<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1999
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-0549190
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN M. RINTAMAKI, ESQ.
VICE PRESIDENT - GENERAL COUNSEL
AND SECRETARY
FORD MOTOR COMPANY
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPY TO:
ARBIE R. THALACKER, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVE.
NEW YORK, NEW YORK 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.
[ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(A) OFFERING PRICE(A) FEE
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<S> <C> <C> <C> <C>
Debt Securities............... $3,000,000,000 100% $3,000,000,000(b) $834,000
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Estimated solely for the purpose of determining the amount of the
registration fee.
(b) In U.S. dollars or the equivalent thereof in foreign currencies or composite
currencies.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 27, 1999
[FORD LOGO]
FORD MOTOR COMPANY
$3,000,000,000
DEBT SECURITIES
This Prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
from time to time, sell the debt securities described in this Prospectus in one
or more offerings up to a total dollar amount of $3,000,000,000.
This Prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we will provide a
Prospectus Supplement that will contain specific information about the terms of
that offering. The Prospectus Supplement may also add, update or change
information contained in this Prospectus.
You should read both this Prospectus and any Prospectus Supplement together
with additional information described under the heading WHERE YOU CAN FIND MORE
INFORMATION.
Our principal executive offices are located at:
Ford Motor Company
The American Road
Dearborn, Michigan 48121
313-322-3000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information......................... 2
Ford Motor Company.......................................... 2
Ratio of Earnings to Fixed Charges.......................... 3
Use of Proceeds............................................. 3
Description of Debt Securities.............................. 3
Plan of Distribution........................................ 8
Legal Opinions.............................................. 8
Experts..................................................... 9
</TABLE>
-------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO ONE HAS
BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE DEBT SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings also are
available to you at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents that are considered part of this Prospectus.
Information that we file later with the SEC will automatically update and
supersede the previously filed information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering has been completed.
- Annual Report on Form 10-K for the year ended December 31, 1998 (our
"1998 10-K Report").
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and
June 30, 1999 (collectively, our "10-Q Reports").
- Current Reports on Form 8-K dated January 14, 1999, January 21, 1999,
January 28, 1999, February 2, 1999, February 5, 1999, April 12, 1999,
April 15, 1999 and July 15, 1999.
You may request copies of these filings at no cost, by writing or
telephoning us at the following address or by accessing our web site at
http://www.ford.com/finaninvest/stockholder:
Ford Motor Company
The American Road
Dearborn, MI 48121
Attn: Shareholder Relations Department
800-555-5259 or 313-845-8540
FORD MOTOR COMPANY
We incorporated in Delaware in 1919 and acquired the business of a Michigan
company, also known as Ford Motor Company, incorporated in 1903 to produce and
sell automobiles designed and engineered by Henry Ford. We are the world's
largest producer of trucks and the second-largest producer of cars and trucks
combined.
Our business is divided into two business sectors, and we manage these
sectors as four primary operating segments. These business sectors and operating
segments are described below.
<TABLE>
<CAPTION>
BUSINESS SECTORS OPERATING SEGMENTS DESCRIPTION
- ---------------- ------------------ -----------
<S> <C> <C>
Automotive: Automotive design, manufacture, sale and
service of cars and trucks
Visteon Automotive Systems design, manufacture, sale and
service of automotive
components and systems
Financial
Services: Ford Motor Credit Company vehicle-related financing,
leasing and insurance
The Hertz Corporation rental of cars, trucks and
industrial and construction
equipment, and other
activities
</TABLE>
2
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RATIO OF EARNINGS TO FIXED CHARGES
The ratio of our "earnings" to our "fixed charges" for the first six months
of 1999 and each of the years 1994 through 1998 was:
<TABLE>
<CAPTION>
SIX MONTHS YEARS ENDED DECEMBER 31
ENDED --------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.4 3.8* 2.0 1.6 1.6 2.0
</TABLE>
- -------------------------
* Earnings used in calculation of this ratio include $15,955 million gain on the
spin-off of our interest in Associates First Capital Corporation. Excluding
this gain, the ratio would have been 2.0.
For purposes of the ratio, "earnings" means the sum of:
- our pre-tax income,
- the pre-tax income of our majority-owned subsidiaries, whether or not
consolidated,
- our proportionate share of the income of any fifty-percent-owned
companies,
- any income we received from less-than-fifty-percent-owned companies,
and
- our fixed charges.
"Fixed charges" means the sum of:
- the interest we pay on borrowed funds,
- the preferred stock dividend requirements of our consolidated
subsidiaries and trusts,
- the amount we amortize for debt discount, premium, and issuance
expense, and
- one-third of all our rental expenses (the proportion deemed
representative of the interest factor).
USE OF PROCEEDS
We, or our affiliates, will use the net proceeds from the sale of debt
securities for general corporate purposes, unless we state otherwise in a
Prospectus Supplement. If we intend to use the proceeds to repay outstanding
debt, we will provide details about the debt that is being repaid.
DESCRIPTION OF DEBT SECURITIES
We will issue debt securities in one or more series under an Indenture,
dated as of February 15, 1992, between us and The Bank of New York, Trustee. The
Indenture may be supplemented from time to time.
The Indenture is a contract between us and The Bank of New York acting as
Trustee. The Trustee has two main roles. First, the Trustee can enforce your
rights against us if an "Event of Default" described below occurs. Second, the
Trustee performs certain administrative duties for us.
The Indenture is summarized below. Because it is a summary, it does not
contain all of the information that may be important to you. We filed the
Indenture as an exhibit to the registration statement, and we suggest that you
read those parts of the Indenture that are important to you. You especially need
to read the Indenture to get a complete understanding of your rights and our
obligations under the covenants described below under Limitation on Liens,
Limitation on Sales and Leasebacks and Merger and Consolidation. Throughout the
summary we have included
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<PAGE> 6
parenthetical references to the Indenture so that you can easily locate the
provisions being discussed.
The specific terms of each series of debt securities will be described in
the particular Prospectus Supplement relating to that series. The Prospectus
Supplement may or may not modify the general terms found in this Prospectus and
will be filed with the SEC. For a complete description of the terms of a
particular series of debt securities, you should read both this Prospectus and
the Prospectus Supplement relating to that particular series.
GENERAL
The debt securities offered by this Prospectus will be limited to a total
amount of $3,000,000,000, or the equivalent amount in any currency. The
Indenture, however, does not limit the amount of debt securities that may be
issued under it. Therefore, additional debt securities may be issued under the
Indenture.
The Prospectus Supplement which will accompany this Prospectus will
describe the particular series of debt securities being offered by including:
- the designation or title of the series of debt securities;
- the total principal amount of the series of debt securities;
- the percentage of the principal amount at which the series of debt
securities will be offered;
- the date or dates on which principal will be payable;
- the rate or rates (which may be either fixed or variable) and/or the
method of determining such rate or rates of interest, if any;
- the date or dates from which any interest will accrue, or the method
of determining such date or dates, and the date or dates on which any
interest will be payable;
- the terms for redemption, extension or early repayment, if any;
- the currencies in which the series of debt securities are issued or
payable;
- the provision for any sinking fund;
- any additional restrictive covenants;
- any additional Events of Default;
- whether the series of debt securities are issuable in physical form;
- any provisions modifying the defeasance and covenant defeasance
provisions;
- any special tax implications, including provisions for original issue
discount; and
- any other terms.
The debt securities will be our unsecured obligations. The debt securities
will rank equally with our other unsecured and unsubordinated indebtedness
(parent company only).
Unless the Prospectus Supplement states otherwise, principal (and premium,
if any) and interest, if any, will be paid by us in immediately available funds.
The Indenture does not contain any provisions that give you protection in
the event we issue a large amount of debt or we are acquired by another entity.
LIMITATION ON LIENS
The Indenture restricts our ability to pledge some of our assets as
security for other debt. Unless we secure the debt securities on an equal basis,
the restriction does not permit us to have
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<PAGE> 7
or guarantee any debt that is secured by (1) any of our principal U.S. plants or
(2) the stock or debt of any of our subsidiaries that own or lease one of these
plants. This restriction does not apply until the total amount of our secured
debt plus the discounted value of the amount of rent we must pay under sale and
leaseback transactions involving principal U.S. plants exceeds 5% of our
consolidated net tangible automotive assets. This restriction also does not
apply to any of the following:
- liens of a company that exist at the time such company becomes our
subsidiary;
- liens in our favor or in the favor of our subsidiaries;
- certain liens given to a government;
- liens on property that exist at the time we acquire the property or
liens that we give to secure our paying for the property; and
- any extension or replacement of any of the above. (Section 10.04)
LIMITATION ON SALES AND LEASEBACKS
The Indenture prohibits us from selling and leasing back any principal U.S.
plant for a term of more than three years. This restriction does not apply if:
- we could create secured debt in an amount equal to the discounted
value of the rent to be paid under the lease without violating the
limitation on liens provision discussed above;
- the lease is with or between any of our subsidiaries; or
- within 120 days of selling the U.S. plant, we retire our funded debt
in an amount equal to the net proceeds from the sale of the plant or
the fair market value of the plant, whichever is greater.
MERGER AND CONSOLIDATION
The Indenture prohibits us from merging or consolidating with any company,
or selling all or substantially all of our assets to any company, if after we do
so the surviving company would violate the limitation on liens or the limitation
on sales and leasebacks discussed above. This does not apply if the surviving
company secures the debt securities on an equal basis with the other secured
debt of the company. (Sections 8.01 and 8.03)
EVENTS OF DEFAULT AND NOTICE THEREOF
The Indenture defines an "Event of Default" as being any one of the
following events:
- failure to pay interest for 30 days after becoming due;
- failure to pay principal or any premium for five business days after
becoming due;
- failure to make a sinking fund payment for five days after becoming
due;
- failure to perform any other covenant applicable to the debt
securities for 90 days after notice;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default provided in the Prospectus Supplement.
An Event of Default for a particular series of debt securities will not
necessarily constitute an Event of Default for any other series of debt
securities issued under the Indenture. (Section 5.01.)
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If an Event of Default occurs and continues, the Trustee or the holders of
at least 25% of the total principal amount of the series may declare the entire
principal amount (or, if they are Original Issue Discount Securities (as defined
in the Indenture), the portion of the principal amount as specified in the terms
of such series) of all of the debt securities of that series to be due and
payable immediately. If this happens, subject to certain conditions, the holders
of a majority of the total principal amount of the debt securities of that
series can void the declaration. (Section 5.02.)
The Indenture provides that within 90 days after default under a series of
debt securities, the Trustee will give the holders of that series notice of all
uncured defaults known to it. (The term "default" includes the events specified
above without regard to any period of grace or requirement of notice.) The
Trustee may withhold notice of any default (except a default in the payment of
principal, interest or any premium) if it believes that it is in the interest of
the holders. (Section 6.01.)
Annually, we must send to the Trustee a certificate describing any existing
defaults under the Indenture. (Section 10.06.)
Other than its duties in case of a default, the Trustee is not obligated to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any holders, unless the holders offer the Trustee reasonable
protection from expenses and liability. (Section 6.02.) If they provide this
reasonable indemnification, the holders of a majority of the total principal
amount of any series of debt securities may direct the Trustee how to act under
the Indenture. (Section 5.12.)
DEFEASANCE AND COVENANT DEFEASANCE
Unless the Prospectus Supplement states otherwise, we will have two options
to discharge our obligations under a series of debt securities before their
maturity date. These options are known as "defeasance" and "covenant
defeasance". Defeasance means that we will be deemed to have paid the entire
amount of the applicable series of debt securities and we will be released from
all of our obligations relating to that series (except for certain obligations,
such as registering transfers of the securities). Covenant defeasance means that
as to the applicable series of debt securities we will not have to comply with
the covenants described above under Limitation on Liens, Limitation on Sales and
Leasebacks and Merger and Consolidation. In addition, if the Prospectus
Supplement states that any additional covenants relating to that series of debt
securities are subject to the covenant defeasance provision in the Indenture,
then we also would not have to comply with those covenants. (Sections 14.01,
14.02 and 14.03.)
To elect either defeasance or covenant defeasance for any series of debt
securities, we must deposit with the Trustee an amount of money and/or U.S.
government obligations that will be sufficient to pay principal, interest and
any premium or sinking fund payments on the debt securities when those amounts
are scheduled to be paid. In addition, we must provide a legal opinion stating
that as a result of the defeasance or covenant defeasance you will not be
required to recognize income, gain or loss for Federal income tax purposes and
you will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as if the defeasance or covenant defeasance had not
occurred. For defeasance, that opinion must be based on either an Internal
Revenue Service ruling or a change in law since the date the debt securities
were issued. We must also meet other conditions, such as there being no Events
of Default. The amount deposited with the Trustee can be decreased at a later
date if in the opinion of a nationally recognized firm of independent public
accountants the deposits are greater than the amount then needed to pay
principal, interest and any premium or sinking fund payments on the debt
securities when those amounts are scheduled to be paid. (Sections 14.04 and
14.05.)
