
Delaware corporation (the "Company"), in connection with the Company's offer to
purchase any and all outstanding Depositary Shares (the "Depositary Shares"),
each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock,
par value $1.00 per share, liquidation preference equal to $25 per Depositary
Share, at a price of $31.40 per Depositary Share (the "Purchase Price"), upon
the terms and subject to the conditions set forth in the Company's Offer to
Purchase dated January 22, 1998 (the "Offer to Purchase") and the related Letter
of Transmittal (which together constitute the "Offer"). The Company will
purchase any and all Depositary Shares validly tendered and not withdrawn, upon
the terms and subject to the conditions of the Offer.
For your information and for forwarding to your clients for whom you hold
Depositary Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Depositary Shares and all other required documents cannot be delivered to First
Chicago Trust Company of New York (the "Depositary") by the Expiration Date (as
defined in the Offer to Purchase), or the book-entry transfer of the Depositary
Shares cannot be completed by the Expiration Date;
4. A form of letter that may be sent to your clients for whose accounts you
hold Depositary Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions and designation of
Soliciting Dealer with regard to the Offer; and
5. A letter from the Chairman of the Company to holders of Depositary
Shares that may be sent to your clients.
<PAGE> 2
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
The Company will pay to a Soliciting Dealer (as defined herein) designated
as described below a solicitation fee of $0.375 per Depositary Share for any
Depositary Shares tendered, accepted for payment and paid for pursuant to the
Offer (except that for transactions equal to or exceeding 2,500 Depositary
Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share,
of which eighty percent (80%) shall be paid to the Dealer Manager and twenty
percent (20%) to the designated Soliciting Dealer (which may be the Dealer
Manager)). In cases where no Soliciting Dealer is designated, the Dealer Manager
will be paid one hundred percent (100%) of the applicable solicitation fee. For
purposes of this letter, "Soliciting Dealer" includes (i) any broker or dealer
in securities, including the Dealer Manager in its capacity as a broker or
dealer, who is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or
dealer not eligible for membership in the NASD who agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States to
the same extent as though it were an NASD member, or (iii) any bank or trust
company, any one of whom has solicited and obtained a tender pursuant to the
Offer. For purposes of the preceding definition, "solicited" shall be deemed to
mean no more than processing Depositary Shares tendered or forwarding to holders
materials regarding the Offer.
No such fee shall be payable to a Soliciting Dealer in respect of (a)
Depositary Shares registered in the name of such Soliciting Dealer unless such
Depositary Shares are held by such Soliciting Dealer as nominee and such
Depositary Shares are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or on the Notice of Solicited
Tenders (attached to this letter) or (b) Depositary Shares beneficially owned by
such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with
respect to the tender of Depositary Shares by a holder unless the Letter of
Transmittal accompanying such tender designates such Soliciting Dealer as such
in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders
accompanying such tender designates such Soliciting Dealer. No such fee shall be
payable to the Soliciting Dealer with respect to the tender of Depositary Shares
by the holder of record, for the benefit of the beneficial owner, unless the
beneficial owner has designated such Soliciting Dealer. No such fee shall be
payable to a Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder (other than
itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to
be the agent of the Company, the Depositary, the Information Agent or the Dealer
Manager for purposes of the Offer.
2
<PAGE> 3
IN ADDITION TO THE FOREGOING CONDITIONS, IN ORDER FOR A SOLICITING DEALER
TO RECEIVE A SOLICITATION FEE, THE DEPOSITARY MUST HAVE RECEIVED FROM SUCH
SOLICITING DEALER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF SOLICITED
TENDERS IN THE FORM ATTACHED HERETO (OR FACSIMILE THEREOF) WITHIN 3 BUSINESS
DAYS AFTER THE EXPIRATION DATE. Soliciting Dealers should take care to ensure
proper record-keeping to document their entitlement to any solicitation fee.
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Depositary,
in its sole discretion, which determination will be final and binding. Neither
the Depositary nor any other person will be under any duty to give notification
of any defects or irregularities in any Notice of Solicited Tenders or incur any
liability for failure to give such notification.
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. The Company will
pay all stock transfer taxes applicable to the sale of Depositary Shares to the
Company pursuant to the Offer, subject to Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase.
Very truly yours,
MERRILL LYNCH & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE> 4
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you have solicited.
All Depositary Shares beneficially owned by a beneficial owner, whether in one
account or several, and in however many capacities, must be aggregated for
purposes of completing the tables below. Any questions as to what constitutes
beneficial ownership should be directed to the Depositary. If the space below is
inadequate, list the Depositary Shares on a separate signed schedule and affix
the list to this Notice of Solicited Tenders.
