<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
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
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
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. [ ]
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. X 333-67211
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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............... $300,000,000 100% $300,000,000(b) $83,400
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</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.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Ford Motor Company with the Securities and
Exchange Commission (File No. 333-67211) pursuant to the Securities Act of 1933,
as amended, and declared effective on November 24, 1998 is incorporated by
reference into this Registration Statement.
<PAGE> 3
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 9th day of July, 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>
JACQUES A. NASSER* Director, Chief Executive
- --------------------------------------- Officer and President
(Jacques A. Nasser) (Principal Executive Officer)
WILLIAM CLAY FORD, JR.* Director, Chairman of the Board of
- --------------------------------------- Directors, Chairman of the Finance
(William Clay Ford, Jr.) Committee, Chairman of the
Organization Review and Nominating
Committee and Chairman of the
Environmental and Public Policy
Committee
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
- ---------------------------------------
(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)
</TABLE>
July 9, 1999
II-4
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
CARL E. REICHARDT* Director
- ---------------------------------------
(Carl E. Reichardt)
JOHN L. THORNTON* Director
- ---------------------------------------
(John L. Thornton)
W. WAYNE BOOKER* Vice Chairman and Chief Financial Officer
- --------------------------------------- (Principal Financial Officer)
(W. Wayne Booker)
WILLIAM A. SWIFT* Corporate Controller (Principal Accounting
- --------------------------------------- Officer)
(William A. Swift)
* By
/s/ LOUIS J. GHILARDI
---------------------------------
(Louis J. Ghilardi,
Attorney-in-Fact)
</TABLE>
July 9, 1999
II-5
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <C>
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 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.
</TABLE>
<PAGE> 1
EXHIBIT 5
[FORD LETTERHEAD]
July 9, 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 Rule 462(b) of 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 Vice President - General Counsel and 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 23.1
Ford Motor Company
The American Road
Dearborn, Michigan
Consent of PricewaterhouseCoopers LLP
Re: Ford Motor Company Registration Statement on Form S-3
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Ford Motor Company (the "Company") filed pursuant to
Rule 462(b) of the Securities Act of 1933, which Registration Statement
incorporates by reference Registration Statement 333-67211, of our reports dated
January 21, 1999 and January 26, 1998 relating to the financial statements and
financial statement schedules, which appear in the Company's Annual Report Form
10-K for the fiscal year ended December 31, 1998 and in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997. We also are
aware of the incorporation by reference of our letter of awareness filed as
Exhibit 15 to Registration Statement 333-67211 and are aware that our reports
accompanying the unaudited interim financial information of Ford Motor Company
and Subsidiaries for the periods ended March 31, 1999 are incorporated by
reference in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
July 9, 1999
<PAGE> 1
EXHIBIT 24
FORD MOTOR COMPANY
CERTIFICATE OF THE VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
-----------------------------------------------------------------
The undersigned, John M. Rintamaki, Vice President - General Counsel
and Secretary of Ford Motor Company, a Delaware corporation (the "Company"),
DOES HEREBY CERTIFY THAT the resolutions attached as Exhibit A and Exhibit B
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 meetings held on March 12,
1998 and November 12, 1998; and such resolutions are in full force and effect on
the date hereof.
WITNESS my hand and the seal of the Company this 9th day of July, 1999.
/s/ John M. Rintamaki
------------------------
John M. Rintamaki
Vice President-General Counsel
and 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 March 12, 1998
________________________________________
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, Company obligations under unfunded employee benefit
plans, guarantees or other securities, or any combination thereof ("Debt
Securities"), in an aggregate principal amount not to exceed U.S.
$3,000,000,000 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 Chairman of the Board of
Directors, 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, Company obligations under unfunded employee
benefit plans, guarantees or other securities, or any combination thereof
("Privately-placed Securities"), in an aggregate principal amount not to exceed
U.S. $3,000,000,000 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 Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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.
$3,000,000,000 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
Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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. $3,000,000,000 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 Chairman of the Board of
Directors, President and Chief Executive Officer, the Executive Vice President
and Chief Financial Officer, or the Treasurer.
RESOLVED, That the Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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
- 4 -
Industrial Development Revenue Bonds
RESOLVED, That up to U.S. $3,000,000,000 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 Chairman of the Board of Directors, 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.