Our obligations relating to the debt securities will be reinstated if the
Trustee is unable to pay the debt securities with the deposits held in trust,
due to an order of any court or governmental authority. (Section 14.06.) It is
possible that a series of debt securities for which
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<PAGE> 9
we elect covenant defeasance may later be declared immediately due in full
because of an Event of Default (not relating to the covenants that were
defeased). If that happens, we must pay the debt securities in full at that
time, using the deposits held in trust or other money. (Section 14.03.)
MODIFICATION OF THE INDENTURE
With certain exceptions, our rights and obligations and your rights under a
particular series of debt securities may be modified with the consent of the
holders of not less than two-thirds of the total principal amount of those debt
securities. No modification of the principal or interest payment terms, and no
modification reducing the percentage required for modifications, will be
effective against you without your consent. (Section 9.02.)
GLOBAL SECURITIES
Unless otherwise stated in a Prospectus Supplement, the debt securities of
a series will be issued in the form of one or more global certificates that will
be deposited with The Depository Trust Company, New York, New York ("DTC"),
which will act as depositary for the global certificates. Beneficial interests
in global certificates will be shown on, and transfers of global certificates
will be effected only through, records maintained by DTC and its participants.
Therefore, if you wish to own debt securities that are represented by one or
more global certificates, you can do so only indirectly or "beneficially"
through an account with a broker, bank or other financial institution that has
an account with DTC (that is, a DTC participant) or through an account directly
with DTC if you are a DTC participant.
While the debt securities are represented by one or more global
certificates:
- You will not be able to have the debt securities registered in your
name.
- You will not be able to receive a physical certificate for the debt
securities.
- Our obligations, as well as the obligations of the Trustee and any of
our agents, under the debt securities will run only to DTC as the
registered owner of the debt securities. For example, once we make
payment to DTC, we will have no further responsibility for the payment
even if DTC or your broker, bank or other financial institution fails
to pass it on so that you receive it.
- Your rights under the debt securities relating to payments, transfers,
exchanges and other matters will be governed by applicable law and by
the contractual arrangements between you and your broker, bank or
other financial institution, and/or the contractual arrangements you
or your broker, bank or financial institution has with DTC. Neither we
nor the Trustee has any responsibility for the actions of DTC or your
broker, bank or financial institution.
- You may not be able to sell your interests in the debt securities to
some insurance companies and others who are required by law to own
their debt securities in the form of physical certificates.
- Because the debt securities will trade in DTC's Same-Day Funds
Settlement System, when you buy or sell interests in the debt
securities, payment for them will have to be made in immediately
available funds. This could affect the attractiveness of the debt
securities to others.
A global certificate generally can be transferred only as a whole, unless
it is being transferred to certain nominees of the depositary or it is exchanged
in whole or in part for debt securities in physical form. (Section 2.05.) If a
global certificate is exchanged for debt securities in physical form, they will
be in denominations of $1,000 and integral multiples thereof, or another
denomination stated in the Prospectus Supplement.
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<PAGE> 10
PLAN OF DISTRIBUTION
We may sell the debt securities to or through agents or underwriters or
directly to one or more purchasers.
BY AGENTS
We may use agents to sell the debt securities. The agents will agree to use
their reasonable best efforts to solicit purchases for the period of their
appointment.
BY UNDERWRITERS
We may sell the debt securities to underwriters. The underwriters may
resell the debt securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the
securities will be subject to certain conditions. Each underwriter will be
obligated to purchase all the debt securities allocated to it under the
underwriting agreement. The underwriters may change any initial public offering
price and any discounts or concessions they give to dealers.
DIRECT SALES
We may sell debt securities directly to you. In this case, no underwriters
or agents would be involved.
GENERAL INFORMATION
Any underwriters or agents will be identified and their compensation
described in a Prospectus Supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute to payments they may be required to
make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL OPINIONS
John M. Rintamaki, Esq., who is our Vice President - General Counsel and
Secretary, or another of our lawyers, will give us an opinion about the legality
of the debt securities. Mr. Rintamaki owns, and such other lawyer likely would
own, our Common Stock and options to purchase shares of our Common Stock.
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<PAGE> 11
EXPERTS
The financial statements and schedules included in our 1998 10-K Report
have been audited by PricewaterhouseCoopers LLP ("PwC"), independent
accountants. They are incorporated by reference in this Prospectus and in the
registration statement in reliance upon PwC's report on those financial
statements and schedules given on their authority as experts in accounting and
auditing.
None of the interim financial information included in our 10-Q Reports has
been audited by PwC. Accordingly, you should restrict your reliance on their
reports on such information. PwC's reports on the interim financial information
do not constitute "reports" or "parts" of the registration statement prepared or
certified by PwC within the meaning of Sections 7 and 11 of the Securities Act
of 1933.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.... $ 834,000
Printing............................................... 250,000
Accountants' fees...................................... 100,000
Blue Sky fees and expenses............................. 25,000
Fees and expenses of Trustee........................... 75,000
Rating Agency fees..................................... 45,000
Miscellaneous expenses................................. 200,000
----------
Total........................................... $1,529,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of Ford contains a provision to limit the personal liability of
the directors of Ford for violations of their fiduciary duty. This provision
eliminates each director's liability to Ford or its stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to Ford or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.
Pursuant to most of Ford's employee benefit plans, including, without
limitation, its Deferred Compensation Plan, Annual Incentive Compensation Plan,
Savings and Stock Investment Plan, long-term incentive plans and stock option
plans, directors, officers and employees of Ford are indemnified against all
loss, cost, liability or expense resulting from any claim, action, suit or
II-1
<PAGE> 13
proceeding in which such persons are involved by reason of any action taken or
failure to act under such plans.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities issued or guaranteed
by Ford, the underwriters have agreed to indemnify Ford, each officer and
director of Ford and each person, if any, who controls Ford within the meaning
of the Securities Act of 1933, against certain liabilities, including
liabilities under said Act.
Ford is insured for liabilities it may incur pursuant to its Restated
Certificate of Incorporation relating to the indemnification of its directors,
officers and employees. In addition, directors, officers and certain key
employees are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford's Restated Certificate of Incorporation.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
Exhibit 1 Form of Underwriting Agreement relating to the debt
securities.
Exhibit 4.1 Indenture dated as of February 15, 1992 between Ford and The
Bank of New York (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-64247).
Exhibit 4.2 First Supplemental Indenture dated as of December 5, 1996
between Ford and The Bank of New York (incorporated by
reference to Exhibit 99 to Ford's Current Report on Form 8-K
dated February 3, 1997, Commission file number 1-3950).
Exhibit 4.3 Form of debt security is included in Exhibit 4.1, as amended
by Exhibit 4.2. Any additional form or forms of debt
securities will be filed with the Commission.
Exhibit 5 Opinion of John M. Rintamaki, Vice President-General Counsel
and Secretary of Ford, as to the legality of the debt
securities registered hereunder.
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford
(incorporated by reference to Exhibit 12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, Commission file number 1-3950).
Exhibit 15 Letter of PricewaterhouseCoopers LLP regarding unaudited
interim financial information.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of John M. Rintamaki is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
Exhibit 25 Statement of Eligibility on Form T-1 of The Bank of New
York.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
II-2
<PAGE> 14
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Motor Company, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dearborn, Michigan, on the 27th 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
WILLIAM CLAY FORD, JR.* Director, Chairman of the Board of
- --------------------------------------- Directors and Chairman of the
(William Clay Ford, Jr.) Environmental and Public Policy
Committee, the Finance Committee
and the Organization Review and
Nominating Committee
JACQUES A. NASSER* Director, President and
- --------------------------------------- Chief Executive Officer
(Jacques A. Nasser) (Principal Executive Officer)
MICHAEL D. DINGMAN* Director and Chairman of the
- --------------------------------------- Compensation and Option Committee
(Michael D. Dingman)
EDSEL B. FORD II* Director
- ---------------------------------------
(Edsel B. Ford II)
WILLIAM CLAY FORD* Director August 27, 1999
- ---------------------------------------
(William Clay Ford)
IRVINE O. HOCKADAY, JR.* Director and Chairman of the Audit
- --------------------------------------- Committee
(Irvine O. Hockaday, Jr.)
MARIE-JOSEE KRAVIS* Director
- ---------------------------------------
(Marie-Josee Kravis)
ELLEN R. MARRAM* Director
- ---------------------------------------
(Ellen R. Marram)
HOMER A. NEAL* Director
- ---------------------------------------
(Homer A. Neal)
CARL E. REICHARDT* Director
- ---------------------------------------
(Carl E. Reichardt)
</TABLE>
II-4
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
JOHN L. THORNTON* Director
- ---------------------------------------
(John L. Thornton)
W. WAYNE BOOKER* Vice Chairman and Chief Financial August 27, 1999
- --------------------------------------- Officer (Principal Financial Officer)
(W. Wayne Booker)
WILLIAM A. SWIFT* Vice President and Controller
- --------------------------------------- (Principal Accounting Officer)
(William A. Swift)
*By /s/ LOUIS J. GHILARDI
-----------------------------------
(Louis J. Ghilardi,
Attorney-in-Fact)
</TABLE>
II-5
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <C>
Exhibit 1 Form of Underwriting Agreement relating to the debt
securities.
Exhibit 4.1 Indenture dated as of February 15, 1992 between Ford and The
Bank of New York (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-64247).
Exhibit 4.2 First Supplemental Indenture dated as of December 5, 1996
between Ford and The Bank of New York (incorporated by
reference to Exhibit 99 to Ford's Current Report on Form 8-K
dated February 3, 1997, Commission file number 1-3950).
Exhibit 4.3 Form of debt security is included in Exhibit 4.1, as amended
by Exhibit 4.2. Any additional form or forms of debt
securities will be filed with the Commission.
Exhibit 5 Opinion of John M. Rintamaki, Vice President-General Counsel
and Secretary of Ford, as to the legality of the debt
securities registered hereunder.
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford
(incorporated by reference to Exhibit 12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, Commission file number 1-3950).
Exhibit 15 Letter of PricewaterhouseCoopers LLP regarding unaudited
interim financial information.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of John M. Rintamaki is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
Exhibit 25 Statement of Eligibility on Form T-1 of The Bank of New
York.
</TABLE>
<PAGE> 1
EXHIBIT 1
FORD MOTOR COMPANY
Debt Securities
Underwriting Agreement
________, 19__
[Name and address of Representative]
Ladies and Gentlemen:
Ford Motor Company, a Delaware corporation (the "Company"), proposes
from time to time to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firm or firms named in
Schedule I to the applicable Pricing Agreement (such firm or firms constituting
the "Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of the Company's debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (such Securities, as so
specified in such Pricing Agreement, being herein sometimes referred to as the
"Designated Securities"), less the principal amount of Designated Securities
covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof
and as may be specified in Schedule II to such Pricing Agreement (such
Designated Securities to be covered by Delayed Delivery Contracts, as so
specified in such Pricing Agreement, being herein sometimes referred to as
"Contract Securities" and the Designated Securities to be purchased by the
Underwriters (after giving effect to the deduction, if any, for Contract
Securities) being herein sometimes referred to as "Underwriters' Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture dated as of February 15, 1992 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture") between the Company and The Bank of New York, Trustee (the
"Trustee").
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom ____________ will act as
representative (the "Representative"). The term "Representative" also refers to
_______________ when it alone constitutes the Underwriters. This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any of
the Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall state the
aggregate principal amount of such Designated Securities, the initial public
offering price of such Designated
<PAGE> 2
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
principal amount of such Designated Securities to be purchased by each
Underwriter, whether any of such Designated Securities shall be covered by
Delayed Delivery Contracts (as defined in Section 3 hereof) and the commission
payable to the Underwriters with respect thereto, and shall set forth the date,
time and manner of delivery of such Designated Securities and payment therefor.
