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)
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(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
Title of securities Amount to be offering price per aggregate offering price** Amount of
to be registered registered* share** registration fee
- ------------------------- ------------------- -------------------------- --------------------------- =======================
<S> <C> <C> <C> <C>
Common Stock, 38,292,000
$1.00 par value shares $43.4375 $1,663,308,750 $490,676.09
- ------------------------- ------------------- -------------------------- --------------------------- =======================
</TABLE>
*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 Master Trust established as of
September 30, 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 covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
----------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-47443, 333-28181,
33-64607, 33-54735, 33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 are
incorporated herein by reference.
--------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees. Filed as Exhibit 4.A to Registration
Statement No. 33-64607 and incorporated herein by reference.
Exhibit 4.B - Copy of Amendment effective as of January 1, 1997 to the
Savings and Stock Investment Plan for Salaried Employees.
Filed as Exhibit 4.B to Registration Statement No. 333-47443
and incorporated herein by reference.
Exhibit 4.C - Copy of Amendment effective as of March 2, 1998 to the Savings
and Stock Investment Plan for Salaried Employees. Filed as
Exhibit 4.C to Registration Statement No. 333-47443 and
incorporated herein by reference.
Exhibit 4.D - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by reference.
Exhibit 4.E - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 333-47443 and incorporated herein by
reference.
Exhibit 4.F - Copy of Group Annuity Contract effective January 1, 1995
between John Hancock Mutual Life Insurance Company and Comerica
Bank, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 33-64605 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 - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement No.
333-28181 and incorporated herein by reference.
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-3-
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
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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 Dearborn, State of
Michigan, on this 7th day of April, 1998.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/Glen Anderson
------------------------------------
Glen Anderson, Chairman
Savings and Stock Investment Plan 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*
-----------------------------------
(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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) April 7, 1998
- ------------------------
(Alex Trotman)
Michael D. Dingman* Director April 7, 1998
- ------------------------
(Michael D. Dingman)
Director, Vice President-Ford
and President and Chief
Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company April 7, 1998
- ------------------------
(Edsel B. Ford II)
William Clay Ford* Director April 7, 1998
- ------------------------
(William Clay Ford)
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee April 7, 1998
- ------------------------
(William Clay Ford, Jr.)
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Signature Title Date
- --------- ----- ----
Irvine O. Hockaday, Jr.* Director April 7, 1998
- -------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director April 7, 1998
- -------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director April 7, 1998
- -------------------------
(Ellen R. Marram)
Homer A. Neal* Director April 7, 1998
- -------------------------
(Homer A. Neal)
Carl E. Reichardt* Director April 7, 1998
- -------------------------
(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
- -------------------------
(William J. Cosgrove)
*By:/s/K. S. Lamping
---------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Sequential Page
at Which Found
(or Incorporated
by Reference)
---------------
Exhibit 4.A - Ford Motor Company Savings and Stock Investment
Plan for Salaried Employees. Filed as Exhibit
4.A to Registration Statement No. 33-64607
and incorporated herein by reference.
Exhibit 4.B - Copy of Amendment effective as of January 1,
1997 to the Savings and Stock Investment Plan
for Salaried Employees. Filed as Exhibit 4.B to
Registration Statement No. 333-47443 and
incorporated herein by reference.
Exhibit 4.C - Copy of Amendment effective as of March 2,
1998 to the Savings and Stock Investment Plan
for Salaried Employees. Filed as Exhibit 4.C to
Registration Statement No. 333-47443 and
incorporated herein by reference.
Exhibit 4.D - Copy of Master Trust Agreement dated as of
September 30, 1995 between Ford Motor
Company and Fidelity Management Trust Company,
as Trustee. Filed as Exhibit 4.B to
Registration Statement No. 33-64605 and
incorporated herein by reference.
Exhibit 4.E - Copy of Amendment dated October 25, 1997 to
Master Trust Agreement between Ford
Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.E
to Registration Statement No. 333-47443 and
incorporated herein by reference.
Exhibit 4.F - Copy of Group Annuity Contract effective
January 1, 1995 between John Hancock
Mutual Life Insurance Company and Comerica
Bank, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 33-64605 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 - Copy of Internal Revenue Service determination
letter that the Plan is qualified under Section
401 of the Internal Revenue Code. Filed as
Exhibit 5.B to Registration Statement No.
333-28181 and incorporated herein by reference.
Exhibit 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.A - Powers of Attorney authorizing signature.
Filed with this Registration Statement.
Exhibit 24.B - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed with this Registration Statement.
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 (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 38,292,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Savings and Stock Investment
Plan for Salaried Employees (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 acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement dated as of September
30, 1995, as amended, relating to the Plan (the "Master Trust Agreement") and as
trustee under the Plan, in accordance with the Master 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 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
Exhibit 24.A
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of J. W. Martin, Jr., J. M. Rintamaki, L.
J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr., N. A. Patino, and D. J. Cropsey
his or her true and lawful attorney and agent to do any and all acts and things
and execute any and all instruments which the attorney and agent may deem
necessary or advisable in order to enable the Company to register the
above-captioned securities for issuance and sale under, and otherwise to comply
with, the Securities Act of 1933 and any requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, including but not
limited to, power and authority to sign his or her name (whether on behalf of
the Company, or otherwise) to one or more Registration Statements and any
amendments thereto, or any of the exhibits, financial statements and schedules,
or the prospectuses, filed therewith, and to file them with the Commission, all
as authorized at a meeting of the Board of Directors of the Company held on
March 12, 1998. Each of the undersigned ratifies and confirms all that any of
the attorneys and agents shall do or cause to be done by virtue hereof. Any one
of the attorneys and agents shall have, and may exercise, all the powers
conferred by this instrument.