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
WITHIN THREE BUSINESS DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS OR FACSIMILE
NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. (FOR YOUR
CONVENIENCE, THE DEPOSITARY'S FACSIMILE NUMBER IS (201) 222-4720 OR (201)
222-4721; THE CONFIRMATION TELEPHONE NUMBER IS (201) 222-4707.) ALL QUESTIONS
CONCERNING NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION
AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO
PURCHASE.
BENEFICIAL OWNERS OF LESS THAN 2,500 DEPOSITARY SHARES --
SOLICITATION FEE $0.375 PER DEPOSITARY SHARE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
DTC PARTICIPANT VOI TICKET NUMBER OF SHARES NUMBER OF BENEFICIAL
NUMBER NUMBER* REQUESTED FOR PAYMENT OWNER(S) REPRESENTED
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
=================================================================================================================
=================================================================================================================
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE DEPOSITARY SHARES --
SOLICITATION FEE OF $0.250 PER DEPOSITARY SHARE
(80% TO DEALER MANAGER, 20% TO SOLICITING DEALER)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
DTC PARTICIPANT VOI TICKET NUMBER OF SHARES NUMBER OF BENEFICIAL NAME OF SOLICITING
NUMBER NUMBER* REQUESTED FOR PAYMENT OWNER(S) REPRESENTED MERRILL LYNCH DEALER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
==================================================================================================================
==================================================================================================================
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
* Complete if Depositary Shares delivered by book-entry transfer.
4
<PAGE> 5
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase (unless the undersigned
is not being compensated for such solicitation); (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than those
furnished by the Company; and (iv) if it is a foreign broker or dealer not
eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
<TABLE>
<S> <C>
- --------------------------------------------- ---------------------------------------------
Printed Firm Name Address
- --------------------------------------------- ---------------------------------------------
Authorized Signature Attention
- --------------------------------------------- ---------------------------------------------
Area Code and Telephone Number City, State, Zip Code
</TABLE>
[Please complete the payment instructions on the next page.]
5
<PAGE> 6
SOLICITATION FEE PAYMENT INSTRUCTIONS
- --------------------------------------------------------------------------------
ISSUE CHECK TO:
Firm
--------------------------------------------------------------------------
(Please Print)
Attention
--------------------------------------------------------------------------
Address
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(Include Zip Code)
Phone Number
--------------------------------------------------------------------------
Taxpayer Identification or Social Security No.
----------------------------------------------------------------
Applicable VOI Number
------------------------------- Number of Shares
--------------------------------------
- --------------------------------------------------------------------------------
If solicitation fees are to be paid to another Eligible Institution(s), please
complete the following:
- --------------------------------------------------------------------------------
ISSUE CHECK TO:
Firm
--------------------------------------------------------------------------
(Please Print)
Attention
--------------------------------------------------------------------------
Address
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(Include Zip Code)
Phone Number
--------------------------------------------------------------------------
Taxpayer Identification or Social Security No.
----------------------------------------------------------------
Applicable VOI Number
------------------------------- Number of Shares
--------------------------------------
Series
-----------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ISSUE CHECK TO:
Firm
--------------------------------------------------------------------------
(Please Print)
Attention
--------------------------------------------------------------------------
Address
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(Include Zip Code)
Phone Number
--------------------------------------------------------------------------
Taxpayer Identification or Social Security No.
----------------------------------------------------------------
Applicable VOI Number
------------------------------- Number of Shares
--------------------------------------
Series
-----------------------------------------------------
- --------------------------------------------------------------------------------
* NOTE: IF ADDITIONAL PAYMENT INSTRUCTIONS, PLEASE COPY AND ATTACH.
6
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
OF DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
OF FORD MOTOR COMPANY
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if (i) depositary receipts for Depositary
Shares (the "Depositary Shares"), each representing 1/2,000 of a share of Series
B Cumulative Preferred Stock of Ford Motor Company (the "Company") cannot be
delivered to the Depositary by the Expiration Date (as defined in the Company's
Offer to Purchase dated January 22, 1998 (the "Offer to Purchase")), (ii) the
procedure for book-entry transfer of Depositary Shares (as set forth in the
Offer to Purchase) cannot be completed by the Expiration Date or (iii) the
Letter of Transmittal (or a facsimile thereof) and all other required documents
cannot be delivered to the Depositary prior to the Expiration Date. This form,
properly completed and duly executed, may be delivered by facsimile
transmission, overnight courier, mail or hand delivery to the Depositary. See
Section 5 of the Offer to Purchase.