The Pricing Agreement shall also specify (to the extent not set forth in the
registration statement and the prospectus with respect thereto and the
Indenture) the terms of such Designated Securities. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts) and may be
evidenced by an exchange of facsimile transmissions. Each Pricing Agreement
shall be deemed to be an agreement by the Company and the Underwriters to be
bound by the terms of this Agreement. The obligations of the Underwriters
under this Agreement and each Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) A registration statement (No. 333-_______) on Form S-3 in
respect of the Securities has been filed with the Securities and Exchange
Commission (the "Commission"), in the form heretofore delivered to the
Representative, and such registration statement in such form has been
declared effective by the Commission; and no stop order suspending the
effectiveness of the registration statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in the registration statement being
hereinafter called the "Preliminary Prospectus", the various parts of the
registration statement, including all exhibits thereto but excluding Form T-1,
and, if applicable, including information ("Rule 430A Information"), if any,
deemed to be a part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the
"Act"), as amended at the time such part became effective, being hereinafter
collectively referred to as the "Registration Statement", and the
prospectus relating to the Securities, in the form in which it has most
recently been filed, or electronically transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter called
the "Prospectus"; any reference herein to the Registration Statement, the
Preliminary Prospectus or the Prospectus shall be deemed to include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the effective date of the Registration Statement or the
date of such Preliminary Prospectus or Prospectus, as the case may be, and any
reference herein to any amendment or supplement to the Registration
Statement, the Preliminary Prospectus or the Prospectus shall be deemed to
include any documents filed after the effective date of the Registration
Statement or the date of such Preliminary Prospectus or Prospectus, as the
case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and so incorporated by reference; and any reference to the
phrase "Prospectus as amended or supplemented" shall be deemed to refer to the
Prospectus as amended or supplemented to set forth any Rule 430A Information
or to describe the offering of a particular series of Designated Securities in
the form in which it is first filed, or electronically transmitted for filing,
with the Commission pursuant to Rule 424 under the Act, including any
documents incorporated by reference therein as of the date of such filing or
transmission);
2
<PAGE> 3
(b) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and any further documents so filed and incorporated
by reference, when they are filed with the Commission, will conform in all
material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder;
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the Act, the Exchange Act, where applicable, and the
rules and regulations of the Commission under the Act or the Exchange Act, as
applicable, and do not and will not, as of the applicable effective date as
to the Registration Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any supplement thereto,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statement or omission made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representative expressly for
use in the Prospectus as amended or supplemented relating to such Securities;
when the Registration Statement became effective, the Indenture was, and at
all times thereafter the Indenture has been and will be, duly qualified under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
when the Registration Statement became effective the Indenture conformed, and
at all times thereafter the Indenture has conformed and will conform, in all
material respects to the requirements of the Trust Indenture Act;
(d) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware and has
corporate power and authority and has all licenses, permits, orders and
other governmental and regulatory approvals, to own or lease its properties
and conduct its business in the jurisdictions in which such business is
transacted as described in the Prospectus, with only such exceptions as are
not material to the business of the Company and its subsidiaries considered
as a whole;
(e) This Agreement has been duly authorized, executed and delivered on
behalf of the Company; upon execution and delivery of each Pricing Agreement
by the Company, such Pricing Agreement shall have been duly authorized,
executed and delivered on behalf of the Company and, when executed and
delivered by the Representative, will be a valid and legally binding
agreement of the Company in accordance with its terms; on the date of each
Pricing Agreement with respect to the Designated Securities covered thereby,
such Designated Securities shall be duly authorized, and, when such
Designated Securities are authenticated as contemplated by the Indenture and
issued and delivered in accordance with this Agreement and the Pricing
Agreement applicable to such Designated Securities and, in the case of any
Contract Securities, pursuant to Delayed Delivery Contracts applicable to
such Contract Securities, will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of
the Company in accordance with their terms and will be entitled to the
benefits provided by the Indenture, which will be substantially in the form
included as an exhibit to the Registration Statement; and the Indenture has
been duly authorized by the Company and, as executed and delivered by the
Company and the Trustee, constitutes a valid and legally binding instrument
of the Company in accordance with its
3
<PAGE> 4
terms except as the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in a
proceeding in equity or at law;
(f) In the event that any of the Securities are purchased pursuant to
Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been
duly authorized by the Company and, when executed and delivered on behalf of
the Company and duly authorized, executed and delivered on behalf of the
purchaser thereunder, will constitute a valid and legally binding agreement
of the Company in accordance with its terms;
(g) There is no consent, approval, authorization, order, registration
or qualification of or with any court or any regulatory authority or other
governmental body having jurisdiction over the Company which is required
for, and the absence of which would materially affect, the issue and sale of
the Designated Securities as contemplated by this Agreement or, in the case
of any Contract Securities, Delayed Delivery Contracts with respect to such
Contract Securities, or the execution, delivery or performance of the
Indenture, except the registration under the Act of the Securities, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may
be required under the securities or Blue Sky laws of any jurisdiction in
connection with the public offering of the Securities by the Underwriters;
and
(h) PricewaterhouseCoopers LLP ("PwC"), who have certified certain of
the financial statements included or incorporated by reference in the
Registration Statement and the Prospectus as amended or supplemented, are, to
the best of the knowledge of the Company, independent certified public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representative of the release of
the Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented, and, in connection with such offer or the
sale of such Designated Securities, will use the Prospectus as amended or
supplemented, together with any amendment or supplement thereto, that
specifically describes such Designated Securities, in the form which has been
most recently distributed to them by the Company, only as permitted or
contemplated thereby, and will offer and sell such Designated Securities only as
permitted by the Act and the applicable securities laws or regulations of any
jurisdiction. The Representative will use its best efforts to inform the
Company when it has authorized the sale of the Underwriters' Securities to the
public and when it has been advised that such Underwriters' Securities have been
sold by the several Underwriters within a reasonable period of time after such
sales are completed.
The Company may specify in Schedule II to the Pricing Agreement
applicable to any Designated Securities that the Underwriters are authorized to
solicit offers to purchase Designated Securities from the Company pursuant to
delayed delivery contracts (herein called "Delayed Delivery Contracts"),
substantially in the form of Annex II attached hereto but with such changes
therein as the Representative and the Company may authorize or approve. If so
specified, the Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to the Representative, for the
accounts of the Underwriters, at the Time of Delivery (as defined in Section 4
hereof), such commission, if any, as may be set forth in such Pricing Agreement.
Delayed Delivery
4
<PAGE> 5
Contracts, if any, shall be with institutional investors of the types described
in the Prospectus as amended or supplemented and subject to other conditions
therein set forth. The Company will enter into a Delayed Delivery Contract in
each case where the Underwriters have arranged for such a contract and the
Company has advised the Representative of its approval of the proposed sale of
Contract Securities to the purchaser thereunder; provided, however, that the
minimum principal amount of Contract Securities covered by any Delayed Delivery
Contract (or the aggregate amount under Delayed Delivery Contracts with related
purchasers) shall be $1,000,000 and the aggregate principal amount of all
Contract Securities shall not exceed the maximum aggregate principal amount
specified in Schedule II to the Pricing Agreement with respect to the
Designated Securities specified therein, unless the Company shall otherwise
agree in writing. However, if the aggregate principal amount of Contract
Securities requested for delayed delivery is less than the minimum aggregate
principal amount specified in such Schedule II, the Company will have the right
to reject all requests. Each Underwriter to whom Contract Securities have been
attributed will make reasonable efforts to assist the Company in obtaining
performance by the purchaser in accordance with the terms of the Delayed
Delivery Contract covering such Contract Securities, but no Underwriter will
have any liability in respect of the validity or performance of any Delayed
Delivery Contract.
The Company will notify the Representative not later than 3:30 p.m.,
New York City time, on the third business day preceding the Time of Delivery
specified in the applicable Pricing Agreement (or such other time and date as
the Representative and the Company may agree upon in writing), such notice to be
confirmed in writing prior to such Time of Delivery, of the principal amount of
Contract Securities, and the name of, and principal amount thereof to be
purchased by, each purchaser. The principal amount of Contract Securities to be
deducted from the principal amount of Designated Securities to be purchased by
each Underwriter as set forth in Schedule I to the Pricing Agreement applicable
to such Designated Securities shall be, in each case, the principal amount of
Contract Securities of which the Company has been advised in writing prior to
the time of Delivery by the Representative as having been attributed to such
Underwriter, provided that, if the Company has not been so advised, the amount
of Contract Securities to be so deducted shall be, in each case, that proportion
of Contract Securities which the principal amount of Designated Securities to be
purchased by such Underwriter under such Pricing Agreement bears to the total
principal amount of the Designated Securities (rounded, as the Representative
may determine, to the nearest $1,000 principal amount) and that, subject to
Section 8 hereof, the total principal amount of Underwriters' Securities to be
purchased by all of the Underwriters pursuant to such Pricing Agreement shall be
the total principal amount of Designated Securities set forth in Schedule I to
such Pricing Agreement less the principal amount of the Contract Securities.
4. Underwriters' Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, shall be delivered (to the
extent practicable) in definitive form or in the form of one or more global
securities, as specified in such Pricing Agreement, by the Company to the
Representative, for the account of such Underwriter, against payment of the
purchase price therefor by such Underwriter or on its behalf, by wire or
internal bank transfer to an account specified by the Company, in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date or
by such other method of payment as the Representative and the Company may agree
upon in writing, the time and date of such delivery and payment being herein
called the "Time of Delivery". If any Underwriters' Securities are to be
delivered in definitive form, the Underwriters' Securities so delivered shall be
in such authorized denominations and shall be registered in such name or names
as the Representative shall request in writing at least 48 hours prior to the
Time of Delivery. For the purpose of expediting the checking of such Securities
by the Representative, the Company agrees to make such Securities available to
the Representative not later
5
<PAGE> 6
than 9:00 a.m., New York City time, on the business day next preceding the Time
of Delivery at the offices of the Representative designated in Section 11
hereof. If any Underwriters' Securities are to be delivered in global form,
unless otherwise provided in the applicable Pricing Agreement, the
Underwriters' Securities so delivered shall be deposited with, or on behalf of,
The Depository Trust Company (the "Depository") and registered in the name of
the Depository's nominee.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will make a payment to the Representative for the
accounts of the Underwriters, by wire or internal bank transfer to an account
specified by the Representative (or by such other method of payment as the
Representative and the Company may agree upon in writing), in the amount of any
compensation payable by the Company to the Underwriters in respect of any
Delayed Delivery Contracts as provided in Section 3 hereof and in the Pricing
Agreement relating to such Securities, or such amount may be deducted from the
amounts delivered pursuant to the preceding paragraph.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To make no amendment or any supplement to the Registration
Statement or the Prospectus as amended or supplemented after the date of the
Pricing Agreement relating to such Designated Securities and prior to the Time
of Delivery for such Designated Securities prior to having furnished the
Representative with a copy of the proposed form thereof and given the
Representative a reasonable opportunity to review the same; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of the Prospectus as
amended or supplemented and for so long as the delivery of a prospectus is
required by law in connection with the offering or sale of such Designated
Securities, and during such same period to advise the Representative, promptly
after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or become effective or any supplement to
the Prospectus as amended or supplemented or any amended Prospectus has been
filed or electronically transmitted for filing, of the issuance of any stop
order by the Commission, of the suspension of the qualification of such
Designated Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the
Registration Statement or the Prospectus as amended or supplemented or for
additional information; and, in the event of the issuance of any such stop
order or of any order preventing or suspending the use of any prospectus
relating to such Designated Securities or suspending any such qualification,
to use promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representative may reasonably request in order to qualify such Designated
Securities for offering and sale under the securities laws of such states as
the Representative may request and to continue such qualifications in effect
so long as necessary under such laws for the distribution of such Designated
Securities, provided that, in connection therewith the Company shall not be
required to qualify as a foreign corporation to do business, or to file a
general consent to service of process in any jurisdiction, and provided
further that the expense of maintaining any such qualification more than one
year from the date of the Pricing Agreement with respect to such Designated
Securities shall be at the expense of the Underwriters;
(c) To furnish the Underwriters with copies of the Registration
Statement (excluding exhibits) and copies of the Prospectus as amended or
supplemented in such quantities as the Representative may from time to time
reasonably request; and if, before a period of six months
6
<PAGE> 7
shall have elapsed after the date of the Pricing Agreement applicable to
such Designated Securities and the delivery of a prospectus shall be at the
time required by law in connection with sales of any such Designated
Securities, either (i) any event shall have occurred as a result of which
the Prospectus as amended or supplemented would include any untrue statement
of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, or (ii) for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus as
amended or supplemented or to file under the Exchange Act any document
incorporated by reference into the Prospectus as amended or supplemented in
order to comply with the Act or the Exchange Act, to notify the
Representative and upon its request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer participating
in the distribution of such Designated Securities as many copies as the
Representative may from time to time reasonably request of an amendment or a
supplement to the Prospectus as amended or supplemented which will correct
such statement or omission or effect such compliance; and in case any
Underwriter is required by law to deliver a prospectus in connection with
sales of any of such Designated Securities at any time six months or more
after the date of such Pricing Agreement, upon the request of the
Representative, but at the expense of such Underwriter, to prepare and
deliver to such Underwriter as many copies as the Representative may request
of an amended or supplemented prospectus complying with Section 10(a)(3) of
the Act;
(d) To make generally available to its security holders as soon as
practicable, but in any event no later than eighteen months after the
effective date of the Registration Statement (as such date is defined in Rule
158(c) under the Act), an earning statement of the Company and its
consolidated subsidiaries complying with Rule 158 under the Act and covering a
period of at least twelve consecutive months beginning after such effective
date;
(e) During a period of five years from the date of the Pricing
Agreement applicable to such Designated Securities, to furnish to the
Representative copies of all reports or other communications (financial or
other) furnished to security holders, and to deliver to the Representative,
during such same period, (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the Commission or
any national securities exchange on which any of the Securities or any class
of securities of the Company is listed, and (ii) such additional information
concerning the business and financial condition of the Company as the
Representative may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent that the accounts of
the Company and its subsidiaries are consolidated in reports furnished to its
security holders generally or to the Commission); and
(f) To pay or cause to be paid all costs and expenses incident to the
performance of its obligations hereunder, including the cost of all
qualifications of such Designated Securities under state securities laws
(including reasonable fees and disbursements of counsel to the Underwriters in
connection with such qualifications and with legal investment surveys), any
fees of rating agencies with respect to the Securities and the cost of
printing this Agreement, each Pricing Agreement and any Delayed Delivery
Contracts (it being understood that, except as provided in this subsection (f)
and in Section 10 hereof, the Underwriters will pay all of their own costs and
expenses, including the cost of printing any Agreement Among Underwriters, the
fees of their counsel, transfer taxes on resale of any of such Designated
Securities by them and any advertising expenses connected with any offers that
they may make).
