SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
___________
FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plan)
___________
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be registered offering price per aggregate offering registration
be registered obligation price** fee
- ------------------------- ------------------------ ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations* $100,000,000 100% $100,000,000 $29,500.00
- ------------------------- ------------------------ ------------------------ ------------------------ ================
</TABLE>
* The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
** Estimated solely for the purpose of determining the registration fee.
==============================================================================
<PAGE>
FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-20725 and 33-62227 are
incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Ford Motor Company ("Ford") filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for Ford's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of Ford's Common Stock contained in registration
statement no. 33-43085 filed by Ford under the Securities Act of 1933
(the "1933 Act").
All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 8. Exhibits.
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Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as Exhibit 4.1 to
Registration Statement No. 33-62227 and incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan, effective October 1,
1995. Filed as Exhibit 10-T-1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan, effective October 1,
1996. Filed as Exhibit 4.3 to Registration Statement No. 333-20725 and
incorporated herein by reference.
<PAGE>
-3-
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of
October 1, 1997. Filed with this Registration Statement.
Exhibit 4.5 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of
January 1, 1998. Filed with this Registration Statement
Exhibit 5.1 - Opinion of Peter Sherry, Jr., an Assistant Secretary and Counsel of Ford Motor
Company, with respect to the legality of the securities being registered
hereunder. Filed with this Registration Statement.
Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor Company, with respect to
compliance requirements of the Employee Retirement Income Security Act of 1974.
Filed with this Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding unaudited interim
financial information. Filed with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this
Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration
Statement No. 333-27993 and incorporated herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing signature pursuant to a
power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 333-27993
and incorporated herein by reference.
</TABLE>
<PAGE>
-4-
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 11th day of
March, 1998.
FORD MOTOR COMPANY
By: Alex Trotman*
------------------------------------
(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) March 11, 1998
- --------------------------
(Alex Trotman)
Michael D. Dingman* Director March 11, 1998
- --------------------------
(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company March 11, 1998
- --------------------------
(Edsel B. Ford II)
William Clay Ford* Director March 11, 1998
- --------------------------
(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee March 11, 1998
- --------------------------
(William Clay Ford, Jr.)
</TABLE>
<PAGE>
-6-
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Signature Title Date
--------- ----- ----
<S> <C> <C>
Irvine O. Hockaday, Jr.* Director March 11, 1998
- ---------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director March 11, 1998
- ---------------------------
Marie-Josee Kravis)
Ellen R. Marram* Director March 11, 1998
- ---------------------------
(Ellen R. Marram)
Homer A. Neal* Director March 11, 1998
- ---------------------------
(Homer A. Neal)
Carl E. Reichardt* Director March 11, 1998
- ---------------------------
(Carl E. Reichardt)
John L. Thornton* Director March 11, 1998
- ---------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) March 11, 1998
- ---------------------------
(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) March 11, 1998
- ---------------------------
(William J. Cosgrove)
</TABLE>
*By:/s/ K. S. Lamping
-----------------------
(K. S. Lamping,
Attorney-in-Fact)
<PAGE>
-6-
EXHIBIT INDEX
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<CAPTION>
Sequential Page
at Which Found
(or Incorporated
by Reference)
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Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as Exhibit
4.1 to Registration Statement No. 33-62227 and incorporated herein by
reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan, effective
October 1, 1995. Filed as Exhibit 10-T-1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective October 1, 1996. Filed as Exhibit 4.3 to Registration
Statement No. 333-20725 and incorporated herein by reference.
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1997. Filed with this Registration
Statement.
Exhibit 4.5 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of January 1, 1998. Filed with this Registration
Statement.
Exhibit 5.1 - Opinion of Peter Sherry, Jr., an Assistant Secretary and Counsel
of Ford Motor Company, with respect to the legality of the
securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding unaudited
interim financial information. Filed with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 333-27993 and incorporated herein by
reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration
Statement No. 333-27993 and incorporated herein by reference.
</TABLE>
Exhibit 4.4
AMENDMENT TO
FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
(Effective as of October 1, 1997)
Paragraph (n) of Section 2 is amended to read as follows:
"(n) The term 'subsidiary' shall mean (i) any corporation a majority of the
voting stock of which is owned directly or indirectly by the Company or
(ii) any limited liability company a majority of the membership interest
of which is owned directly or indirectly by the Company."
Exhibit 4.5
AMENDMENTS TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
(Effective as of January 1, 1998, subject to shareholder
approval of terms of Annual Incentive Compensation Plan)
The following new paragraphs (o) and (p) are added to Section 2:
"(o) The term 'AIC Plan' shall mean the Ford Motor Company Annual Incentive
Compensation Plan, as amended."
"(p) The term 'RPM Plan' shall mean the Ford Motor Credit Company Rewarding
Performance Management Plan, as amended."
Paragraph (b) of Section 4 is amended to read as follows:
"(b) Supplemental Compensation Deferrals. Subject to any limitations
determined under paragraph (a) or paragraph (e) of this Section 4, U. S.
employees who are eligible to participate in the SSIP and who receive an
award or an installment of an award of supplemental compensation for 1995
or any subsequent year under the SC Plan are eligible to defer payment
under the Plan from 1% to 100%, in 1% increments, of such amount net of
applicable taxes, but not less than $1,000, provided that such employees
are actively employed by the Company both at the time of the election to
defer and at the time the award or installment would otherwise be payable
in the absence of such deferral."