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY
BY FACSIMILE TRANSMISSION: (for Eligible Institutions only)
(201) 222-4720 or (201) 222-4721
Confirm Receipt by Telephone: (201) 222-4707
<TABLE>
<C> <C> <C>
BY OVERNIGHT COURIER: BY MAIL: BY HAND:
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4680 Suite 4660 c/o The Depository Trust Company
14 Wall Street, 8th Floor P.O. Box 2569 55 Water Street, DTC TAD
New York, NY 10005 Jersey City, NJ 07303-2569 Vietnam Veterans Memorial Plaza
New York, NY 10041
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal (which together constitute the "Offer"), receipt of which are hereby
acknowledged, the number of Depositary Shares specified below, pursuant to the
guaranteed delivery procedure set forth in the Offer to Purchase.
SIGN HERE
Number of Depositary Shares tendered: ..........................................
................................................................................
Depositary Receipt Nos. (if available):
................................................................................
................................................................................
If Depositary Shares will be tendered by
book-entry transfer through DTC:
Name of Tendering Institution: .................................................
................................................................................
DTC Account No.:
................................................................................
X ..............................................................................
X ..............................................................................
(Signature(s))
................................................................................
(Name(s)) (Please Print)
................................................................................
(Address)
................................................................................
(Zip Code)
................................................................................
(Area Code and Telephone No.)
[Also complete guarantee on reverse side.]
<PAGE> 2
THE FOLLOWING GUARANTEE MUST BE COMPLETED.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each,
an "Eligible Institution"), guarantees (a) that the above named person(s)
"own(s)" the Depositary Shares tendered hereby within the meaning of Rule 14e-4
under the Securities Exchange Act of 1934, as amended, (b) that such tender of
Depositary Shares complies with Rule 14e-4 and (c) to deliver to the Depositary
either the depositary receipts representing the Depositary Shares tendered
hereby, in proper form for transfer, or confirmation of the book-entry transfer
of the Depositary Shares tendered hereby into the account of the Depositary at
The Depository Trust Company, in any case together with a properly completed and
duly executed Letter(s) of Transmittal (or facsimile(s) thereof), with any
required signature guarantees (or an Agent's Message (as defined in the Offer to
Purchase)) and any other required documents within three New York Stock Exchange
("NYSE") trading days after the Expiration Date. A NYSE trading day is any day
on which the NYSE is open for business.
......................................
(Name of Firm)
......................................
(Authorized Signature)
......................................
(Name)
......................................
(Address)
......................................
(Zip Code)
Dated: ........................ ......................................
(Area Code and Telephone No.)
DO NOT SEND DEPOSITARY RECEIPTS WITH THIS FORM. YOUR DEPOSITARY RECEIPTS
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
2
<PAGE> 1
[FORD LOGO]
Ford Motor Company The American Road
Dearborn, Michigan 48121-1899
January 22, 1998
Dear Shareholder:
Ford Motor Company is offering to purchase at $31.40 per Depositary Share
any and all outstanding Depositary Shares, each representing 1/2,000 of a share
of Ford's Series B Cumulative Preferred Stock.
This tender offer makes good economic sense for Ford, given its current
financial condition and the current market price of the Depositary Shares. It
also gives shareholders the opportunity to sell their Depositary Shares at a
premium over the market price prevailing prior to the announcement of this
offer.
Ford, its Board of Directors and its executive officers make no
recommendation as to whether you should tender your Depositary Shares. That's
your decision. I encourage you to read the enclosed Offer to Purchase before
deciding. If you choose to participate in the offer, please follow the
instructions in the enclosed materials.
If you have any questions, please call the Information Agent or the Dealer
Manager at the phone numbers on the back cover of the enclosed Offer to
Purchase. Thank you.
Very truly yours,
/s/ ALEX TROTMAN
Alex Trotman
Chairman of the Board of Directors,
President and Chief Executive Officer
cc: First Chicago Trust Company of New York,
Depositary for Series B
Cumulative Preferred Stock
<PAGE> 1
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------- -----------------
<S> <C>
1. An individual's The individual
account
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first
individual on the
account(1)
3. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
4. a. The usual The grantor-trustee(1)
revocable savings
trust (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid
trust under state
law
5. Sole proprietorship The owner(3)
6. A valid trust, The legal entity (Do not
estate, or pension furnish the identifying
trust number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(4)
</TABLE>
<TABLE>
<CAPTION>
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------- -----------------
<S> <C>
7. Corporate account The corporation
8. Religious, The organization
charitable, or
educational
organization account
9. Partnership account The partnership
10. Association, club, or The organization
other tax-exempt
organization
11. A broker or The broker or nominee
registered nominee
12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
</TABLE>
- ---------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show your individual name. You may also enter your business or "doing
business as" name. You may use either your social security number or your
employer identification number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
NOTE: SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE UNLESS OTHERWISE
NOTED.