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<PAGE> 8
6. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement applicable to such Designated Securities shall be
subject, in the discretion of the Representative, to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of the Time of Delivery for such Designated Securities, true and
correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, in all material respects, and
the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with or otherwise satisfied;
(b) J.M. Rintamaki, Esq., Vice President - General Counsel and
Secretary of the Company, or other counsel satisfactory to the Representative
in its reasonable judgment, shall have furnished to the Representative his
written opinion, dated the Time of Delivery for such Designated Securities, in
form satisfactory to the Representative in its reasonable judgment, to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with corporate power under the laws of such State to own
its properties and conduct its business as described in the Prospectus
as amended or supplemented, and is duly qualified and in good standing
to do business as a foreign corporation in the States of Michigan and
Ohio;
(ii) This Agreement and the Pricing Agreement applicable to the
Designated Securities each have been duly authorized, executed and
delivered by the Company;
(iii) The Indenture has been duly authorized, executed and
delivered by, and constitutes a valid and binding instrument of, the
Company and has been duly qualified under the Trust Indenture Act;
(iv) In the event that any of the Designated Securities are to be
purchased pursuant to Delayed Delivery Contracts, each Delayed
Delivery Contract which has been executed by the Company, has been
duly authorized, executed and delivered by the Company and, assuming
due authorization, execution and delivery by the purchaser thereunder,
is a valid and binding agreement of the Company;
(v) The Designated Securities have been duly authorized by the
Company; the Underwriters' Securities, assuming due authentication by
the Trustee, have been duly executed, authenticated, issued and
delivered and constitute valid and binding obligations of the Company
entitled to the benefits provided by the Indenture; and the Contract
Securities, if any, when duly executed and authenticated as provided
in the Indenture and issued and delivered in accordance with the
Delayed Delivery Contracts, if any, will constitute valid and binding
obligations of the Company entitled to the benefits provided by the
Indenture;
(vi) The issue and sale of the Designated Securities and the
compliance by the Company with all provisions of the Designated
Securities, the Indenture, this Agreement, the Pricing Agreement
applicable to the Designated Securities and each of
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<PAGE> 9
the Delayed Delivery Contracts, if any, will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under (in each case material to the Company
and its subsidiaries considered as a whole), or result in the
creation or imposition of any lien, charge or encumbrance (in each
case material to the Company and its subsidiaries considered as a
whole) upon any of the property or assets of the Company pursuant
to the terms of, any indenture, mortgage, deed of trust, loan
agreement, guarantee, lease financing agreement or other similar
agreement or instrument known to such counsel under which the
Company is a debtor or a guarantor, nor will such action result in
any violation of the provisions of the Certificate of Incorporation
or the By-Laws of the Company;
(vii) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the financial
statements and other accounting information contained or
incorporated by reference therein or omitted therefrom, as to which
such counsel need express no opinion), when they were filed with
the Commission, complied as to form in all material respects with
the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder;
(viii) The Registration Statement has become effective under
the Act and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceeding for that purpose has been instituted or
threatened by the Commission; the Registration Statement and the
Prospectus as amended or supplemented and any further amendments and
supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities (other than Exhibit 12 to the
Registration Statement and the financial statements and other
accounting information contained in the Registration Statement or
the Prospectus as amended or supplemented or any further amendments
or supplements thereto, or omitted therefrom, as to which such
counsel need express no opinion) comply as to form in all material
respects with the requirements of the Act and the rules and
regulations thereunder; and the statements in the Registration
Statement and the Prospectus as amended or supplemented in the
sections thereof describing the Securities and the Designated
Securities are accurate and fairly present the information required
or purported to be shown;
(ix) Such counsel believes that neither the Registration
Statement(other than Exhibit 12 thereto and the financial statements
and other accounting information contained therein or omitted
therefrom, as to which such counsel need express no opinion) nor
any amendment thereto, at the time the same became effective,
contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary
to make the statements therein not misleading;
(x) Such counsel believes that on the date of the Prospectus
as amended or supplemented relating to the Designated Securities
and at the Time of Delivery the Prospectus as amended or
supplemented (other than the financial statements and other
accounting information contained therein or omitted therefrom, as
to which such counsel need express no opinion) together with any
supplement thereto, does not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading;
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<PAGE> 10
(xi) Such counsel does not know of any contract or other document
of a character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the
Prospectus as amended or supplemented or required to be described in
the Registration Statement or the Prospectus as amended or
supplemented which is not filed or incorporated by reference or
described as required; and
(xii) Such counsel does not know of any legal or governmental
proceeding pending to which the Company is a party or of which any
property of the Company is the subject, and no such proceedings are
known by such counsel to be threatened or contemplated by governmental
authorities or threatened by others, other than as set forth or
contemplated in the Prospectus as amended or supplemented and other
than such proceedings which, in his opinion, will not have a material
adverse effect upon the general affairs, financial position, net worth
or results of operations (on an annual basis) of the Company and its
subsidiaries considered as a whole.
Such opinion may be made subject to the qualification that the enforceability
of the terms of the Indenture, the Delayed Delivery Contracts, if any, and the
Designated Securities may be limited by bankruptcy, insolvency, reorganization
or other similar laws relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law;
(c) Shearman & Sterling, counsel to the Underwriters, shall have
furnished to the Representative its written opinion, dated the Time of
Delivery for such Designated Securities, in form satisfactory to the
Representative in its reasonable judgment, to the effect that:
(i) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware and
has the corporate power under the laws of such State to own its
properties and carry on its business as set forth in the Prospectus as
amended or supplemented;
(ii) The Indenture has been duly qualified under the Trust
Indenture Act, has been duly authorized, validly executed and
delivered by the Company and constitutes a valid and binding
obligation of the Company;
(iii) The Designated Securities have been duly authorized by the
Company; the Underwriters' Securities, when executed by the Company
and authenticated by the Trustee in accordance with the Indenture and
delivered and paid for as provided in this Agreement and the
applicable Pricing Agreement, will have been duly issued under the
Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits provided by the Indenture; and any
Contract Securities (if executed by the Company and authenticated by
the Trustee as aforesaid), when delivered and paid for as provided in
the Delayed Delivery Contracts, will have been duly issued under the
Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits of the Indenture;
(iv) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and other
accounting information
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<PAGE> 11
contained or incorporated by reference therein or omitted therefrom,
as to which such counsel need express no opinion), when they were
filed with the Commission, appeared on their face to be appropriately
responsive in all material respects to the requirements of the
Exchange Act and the rules and regulations of the Commission
thereunder;
(v) The Registration Statement has become effective under the
Act, is still effective, and to the best knowledge of such counsel no
proceedings for a stop order are pending or threatened;
(vi) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments or supplements thereto made by
the Company prior to the Time of Delivery for the Designated
Securities (other than Exhibit 12 to the Registration Statement and
the financial statements and other accounting information contained in
the Registration Statement or the Prospectus as amended or
supplemented or any further amendments or supplements thereto, or
omitted therefrom, as to which such counsel need express no opinion)
appear on their face to be appropriately responsive in all material
respects to the requirements of the Act and the rules and regulations
of the Commission thereunder;
(vii) The Indenture and the Designated Securities conform as to
legal matters with the descriptions thereof contained in the
Registration Statement and the Prospectus as amended or supplemented;
and
(viii) This Agreement and the Pricing Agreement with respect to
the Designated Securities have been duly authorized, executed and
delivered by the Company.
Such opinion shall also state that, while such counsel have not verified, and
are not passing upon and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, they have generally reviewed and discussed such
statements with certain officers and employees of the Company, with their
counsel and auditors and with the representatives of the Underwriters, and in
the course of such review and discussions, no facts came to the attention of
such counsel which lead them to believe that the Registration Statement, at
the time that such Registration Statement became effective (other than the
financial statements and other accounting information contained therein, or
omitted therefrom, as to which they have not been requested to comment),
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of the date
thereof (other than the financial statements and other accounting information
contained therein, or omitted therefrom, as to which they have not been
requested to comment), included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture and the Designated Securities may
be limited by bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting the enforcement of creditors' rights generally and by
general equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law;
(d) (i) At the Time of Delivery for such Designated Securities, PwC
shall have furnished to the Representative a letter dated such Time of
Delivery, in form satisfactory
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<PAGE> 12
to the Representative in its reasonable judgment, to the effect set forth in
Annex III hereto and as to such other matters as the Representative may
reasonably request as shall be referred to in Schedule II to the Pricing
Agreement applicable to such Designated Securities;
(e) Since the respective dates as of which information is given in the
Prospectus as amended or supplemented, there shall not have occurred any
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or assets of the
Company and its subsidiaries considered as a whole, or any material adverse
change in the financial position or results of operations of the Company and
its subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, which in any such
case makes it impracticable or inadvisable in the reasonable judgment of the
Representative to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(f) Since the time of execution of the Pricing Agreement applicable to
the Designated Securities, the United States shall not have become engaged in
hostilities which have resulted in the declaration of a national emergency or
a declaration of war, which makes it impracticable or inadvisable in the
reasonable judgment of the Representative to proceed with the public offering
or the delivery of the Designated Securities on the terms and in the manner
contemplated in the Prospectus as amended or supplemented; and
(g) The Company shall have furnished or caused to be furnished to the
Representative, at the Time of Delivery for such Designated Securities, a
certificate in form satisfactory to the Representative in its reasonable
judgment to the effect that: (i) the representations and warranties of the
Company contained in this Agreement are true and correct on and as of such
Time of Delivery as though made at and as of such Time of Delivery; (ii) the
Company has duly performed, in all material respects, all obligations required
to be performed by it pursuant to the terms of this Agreement at or prior to
such Time of Delivery; (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or, to the knowledge of the Company, threatened by the
Commission and all requests for additional information on the part of the
Commission have been complied with or otherwise satisfied; and (iv) at and as
of such Time of Delivery neither the Registration Statement nor the Prospectus
as amended or supplemented contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that no such
certificate shall apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter through the Representative expressly for use therein.
The obligations of the Company and the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
are subject to the additional condition that there shall have been furnished to
the Company and such Underwriters, at the Time of Delivery for such Designated
Securities, such certificates of officers as shall, in the reasonable judgment
of the Representative and the Company, be appropriate to indicate that the
Indenture has been duly authorized, executed and delivered by the Trustee and is
a valid and binding agreement of the Trustee.
7. (a) The Company will indemnify and hold harmless each Underwriter
of the applicable Designated Securities against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject with
respect to such Designated Securities, under the Act
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<PAGE> 13
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement or the Prospectus as amended or supplemented, or any
amendment or supplement thereto with respect to such Designated Securities, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated
Securities through the Representative expressly for use therein; and provided
further that the Company shall not be liable to any Underwriter of Designated
Securities or any person controlling such Underwriter under the indemnity
agreement in this subsection (a) with respect to any of such documents to the
extent that any such loss, claim, damage or liability of such Underwriter or
controlling person results from the fact that such Underwriter sold such
Designated Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (excluding documents
incorporated by reference), whichever is most recent, if the Company has
previously furnished copies thereof to such Underwriter.
The indemnity agreement in this subsection (a) shall be in addition to
any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act.
