<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
REGISTRATION NO. 333-86035
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
AMENDMENT NO. 1
TO
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
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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. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 12, 1999
FORD LOGO
FORD MOTOR COMPANY
$3,000,000,000
DEBT SECURITIES
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
from time to time, sell the debt securities described in this prospectus in one
or more offerings up to a total dollar amount of $3,000,000,000.
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus.
You should read both this prospectus and any prospectus supplement together
with additional information described under the heading WHERE YOU CAN FIND MORE
INFORMATION.
Our principal executive offices are located at:
Ford Motor Company
The American Road
Dearborn, Michigan 48121
313-322-3000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is October , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information......................... 2
Ford Motor Company.......................................... 2
Ratio of Earnings to Fixed Charges.......................... 3
Use of Proceeds............................................. 3
Description of Debt Securities.............................. 3
Plan of Distribution........................................ 8
Legal Opinions.............................................. 8
Experts..................................................... 9
</TABLE>
-------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO ONE HAS
BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE DEBT SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
i
<PAGE> 4
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings also are
available to you at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents that are considered part of this prospectus.
Information that we file later with the SEC will automatically update and
supersede the previously filed information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering has been completed.
- Annual Report on Form 10-K for the year ended December 31, 1998 (our
"1998 10-K Report").
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and
June 30, 1999 (collectively, our "10-Q Reports").
- Current Reports on Form 8-K dated January 14, 1999, January 21, 1999,
January 28, 1999, February 2, 1999, February 5, 1999, April 12, 1999,
April 15, 1999 and July 15, 1999.
You may request copies of these filings at no cost, by writing or
telephoning us at the following address or by accessing our web site at
http://www.ford.com:
Ford Motor Company
The American Road
Dearborn, MI 48121
Attn: Shareholder Relations Department
800-555-5259 or 313-845-8540
FORD MOTOR COMPANY
We incorporated in Delaware in 1919 and acquired the business of a Michigan
company, also known as Ford Motor Company, incorporated in 1903 to produce and
sell automobiles designed and engineered by Henry Ford. We are the world's
largest producer of trucks and the second-largest producer of cars and trucks
combined.
Our business is divided into two business sectors, and we manage these
sectors as four primary operating segments. These business sectors and operating
segments are described below.
<TABLE>
<CAPTION>
BUSINESS SECTORS OPERATING SEGMENTS DESCRIPTION
---------------- ------------------ -----------
<S> <C> <C>
Automotive: Automotive design, manufacture, sale and
service of cars and trucks
Visteon Automotive Systems design, manufacture, sale and
service of automotive
components and systems
Financial Services: Ford Motor Credit Company vehicle-related financing,
leasing and insurance
The Hertz Corporation rental of cars, trucks and
industrial and construction
equipment, and other
activities
</TABLE>
2
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RATIO OF EARNINGS TO FIXED CHARGES
The ratio of our "earnings" to our "fixed charges" for the first six months
of 1999 and each of the years 1994 through 1998 was:
<TABLE>
<CAPTION>
SIX MONTHS YEARS ENDED DECEMBER 31
ENDED --------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.4 3.8* 2.0 1.6 1.6 2.0
</TABLE>
- -------------------------
* Earnings used in calculation of this ratio include $15,955 million gain on the
spin-off of our interest in Associates First Capital Corporation. Excluding
this gain, the ratio would have been 2.0.
For purposes of the ratio, "earnings" means the sum of:
- our pre-tax income,
- the pre-tax income of our majority-owned subsidiaries, whether or not
consolidated,
- our proportionate share of the income of any fifty-percent-owned
companies,
- any income we received from less-than-fifty-percent-owned companies,
and
- our fixed charges.
"Fixed charges" means the sum of:
- the interest we pay on borrowed funds,
- the preferred stock dividend requirements of our consolidated
subsidiaries and trusts,
- the amount we amortize for debt discount, premium, and issuance
expense, and
- one-third of all our rental expenses (the proportion deemed
representative of the interest factor).
USE OF PROCEEDS
We, or our affiliates, will use the net proceeds from the sale of debt
securities for general corporate purposes, unless we state otherwise in a
prospectus supplement. If we intend to use the proceeds to repay outstanding
debt, we will provide details about the debt that is being repaid.
DESCRIPTION OF DEBT SECURITIES
We will issue debt securities in one or more series under an indenture,
dated as of February 15, 1992, between us and The Bank of New York, trustee. The
indenture may be supplemented from time to time.
The indenture is a contract between us and The Bank of New York acting as
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if an "Event of Default" described below occurs. Second, the
trustee performs certain administrative duties for us.