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and a person registered under the Investment Advisors Act
of 1940 who regularly acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except a corporation
(other than certain hospitals described in Regulations section 1.6041-3(c)) that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (1) through (5) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7), if the account satisfies the
requirements of section 401(f)(2).
(2) The United States or any of its agencies or instru-mentalities.
(3) A state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries, Inc.,
Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends that generally are exempt from
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest that generally are exempt from backup withholding
include the following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payor.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
Exempt payees described above should file substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NON-RESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations promulgated thereunder.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must generally withhold 31% of taxable interest,
dividends and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your correct taxpayer identification number to a requester, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE> 1
SUMMARY INSTRUCTIONS FOR PARTICIPATION IN TENDER OFFER
1. CHECK CONTENTS OF PACKAGE. Before proceeding, please ensure that this
package contains the following materials:
- Letter from Alex Trotman, Chairman of the Board of Directors,
President and Chief Executive Officer of Ford Motor Company
- Offer to Purchase dated January 22, 1998
- Letter of Transmittal (printed on blue paper) bearing a pre-printed
label with your account number and address (accompanied by
Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9 (printed on white paper))
- Notice of Guaranteed Delivery (printed on gray paper)
- Return envelope addressed to First Chicago Trust Company of New
York, the Depositary for the Offer
2. REVIEW MATERIALS CAREFULLY BEFORE DECIDING TO TENDER. Please review all
enclosed materials carefully before deciding to participate in the
Offer. If your Depositary Shares are held by a broker or bank for your
account and you decide to participate, you must contact your broker or
bank and instruct them to tender your Depositary Shares on your behalf.
(If you have so instructed your bank or broker, you do not need to
proceed with instructions 3 and 4 below.) If your Depositary Shares are
registered in your name and you decide to participate, you must continue
with instruction 3 and 4 below.
3. COMPLETE THE LETTER OF TRANSMITTAL. You must do the following to
complete the Letter of Transmittal:
- Read the body of the transmittal letter and the "Instructions" on
pages 1-4.
- Complete the box entitled "Description of Depositary Shares
Tendered" (page 5)
- Complete, sign and date the box entitled "Sign Here" (page 7)
- Complete, sign and date the "Substitute Form W-9" and, if
applicable, the box entitled "Certificate of Awaiting Taxpayer
Identification Number" (page 8)
- Some portions of the Letter of Transmittal should only be completed
if applicable:
- If you cannot deliver your depositary receipt(s) to the
Depositary before the Expiration Date, an Eligible Institution
(as defined in instruction 1 in the Letter of Transmittal) must
guarantee delivery of your Depositary Shares. The Eligible
Institution must complete the box entitled "Guaranteed Delivery"
on page 5 and submit the separate document entitled "Notice of
Guaranteed Delivery".
- If your tender has been solicited by a Soliciting Dealer, the
name of the firm and the name of the individual broker or
financial consultant should be identified in the box entitled
"Solicited Tenders" on page 6.
- If you would like any of your tendered but unpurchased Depositary
Shares, or the check for your purchased Depositary Shares, to be
issued in the name of someone other than the current holder or to
be mailed to someone other than the current holder (or to the
current holder at an address other than that shown following
their signature), complete, as applicable, the boxes entitled
"Special Payment Instructions" and "Special Delivery
Instructions" on page 6.
4. MAIL UNSIGNED DEPOSITARY SHARE RECEIPTS AND SIGNED LETTER OF TRANSMITTAL
TO THE DEPOSITARY. Send the Letter of Transmittal together with your
depositary receipt(s) representing the Depositary Shares to First
Chicago Trust Company of New York, the Depositary, at the mailing
address shown on the Letter of Transmittal. (For your convenience, a
return envelope is included in this package.) Use of registered mail is
recommended. If you choose to use a courier service, use the overnight
courier address shown on the Letter of Transmittal. (Eligible
Institutions may tender by book-entry transfer. See instruction 2 in the
Letter of Transmittal and the box entitled "Book-Entry Transfer".)
IF YOU HAVE ANY QUESTIONS, HAVE NOT RECEIVED THE LETTER OF TRANSMITTAL OR OTHER
DOCUMENTS PERTAINING TO THE OFFER, OR NEED OTHER ASSISTANCE IN COMPLETING THE
LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT: GEORGESON & COMPANY
INC., WALL STREET PLAZA, NEW YORK, NEW YORK 10005, (800) 223-2064 (TOLL FREE).