Each of the undersigned has signed his or her name as of the 12th day of
March, 1998.
/s/Alex Trotman /s/Michael D. Dingman
- ----------------------------- ------------------------------
(Alex Trotman) (Michael D. Dingman)
/s/Edsel B. Ford II /s/William Clay Ford
- ----------------------------- ------------------------------
(Edsel B. Ford II) (William Clay Ford)
/s/William Clay Ford, Jr. /s/Irvine O. Hockaday, Jr.
- ----------------------------- ------------------------------
(William Clay Ford, Jr.) (Irvine O. Hockaday, Jr.)
/s/Marie-Josee Kravis) /s/Ellen R. Marram
- ----------------------------- ------------------------------
(Marie-Josee Kravis) (Ellen R. Marram)
/s/Homer A. Neal /s/Carl E. Reichardt
- ----------------------------- ------------------------------
(Homer A. Neal) (Carl E. Reichardt)
/s/John L. Thornton /s/John M. Devine
- ----------------------------- ------------------------------
(John L. Thornton) (John M. Devine)
/s/William J. Cosgrove
- -----------------------------
(William J. Cosgrove)
Exhibit 24.B
FORD MOTOR COMPANY
Certificate of an Assistant Secretary
-------------------------------------
The undersigned, Peter Sherry, Jr., an Assistant Secretary of Ford Motor
Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that
attached hereto are true and correct copies of excerpts of resolutions adopted
by the Board of Directors of the Company at a meeting duly called and held on
March 12, 1998, and the same are in full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 7th day of April, 1998.
/s/Peter Sherry, Jr.
----------------------------
Peter Sherry, Jr.
Assistant Secretary
(Corporate Seal)
<PAGE>
FORD MOTOR COMPANY
Excerpts from the Meeting of a Meeting
of the Board of Directors of the Company
Held on March 12, 1998
RESOLUTIONS RELATING TO EMPLOYEE STOCK PLANS
RESOLVED, That, in order to comply with the Securities Act of 1933,
as amended, the directors and appropriate officers of the Company be and hereby
are authorized to sign and execute in their own behalf, or in the name and on
behalf of the Company, or both, as the case may be, any and all Registration
Statements and amendments to Registration Statements relating to the Ford Motor
Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor
Company Tax-Efficient Savings Plan for Hourly Employees, the Associates First
Capital Corporation Retirement Savings and Profit Sharing Plan, the Ford
Microelectronics, Inc. Salaried Retirement Savings Plan, the Primus Automotive
Financial Services, Inc. Prime Account, the Ford Motor Company 1985 Stock Option
Plan, the Ford Motor Company 1990 Long-Term Incentive Plan, the Ford Motor
Company 1998 Long-Term Incentive Plan, the Ford Motor Company Supplemental
Compensation Plan and such other employee stock plans as may be adopted by the
Company or any of its subsidiaries (collectively, the "Employee Stock Plans"),
including the Prospectuses and the exhibits and other documents relating thereto
or required by law or regulation in connection therewith, all in such form as
such directors and officers may deem necessary, appropriate or desirable, as
conclusively evidenced by their execution thereof; and that the appropriate
officers of the Company, and each of them, be and hereby are authorized to cause
such Registration Statements and amendments, so executed, to be filed with the
Securities and Exchange Commission.
RESOLVED, That each officer and director who may be required to sign and
execute any of the aforesaid Registration Statements or amendments or any
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise) be and hereby is authorized to
execute a power of attorney appointing J. W. Martin, Jr., J. M. Rintamaki, L. J.
Ghilardi, K. S. Lamping, P. J. Sherry, Jr., N. A. Patino, D. J. Cropsey, and
each of them, severally, his or her true and lawful attorney or attorneys to
sign in his or her name, place and stead in any such capacity any and all such
Registration Statements and amendments, further amendments thereto and documents
in connection therewith, and to file the same with the Commission, each of said
attorneys to have power to act with or without the other, and to have full power
and authority to do and perform, in the name and on behalf of each of said
officers and directors who shall have `executed such a power of attorney, every
act whatsoever necessary or advisable to be done in connection therewith as
fully and to all intents and purposes as such officer or director might or could
do in person.
<PAGE>
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RESOLVED, That shares of the Company's Common Stock, par value $1.00
per share ("Common Stock"), be and hereby are authorized to be registered with
the Commission from time to time to satisfy Common Stock requirements of the
Employee Stock Plans, and when so issued and paid for in accordance with the
Employee Stock Plans, will be fully paid and non-assessable.
RESOLVED, That the Company may deliver shares of Common Stock from
its treasury to satisfy Common Stock requirements of the Employee Stock Plans.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the payment of
expenses) and to execute (by manual or facsimile signature) and deliver any and
all agreements, certificates, instruments and documents (under the corporate
seal of the Company or otherwise) as such officer or officers may deem
necessary, appropriate or desirable in order to carry out the purposes and
intents of each and all of the foregoing resolutions.
