Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
___________
BENEFIT EQUALIZATION PLAN
(Full title of the Plan)
___________
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
___________
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CALCULATION OF REGISTRATION FEE
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price per aggregate offering registration fee
be registered registered obligation price**
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------
Benefit Equalization
Plan Obligations* $5,000,000 100% $5,000,000 $1,390.00
- -------------------------- ------------------------ ------------------------ ------------------------ ================
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* The Benefit Equalization Plan Obligations are unsecured obligations of
Ford Motor Company to pay compensation in the future in accordance with
the terms of the savings plan portion of the Ford Motor Company Benefit
Equalization Plan.
** Estimated solely for the purpose of determining the registration fee.
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<PAGE>
FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 333-02735 are incorporated herein
by reference.
______________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause
to believe the person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall
<PAGE>
be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or
<PAGE>
not the corporation would have the power to indemnify such person against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
The Restated Certificate of Incorporation of Ford includes the following
provisions:
LIMITATIONS ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. Limitation on Liability of Directors. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the corporation
or its stockholders,
<PAGE>
(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 General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article EIGHTH to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.
5.2. Effect of Any Repeal or Modification of Subsection 5.1. Any repeal or
modification of subsection 5.1 of this Article EIGHTHby the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. Indemnification and Insurance.
5.3a. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such amendment), against all expense, liability and loss (including
penalties, fines, judgments, attorney's fees, amounts paid or to be paid in
settlement and excise taxes or penalties imposed on fiduciaries with respect to
(i) employee benefit plans, (ii) charitable organizations or (iii) similar
matters) reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person (other than pursuant to
subsection 5.3b of this Article EIGHTH) only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The right
to indemnification conferred in this subsection 5.3a of Article EIGHTH shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to
<PAGE>
the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this subsection
5.3a of Article EIGHTH or otherwise.
5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article EIGHTH is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard
of conduct.
5.3c. Miscellaneous. The provisions of this Section 5.3 of Article EIGHTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If
any part of this Section 5.3 of Article EIGHTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3d. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article EIGHTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3e. Insurance. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.
5.3f. Indemnification of Agents of the Corporation. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to
any agent of the corporation to the fullest extent of the provisions of this
Section 5.3 of Article EIGHTH with respect to the indemnification and
<PAGE>
advancement of expenses of directors, officers and employees of the corporation.
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 1933 Act, against certain liabilities, including liabilities
under the 1933 Act.
Pursuant to most of Ford's employee benefit plans, including the Deferred
Compensation Plan, the Supplemental Compensation Plan, the Savings and Stock
Investment Plan, the Long-Term Incentive Plans and the 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 proceeding
in which such persons are involved by reason of any action taken or failure to
act under such plans.
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 8. Exhibits.
Exhibit 4.A - Ford Motor Company Benefit Equalization Plan. Filed as
Exhibit 4.1 to Registration Statement 333-02735 and
incorporated herein by reference.
Exhibit 4.B - Copy of Description of Amendments to Benefit Equalization
Plan, adopted January 11, 1996 and January 26, 1996. Filed
as Exhibit 10-H-1 to Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference.
Exhibit 5.A - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 5.B - Opinion of J.Gordon Christy, Counsel of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
<PAGE>
Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit
24 to Registration Statement No. 333-86035 and
incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No. 333-86127 and
incorporated herein by reference.
<PAGE>
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on this
23rd day of September,1999.
FORD MOTOR COMPANY
By: Jacques A. Nasser*
-------------------
(Jacques A. Nasser)
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director, Chief Executive Officer
Jacques A. Nasser* and President (principal executive officer) September 23, 1999
- ----------------------------
(Jacques A. Nasser)
Director, Chairman of the Board September 23, 1999
of Directors, Chairman of the Finance
Committee, Chairman of the Organization
Review and Nominating Committee and
Chairman of he Environmental and
William Clay Ford, Jr.* Public Policy Committee
- ----------------------------
(William Clay Ford, Jr.)
Director and Chairman of the Compensation September 23, 1999
Michael D. Dingman* and Option Committee
- ----------------------------
(Michael D. Dingman)
Edsel B. Ford II* Director September 23, 1999
- ----------------------------
(Edsel B. Ford II)
<PAGE>
Signature Title Date
- --------- ----- ----
William Clay Ford* Director September 23, 1999
- ----------------------------
(William Clay Ford)
Director and Chairman of September 23, 1999
Irvine O. Hockaday, Jr* the Audit Committee
- -----------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director September 23, 1999
- -----------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director September 23, 1999
- -----------------------------
(Ellen R. Marram)
Homer A. Neal* Director September 23, 1999
- -----------------------------
(Homer A. Neal)
Carl E. Reichardt* Director September 23, 1999
- -----------------------------
(Carl E. Reichardt)
John L. Thornton* Director September 23, 1999
- -----------------------------
(John L. Thornton)
Vice Chairman and September 23, 1999
Chief Financial Officer
W. Wayne Booker* (principal financial officer)
- -----------------------------
(W. Wayne Booker)
Vice President and Controlle September 23, 1999
William A. Swift* (principal accounting officer)
- -----------------------------
(William A. Swift)
<PAGE>
*By:/s/K. S. Lamping
- -----------------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
<S> <C> <C>
Exhibit 4.A - Ford Motor Company Benefit Equalization Plan. Filed as
Exhibit 4.1 to Registration Statement 333-02735 and
incorporated herein by reference.
Exhibit 4.B - Copy of Description of Amendments to Benefit Equalization
Plan, adopted January 11, 1996 and January 26, 1996. Filed
as Exhibit 10-H-1 to Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference.
Exhibit 5.A - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 5.B - Opinion of J. Gordon Christy, Counsel of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit
24 to Registration Statement No. 333-86035 and incorporated
herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No.333-86127 and incorporated
herein by reference.
</TABLE>
Exhibit 5.A
September 23, 1999
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the obligations of the Company under the savings plan portion of the
Company's Benefit Equalization Plan (the "Plan") to pay in the future the value
of the participants' Plan savings accounts based on the measurement investment
options applicable to the accounts, in accordance with the terms of the Plan
(the "Obligations").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the
Plan. I also have examined such other documents and instruments and have made
such further investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Obligations being registered under the Registration Statement,
and all such Obligations issued in accordance with the Plan will be legally
issued, fully paid and non-assessable when the Registration Statement shall
have become effective and the Company shall have received therefor the
consideration provided in the Plan.
<PAGE>
I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Kathryn S. Lamping
------------------------
Kathryn S. Lamping
Assistant Secretary
and Counsel
Exhibit 5.B
September 23, 1999
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
relating to the savings plan portion of the Benefit Equalization Plan (the
"Plan").
As Counsel of the Company, I am familiar with the affairs of the Company,
including the action taken by the Company in connection with the Plan. I have
examined, or caused to be examined, the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and the provisions of the
Plan. I also have examined or caused to be examined such other documents and
instruments and have made such further investigation as I have deemed
appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that in general the Plan is
exempt from ERISA's requirements. However, to the extent a limited statement to
the United States Department of Labor (the "DOL") is required to meet the
reporting and disclosure requirements under ERISA regulations, that statement
has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.B to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/J. Gordon Christy
--------------------
J. Gordon Christy
Counsel
Exhibit 15
September 23, 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
September 23, 1999.
Yours very truly,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
EXHIBIT 23
September 23, 1999
Ford Motor Company
The American Road
Dearborn, MI 48121
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999 relating to the
financial statements, which appears in Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 21, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