RESOLVED, That the Chairman of the Board of Directors, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice
<PAGE> 6
- 5 -
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 Chairman of the Board of Directors, 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. $3,000,000,000 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. $3,000,000,000 of long-term debt for U.S. automotive
operations and foreign automotive operations,
NOW, THEREFORE, BE IT
RESOLVED, That the Chairman of the Board of Directors, 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.
$3,000,000,000 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 Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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
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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 or the 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 or the 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
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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 or the 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. W. Martin, Jr., J. M. Rintamaki, L. J.
Ghilardi, K. S. Lamping, P. J. Sherry, Jr., 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 Chairman of the Board of Directors, 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
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RESOLVED, That the Chairman of the Board of Directors, 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 Chairman of the Board of
Directors, 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 Chairman of the Board of Directors, 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
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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 Chairman
of the Board of Directors, 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 Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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 Chairman of the Board of Directors, 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
<PAGE> 13
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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 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
Chairman of the Board of Directors, President and Chief Executive Officer, the
Executive Vice President and Chief Financial Officer, or the Treasurer), the
Chairman of the Board of Directors, 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 Chairman of the Board of Directors,
President and Chief Executive Officer, the Executive Vice President and Chief
Financial Officer, or the Treasurer), the Chairman of the Board of Directors,
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
<PAGE> 14
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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 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 Chairman of the Board of Directors, President and Chief
Executive Officer, the Executive Vice President and Chief Financial Officer, or
the Treasurer), the Chairman of the Board of Directors, 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
<PAGE> 15
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relating thereto, and that the Chairman of the Board of Directors; 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 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 Chairman of the Board of Directors, 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, (ii) the payment
of expenses and (iii) purchases and sales of securities to support the
Company's obligations under the Ford Motor Company Deferred Compensation Plan,
the Ford Motor Company Benefit Equalization Plan and similar unfunded employee
benefit plans or programs) 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 B
FORD MOTOR COMPANY
Excerpts from the minutes of a meeting of
the Board of Directors of Ford Motor Company
on November 12, 1998
AMENDMENT TO RESOLUTIONS RELATING TO
ISSUANCE OF DEBT SECURITIES AND LOAN AGREEMENTS
RESOLVED, That the resolutions set forth under the caption "RESOLUTIONS
RELATING TO ISSUANCE OF DEBT SECURITIES AND LOAN AGREEMENTS" adopted by the
Board of Directors on March 12, 1998 and attached to a communication to the
Board of Directors dated the same date, entitled "1998 Annual Treasurer's
Report," be and hereby are amended by deleting therefrom the figure
"U.S.$3,000,000,000" wherever it appears and replacing such figure with the
figure "U.S.$5,000,000,000."
RESOLUTIONS RELATING TO ISSUANCE OF COMMON STOCK
RESOLVED, That the proposals and transactions described in the
communication dated November 12, 1998, entitled "Financing Authorizations,"
presented to and discussed at this meeting of the Board of Directors duly called
and held on November 12, 1998, be and hereby are approved and ratified.
RESOLVED, That, in connection with the acquisition and investment
transactions described in said communication ("Transactions"), the Company be
and hereby is authorized to issue and sell from time to time, in one or more
public or private offerings within and/or outside the United States, up to
10,000,000 shares of its Common Stock, par value $1.00 per share ("Common
Stock"), in such amount and at such purchase price or for such consideration
having a value, determined by the committee referred to below, of not less than
the then current market value of the Common Stock to be issued therefor (based
on the last closing sale price at which Common Stock shall have been sold
regular way on the New York Stock Exchange); provided, however, that the market
value of Common Stock issued in any single Transaction shall not exceed
$50,000,000, and provided, further, however, that the purchase price or
consideration received for each share of Common Stock shall not be less than the
par value of a share of Common Stock.
RESOLVED, That the fourth sentence of Article IV, Section 1 of the
By-Laws of the Company be and hereby is amended to read as follows:
"Each such committee shall consist of one or more directors, the exact
number of which shall be determined by the Board of Directors; provided,
however, that membership on the Audit Committee and on the Compensation and
Option Committee shall be limited to directors who are not officers or employees
of the Company."
RESOLVED, That, pursuant to Article IV, Section 1 of the By-Laws of the
Company, the Chief Executive Officer of the Company be and hereby is authorized
as a committee of the Board of Directors consisting of one director to (A)
determine the adequacy of the value of any noncash consideration to be received
for shares of Common Stock issued pursuant to these resolutions, (B) approve the
issuance and sale of Common Stock in connection with any Transaction in
accordance with these resolutions and (C) approve any other terms or conditions
of, or any other matters relating to, any Transaction.