<PAGE> 1
[MERRILL LYNCH LETTERHEAD]
================================================================================
M.L. DEALER MANAGER ATTENTION: REGIONAL MANAGERS
SALES MANAGERS
FINANCIAL CONSULTANTS
JANUARY 22, 1998
[FORD LOGO]
FORD MOTOR COMPANY
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7),
EACH REPRESENTING
1/2,000 OF A SHARE OF ITS SERIES B CUMULATIVE PREFERRED STOCK,
AT
$31.40 PER DEPOSITARY SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. MERRILL LYNCH'S
FINAL DATE TO ENTER INSTRUCTIONS IS WEDNESDAY, FEBRUARY 25, 1998 (6:30 P.M.,
NEW YORK CITY TIME)
SUMMARY HIGHLIGHTS
- - HOLDERS OF THE DEPOSITARY SHARES SHOULD BE ADVISED OF THE FOLLOWING: FORD
HAS AGREED TO PAY THE DEALER MANAGER, UPON ACCEPTANCE FOR PAYMENT OF
DEPOSITARY SHARES PURSUANT TO THE OFFER, A FEE OF $0.125 PER DEPOSITARY
SHARE PURCHASED IN THE OFFER.
- - FORD WILL PAY TO EACH DESIGNATED SOLICITING DEALER (AS DEFINED IN THE
OFFER TO PURCHASE) A SOLICITATION FEE OF $0.375 PER DEPOSITARY SHARE FOR
ANY DEPOSITARY SHARES TENDERED, ACCEPTED FOR PAYMENT, AND PAID FOR
PURSUANT TO THE OFFER (EXCEPT THAT FOR TRANSACTIONS EQUAL TO OR EXCEEDING
2,500 DEPOSITARY SHARES, FORD WILL PAY A SOLICITATION FEE OF $0.250 PER
DEPOSITARY SHARE. A SOLICITING DEALER WILL NOT BE ENTITLED TO A
SOLICITATION FEE FOR DEPOSITARY SHARES BENEFICIALLY OWNED BY SUCH
SOLICITING DEALER. SEE SECTION 14. "FEES AND EXPENSES" IN THE OFFER TO
PURCHASE.
- - Ford is offering to purchase any and all of the outstanding Depository
Shares at the purchase price per Depositary Share listed above, net to the
seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the Letter of Transmittal (which together
constitute the "Offer"). Ford will purchase all Depositary Shares validly
tendered and not withdrawn, upon the terms and subject to the conditions
of the Offer. See Section 8. "Certain Conditions of the Offer" in the
Offer to Purchase.
- - The regular quarterly cash dividend of $0.515625 per Depositary Share for
the first quarter of 1998, payable on March 2, 1998 to holders of record
at the close of business on January 30, 1998, will be paid on Depositary
Shares tendered and purchased by the Company, but no dividends will be
paid in respect of such shares for any dividend period commencing on or
after March 1, 1998. See Section 9. "Price Range of the Depositary
Shares; Dividends" in the Offer to Purchase.
- - Ford is making the Offer because it believes that, given its current
financial condition (including its substantial current cash and cash
equivalents position) and the current market price of the Depositary
Shares, the purchase of the Depositary Shares pursuant to the Offer is
economically attractive to the Company. See Section 1. "Purpose of the
Offer; Certain Effects of the Offer; Plans of the Company After the Offer"
in the Offer to Purchase.
- - The Offer for Depositary Shares is not conditioned upon any minimum number
of Depositary Shares being tendered. See Section 8. "Certain Conditions
of the Offer" in the Offer to Purchase.
- - Tendered Depositary Shares may be withdrawn at any time until the
Expiration Date of the Offer and, if not yet accepted for payment, may be
withdrawn after 5:00 p.m. New York City time, on March 20, 1998. See
Section 6. "Withdrawal Rights" in the Offer to Purchase.
- - On January 21, 1998, the closing price per Depository Share as reported on
the NYSE Composite Tape was $29.6875.
FOR INTERNAL USE ONLY
This memorandum relates to a Tender Offer. It is merely a summary for
informational purposes for Merrill Lynch personnel; it should be read with and
is qualified in its entirety by the Offering Document(s). Under no
circumstances may a copy of this report be shown, quoted or given to any member
of the public. Under no circumstances is it to be used or considered as a
recommendation to buy or sell any security and is not to be used to solicit
tenders of shares. All Financial Consultants should read the Offer to Purchase
and the accompanying Letter of Transmittal before discussing the Tender Offer
with Shareholders.
-1-
<PAGE> 2
SUMMARY
This general summary is provided solely for the convenience of Merrill
Lynch personnel and is qualified in its entirety by reference to the full text
and more specific details contained in the Offer to Purchase and the
related Letter of Transmittal and any amendments thereto.
The Company............. Ford Motor Company
The Depositary Shares... Depositary Shares, each representing 1/2,000 of a
share of Series B Cumulative Preferred Stock, par
value $1.00 per share, liquidation preference equal
to $25 per Depositary Share, of the Company.
Number of Depositary
Shares Sought........... 20,326,463 (all of the Depositary Shares outstanding).