(b) Each Underwriter of the applicable Designated Securities will
indemnify and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject with respect to such
Designated Securities, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus as amended
or supplemented, or any amendment or supplement thereto with respect to such
Designated Securities, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any of
such documents in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representative
expressly for use therein; and will reimburse the Company for any legal fees
or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.
The indemnity agreement in this subsection (b) shall be in addition to
any liability which the Underwriters may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the Company and
to each person, if any, who controls the Company within the meaning of the
Act.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of written notice of the commencement of any action such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof, and in the event that such indemnified
party shall not so
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<PAGE> 14
notify the indemnifying party within 30 days following receipt of any such
notice by such indemnified party, the indemnifying party shall have no further
liability under such subsection to such indemnified party unless such
indemnifying party shall have received other notice addressed and delivered in
the manner provided in the second paragraph of Section 11 hereof of the
commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein, and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party in its
reasonable judgment, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters of the Designated Securities on
the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and such
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received
by such Underwriters, in each case as set forth in the table on the cover page
of the Prospectus as amended or supplemented with respect to such Designated
Securities. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission, including, with respect to any such
Underwriter, the extent to which such losses, claims, damages or liabilities
(or actions in respect thereof) result from the fact that such Underwriter
sold such Designated Securities to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
Prospectus or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference), whichever is most recent, if the
Company has previously furnished copies thereof to such Underwriter. The
Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating
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<PAGE> 15
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable
Designated Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of Underwriters of Designated Securities
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
8. If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase under the Pricing
Agreement applicable to such Securities, the Representative may in its
discretion arrange for itself or for another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If
within 36 hours after such default by any Underwriter the Representative do
not arrange for the purchase of such Underwriters' Securities, then the
Company shall be entitled to a further period of 36 hours within which to
procure another party or other parties to purchase such Underwriters'
Securities on such terms. In the event that, within the respective prescribed
periods, the Representative notify the Company that it has so arranged for the
purchase of such Underwriters' Securities, or the Company notifies the
Representative that it has so arranged for the purchase of such Underwriters'
Securities, the Representative or the Company, respectively, shall have the
right to postpone the Time of Delivery for such Underwriters' Securities for a
period of not more than seven days in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or any other documents or arrangements, and the
Company agrees to file promptly any amendments to the Registration Statement
or the Prospectus as amended or supplemented which in the opinion of Shearman
& Sterling and counsel for the Company referred to in Section 6(b) hereof may
thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
it had originally been a party to the Pricing Agreement with respect to such
Designated Securities. In the event that neither the Representative nor the
Company arrange for another party or parties to purchase such Underwriters'
Securities as provided in this Section, the Company shall have the right to
require each non-defaulting Underwriter to purchase and pay for the
Underwriters' Securities which such non-defaulting Underwriter agreed to
purchase under the Pricing Agreement relating to such Designated Securities
and, in addition, to require each non-defaulting Underwriter to purchase the
Underwriters' Securities which the defaulting Underwriter or Underwriters
shall have so failed to purchase up to an amount thereof equal to 10% of the
principal amount of the Underwriters' Securities which such non-defaulting
Underwriter has otherwise agreed to purchase under the Pricing Agreement
relating to such Designated Securities; provided, however, that if the
aggregate principal amount of Underwriters' Securities which any defaulting
Underwriter or Underwriters shall have so failed to purchase is more than
one-eleventh of the aggregate principal amount of the Designated Securities,
then the Pricing Agreement relating to such Designated Securities may be
terminated either by the Company or, through the Representative, by such
Underwriters as have agreed to purchase in the aggregate 50% or more of the
remaining Designated Securities under the Pricing Agreement relating to such
Designated Securities, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses referred to in Section
5(f) hereof and the indemnification provided in Section 7 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
9. The respective indemnities, agreements, representations, warranties
and other statements of the Underwriters and the Company hereunder, as set
forth in this Agreement or made by them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
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<PAGE> 16
investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or the Company or any of its officers or directors
or any controlling person, and shall survive delivery of and payment for the
Designated Securities.
10. If any Pricing Agreement shall be terminated pursuant to Section 8
hereof, or if any Designated Securities are not delivered by the Company as
provided herein because the condition set forth either in the last paragraph
of Section 6 or in Section 6(f) has not been met, the Company shall then be
under no liability hereunder to any Underwriter, except as provided in Section
5(f) and Section 7 hereof; but if for any other reason any Designated
Securities are not delivered by the Company as provided herein, the Company
will be liable to reimburse the Underwriters, through the Representative, for
all out-of-pocket expenses, including counsel fees and disbursements, as
approved in writing by the Representative, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Designated Securities, but the Company shall then have no further liability to
any Underwriter except as provided in Section 5(f) and Section 7 hereof.
11. In all dealings with the Company under this Agreement and each
Pricing Agreement, the Representative of the Underwriters of Designated
Securities shall act on behalf of each of such Underwriters, and the Company
shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by the Representative.
All statements, requests, notices and agreements hereunder shall be in
writing, or by telegram if promptly confirmed in writing, and if to the
Representative or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the Representative at
_______________________, and if to the Company shall be sufficient in all
respects if delivered or sent by registered mail to the Company at The
American Road, Dearborn, Michigan 48121, attention of the Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 7(c) hereof
shall be delivered or sent by registered mail directly to such Underwriter at
its principal office.
12. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters and the Company, and to
the extent provided in Section 7 and Section 9 hereof, the officers and
directors of the Company and any person who controls any Underwriter or the
Company, and their respective personal representatives, successors and
assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement. No purchaser of any
of the Designated Securities from any Underwriter shall be construed a
successor or assign by reason merely of such purchase.
13. Time shall be of the essence of each Pricing Agreement.
14. This Agreement and each Pricing Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.
15. This Agreement and each Pricing Agreement may be executed by each
of the parties hereto and thereto in any number of counterparts, and by each
of the parties hereto and thereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
16
<PAGE> 17
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon the acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement.
Very truly yours,
FORD MOTOR COMPANY
By: ____________________
Name:
Title:
Accepted in New York, New York,
as of the date hereof:
[NAME OF REPRESENTATIVE]
By: ____________________
Name:
Title:
17
<PAGE> 18
ANNEX I
Pricing Agreement
[Name of Representative],
as Representative of the
Several Underwriters named
in Schedule I hereto
[Address of Representative]
_________, 19___
Ladies and Gentlemen:
Ford Motor Company, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement dated __________, 19__ (the "Underwriting Agreement") between the
Company and _________________, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety and
shall be deemed to be a part of this Pricing Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting Agreement
relating to the Prospectus shall be deemed to have been made as of the date of
the Underwriting Agreement and, with respect to the Prospectus as amended or
supplemented applicable to the Designated Securities covered by this Pricing
Agreement, shall be deemed to have been made as of the date of this Pricing
Agreement. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be electronically
transmitted for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto [, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, [as may be specified
in such Schedule II] [attributable to such Underwriter as determined pursuant to
Section 3 of the Underwriting Agreement]].
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein
<PAGE> 19
ANNEX I - 2
by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the Master Agreement Among Underwriters, the form of
which you have delivered to us. You represent that you are authorized on
behalf of yourselves and each of the Underwriters to enter into this Pricing
Agreement.
Very truly yours,
FORD MOTOR COMPANY
By: ____________________
Name:
Title:
Accepted as of the date hereof:
[NAME OF REPRESENTATIVE]
By: ____________________
Name:
Title:
<PAGE> 20
SCHEDULE I TO PRICING AGREEMENT
Principal Amount
Of Designated
Securities to
Underwriters be Purchased
------------ ------------
[Name of Representative] ............................ $
[Names of Other Underwriters]........................
-------------
Total................................................ $
=============
<PAGE> 21
SCHEDULE II TO PRICING AGREEMENT
Title of Designated Securities:
[ %] [Extendable] [Floating Rate] [Zero Coupon] [Notes] [Debentures]
due
Aggregate principal amount:
$
Denominations:
[$1,000] [$5,000] [$ ]
Price to Public:
% of the principal amount of the Underwriters' Securities, plus
accrued interest from to [and accrued
amortization, if any, from to ]
Purchase Price by Underwriters:
% of the principal amount of the Underwriters' Securities, plus
accrued interest from to [and accrued
amortization, if any, from to ]
Maturity:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No redemption provisions]
[The Designated Securities may be redeemed, [otherwise than through the
sinking fund,] in whole or in part at the option of the Company, in the
amount of $ or an integral multiple thereof,
[on or
after , at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before
, , %, and if] redeemed during the 12-month period beginning
,
Year Redemption Price
---- ----------------
<PAGE> 22
Sch. II - 2
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling on or after ,
, at the election of the Company, at a redemption price equal to
the principal amount thereof, plus accrued interest to the date of
redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund
to retire $ principal amount of Designated Securities on
in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Securities in the
years through at 100% of their principal amount plus accrued
interest.]
[If Designated Securities are Extendable Debt
Securities, insert--
Extendable Provisions:
The Designated Securities are repayable on , at the option of
the holder, at their principal amount with accrued interest. The initial
annual interest rate will be %, and thereafter the annual interest
rate will be adjusted on , , and to a rate not
less than % of the effective annual interest rate on
obligations with year maturities as of the [interest date 15 days
prior to maturity date] prior to such [insert maturity date].]
[If Designated Securities are Floating Rate Debt
Securities, insert--
Floating Rate Provisions:
The initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , ,
and ] [to an annual rate of % above the average rate for
-year [-month] [securities] [certificates of deposit] by and
[insert names of banks].] [and the annual interest rate
[thereafter] [from through ] will be the interest yield
equivalent of the weekly average per annum market discount rate for
-month Treasury bills plus % of the Interest Differential (the
excess, if any, of (i) the then-current weekly average per annum
secondary market yield for -month certificates of deposit over (ii)
the then-current interest yield equivalent of the weekly average per
annum market discount rate for -month Treasury bills); [from
and thereafter the rate will be the then-current interest yield
equivalent plus % of the Interest Differential].]
<PAGE> 23
Sch. II - 3
Time of Delivery:
[time and date], 19
Closing Location:
Shearman & Sterling, New York, New York
Funds in which Underwriters to make Payment:
[Immediately available funds] [[New York] Clearing House funds]
Delayed Delivery:
[None]
[Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into. Such commission shall be payable to the order of
.]
[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]
[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]
[Additional Comfort Procedures:]
[Other Terms:]
<PAGE> 24
ANNEX II
Delayed Delivery Contract
, 19
FORD MOTOR COMPANY
c/o [Name and address of Representative]
Attention:
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Ford Motor Company
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned, principal amount of the Company's [Title of Designated Securities]
(hereinafter called the "Designated Securities"), offered by the Company's
Prospectus dated , 19 , as amended or supplemented, receipt of a copy of which
is hereby acknowledged, at a purchase price of % of the principal amount
thereof, plus accrued interest from the date from which interest accrues as set
forth below, and on the further terms and conditions set forth in this contract.
[The undersigned will purchase the Designated Securities from the Company on
, 19 (the "Delivery Date"), and interest on the Designated Securities so
purchased will accrue from , 19 . Each of the Designated Securities
will be dated the Delivery Date thereof.] [The undersigned will purchase the
Designated Securities from the Company on the delivery date or dates and in the
principal amount or amounts set forth below:
<TABLE>
<CAPTION>
Principal Date from Which
Delivery Date Amount Interest Accrues
- ------------- --------- ----------------
<S> <C> <C>
, 19 $
, 19 $
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date". Each of the Designated
Securities will be dated the Delivery Date thereof.]
Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its order
by [wire or internal bank transfer to an account specified by the
Company][certified or official bank check] in [Immediately available funds]
[[New York] Clearing House funds][at the office of ][at 9:30 a.m.,
New York City time,] on [the] [such] Delivery Date upon delivery to the
undersigned of the Designated Securities then to be purchased by the undersigned
in definitive fully registered form and in such denominations and registered in
such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business days
prior to [the] [such] Delivery Date.
<PAGE> 25
Annex II - 2
The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
conditions that (1) the purchase of Designated Securities by the undersigned
shall not on [the] [such] Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company, on or
before , 19 , shall have sold to the several Underwriters, pursuant
to the Pricing Agreement dated , 19 with the Company, an
aggregate principal amount of Designated Securities equal to $ minus
the aggregate principal amount of Designated Securities covered by this
contract and other contracts similar to this contract. The obligation of the
undersigned to take delivery of and make payment for Designated Securities
shall not be affected by the failure of any purchaser to take delivery of and
make payment for Designated Securities pursuant to other contracts similar to
this contract.
Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.
The undersigned represents and warrants to the Company that, as of the
date of this contract, the undersigned is not prohibited from purchasing the
Designated Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by any party
hereto without the written consent of the other parties.