The indenture is summarized below. Because it is a summary, it does not
contain all of the information that may be important to you. We filed the
indenture as an exhibit to the registration statement, and we suggest that you
read those parts of the indenture that are important to you. You especially need
to read the indenture to get a complete understanding of your rights and our
obligations under the covenants described below under Limitation on Liens,
Limitation on Sales and Leasebacks and Merger and Consolidation. Throughout the
summary we have included
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<PAGE> 6
parenthetical references to the indenture so that you can easily locate the
provisions being discussed.
The specific terms of each series of debt securities will be described in
the particular prospectus supplement relating to that series. The prospectus
supplement may or may not modify the general terms found in this prospectus and
will be filed with the SEC. For a complete description of the terms of a
particular series of debt securities, you should read both this prospectus and
the prospectus supplement relating to that particular series.
GENERAL
The debt securities offered by this prospectus will be limited to a total
amount of $3,000,000,000, or the equivalent amount in any currency. The
indenture, however, does not limit the amount of debt securities that may be
issued under it. Therefore, additional debt securities may be issued under the
indenture.
The prospectus supplement which will accompany this prospectus will
describe the particular series of debt securities being offered by including:
- the designation or title of the series of debt securities;
- the total principal amount of the series of debt securities;
- the percentage of the principal amount at which the series of debt
securities will be offered;
- the date or dates on which principal will be payable;
- the rate or rates (which may be either fixed or variable) and/or the
method of determining such rate or rates of interest, if any;
- the date or dates from which any interest will accrue, or the method
of determining such date or dates, and the date or dates on which any
interest will be payable;
- the terms for redemption, extension or early repayment, if any;
- the currencies in which the series of debt securities are issued or
payable;
- the provision for any sinking fund;
- any additional restrictive covenants;
- any additional Events of Default;
- whether the series of debt securities are issuable in physical form;
- any provisions modifying the defeasance and covenant defeasance
provisions;
- any special tax implications, including provisions for original issue
discount; and
- any other terms.
The debt securities will be our unsecured obligations. The debt securities
will rank equally with our other unsecured and unsubordinated indebtedness
(parent company only).
Unless the prospectus supplement states otherwise, principal (and premium,
if any) and interest, if any, will be paid by us in immediately available funds.
The indenture does not contain any provisions that give you protection in
the event we issue a large amount of debt or we are acquired by another entity.
LIMITATION ON LIENS
The indenture restricts our ability to pledge some of our assets as
security for other debt. Unless we secure the debt securities on an equal basis,
the restriction does not permit us to have
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<PAGE> 7
or guarantee any debt that is secured by (1) any of our principal U.S. plants or
(2) the stock or debt of any of our subsidiaries that own or lease one of these
plants. This restriction does not apply until the total amount of our secured
debt plus the discounted value of the amount of rent we must pay under sale and
leaseback transactions involving principal U.S. plants exceeds 5% of our
consolidated net tangible automotive assets. This restriction also does not
apply to any of the following:
- liens of a company that exist at the time such company becomes our
subsidiary;
- liens in our favor or in the favor of our subsidiaries;
- certain liens given to a government;
- liens on property that exist at the time we acquire the property or
liens that we give to secure our paying for the property; and
- any extension or replacement of any of the above. (Section 10.04)
LIMITATION ON SALES AND LEASEBACKS
The indenture prohibits us from selling and leasing back any principal U.S.
plant for a term of more than three years. This restriction does not apply if:
- we could create secured debt in an amount equal to the discounted
value of the rent to be paid under the lease without violating the
limitation on liens provision discussed above;
- the lease is with or between any of our subsidiaries; or
- within 120 days of selling the U.S. plant, we retire our funded debt
in an amount equal to the net proceeds from the sale of the plant or
the fair market value of the plant, whichever is greater.
MERGER AND CONSOLIDATION
The indenture prohibits us from merging or consolidating with any company,
or selling all or substantially all of our assets to any company, if after we do
so the surviving company would violate the limitation on liens or the limitation
on sales and leasebacks discussed above. This does not apply if the surviving
company secures the debt securities on an equal basis with the other secured
debt of the company. (Sections 8.01 and 8.03)
EVENTS OF DEFAULT AND NOTICE THEREOF
The indenture defines an "Event of Default" as being any one of the
following events:
- failure to pay interest for 30 days after becoming due;
- failure to pay principal or any premium for five business days after
becoming due;
- failure to make a sinking fund payment for five days after becoming
due;
- failure to perform any other covenant applicable to the debt
securities for 90 days after notice;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default provided in the prospectus supplement.
An Event of Default for a particular series of debt securities will not
necessarily constitute an Event of Default for any other series of debt
securities issued under the indenture. (Section 5.01.)