The first sentence of paragraph (c) of Section 4 is amended to read as follows:
"Subject to any limitations determined under paragraph (a) or paragraph (e)
of this Section 4, U. S. employees who are eligible to participate in both
(i) the SSIP and (ii) the SC Plan or, for 1998 or any subsequent year, the
AIC Plan or the RPM Plan, and who are actively employed by the Company in
salary grade 11 or above or the equivalent at the time a salary deferral
election is made are eligible to defer payment of from 1% to 50% of base
salary in 1% increments, provided that the Compensation and Option
Committee has determined that base salary deferrals may be made for the
employment period covered by such deferral. Notwithstanding the foregoing,
the Compensation and Option Committee may impose such additional
limitations on eligibility as it deems appropriate in its sole discretion."
Paragraph (d) of Section 4 is amended to read as follows:
"(d) Deferrals of Incentive Compensation. Subject to any limitations
determined under paragraph (a) or paragraph (e) of this Section 4, U. S.
employees who are eligible to participate in both (i) the SSIP and (ii) the
SC Plan or, for 1998 or any subsequent year, the AIC Plan or the RPM Plan,
and who are actively employed by the Company at the time an election is
made to defer payment of an award payable under the 1990 Plan or other
incentive compensation plan are eligible to defer payment of from 1% to
100%, in 1% increments, of such award net of applicable taxes, but not less
than $1,000 or the equivalent value determined at the time of the deferral,
provided that (i) the Compensation and Option Committee has determined that
deferrals may be made for such awards and (ii) such employees are actively
employed by the Company both at the time of the election to defer and at
the time the award would otherwise be payable in the absence of such
deferral."
<PAGE>
The following new paragraph (f) is added to Section 4:
"(f) Deferrals of Awards Under AIC Plan or RPM Plan. Notwithstanding
anything contained in the Plan to the contrary, subject to any limitations
determined under paragraph (a) or paragraph (e) of this Section 4, U. S.
employees who are eligible to participate in the SSIP and who receive an
award payable only in cash under the AIC Plan or the RPM Plan are eligible
to defer payment under the Plan from 1% to 100%, in 1% increments, of such
amount net of applicable taxes, but not less than $1,000, provided that
such employees are actively employed by the Company in salary grade 11 or
above or the equivalent both at the time of the election to defer and at
the time the award would otherwise be payable in the absence of such
deferral. Unless otherwise determined by the Compensation and Option
Committee, deferrals of cash awards under the AIC Plan or the RPM Plan
shall be subject to the same terms and conditions of the Plan that apply to
deferrals of awards of supplemental compensation under the SC Plan. For
purposes of the Plan, any references to awards or payments of supplemental
compensation shall be deemed to cover cash awards or cash payments under
the AIC Plan and the RPM Plan."
Exhibit 5.1
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
March 11, 1998
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the obligations of the Company under the Company's Deferred
Compensation Plan (the "Plan") to pay in the future the value of the deferred
compensation accounts, as defined in the Plan, adjusted to reflect the
performance, whether positive or negative, of the selected measurement
investment options during the deferral period, in accordance with the terms of
the Plan (the "Obligations").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Obligations being registered under the Registration Statement,
and all such Obligations issued in accordance with the Plan will be legally
issued, fully paid and non-assessable when the Registration Statement shall have
become effective and the Company shall have received therefor the consideration
provided in the Plan.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Peter Sherry, Jr.
Peter Sherry, Jr.
Assistant Secretary
and Counsel
Exhibit 5.2
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
March 11, 1998
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
relating to the Company's Deferred Compensation Plan (the "Plan").
As an Attorney of the Company, I am familiar with the affairs of the
Company, including the action taken by the Company in connection with the Plan.
I have examined, or caused to be examined, the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions
of the Plan. I also have examined or caused to be examined such other documents
and instruments and have made such further investigation as I have deemed
appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that in general the Plan is
exempt from ERISA's requirements. However, to the extent a limited statement to
the United States Department of Labor (the "DOL") is required to meet the
reporting and disclosure requirements under ERISA regulations, that statement
has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/J. Gordon Christy
J. Gordon Christy
Attorney
Exhibit 15
Coopers & Lybrand L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our reports dated April 16, 1997, July 14, 1997 and October
13, 1997 accompanying the unaudited interim financial information of Ford Motor
Company and Subsidiaries for the periods ended March 31, 1997 and 1996, June 30,
1996 and 1997 and September 30, 1996 and 1997, and included in the Ford Motor
Company Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997, respectively, are incorporated by
reference in this Registration Statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, these reports should not be considered a part of the
Registration Statement prepared or certified by us within the meaning of
Sections 7 and 11 of the Act.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
March 6, 1998
Exhibit 23
Coopers & Lybrand L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration Statement of
our report dated January 27, 1997 on our audits of the consolidated financial
statements of Ford Motor Company at December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, which report is included in the
Company's 1996 Annual Report on Form 10-K and of our report dated January 26,
1998 of our audits of the consolidated financial statements of Ford Motor
Company at December 31, 1997 and 1996 and for the years ended December 31, 1997,
1996 and 1995, which report is included in the Company's 1997 Current Report on
Form 8-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
March 6, 1998