This contract may be executed by the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
<PAGE> 26
Annex II - 3
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the sole discretion of the
Company and that, without limiting the foregoing, acceptances of such contract
need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.
Yours very truly,
By ___________________________
(Signature)
___________________________
(Name and Title)
___________________________
(Address)
Accepted, , 19
FORD MOTOR COMPANY
By: ___________________________
Name:
Title:
THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY [NAME OF
REPRESENTATIVE] NOT LATER THAN 5:00 P.M. ON , ACCOMPANIED BY A
CERTIFICATE OF SECRETARY OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, AS TO
THE AUTHORITY OF THE PERSON OR PERSONS SIGNING THIS CONTRACT.
<PAGE> 27
ANNEX III
Matters to be Covered by Letters of
PwC
(i) They are independent certified public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the applicable
published rules and regulations thereunder, and the statement in each
Registration Statement in answer to Item 10 of Form S-3 is accurate insofar as
it relates to them;
(ii) In their opinion, the audited consolidated financial statements of
the Company and its subsidiaries included or incorporated by reference in the
Company's Annual Report on Form 10-K most recently filed with the Commission
and covered by their report included therein (the "audited financials") comply
as to form in all material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the published rules and
regulations under the Act or the Exchange Act, as applicable;
(iii) On the basis of limited procedures, not constituting an audit, which
have been carried out through a specified date not more than two business days
prior to the date of each such letter,* including (1) performing the procedures
specified by the American Institute of Certified Public Accountants for a
review of interim financial information as described in Statements on Auditing
Standards No. 71, "Interim Financial Information," on the unaudited
consolidated financial statements of the Company and its subsidiaries included
in the Company's Quarterly Reports on Form 10-Q filed with the Commission from
the beginning of the Company's fiscal year through the date of such letter (the
"quarterly financials"), (2) a reading of the minutes of the meetings of the
Board of Directors, Executive Committee, Finance Committee, Audit Committee and
stockholders of the Company since the date of the audited financials, (3)
inquiries of certain officials of the Company responsible for financial and
accounting matters as to transactions and events subsequent to the date of the
audited financials, and (4) such other procedures and inquiries as may be
described in each such letter, nothing has come to their attention which has
caused them to believe that:
(A) Any material modifications should be made to the quarterly
financials for them to be in conformity with generally accepted
accounting principles; or
(B) The quarterly financials do not comply as to form in all
material respects with the applicable accounting requirements of the
Exchange Act and the related published rules and regulations; or
(C) As of the last day of the month immediately preceding the date
of such letter, unless such day is less than five business days prior to
the date of such letter, in which case as of the last day of the second
month immediately preceding the date of such letter (or such other date
---------------
*[In the case of letters delivered pursuant to Section 6(d)(i)
of the Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective date of
[the] [each] Registration Statement or not more than two business days prior
to the most recent report filed with the Commission containing financial
statements, if the date of such report is later than such effective date.]
<PAGE> 28
ANNEX III-2
as shall be mutually agreed upon by the Company and the Representative),
there was any change with respect to the Company and its subsidiaries in
the capital stock other than changes resulting from acquisitions or
issuances of shares relating to employee benefit plans or resulting from
conversions of convertible debt of the Company's subsidiaries or
resulting from purchases of shares pursuant to the Company's announced
stock repurchase program or any net change (i) in aggregate debt
(excluding inter-company debt and deposit accounts) of any Financial
Services subsidiary of the Company which had aggregate outstanding debt
of $1 billion or more as of the date of its most recent quarterly
financial statements, or (ii) in aggregate debt (excluding inter-company
debt) of the Company and any Automotive subsidiary of the Company which
had aggregate outstanding debt of $250 million or more as of the date of
its most recent quarterly financial statements, as compared in each case
with the corresponding amounts of outstanding debt in the balance sheets
of the Company and each of such subsidiaries as of the date of their most
recent quarterly financial statements, except, in all instances, for
changes which the most recent report filed by the Company or any such
subsidiary with the Commission containing financial statements disclosed
have occurred or may occur or which are described in such letter; and
(iv) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and its
subsidiaries, with respect to certain items of information included in each
Registration Statement, in the reports filed with the Commission from the
beginning of the Company's fiscal year through the date of such letter* and, in
the case of each letter to be delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, in the Prospectus as amended or supplemented through
the date of such letter, and have found such items to be in agreement with such
records.
- ---------------
*[In the case of letters delivered pursuant to Section 6(d)(i) of the
Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective date of
[the] [each] Registration Statement or not more than two business days prior
to the most recent report filed with the Commission containing financial
statements, if the date of such report is later than such effective date.]
<PAGE> 1
EXHIBIT 5
[FORD LETTERHEAD]
August 27, 1999
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Ford Motor Company (the "Company") on
or about the date hereof with the United States Securities and Exchange
Commission (the "Commission") pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), with respect to the proposed sale by
the Company of its debt securities (the "Debt Securities").
As the Vice President - General Counsel and the Secretary of the Company,
I am familiar with the Restated Certificate of Incorporation and the By-Laws and
with the affairs of the Company. 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 on 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. When (a) the registration requirements of the Securities Act and such
state Blue Sky or securities laws as may be applicable have been complied with,
(b) the indenture between the Company and the Trustee pursuant to which the
Debt Securities are to be issued (the "Indenture") has been qualified under the
United States Trust Indenture Act of 1939, as amended, (c) the form or forms of
the Debt Securities and the final terms thereof have been duly approved or
established in accordance with the terms of the Indenture, and (d) the Debt
Securities have been duly executed, authenticated, completed, issued and
delivered against payment therefor, the Debt Securities will thereupon be
legally issued and binding obligations of the Company.
<PAGE> 2
-2-
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/ John M. Rintamaki
John M. Rintamaki
Vice President - General Counsel
and Secretary
<PAGE> 1
EXHIBIT 15
[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
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 26, 1999.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 23.1
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-3 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.
We also consent to the references to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Detroit, Michigan
August 26, 1999
<PAGE> 1
EXHIBIT 24
FORD MOTOR COMPANY
CERTIFICATE OF AN ASSISTANT SECRETARY
-------------------------------------
The undersigned, Kathryn S. Lamping, an Assistant Secretary of Ford Motor
Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions attached as Exhibit A hereto are true and correct copies of
resolutions excerpted from the minutes of proceedings of the Board of Directors
of the Company; such resolutions were duly adopted by the Board of Directors of
the Company at a meeting held on April 8, 1999; and such resolutions are in full
force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 27th day of August, 1999.
/s/ Kathryn S. Lamping
------------------------
Kathryn S. Lamping
Assistant Secretary
[SEAL]
<PAGE> 2
EXHIBIT A
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting of
the Board of Directors of Ford Motor Company
on April 8, 1999
________________________________________
RESOLUTIONS RELATING TO ISSUANCE OF DEBT
SECURITIES AND LOAN AGREEMENTS
Public Offerings
- ----------------
RESOLVED, That the Company be and hereby is authorized to issue and sell,
in one or more public offerings, debt securities, to be denominated when issued
in U.S. dollars or any foreign currency or currencies, consisting of notes,
debentures, warrants, guarantees or other securities, or any combination thereof
("Debt Securities"), in an aggregate principal amount not to exceed U.S.
$5,000,000,000 or the equivalent thereof, with such maturity dates, in such
relative principal amounts, in such currencies, at such interest rates (either
on a fixed or floating basis) or original issue discounts, as applicable, and
upon such additional terms and conditions (including, without limitation,
provisions for subordination) as may be fixed by the President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer, or
the Vice President and Treasurer, and that each such officer be and hereby is
authorized to determine the terms of the Debt Securities, including, without
limitation, the respective maturity dates, the relative principal amounts, the
respective currencies, the stated rates of interest (either on a fixed or
floating basis) to be borne by, or the original issue discounts applicable to,
the Debt Securities, any provisions for subordination of the Debt Securities,
any provisions for conversion of the Debt Securities into other Debt Securities
or into securities of one or more affiliates of the Company, the terms and the
price or prices for any prepayment or redemption of the Debt Securities pursuant
to a sinking fund or otherwise, and the purchase prices to be paid by any
underwriters or any firm, institution, partnership or other person purchasing
the Securities.
Private Offerings
- -----------------
RESOLVED, That the Company be and hereby is authorized to issue and sell,
in one or more private offerings, debt securities, to be denominated when issued
in U.S. dollars or any foreign currency or currencies, consisting of notes,
debentures, warrants, guarantees or other securities, or any combination thereof
("Privately-placed Securities"), in an aggregate principal amount not to exceed
U.S. $5,000,000,000 or the equivalent thereof, in such relative principal
amounts, with such maturity date or dates, at such interest rate or rates, at
such redemption price or prices, at such purchase price or prices to be paid by
the purchasers thereof and upon such additional terms and conditions as may be
fixed by the President and Chief Executive Officer, the Executive Vice President
and Chief Financial Officer, or the Vice President and Treasurer; and each such
officer be and hereby is authorized to embody such determinations in the
Privately-placed Securities, in one or more Note Agreements, Purchase Agreements
or Loan Agreements or in any other agreement, instrument or document, as any
such officer shall determine.
<PAGE> 3
- 2 -
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, to execute and deliver such Privately-placed
Securities, Note Agreements, Loan Agreements, Purchase Agreements or other
agreements or instruments and documents as may be approved pursuant to the next
preceding resolution.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company to take any action (including, without limitation,
the payment of expenses) and to execute and deliver any and all 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.
Euro-Currency, Euro-Dollar and Foreign Currency Offerings
- ---------------------------------------------------------
RESOLVED, That the Company be and hereby is authorized to issue and sell,
in one or more public or private offerings in the Euro-Dollar market, or in
Europe, Japan or elsewhere outside the United States, through underwriters or
otherwise, debt securities payable in U.S. dollars or in any European or other
foreign currency, in an aggregate principal amount not to exceed U.S.
$5,000,000,000 or the equivalent thereof, consisting of notes, debentures,
warrants, guarantees or other securities, or any combination thereof ("Foreign
Securities"), in such principal amounts, at such rates of interest, with such
maturities and on such other terms and conditions as may be approved by the
President and Chief Executive Officer, the Executive Vice President and Chief
Financial Officer, or the Vice President and Treasurer, and, in connection
therewith, each such officer, and also the Secretary, any Assistant Secretary
and any Assistant Treasurer, and each of them, be and hereby is authorized, in
the name and on behalf of the Company, to execute (by manual or facsimile
signature) and deliver one or more Notes, Underwriting Agreements, Note
Agreements, Purchase Agreements, Loan Agreements, Fiscal Agency Agreements,
Indentures, Prospectuses, Offering Circulars, Listing Applications and any other
agreements or instruments and documents as any such officer shall determine.
<PAGE> 4
- 3 -
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized 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 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 the next preceding resolution.
Loan Agreements
- ---------------
RESOLVED, That the Company be and hereby is authorized to borrow from
banks, trust companies, affiliates of the Company or other persons, under and
pursuant to loan agreements or other borrowing arrangements ("Loan Agreements"),
an aggregate amount not to exceed at any one time outstanding the sum of U.S.
$5,000,000,000 or the equivalent thereof, in such principal amounts, at such
rates of interest, with such maturities and on such other terms and conditions
as may be approved by the President and Chief Executive Officer, the Executive
Vice President and Chief Financial Officer, or the Treasurer.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized, in the name and on behalf of the Company, to execute and
deliver Loan Agreements between the Company and such banks, trust companies,
affiliates or other persons, respectively, providing for, among other things,
loans to the Company on such terms as may be approved pursuant to the next
preceding resolution and containing such other terms and provisions as the
officer or officers executing such Loan Agreements may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized in the name and on behalf of the Company (a) to execute
and deliver promissory notes of the Company ("Promissory Notes") pursuant to the
terms and conditions of the Loan Agreements evidencing the indebtedness of the
Company to such banks, trust companies, affiliates or other persons and
containing such other terms and provisions as the officer or officers executing
such Promissory Notes may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof and (b) to take
any other action (including, without limitation, the payment of expenses) and to
execute and deliver any and all other 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 the foregoing resolutions.
<PAGE> 5
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Industrial Development Revenue Bonds
- ------------------------------------
RESOLVED, That up to U.S. $5,000,000,000 in aggregate cost of equipment,
machinery, structures and related property and facilities installed or to be
installed at any assembly plant or any other facility of the Company be and
hereby is authorized to be financed by the Company through one or more
offerings of serial and/or term industrial development revenue bonds or other
types of debt securities ("Bonds"), to be issued by governmental authorities
authorized to issue Bonds in the relevant locations.