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<PAGE> 8
If an Event of Default occurs and continues, the trustee or the holders of
at least 25% of the total principal amount of the series may declare the entire
principal amount (or, if they are Original Issue Discount Securities (as defined
in the indenture), the portion of the principal amount as specified in the terms
of such series) of all of the debt securities of that series to be due and
payable immediately. If this happens, subject to certain conditions, the holders
of a majority of the total principal amount of the debt securities of that
series can void the declaration. (Section 5.02.)
The indenture provides that within 90 days after default under a series of
debt securities, the trustee will give the holders of that series notice of all
uncured defaults known to it. (The term "default" includes the events specified
above without regard to any period of grace or requirement of notice.) The
trustee may withhold notice of any default (except a default in the payment of
principal, interest or any premium) if it believes that it is in the interest of
the holders. (Section 6.01.)
Annually, we must send to the trustee a certificate describing any existing
defaults under the indenture. (Section 10.06.)
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
protection from expenses and liability. (Section 6.02.) If they provide this
reasonable indemnification, the holders of a majority of the total principal
amount of any series of debt securities may direct the trustee how to act under
the indenture. (Section 5.12.)
DEFEASANCE AND COVENANT DEFEASANCE
Unless the prospectus supplement states otherwise, we will have two options
to discharge our obligations under a series of debt securities before their
maturity date. These options are known as "defeasance" and "covenant
defeasance". Defeasance means that we will be deemed to have paid the entire
amount of the applicable series of debt securities and we will be released from
all of our obligations relating to that series (except for certain obligations,
such as registering transfers of the securities). Covenant defeasance means that
as to the applicable series of debt securities we will not have to comply with
the covenants described above under Limitation on Liens, Limitation on Sales and
Leasebacks and Merger and Consolidation. In addition, if the prospectus
supplement states that any additional covenants relating to that series of debt
securities are subject to the covenant defeasance provision in the indenture,
then we also would not have to comply with those covenants. (Sections 14.01,
14.02 and 14.03.)
To elect either defeasance or covenant defeasance for any series of debt
securities, we must deposit with the trustee an amount of money and/or U.S.
government obligations that will be sufficient to pay principal, interest and
any premium or sinking fund payments on the debt securities when those amounts
are scheduled to be paid. In addition, we must provide a legal opinion stating
that as a result of the defeasance or covenant defeasance you will not be
required to recognize income, gain or loss for Federal income tax purposes and
you will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as if the defeasance or covenant defeasance had not
occurred. For defeasance, that opinion must be based on either an Internal
Revenue Service ruling or a change in law since the date the debt securities
were issued. We must also meet other conditions, such as there being no Events
of Default. The amount deposited with the trustee can be decreased at a later
date if in the opinion of a nationally recognized firm of independent public
accountants the deposits are greater than the amount then needed to pay
principal, interest and any premium or sinking fund payments on the debt
securities when those amounts are scheduled to be paid. (Sections 14.04 and
14.05.)
Our obligations relating to the debt securities will be reinstated if the
trustee is unable to pay the debt securities with the deposits held in trust,
due to an order of any court or governmental authority. (Section 14.06.) It is
possible that a series of debt securities for which
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<PAGE> 9
we elect covenant defeasance may later be declared immediately due in full
because of an Event of Default (not relating to the covenants that were
defeased). If that happens, we must pay the debt securities in full at that
time, using the deposits held in trust or other money. (Section 14.03.)
MODIFICATION OF THE INDENTURE
With certain exceptions, our rights and obligations and your rights under a
particular series of debt securities may be modified with the consent of the
holders of not less than two-thirds of the total principal amount of those debt
securities. No modification of the principal or interest payment terms, and no
modification reducing the percentage required for modifications, will be
effective against you without your consent. (Section 9.02.)
GLOBAL SECURITIES
Unless otherwise stated in a prospectus supplement, the debt securities of
a series will be issued in the form of one or more global certificates that will
be deposited with The Depository Trust Company, New York, New York ("DTC"),
which will act as depositary for the global certificates. Beneficial interests
in global certificates will be shown on, and transfers of global certificates
will be effected only through, records maintained by DTC and its participants.
Therefore, if you wish to own debt securities that are represented by one or
more global certificates, you can do so only indirectly or "beneficially"
through an account with a broker, bank or other financial institution that has
an account with DTC (that is, a DTC participant) or through an account directly
with DTC if you are a DTC participant.
While the debt securities are represented by one or more global
certificates:
- You will not be able to have the debt securities registered in your
name.
- You will not be able to receive a physical certificate for the debt
securities.
- Our obligations, as well as the obligations of the trustee and any of
our agents, under the debt securities will run only to DTC as the
registered owner of the debt securities. For example, once we make
payment to DTC, we will have no further responsibility for the payment
even if DTC or your broker, bank or other financial institution fails
to pass it on so that you receive it.
