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 38-0549190
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
1990 Long-Term Incentive Plan
(Full Title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of Proposed aggregate offering
securities to be Amount to be maximum offering price** Amount of registration
registered registered* price per share** fee
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Common Stock, 5,000,000
$1.00 par value shares $58.875 $294,375,000 $86,840.63
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*The number of shares being registered represents shares of Common Stock
issued or to be issued as awards to participants under the 1990 Long-Term
Incentive Plan.
**Based on the market price of Common Stock of the Company on July 6, 1998
in accordance with Rule 457(c) under the Securities Act of 1933.
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1990 Long-Term Incentive Plan
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-46295, 33-55847, 33-54348
and 33-39402 are incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company 1990 Long-Term Incentive Plan. Filed as
Exhibit 4(A) to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.B - Amendment to 1990 Long-Term Incentive Plan (effective as of
October 1, 1990). Filed as Exhibit 10-P-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference.
Exhibit 4.C - Amendment to 1990 Long-Term Incentive Plan (effective as of
March 8, 1995). Filed as Exhibit 10. 2 to Ford's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference.
Exhibit 4.D - Amendment to 1990 Long-Term Incentive Plan (effective as of
October 1, 1997). Filed as Exhibit 10-M-3 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference.
Exhibit 4.E - Amendment to 1990 Long-Term Incentive Plan (effective as of
January 1, 1998). Filed as Exhibit 10-M-4 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference.
Exhibit 5 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. 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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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 8th day of
July, 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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Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) July 8, 1998
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(Alex Trotman)
Michael D. Dingman* Director July 8, 1998
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(Michael D. Dingman)
Director and
Edsel B. Ford II* Vice President July 8, 1998
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(Edsel B. Ford II)
William Clay Ford* Director July 8, 1998
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(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee July 8, 1998
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(William Clay Ford, Jr.)
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Signature Title Date
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Irvine O. Hockaday, Jr.* Director July 8, 1998
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director July 8, 1998
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(Marie-Josee Kravis)
Ellen R. Marram* Director July 8, 1998
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(Ellen R. Marram)
Homer A. Neal* Director July 8, 1998
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(Homer A. Neal)
Carl E. Reichardt* Director July 8, 1998
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(Carl E. Reichardt)
John L. Thornton* Director July 8, 1998
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(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) July 8, 1998
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(John M. Devine)
Corporate Controller
William J. Cosgrove* (principal accounting officer) July 8, 1998
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(William J. Cosgrove)
*By:/s/K.S. Lamping
-----------------------
(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 - Ford Motor Company 1990 Long-Term Incentive Plan. Filed as
Exhibit 4(A) to Registration Statement No. 33-39402 and
incorporated herein by reference.
Exhibit 4.B - Amendment to 1990 Long-Term Incentive Plan (effective as of
October 1, 1990). Filed as Exhibit 10-P-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1991
and incorporated herein by reference.
Exhibit 4.C - Amendment to 1990 Long-Term Incentive Plan (effective as of
March 8, 1995). Filed as Exhibit 10. 2 to Ford's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995
and incorporated herein by reference.
Exhibit 4.D - Amendment to 1990 Long-Term Incentive Plan (effective as of
October 1, 1997). Filed as Exhibit 10-M-3 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1997
and incorporated herein by reference.
Exhibit 4.E - Amendment to 1990 Long-Term Incentive Plan (effective as of
January 1, 1998). Filed as Exhibit 10-M-4 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1997
and incorporated herein by reference.
Exhibit 5 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 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.
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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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Exhibit 5
Ford Motor Company
The American Road
Room 1182 WHQ
Dearborn, Michigan 48121
July 8, 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 5,000,000 shares
of Common Stock, par value $1.00 per share, of the Company ("Common Stock"),
relating to the 1990 Long-Term Incentive Plan (the "Plan").
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, when issued and delivered
pursuant to the Company's Certificate of Incorporation and the Plan and when the
Registration Statement shall have become effective, will be legally issued and
will be fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary
and Counsel
PricewaterhouseCoopers LLP
Exhibit 15
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our report dated April 15, 1998 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries for the
periods ended March 31, 1998 and 1997 and included in the Ford Motor Company
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, is
incorporated by reference in this Registration Statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered a
part of the Registration Statement prepared or certified by us within the
meaning of Sections 7 and 11 of the Act.
/s/PricewaterhoursCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
July 8, 1998
EXHIBIT 23
PricewaterhouseCoopers LLP
Ford Motor Company
The American Road
Dearborn, Michigan
Consent of PricewaterhouseCoopers LLP
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration Statement of
our report dated January 26, 1998 on our audits of the consolidated financial
statements of Ford Motor Company as of December 31, 1997 and 1996 and for the
years ended December 31, 1997, 1996 and 1995, which report is included in the
Company's 1997 Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
July 8, 1998