Purchase Price.......... $31.40 per Depositary Share, net to the seller in
cash. See Section 9. "Price Range of the Depositary
Shares; Dividends" in the Offer to Purchase.
Expiration Date of
Offer................... Thursday, February 26, 1998, at 5:00 p.m., New York
City time, unless extended. Merrill Lynch's final
date to enter instructions is Wednesday, February 25,
1998, at 6:30 p.m., New York City Time.
How to Tender Depositary
Shares.................. See Section 5. "Procedure for Tendering Depositary
Shares" in the Offer to Purchase. For further
information, call the Information Agent or the Dealer
Manager or consult your broker for assistance.
Withdrawal Rights....... Tendered Depositary shares may be withdrawn at any
time until the Expiration Date of the Offer and, if
not yet accepted for payment, may be withdrawn after
5:00 p.m., New York City time, on March 20, 1998.
See Section 6. "Withdrawal Rights" in the Offer to
Purchase.
Purpose of the Offer.... The Company is making the Offer because it believes
that, given its current financial condition
(including its substantial current cash and cash
equivalents position) and the current market price of
the Depositary Shares, the purchase of the Depositary
Shares pursuant to the Offer is economically
attractive to the Company. See Section 1. "Purpose
of the Offer; Certain Effects of the Offer; Plans of
the Company After the Offer" in the Offer to
Purchase.
Market Price of
Depositary Shares....... On January 21, 1998, the closing price per Depositary
Share as reported on the NYSE Composite Tape was
$29.6875. Shareholders are urged to obtain a current
market quotation for the Depositary Shares. See
Section 9. "Price Range of the Depositary Shares;
Dividends" in the Offer to Purchase.
Dividends............... The regular quarterly cash dividend of $0.515625 per
Depositary Share for the first quarter of 1998,
payable on March 2, 1998 to holders of record at the
close of business on January 30, 1998, will be paid
on Depositary Shares tendered and purchased by the
Company, but no dividends will be paid in respect of
such shares for any dividend period commencing on or
after March 1, 1998. See Section 9. "Price Range of
the Depositary Shares; Dividends" in the Offer to
Purchase.
Brokerage Commissions... Not payable by shareholders.
-2-
<PAGE> 3
Solicitation Fee........ The Company will pay to each designated Soliciting
Dealer (as defined in the Offer to Purchase) a
solicitation fee of $0.375 per Depositary Share for
any Depositary Shares tendered, accepted for payment,
and paid for pursuant to the Offer (except that for
transactions equal to or exceeding 2,500 Depositary
Shares, the Company will pay a solicitation fee of
$0.250 per Depositary Share of which eighty
percent (80%) shall be paid to the Dealer Manager and
twenty percent (20%) to the designated Soliciting
Dealer (which may be the Dealer Manager)). A
Soliciting Dealer will not be entitled to a
solicitation fee for Depositary Shares beneficially
owned by it, as well as in certain other
circumstances. See Section 14. "Fees and Expenses" in
the Offer to Purchase. Holders of the Depositary
Shares should be advised of the following: Ford has
agreed to pay the Dealer Manager, upon acceptance for
payment of Depositary Shares pursuant to the Offer, a
fee of $0.125 per Depositary Share purchased in the
Offer.
Stock Transfer Tax...... The Company will pay any applicable stock transfer
taxes, except as provided in Instruction 6 of the
Letter of Transmittal.
Payment Date............ As soon as practicable after the Expiration Date of
the Offer.
Further Information..... Additional copies of the Offer to Purchase and the
Letter of Transmittal may be obtained by contacting
Georgeson & Company Inc., Wall Street Plaza, New
York, New York 10005 Tel: (800) 223-2064 (toll
free); Banks and Brokers may call collect (212)
440-9800. Questions about the Offer should be
directed to Merrill Lynch & Co. (toll-free) at
(888)ML4-TNDR ((888) 654-8637).
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Sales of Depositary Shares by shareholders pursuant to the Offer will be
taxable transactions. In the case of a shareholder who actually or
constructively owns solely Depositary Shares, or not more than one percent of
such stock and not more than one percent of any other class of stock of the
Company, gain or loss will be recognized in an amount equal to the difference
between the amount of cash received by the shareholder pursuant to the Offer
and the shareholder's tax basis in the Depositary Shares sold pursuant to the
Offer, and will be capital gain or loss if the Depositary Shares are held as
capital assets. The net amount of such capital gain recognized by an
individual shareholder generally will be subject to tax at a maximum rate of
(i) 28%, provided that the Depositary Share is held for more than one year but
not more than 18 months, and (ii) 20%, provided that the Depositary Share is
held for more than 18 months. Generally, lower maximum rates apply to
shareholders in lower tax brackets.
