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 (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 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)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered* share** price** registration fee
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Common Stock, 13,000,000
$1.00 par value shares $51.5625 $670,312,500 $186,346.88
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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 Master Trust established as of
September 30, 1995, as amended, and as trustee under the Plan, during 1999 and
during subsequent years until a new Registration Statement becomes effective.
**Based on the market price of Common Stock of the Company on August 25,
1999 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
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-58695, 333-49545,
333-47443, 333-28181, 33-64607, 33-54735, 33-54275, 33-50194, 33-36061,
33-14951 and 2-95020 are incorporated herein by reference.
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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 Amendment dated March 3, 1998 to Master Trust
Agreement between Ford Motor Company and Fidelity
Management Trust Company, as Trustee. Filed as Exhibit 4.F
to Registration Statement No. 333-58695 and incorporated
herein by reference.
Exhibit 5.A - 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.
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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 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.A - Powers of Attorney authorizing signature. Filed as Exhibit
24 to Registration Statement No. 333-86035 and incorporated
herein by reference.
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 30th day of August, 1999.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/Lee Freeman
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Lee Freeman,Member
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 30th day
of August, 1999.
FORD MOTOR COMPANY
By: Jacques A. Nasser*
------------------------------------
Jacques A. Nasser
Chief Executive Officer and President
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, Chief Executive Officer
Jacques A. Nasser* and President (principal executive officer) August 30, 1999
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(Jacques A. Nasser)
Director, Chairman of the Board August 30, 1999
of Directors, Chairman of the Finance
Committee, Chairman of the Organization
Review and Nominating Committee and
Chairman of he Environmental and
William Clay Ford, Jr.* Public Policy Committee
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(William Clay Ford, Jr.)
Director and Chairman of the Compensation August 30, 1999
Michael D. Dingman* and Option Committee
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(Michael D. Dingman)
Edsel B. Ford II* Director August 30, 1999
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(Edsel B. Ford II)
William Clay Ford* Director August 30, 1999
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(William Clay Ford)
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Signature Title Date
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Director and Chairman of August 30, 1999
Irvine O. Hockaday, Jr* the Audit Committee
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director August 30, 1999
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(Marie-Josee Kravis)
Ellen R. Marram* Director August 30, 1999
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(Ellen R. Marram)
Homer A. Neal* Director August 30, 1999
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(Homer A. Neal)
Carl E. Reichardt* Director August 30, 1999
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(Carl E. Reichardt)
John L. Thornton* Director August 30, 1999
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(John L. Thornton)
Vice Chairman and August 30, 1999
Chief Financial Officer
W. Wayne Booker* (principal financial officer)
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(W. Wayne Booker)
Vice President and Controlle August 30, 1999
William A. Swift* (principal accounting officer)
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(William A. Swift)
*By:/s/K. S. Lamping
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(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
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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 Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.F to Registration
Statement No. 333-58695 and incorporated herein by reference.
Exhibit 5.A - 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 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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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.A - Powers of Attorney authorizing signature. Filed as Exhibit
24 to Registration Statement No. 333-86035 and incorporated
herein by reference.
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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Exhibit 5.A
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
August 30, 1999
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 13,000,000 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/Kathryn S. Lamping
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Kathryn S. Lamping
Assistant Secretary and
Counsel
Exhibit 15
August 26, 1999
Ford Motor Company
The American Road
Dearborn, MI 48121
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ford Motor Company and Securities and Exchange Commissioners:
We are aware that our reports dated April 14, 1999 and July 13, 1999 on our
reviews of interim financial information of Ford Motor Company (the "Company")
as of and for the periods ended March 31, 1999 and June 30, 1999, respectively,
and included in the Company's Quarterly Reports on Form 10-Q for the quarters
then ended are incorporated by reference in its Registration Statement dated
August 30, 1999.
Yours very truly,
/s/PricewaterCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
EXHIBIT 23
August 26, 1999
Ford Motor Company
The American Road
Dearborn, MI 48121
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999 relating to the
financial statements, which appears in Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 21, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
Exhibit 24.B
FORD MOTOR COMPANY
CERTIFICATE
I, Kathryn S. Lamping, an Assistant Secretary of FORD MOTOR COMPANY, a
Delaware corporation (the "Company"), DO HEREBY CERTIFY that the following 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 April 8, 1999 the
same are now in full force and effect on the date hereof:
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
August, 1999.
By: /s/Kathryn S. Lamping
------------------------
Kathryn S. Lamping
Assistant Secretary
(Corporate Seal)
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FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting
of the Board of Directors of the Company
Held on April 8, 1999
RESOLUTIONS RELATING TO EMPLOYEE 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 Deferred Compensation Plan, the Ford Motor Company Benefit Equalization
Plan, the Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees, 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 plans as may be
adopted by the Company or any of its subsidiaries (collectively, the "Employee
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. M. Rintamaki, P. Sherry, Jr.,
L. J. Ghilardi, K. S. Lamping, M. F. Marecki, 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.
RESOLVED, That shares of the Company's Common Stock, par value $1.00 per
share ("Common Stock") and obligations of the Company be and hereby are
authorized to be issued and sold from time to time to satisfy Common Stock
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requirements and obligations under the Employee Plans, and when any shares of
Common Stock are issued and paid for in accordance with the Employee Plans they
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 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 the purchase and sale of securities to support the Company's
obligations under the Employee Plans) 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.