RESOLVED, That the President and Chief Executive Officer, the Executive
Vice President and Chief Financial Officer, and the Vice President and
Treasurer, and each of them, be and hereby are authorized to approve, with
respect to each offering of Bonds, (i) the terms of such Bonds, including,
without limitation, the principal amount thereof; the stated rate or rates of
interest to be borne thereby; the maturity date or dates thereof; the respective
proportions thereof which shall be serial Bonds and term Bonds; and the price or
prices for redemption thereof pursuant to any sinking fund or otherwise; (ii)
the issuer or issuers and the form, terms and provisions of one or more letters
of credit relating to payment of such Bonds or of any of the Company's
obligations in connection therewith and the form, terms and provisions of any
reimbursement agreements pertaining to such letters of credit; (iii) the Trustee
or Trustees to serve under and the form, terms and provisions of one or more
indentures ("Indentures") covering such Bonds; (iv) the paying agent or paying
agents for such Bonds; and (v) the form, terms and provisions of any purchase
agreement or underwriting agreement ("Underwriting Agreement") relating to such
Bonds, including the purchase price or prices to be paid by the purchasers or
the underwriters ("Underwriters") thereunder and the sale price or prices or the
initial public offering price or prices of such Bonds.
RESOLVED, That, in connection with each offering of Bonds, preparation of
one or more official statements ("Official Statements") containing information
with respect to such Bonds and the governmental issuer of such Bonds and
information with respect to, and financial statements of, the Company, be and
hereby is authorized and approved; that the appropriate officer or officers of
the Company, and each of them, be and hereby are authorized to prepare (and if
it shall appear necessary, appropriate or desirable to such officers, 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 such Official Statement, containing such
information (including, without limitation, any amendments, attachments,
exhibits and other documents relating thereto or required by law, regulation or
practice in connection therewith), as the officer or officers executing the
related letter of representation may deem necessary, appropriate or desirable;
and that the appropriate officers of the Company, and each of them, be and
hereby are authorized to cause any such Official Statement to be delivered to
the Underwriters named in the related Underwriting Agreement for use in
connection with such offering.
<PAGE> 6
- 5 -
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company, to purchase, to arrange for the purchase of, or to
direct the Trustee under any Indenture to purchase, Bonds in connection with any
sinking fund under the provisions of any Indenture.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, to take any and all action which such officers, or
any of them, may deem necessary, appropriate or desirable in order to obtain a
permit for, register or qualify all or part of each offering of Bonds for
issuance and sale, or to request an exemption from registration of such
securities, or to register or obtain a license for the Company as a dealer or
broker under the securities laws of such states of the United States of America
as such officers, or any of them, may deem necessary, appropriate or desirable,
and in connection with such registrations, permits, licenses, qualifications and
exemptions to execute, acknowledge, verify, deliver, file and publish all such
applications, reports, resolutions, irrevocable consents to service of process,
powers of attorney and other papers and instruments as may be required under
such laws, and to take any and all further action which such officers, or any of
them, may deem necessary, appropriate or desirable in order to maintain such
registration in effect for so long as such officers, or any of them, may deem to
be in the best interests of the Company.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized, 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 letters,
agreements, documents or other writings (including a letter of representation,
an installment sales contract, a lease or a loan agreement and a promissory
note), that such officer or officers may deem necessary, appropriate or
desirable in order to facilitate any offering of Bonds and otherwise carry out
the purposes and intents of each and all of the foregoing resolutions.
Overall Limitation on Indebtedness
- ----------------------------------
RESOLVED, That notwithstanding the provisions of the preceding resolutions
relating to Public Offerings; Private Offerings; Foreign Currency Offerings;
Loan Agreements; and Industrial Development Revenue Bonds; the aggregate
principal amount of Debt Securities, Privately-placed Securities, Foreign
Securities, Loan Agreements with or Promissory Notes issued to persons other
than affiliates of the Company and Bonds issued and sold pursuant to such
resolutions shall not exceed U.S. $5,000,000,000 or the equivalent thereof,
less such amount as shall have been allocated for foreign automotive operations
pursuant to the recital and resolution next following.
<PAGE> 7
- 6 -
Delegation of Authority to Allocate Borrowing Limit between U.S. and Foreign
- ----------------------------------------------------------------------------
Automotive Operations
- ---------------------
WHEREAS, it is recommended that authority be granted for the issuance of
an aggregate of up to U.S. $5,000,000,000 of long-term debt for U.S. automotive
operations and foreign automotive operations,
NOW, THEREFORE, BE IT
RESOLVED, That the President and Chief Executive Officer, the Executive
Vice President and Chief Financial Officer, and the Vice President and
Treasurer, and each of them, be and hereby are authorized to take appropriate
action from time to time to allocate such U.S. $5,000,000,000 aggregate limit
between U.S. automotive operations and foreign automotive operations.
RESOLUTIONS RELATING TO LEASE TRANSACTIONS
Leasing and Sale-Leaseback Transactions
- ---------------------------------------
RESOLVED, That the Company be and hereby is authorized to enter into one
or more leasing and sale-leaseback transactions pursuant to which the Company
becomes the lessee (and, in the case of a sale-leaseback transaction, the
seller) of equipment, machinery, structures, buildings, land and related real
and personal property and facilities installed, constructed or to be installed
or constructed at any plant or other facility of the Company having an
aggregate value not in excess of U.S. $500,000,000; provided, however, that any
such leasing and sale-leaseback transactions solely between or among the
Company and any affiliate or affiliates of the Company shall not be included in
the calculation of such limit.
RESOLVED, That the President and Chief Executive Officer, the Executive
Vice President and Chief Financial Officer, and the Vice President and
Treasurer, and each of them, be and hereby are authorized, in the name and on
behalf of the Company, to approve the terms and provisions of any such
transaction, including, without limitation, the items to be leased or sold and
leased back, the rental and term of any lease and the terms of any sale, and to
select one or more trustees, placement agents, advisors and other agents and
functionaries in connection with any such transaction.
RESOLVED, That the Company be and hereby is authorized to issue and sell
or cause to be issued and sold, in one or more public offerings, debt
securities consisting of notes, debentures or other securities, or any
combination thereof, or guarantees of such debt securities, in connection with
such leasing and sale-leaseback transactions in an aggregate principal amount
not to exceed the aggregate debt portion of such leasing and sale-leaseback
transactions (the "Lease Securities"), the terms of such Lease Securities
having been approved pursuant to the next preceding resolution.
<PAGE> 8
- 7 -
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company, in connection with any such transaction, to
execute and deliver one or more equipment leases, participation agreements, tax
indemnity agreements, deeds, bills of sale and other agreements, instruments and
documents as the officer or officers executing the same may deem necessary,
appropriate or desirable.
Overall Limitation on Lease Transactions
- ----------------------------------------
RESOLVED, That notwithstanding the provisions of the preceding resolutions
relating to Leasing and Sale-Leaseback Transactions, the aggregate value of
equipment, machinery, structures, buildings, land and related real and personal
property and facilities subjected to lease or sale-leaseback transactions
pursuant to such resolutions shall not exceed U.S. $500,000,000 less the
aggregate value of such equipment, machinery, structures, buildings, land and
related real and personal property and facilities that has been allocated for
lease or sale-leaseback transactions for foreign automotive operations pursuant
to the recital and resolution next following.
Delegation of Authority to Allocate Leasing Limit between U.S. and Foreign
- --------------------------------------------------------------------------
Automotive Operations
- ---------------------
WHEREAS, it is recommended that authority be granted for the sale and
leaseback and leasing of facilities, equipment and real and personal property
with a value of up to U.S. $500,000,000 in the aggregate for U.S. automotive
operations and foreign automotive operations,
NOW, THEREFORE, BE IT
RESOLVED, That the President and Chief Executive Officer, the Executive
Vice President and Chief Financial Officer, and the Vice President and
Treasurer, and each of them, be and hereby are authorized to take appropriate
action from time to time to allocate such U.S. $500,000,000 aggregate limit
between U.S. automotive operations and foreign automotive operations.
RESOLUTIONS RELATING TO THE REGISTRATION OF SECURITIES,
THE LISTING OF SECURITIES ON STOCK EXCHANGES
AND RELATED MATTERS
RESOLVED, That the Company be and hereby is authorized to register with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), Debt Securities, Lease
Securities, guarantees to be executed and delivered on behalf of the Company
(the "Guarantees") in connection with the offering
<PAGE> 9
- 8 -
or offerings from time to time of debt securities issued by any Company
subsidiary, consisting of notes, debentures, warrants or other securities, or
any combination thereof, and other securities which may be issued by the
Company, including, without limitation, subordinated debt securities, preferred
stock and related depositary shares, common stock, and warrants to purchase any
of the foregoing ("Other Securities") (such Debt Securities, Lease Securities,
Guarantees and Other Securities are collectively referred to as "Securities").
RESOLVED, That the preparation by the Company of one or more Registration
Statements on Form S-3 or such other form as may be appropriate covering the
Securities, including prospectuses, exhibits and other documents, to be filed
with the Commission for the purpose of registering the offer and sale of the
Securities, be and it hereby is in all respects approved; that the directors and
appropriate officers of the Company, and each of them, 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 such Registration Statement,
with such changes, if any, therein, including amendments to the prospectus and
the addition or amendment of 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
any such Registration Statement, so executed, to be filed with the Commission;
and, prior to the effective date of any such Registration Statement and if the
Vice President - General Counsel and Secretary deems it advisable, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director and each officer signing such Registration Statement with
a copy of such Registration Statement, and if, prior to the effective date of
any such Registration Statement, material changes therein or material additions
thereto are proposed to be made, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the Company,
and if the Vice President - General Counsel and Secretary deems it advisable,
the appropriate officers of the Company are directed to use their best efforts
to furnish each director, and each officer signing any such Registration
Statement, with a copy of such Registration Statement and each amendment thereto
as filed with the Commission, or a description of such changes or additions, or
a combination thereof, in as complete and final form as practicable and in
sufficient time to permit each director and each such officer so desiring to
object to any part of any such Registration Statement before it becomes
effective.
RESOLVED, That the directors and appropriate officers of the Company, and
each of them, 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 amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form, with such changes,
if any, therein, 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 amendment or amendments, so executed, to be filed with
the
<PAGE> 10
- 9 -
Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form in which
it most recently became effective, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the Company,
and if the Vice President - General Counsel and Secretary deems it advisable,
the appropriate officers of the Company are directed to use their best efforts
to furnish each director, and each officer signing such post-effective
amendment, with a copy of such post-effective amendment or a description of all
material changes or additions therein, or a combination thereof, in as complete
and final form as practicable and in sufficient time to permit each director and
each such officer so desiring to object to any part of such post-effective
amendment before it becomes effective.
RESOLVED, That each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or 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, and 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 such Registration Statement
and any and all amendments (including post-effective 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 which such attorneys, or any of them, may deem
necessary, appropriate or desirable to be done in connection therewith as fully
and to all intents and purposes as such officers or directors might or could do
in person.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company to take any and all action which such persons, or
any of them, may deem necessary, appropriate or desirable in order to obtain a
permit, register or qualify the Securities for issuance and sale or to request
an exemption from registration of the Securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America as such persons, or any of them,
may deem necessary, appropriate or desirable, and in connection with such
registrations, permits, licenses, qualifications and exemptions to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney and
other papers and instruments as may be required under such laws, and to take any
and all further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registrations in effect for
as long as such persons, or any of them, may deem to be in the best interests of
the Company.
<PAGE> 11
- 10 -
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to designate
any licensed California broker-dealer as the Company's attorney-in-fact for the
purpose of executing and filing one or more applications and amendments thereto
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Securities (whether or not subordinated) for offering and sale in
the State of California.