Holders of Depositary Shares who actually or constructively own more than
one percent of any other class of stock of the Company are advised to consult
their tax advisors as to the income tax consequences of selling Depositary
Shares pursuant to the Offer.
FEDERAL BACKUP WITHHOLDING
Unless an exemption applies under the applicable law and regulations
concerning "backup withholding" of Federal income tax, the Depositary will be
required to withhold, and will withhold, 31% of the gross proceeds otherwise
payable to a shareholder or other payee pursuant to the Offer unless the
Shareholder or other payee provides such person's tax identification number
(social security number or employer identification number) and certifies that
such number is correct. Each tendering shareholder, other than a noncorporate
foreign shareholder, should complete and sign the main signature form and the
Substitute Form W-9 included as part of the Letter of Transmittal, so as to
provide the information and certification necessary to avoid backup
withholding, unless an applicable exemption exists and is proved in a manner
satisfactory to the Company and the Depositary. Noncorporate foreign
shareholders should generally complete and sign a Form W-8, Certificate of
Foreign Status, a copy of which may be obtained from the Depositary, in order
to avoid backup withholding.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the proper information is submitted to the Internal
Revenue Service.
-3-
<PAGE> 4
CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY AFTER THE OFFER
See the Offer to Purchase for a complete discussion in "Certain Effects of
the Offer; Plans of the Company After the Offer."
The credit ratings of the Series B Preferred Stock by Moody's Investors
Service ("Moody's") and Standard & Poor's Rating Group ("S&P") are "a2" and
"A-", respectively. On January 5, 1998, Moody's confirmed such credit rating
and changed its outlook for the Company from "stable" to "negative". There can
be no assurance that the ratings of the Company's preferred stock will not be
lowered by one or both of these or other rating agencies during or following
the Offer.
The purchase of Depository Shares pursuant to the Offer will reduce the
number of holders of Depositary Shares and the number of Depositary Shares
that might otherwise trade publicly, and, depending upon the number of
Depositary Shares so purchased, could adversely affect the liquidity and market
value of the remaining Depositary Shares held by the public.
Depending upon the number of Depositary Shares purchased pursuant to the
Offer, the Depositary Shares may no longer meet the requirements of the NYSE
for continued listing. As of January 21, 1998, there were 20,326,463 issued
and outstanding Depositary Shares. According to the NYSE's published
guidelines, the NYSE would consider delisting the Depositary Shares if, among
other things, the number of publicly held Depositary Shares should fall below
100,000 or the aggregate market value of publicly held Depositary Shares should
fall below $2,000,000. If, as a result of the purchase of Depositary Shares
pursuant to the Offer or otherwise, the Depositary Shares no longer meet the
requirements of the NYSE for continued listing and the listing of the
Depositary Shares is discontinued, the market for the Depositary Shares could
be adversely affected.
In the event of the delisting of the Depositary Shares by the NYSE, it is
possible that the Depositary Shares would continue to trade on another
securities exchange or in the over-the-counter market and that price quotations
would be reported by such exchange, by the NASD through the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or by
other sources. The extent of the public market for the Depositary Shares and
the availability of such quotations would, however, depend upon such factors as
the number of shareholders remaining at such time, the interest in maintaining
a market in the Depositary Shares on the part of securities firms, the possible
termination of registration under the Securities Exchange Act of 1934 (the
"Exchange Act") as described below, and other factors.
The Depositary Shares are presently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System, which has
the effect, among other things, of allowing brokers to extend credit on the
collateral of such securities. If the Depositary Shares remain listed on the
NYSE, they will continue to be "margin securities." If the Depositary Shares
were delisted, depending upon factors similar to those described above, they
might no longer constitute "margin securities" for purposes of the margin
regulations of the Board of Governors of the Federal Reserve System, and,
therefore, could no longer be used as collateral for loans made by brokers.
The Depositary Shares are currently registered under the Exchange Act.
Registration of the Depositary Shares under the Exchange Act may be terminated
upon application of the Company to the Securities and Exchange Commission if
the Depositary Shares are neither held by 300 or more holders of record nor
listed on a national securities exchange. Termination of registration of the
Depositary Shares under the Exchange Act would make certain provisions of the
Exchange Act, such as the requirements of Rule 13e-3 thereunder with respect to
"going private" transactions, no longer applicable in respect of the Depositary
Shares. If registration of the Depositary Shares under the Exchange Act were
terminated, the Depositary Shares would no longer be "margin securities" or be
eligible for NASDAQ reporting.
