Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
(Full Title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of offering price per aggregate offering
securities to be Amount to be obligation** price** Amount of registration
registered registered* fee
- ------------------------- ------------------------ ----------------------- ------------------------ ========================
<S> <C> <C> <C> <C>
Common Stock, 12,000
$1.00 par value shares $43.4375 $521,250 $153.77
- ------------------------- ------------------------ ----------------------- ------------------------ ========================
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*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by Fidelity
Management Trust Company, as trustee under the Trust Agreement established as of
December 29, 1995, as amended, and as trustee under the Plan, during 1998 and
during subsequent years until a new Registration Statement becomes effective.
**Based on the when issued market price of Common Stock of the Company on
April 1, 1998 in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
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PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement Nos. 333-47451 and 33-58861 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:
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Primus Automotive Financial Services, Inc. Prime Account.
Filed as Exhibit 4.A to Registration Statement No. 333-47451
and incorporated herein by reference.
Exhibit 4.B - Copy of Amendment effective as of March 2, 1998 to the
Primus Automotive Financial Services, Inc. Prime Account.
Filed as Exhibit 4.B to Registration Statement No.
333-47451 and incorporated herein by reference.
Exhibit 4.C - Copy of Trust Agreement dated as of December 29, 1995
between Primus Automotive Financial Services, Inc. and
Fidelity Management Trust Company, as Trustee. Filed as
Exhibit 4.2 to Amendment No. 1 to Registration Statement No.
33-58861 and incorporated herein by reference.
Exhibit 5.A - Opinion of Peter Sherry, Jr., an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 5.B - 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.
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Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No. 333-49545 and
incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No. 333-49545 and
incorporated herein by reference.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Franklin, State of
Tennessee, on this 7th day of April, 1998.
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT
By:/s/Toby N. Hynes
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Toby N. Hynes, Committee Member
Primus Automotive Financial Services, Inc.
Prime Account Committee
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The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 7th day of
April, 1998.
FORD MOTOR COMPANY
By: Alex Trotman*
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(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) April 7, 1998
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(Alex Trotman)
Michael D. Dingman* Director April 7, 1998
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(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company April 7, 1998
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(Edsel B. Ford II)
William Clay Ford* Director April 7, 1998
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(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee April 7, 1998
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(William Clay Ford, Jr.)
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Signature Title Date
- --------- ----- ----
Irvine O. Hockaday, Jr.* Director April 7, 1998
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director April 7, 1998
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(Marie-Josee Kravis)
Ellen R. Marram* Director April 7, 1998
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(Ellen R. Marram)
Homer A. Neal* Director April 7, 1998
- -------------------------
(Homer A. Neal)
Carl E. Reichardt* Director April 7, 1998
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(Carl E. Reichardt)
John L. Thornton* Director April 7, 1998
- -------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) April 7, 1998
- -------------------------
(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) April 7, 1998
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(William J. Cosgrove)
*By:/s/K. S. Lamping
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(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
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Sequential Page
at Which Found
(or Incorporated
by Reference)
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Exhibit 4.A - Primus Automotive Financial Services, Inc. Prime
Account. Filed as Exhibit 4.A to Registration
Statement No. 333-47451 and incorporated herein
by reference.
Exhibit 4.B - Copy of Amendment effective as of March 2, 1998
to the Primus Automotive Financial Services, Inc.
Prime Account. Filed as Exhibit 4.B to
Registration Statement No. 333-47451 and
incorporated herein by reference.
Exhibit 4.C - Copy of Trust Agreement dated as of December 29,
1995 between Primus Automotive Financial
Services, Inc. and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.2 to
Amendment No. 1 to Registration Statement No.
33-58861 and incorporated herein by reference.
Exhibit 5.A - Opinion of Peter Sherry, Jr., an Assistant
Secretary and Counsel of Ford Motor Company,
with respect to the legality of the securities
being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.B - 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 23 - Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
Exhibit 24.A - Powers of Attorney authorizing signature.
Filed as Exhibit 24.A to Registration Statement
No. 333-49545 and incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 24.B to Registration
Statement No. 333-49545 and incorporated herein
by reference.
Exhibit 5.A
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
April 7, 1998
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8, as amended (the
"Registration Statement") 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 12,000 shares of
Common Stock, par value $1.00 per share, of the Company ("Common Stock"),
relating to the Primus Automotive Financial Services, Inc. Prime Account (the
"Plan") of Primus Automotive Financial Services, Inc.
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 shares of Common Stock being registered under the Registration
Statement, and all such shares of Common Stock acquired by Fidelity Management
Trust Company, as trustee under the Trust Agreement dated as of December 29,
1995, as amended, relating to the Plan (the "Trust Agreement") and as trustee
under the Plan, in accordance with the Trust Agreement and 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 (but not less than the par value thereof).
I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Peter Sherry, Jr.
Peter Sherry, Jr.
Assistant Secretary
and Counsel
Exhibit 5.B
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
April 7, 1998
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8, as amended (the
"Registration Statement") 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 Primus
Automotive Financial Services, Inc. Prime Account (the "Plan") of Primus
Automotive Financial Services, Inc.
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 the provisions of the Plan,
as amended and subsequently modified if necessary to obtain a favorable
determination letter from the Internal Revenue Service, will comply with the
requirements of ERISA pertaining to such provisions.
I hereby consent to the use of this opinion as Exhibit 5.B 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 Chrisy
J. Gordon Christy
Attorney
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 26, 1998 on 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 Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
April 7, 1998