<PAGE> 17
2
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"), up to 10,000,000 shares of
Common Stock (referred to herein as the "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 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 as
provided in these resolutions, and if the Vice President - General Counsel 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 on 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 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 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.
<PAGE> 18
3
RESOLVED, That each officer and director who may be required to sign
and execute any of the Registration Statements authorized by these resolutions
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. W. Martin,
Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr. and N. A.
Patino, 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 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 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 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
such 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.
RESOLVED, That the appropriate officers of the Company, 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 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, in the name and 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 of the Securities
on the New York and Pacific Coast Stock Exchanges in the United States, London
Stock Exchange in Europe and any other stock exchange, and that the appropriate
officers of the Company, 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.
<PAGE> 19
4
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 such Exchange, its
governors, officers, employees and its subsidiary companies and innocent
purchasers for 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 certificates representing the
Securities; and 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 and under
its corporate seal to execute and deliver to such 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 appropriate officers of the Company, 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) certificates representing the Securities (and, in addition,
certificates representing the Securities to replace any such certificates which
are lost, stolen, mutilated or destroyed and such certificates required for
exchange, substitution or transfer), all as provided in the Restated Certificate
of Incorporation and By-Laws of the Company.
RESOLVED, That, when the Securities shall be issued, sold and
delivered, the Securities shall be, and are hereby declared to be, fully-paid
and non-assessable shares of Common Stock of the Company and are 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 Securities in
accordance with the foregoing resolutions, an amount equal to the par value of
the Securities so issued shall be credited to the capital stock account of the
Company.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the appointment
of agents and the payment of expenses), and to execute (by manual or facsimile
signature) and deliver any and all letters, documents or other writings, that
such officer or officers may deem necessary, appropriate or desirable in order
to enable the Company fully to carry out the purposes and intents of the
communication to which these resolutions are attached and each and all of the
foregoing resolutions.
RESOLVED, That the resolutions adopted by the Board of Directors on
January 8, 1998 attached to a communication to the Board of Directors dated the
same date, entitled "Ford Retail and Service 2000", are hereby superseded by the
foregoing resolutions.
<PAGE> 20
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of J. W. Martin, Jr., J. M. Rintamaki, L.
J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr. and N. A. Patino 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
meetings of the Board of Directors of the Company held on March 12, 1998 and
November 12, 1998. Each of the undersigned ratifies and confirms all that any of
the attorneys and agents shall do or cause to be done by virtue hereof. Any one
of the attorneys and agents shall have, and may exercise, all the powers
conferred by this instrument.
Each of the undersigned has signed his or her name as of the 12th day
of November, 1998.
/s/Alex Trotman /s/Michael D. Dingman
--------------------------- -----------------------------
Alex Trotman Michael D. Dingman
/s/Edsel B. Ford II /s/William Clay Ford
--------------------------- -----------------------------
Edsel B. Ford II William Clay Ford
/s/William Clay Ford, Jr. /s/Irvine O. Hockaday, Jr.
--------------------------- -----------------------------
William Clay Ford, Jr. Irvine O. Hockaday, Jr.
/s/Marie-Josee Kravis /s/Ellen R. Marram
--------------------------- -----------------------------
Marie-Josee Kravis Ellen R. Marram
/s/Jacques Nasser /s/Homer A. Neal
--------------------------- -----------------------------
Jacques Nasser Homer A. Neal
/s/Carl E. Reichardt /s/John L. Thornton
--------------------------- -----------------------------
Carl E. Reichardt John L. Thornton
/s/John M. Devine /s/William J. Cosgrove
--------------------------- -----------------------------
John M. Devine William J. Cosgrove
<PAGE> 21
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
The undersigned, the Vice Chairman and Chief Financial 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 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 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
meetings of the Board of Directors of the Company held on March 12, 1998. 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.
The undersigned has signed his name as of the 6th day of January, 1999.
/s/ William A. Swift
<PAGE> 22
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
The undersigned, the Vice Chairman and Chief Financial 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 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 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
meetings of the Board of Directors of the Company held on March 12, 1998. 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.
The undersigned has signed his name as of the 9th day of July, 1999.
/s/ W. Wayne Booker