All Depositary Shares purchased by the Company pursuant to the Offer will
be exchanged by the Company for the related Series B Preferred Stock which will
in turn be retired, cancelled and thereafter returned to the status of
authorized but unissued shares of the Company's preferred stock. Any share of
Series B Preferred Stock (and the corresponding Depositary Shares) remaining
outstanding after the Offer will continue to be redeemable at the option of the
Company on and after December 1, 2002. Upon liquidation or dissolution of the
Company, holders of the Series B Preferred Stock are entitled to receive a
liquidation preference of $50,000 per share of Series B Preferred Stock (equal
to $25 per Depositary Share), plus an amount equal to accrued and unpaid
dividends thereon to the date or payment, prior to the payment of any amounts
to the holders of the Company's Common and Class B Stock.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST
DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY
SHARES TO TENDER.
-4-
<PAGE> 5
REORGANIZATION ORDER ENTRY
SUMMARY PAGE
Outlined below is the Merrill Lynch Security Number and related Reorg Plan
Symbol to be utilized in the Ford Motor Company Offering:
ISSUE DESCRIPTION M.L. SECURITY # REORG PLAN SYMBOL
- ------------------------------------------ --------------- -----------------
Depositary Shares representing 1/2000 of a
Series B Cumulative Pfd Stock 275W7 X00019
MERRILL LYNCH'S FINAL DATE TO ENTER INSTRUCTIONS WILL BE ON
WEDNESDAY, FEBRUARY 25, 1998 (6:30 P.M., NEW YORK CITY TIME)
-5-
<PAGE> 6
ORDER ENTRY PROCEDURES FOR TENDERING
Ford Motor Company
The offer outlined is eligible for "on-line" order entry and can be accessed
via the Bridge System.
To enter instructions to participate in the offer, please follow these steps:
To obtain direct access to the Order Entry Screen - enter OEE in the function
field and REO in the select field. The following formatted screen will appear
- - please fill in the appropriate fields indicated.
REORGANIZATION ORDER ENTRY
SECURITY NBR: 275W7 QTY: (# of shs to be tendered)
PLAN SYMBOL: X00019
PRICE: (does not apply)
PRORATION QTY: (does not apply)
ACCT #: (CUSTOMER ACCOUNT) FC #: ????
CONDITION * CONDITION DATE *
P&S: (does not apply)
TRANSFER ACCT:
CFM QTY: ( REPEAT QTY OF SHS)
ORDER READ TO CUST Y/N: Y
Upon completion of the screen, hit ENTER - the system will edit the instruction
on-line and highlight any problems with the instruction. Once reviewed and
accepted, enter OK in the action field and hit ENTER to input your instruction.
All instructions, once input can be viewed on OIF.
* The CONDITION and COND DATE fields are to be used when Ford shares are being
deposited and are not currently long in the account. To enter instructions on
the condition that the securities are being deposited, enter DEP in the
condition field, and the DATE (MMDDYY) in the con date field.
NOTE: IN ADDITION, THE ABOVE FORMATTED SCREEN CAN BE ACCESSED WHILE REVIEWING
THE CASHIERS MEMO IN THE RCI FUNCTION BY ENTERING OE IN THE ACTION FIELD.
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ORDER ENTRY INSTRUCTION FOR SHARES BEING DEPOSITED WITH MERRILL LYNCH
REORGANIZATION ORDER ENTRY
SECURITY NBR : 275W7 QTY : (# of shs to be tendered)
PLAN SYMBOL : X00019
PRICE: (does not apply)
PRORATION QTY : (does not apply)
ACCT #: (customer account) FC # : ????
CONDITION : DEP CONDITION DATE : MMDDYY
P&S: (does not apply)
TRANSFER ACCT :
CFM QTY : ( repeat qty of shs to be tendered)
ORDER READ TO CUST Y/N : Y
FOR THOSE OFFICES UNABLE TO ACCESS THE OEE (AUTOMATED ORDER ENTRY), YOU MAY
ENTER A FORMATTED INSTRUCTION ON A CODE 18 TO WIRECALL - TND - BY FILLING IN A
SELL ORDER LIKE THE ONE SHOWN
[CHART]
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INFORMATION SOURCES
-------------------
Questions about the Offer and Tender procedures should be directed to:
TAXABLE DEBT MARKETING
Eastern Sales Division (212) 449-5984
Western Sales Division (212) 449-5981
Central Sales Division (212) 449-5993
See PRI PFD/15
DEBT CAPITAL MARKETS/LIABILITY MANAGEMENT/INVESTMENT BANKING
Joseph Lance (212) 449-4908
Susan Weinberg (212) 449-4914
John Fallon (212) 449-7668
Jim Cooney (212) 449-9719
Toll Free (888) ML4-TNDR
or (888) 654-8637
Questions regarding Order Entry procedures please call:
Reorganization Department (201) 557-2152
For current update, see: RCI_REORG/275W7
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