RESOLVED, That any and all haec verba resolutions which may be required by
the Blue Sky or securities laws of any state in which the Company intends to
offer to sell the Securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized to certify that such
resolutions were duly adopted at this meeting; and that the Secretary of the
Company shall cause a copy of each resolution so certified to be attached to the
minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized on behalf of the Company to take such action as
such officers, or any of them, may deem necessary, appropriate or desirable to
make application for the listing on the New York Stock Exchange, Inc. or any
other Stock Exchange of the Securities and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
designated a representative of the Company to appear before the Corporate
Services Division or other appropriate body of any such Exchange and take all
such other steps as such persons, or any of them, may deem necessary,
appropriate or desirable to effect such listing.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and file with the Commission and the New York Stock Exchange, Inc., or any other
Stock Exchange, in the name and on behalf of the Company, one or more
Registration Statements, on Form 8-A or such other form as may be appropriate,
including any and all exhibits and other documents relating thereto, for the
registration under the Securities Exchange Act of 1934, as amended, of the
Securities and any and all amendments to such Registration Statements, in such
forms as the person or persons executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, in connection with each application of the Company to the
New York Stock Exchange, Inc., or any other Stock Exchange, for the listing on
such Exchange of the Securities, the Company enter into an agreement providing
for the indemnification by the Company of the New York Stock Exchange, Inc., or
any other Stock Exchange, its governors, officers, employees and its subsidiary
companies and innocent purchasers for
<PAGE> 12
- 11 -
value of the Securities or any one or more of them, as the case may be, from and
against losses, liabilities, claims, damages or accidents in connection with the
use of facsimile signatures on the Securities; and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company and under its corporate seal
to execute and deliver to the New York Stock Exchange, Inc., or any other Stock
Exchange, the aforesaid indemnification agreement in such form as the person or
persons executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one or
more indentures and supplements thereto, each with a bank or trust company as
Trustee (the "Indentures"), providing for the issuance of the Securities and
that the President and Chief Executive Officer, any Vice Chairman, any Executive
Vice President, any Group Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
(i) to select such trustee or trustees and (ii) to execute, acknowledge and
deliver the Indentures and supplements thereto, under the seal of the Company,
attested by the Secretary or any Assistant Secretary, containing such terms and
provisions as the officer or officers executing such Indentures or supplements
thereto may deem necessary, appropriate or desirable, as conclusively evidenced
by his, her or their execution thereof.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer, or any Assistant Treasurer, and the Secretary or any
Assistant Secretary, be and hereby are authorized, in the name and on behalf of
the Company and under its corporate seal (which may be a facsimile of such
seal), to execute (by manual or facsimile signature) Securities (and, in
addition, Securities to replace any of the Securities which are lost, stolen,
mutilated or destroyed and Securities required for exchange, substitution or
transfer, all as provided in the respective Indentures, or supplements thereto),
in fully registered form in substantially the forms of Securities to be set
forth in the respective Indentures, or supplements thereto, with such changes
therein and additions thereto as the officer or officers executing the
Securities may deem necessary, appropriate or desirable, as conclusively
evidenced by his, her or their execution thereof.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to appoint
one or more paying agents, registrars, issuing agents, transfer agents, warrant
agents and other agents and functionaries, and to execute and deliver, in the
name and on behalf of the Company, any agreement, instrument or document
relating to any such appointment, for the purpose of, among other things,
issuing or countersigning, making transfers of, or registering the certificates
representing the Securities; implementing or acting in connection with any
auction or remarketing procedures applicable to the Securities; or implementing
and giving effect to the provisions
<PAGE> 13
- 12 -
of the Indentures and supplements thereto or the Securities in the forms in
which they shall be executed and delivered pursuant to the foregoing
resolutions; provided, however, that the Company may at any time elect to act in
any such capacity itself.
RESOLVED, That the Company be and hereby is authorized to enter into one or
more underwriting agreements, including pricing agreements pursuant thereto, or
other letters, agreements, documents and other writings necessary, appropriate
or desirable in order to facilitate the issuance and sale of securities, with
any underwriter or underwriters designated by the proper officers of the
Company, or between the Company and any other persons, including securities
brokers and dealers, or any firm, institution or partnership acting on behalf of
themselves or itself and the several underwriters (such underwriting and other
agreements and documents being herein collectively called the "Underwriting
Agreements"), and that, when such Underwriting Agreements or pricing agreements
pursuant thereto, or any of them, have been completed to set forth the prices at
and terms and conditions upon which the Securities are to be sold and the
compensation to be received by the underwriters (such matters first having been
presented to and approved by the President and Chief Executive Officer, the
Executive Vice President and Chief Financial Officer, or the Treasurer), the
President and Chief Executive Officer, any Vice Chairman, any Executive Vice
President, any Group Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized to execute and deliver, in the name and on
behalf of the Company, the respective Underwriting Agreements and pricing
agreements pursuant thereto, with the inclusion of such underwriters and
containing such other terms and provisions as the officer or officers executing
the same may deem necessary, appropriate or desirable, as conclusively evidenced
by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into one or
more Sales Agency Agreements, Purchase Agreements and other Agreements with any
placement agent or agents designated by the proper officers of the Company,
including securities brokers and dealers, and each of them, providing for the
sale of the Securities by such placement agent or agents, and each of them, on a
"best efforts" basis, and/or for the purchase from time to time by such
placement agent or agents, and each of them, of Securities, as principal, and
that when such Agreements have been completed to set forth the terms and
conditions on which the Securities are to be sold (such matters first having
been presented to and approved by the President and Chief Executive Officer, the
Executive Vice President and Chief Financial Officer, or the Treasurer), the
President and Chief Executive Officer, any Vice Chairman, any Executive Vice
President, any Group Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized to execute and deliver, in the name and on
behalf of the Company, such Sales Agency Agreements, Purchase Agreements and
other Agreements with such placement agent or agents, and each of them,
containing such other terms and provisions as the officer or officers executing
the same may deem necessary, appropriate or desirable, as conclusively evidenced
by his, her or their execution thereof.
<PAGE> 14
- 13 -
RESOLVED, That the Company be and hereby is authorized to enter into one or
more delayed delivery contracts ("Delayed Delivery Contracts") between the
Company and institutional or other investors providing for the sale of
Securities at any time, and that, when such Delayed Delivery Contracts have been
completed to set forth the respective prices, terms and conditions on which the
Securities are to be sold (such matters first having been presented to and
approved by the President and Chief Executive Officer, the Executive Vice
President and Chief Financial Officer, or the Treasurer), the President and
Chief Executive Officer, any Vice Chairman, any Executive Vice President, any
Group Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized to execute and deliver in the name and on behalf of the
Company one or more Delayed Delivery Contracts, with such changes therein and
additions thereto as the officer or officers executing the same may deem
necessary, appropriate or desirable, as conclusively evidenced by his, her or
their execution thereof.
RESOLVED, That, subject to the right of the Board of Directors to rescind
or modify the dividends to be declared and payable on any dividend payment date
with respect to any shares of Securities which are equity securities ("Equity
Securities"), the dividend rate of which is determined pursuant to a formula or
procedure ("Variable Equity Securities"), there shall be deemed to be declared,
and be declared, with respect to each dividend period thereof (any such
declaration to be effective on the declaration date applicable to such dividend
period, without further action of the Board of Directors), a dividend on each of
the outstanding shares of Variable Equity Securities to which such dividend
period relates at the dividend rate per annum (as determined in accordance with
the Certificate of Designations) that may be payable with respect to such
shares, payable on the dividend payment date for such dividend period to the
holders of such shares of Variable Equity Securities as such holders appear on
the stock transfer books of the Company on the related record date, all
determined in accordance with the Certificate of Designations; provided that any
such declaration shall not be effective with respect to any dividend on any such
dividend payment date, unless the Executive Vice President and Chief Financial
Officer, Treasurer or any Assistant Treasurer of the Company shall have prepared
and delivered to the Secretary of the Company for filing in the minutes of the
Board of Directors, on or before the declaration date with respect to such
dividend period, a certificate in which such officer certifies that, based upon
the most recent financial statements of the Company, as of such declaration
date, the Company had either (i) net profits for the calendar year in which such
declaration date falls and/or the preceding calendar year or (ii) surplus (as
defined and computed under Sections 154 and 244 of the Delaware General
Corporation Law) in an amount sufficient to pay such dividend.
RESOLVED, That the Company be and hereby is authorized to enter into one or
more deposit agreements and one or more supplements thereto, each with a bank or
trust company as depositary ("Deposit Agreements"), providing for the deposit of
Equity Securities, the issuance of the depositary shares ("Depositary Shares")
and other matters relating thereto, and that the President and Chief Executive
Officer; any Vice Chairman; any Executive Vice President; any Group Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, (i) to select such
<PAGE> 15
- 14 -
depositary or depositaries and (ii) to execute, acknowledge and deliver Deposit
Agreements and supplements thereto, whether or not under the seal of the
Company, and whether or not attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Deposit Agreements or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, when shares of Equity Securities and, if such shares of
Equity Securities are represented by Depositary Shares, the Depositary Shares
shall be issued, sold and delivered in accordance with the terms of any Deposit
Agreement and any Underwriting Agreement or Purchase Agreement, such shares of
Equity Securities shall be, and are hereby declared to be, fully-paid and
non-assessable shares of Equity Securities of the Company and not liable to any
further calls or assessments thereon, and the holders thereof shall not be
liable for any further payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Equity Securities and
any Depositary Shares in accordance with the foregoing resolutions, an amount
equal to the par value of the Equity Securities so issued shall be credited to
the capital stock account of the Company.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized in the name and on behalf of the Company to purchase, or
arrange for the purchase of, Securities in connection with any sinking fund
under the provisions of any of the Indentures or supplements thereto.
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, (i) the appointment
of Registrars, Issuing Agents, Paying Agents and other agents and (ii) the
payment of expenses) and to execute (by manual or facsimile signature) and
deliver any and all agreements, certificates, instruments and other documents
(under the corporate seal of the Company or otherwise) that such officer or
officers may deem necessary, appropriate or desirable to carry out the purposes
and intents of each and all of the foregoing resolutions.
<PAGE> 16
EXHIBIT 24
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.M. Rintamaki, Peter J. Sherry, Jr.,
L.J. Ghilardi, K.S. Lamping, M.F. Marecki, 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 April
8, 1999. 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 23rd day of
August, 1999.
/s/ Jacques A. Nasser /s/ William Clay Ford, Jr.
- -------------------------- --------------------------------
(Jacques A. Nasser) (William Clay Ford, Jr.)
/s/ Michael D. Dingman /s/ William Clay Ford
- ------------------------------- --------------------------------
(Michael D. Dingman) (William Clay Ford)
/s/ Edsel B. Ford II /s/ Irvine O. Hockaday, Jr.
- ------------------------------- --------------------------------
(Edsel B. Ford II) (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
- -------------------------------
(John L. Thornton)
<PAGE> 17
EXHIBIT 24
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, an officer of FORD MOTOR COMPANY (the "Company"),
appoints each of J.M. Rintamaki, L.J. Ghilardi, K.S. Lamping, P.J. Sherry, Jr.,
N.A. Patino, M.F. Marecki and D.J. Cropsey his 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
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 April 8, 1999. 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 name as of the 8th day of July,
1999.
/s/ W. Wayne Booker /s/ William A. Swift
- ------------------- --------------------
W. Wayne Booker William A. Swift
<PAGE> 1
Exhibit 25
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |_|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
FORD MOTOR COMPANY
(Exact name of obligor as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The American Road
Dearborn, Michigan 48121
(Address of principal executive offices) (Zip code)
---------------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
Name Address
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 23rd day of August, 1999.
THE BANK OF NEW YORK
By: /s/REMO J. REALE
------------------------
Name: REMO J. REALE
Title: VICE PRESIDENT
-3-
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
ASSETS Dollar Amounts
In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $5,597,807
Interest-bearing balances........................... 4,075,775
Securities:
Held-to-maturity securities......................... 785,167
Available-for-sale securities....................... 4,159,891
Federal funds sold and Securities purchased under 2,476,963
agreements to resell................................
Loans and lease financing receivables:
Loans and leases, net of unearned
income....................................38,028,772
LESS: Allowance for loan and
lease losses.................................568,617
LESS: Allocated transfer risk
reserve.......................................16,352
Loans and leases, net of unearned income, 37,443,803
allowance, and reserve............................
Trading Assets......................................... 1,563,671
Premises and fixed assets (including capitalized 683,587
leases).............................................
Other real estate owned................................ 10,995
Investments in unconsolidated subsidiaries and 184,661
associated companies................................
Customers' liability to this bank on acceptances 812,015
outstanding.........................................
Intangible assets...................................... 1,135,572
Other assets........................................... 5,607,019
-----------
Total assets........................................... $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,488,980
Noninterest-bearing.......................10,626,811
Interest-bearing..........................15,862,169
In foreign offices, Edge and Agreement 20,655,414
subsidiaries, and IBFs............................
Noninterest-bearing..........................156,471
Interest-bearing..........................20,498,943
Federal funds purchased and Securities sold under 3,729,439
agreements to repurchase............................
Demand notes issued to the U.S.Treasury................ 257,860
Trading liabilities.................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less......... 496,235
With remaining maturity of more than one year 465
through three years...............................
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and 822,455
outstanding.........................................
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 2,846,649
-----------
Total liabilities...................................... 58,624,027
===========
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 4,001,767
Net unrealized holding gains (losses) on (7,956)
available-for-sale securities.......................
Cumulative foreign currency translation
(31,510)
adjustments............................................
-----------
Total equity capital................................... 5,912,899
-----------
Total liabilities and equity capital................... $64,536,926
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni ) Directors
Alan R. Griffith )
Gerald L. Hassell )
- --------------------------------------------------------------------------------