- Your rights under the debt securities relating to payments, transfers,
exchanges and other matters will be governed by applicable law and by
the contractual arrangements between you and your broker, bank or
other financial institution, and/or the contractual arrangements you
or your broker, bank or financial institution has with DTC. Neither we
nor the trustee has any responsibility for the actions of DTC or your
broker, bank or financial institution.
- You may not be able to sell your interests in the debt securities to
some insurance companies and others who are required by law to own
their debt securities in the form of physical certificates.
- Because the debt securities will trade in DTC's Same-Day Funds
Settlement System, when you buy or sell interests in the debt
securities, payment for them will have to be made in immediately
available funds. This could affect the attractiveness of the debt
securities to others.
A global certificate generally can be transferred only as a whole, unless
it is being transferred to certain nominees of the depositary or it is exchanged
in whole or in part for debt securities in physical form. (Section 2.05.) If a
global certificate is exchanged for debt securities in physical form, they will
be in denominations of $1,000 and integral multiples thereof, or another
denomination stated in the prospectus supplement.
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PLAN OF DISTRIBUTION
We may sell the debt securities to or through agents or underwriters or
directly to one or more purchasers.
BY AGENTS
We may use agents to sell the debt securities. The agents will agree to use
their reasonable best efforts to solicit purchases for the period of their
appointment.
BY UNDERWRITERS
We may sell the debt securities to underwriters. The underwriters may
resell the debt securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the
securities will be subject to certain conditions. Each underwriter will be
obligated to purchase all the debt securities allocated to it under the
underwriting agreement. The underwriters may change any initial public offering
price and any discounts or concessions they give to dealers.
DIRECT SALES
We may sell debt securities directly to you. In this case, no underwriters
or agents would be involved.
GENERAL INFORMATION
Any underwriters or agents will be identified and their compensation
described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute to payments they may be required to
make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL OPINIONS
John M. Rintamaki, Esq., who is our Vice President - General Counsel and
Secretary, or another of our lawyers, will give us an opinion about the legality
of the debt securities. Mr. Rintamaki owns, and such other lawyer likely would
own, our Common Stock and options to purchase shares of our Common Stock.
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<PAGE> 11
EXPERTS
The financial statements and schedules included in our 1998 10-K Report
have been audited by PricewaterhouseCoopers LLP ("PwC"), independent
accountants. They are incorporated by reference in this prospectus and in the
registration statement in reliance upon PwC's report on those financial
statements and schedules given on their authority as experts in accounting and
auditing.
None of the interim financial information included in our 10-Q Reports has
been audited by PwC. Accordingly, you should restrict your reliance on their
reports on such information. PwC's reports on the interim financial information
do not constitute "reports" or "parts" of the registration statement prepared or
certified by PwC within the meaning of Sections 7 and 11 of the Securities Act
of 1933.
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<PAGE> 12
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
Exhibit 1 Form of Underwriting Agreement relating to the debt
securities. (Filed previously).
Exhibit 4.1 Indenture dated as of February 15, 1992 between Ford and The
Bank of New York (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-64247).
Exhibit 4.2 First Supplemental Indenture dated as of December 5, 1996
between Ford and The Bank of New York (incorporated by
reference to Exhibit 99 to Ford's Current Report on Form 8-K
dated February 3, 1997, Commission file number 1-3950).
Exhibit 4.3 Form of debt security is included in Exhibit 4.1, as amended
by Exhibit 4.2. Any additional form or forms of debt
securities will be filed with the Commission.
Exhibit 5 Opinion of John M. Rintamaki, Vice President-General Counsel
and Secretary of Ford, as to the legality of the debt
securities registered hereunder. (Filed previously).
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford
(incorporated by reference to Exhibit 12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, Commission file number 1-3950).
Exhibit 15 Letter of PricewaterhouseCoopers LLP regarding unaudited
interim financial information. (Filed previously).
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP. (Filed previously).
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. (Filed previously).
Exhibit 25 Statement of Eligibility on Form T-1 of The Bank of New
York.
</TABLE>
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<PAGE> 13
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
Amendment No. 1 to Registration Statement No. 333-86035 to be signed on its
behalf by the undersigned, thereunto duly authorized, in Dearborn, Michigan, on
the 12th day of October, 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 Amendment
No. 1 to Registration Statement No. 333-86035 has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
WILLIAM CLAY FORD, JR.* Director, Chairman of the Board of October 12, 1999
- --------------------------------------- Directors and Chairman of the
(William Clay Ford, Jr.) Environmental and Public Policy
Committee, the Finance Committee
and the Organization Review and
Nominating Committee
JACQUES A. NASSER* Director, President and October 12, 1999
- --------------------------------------- Chief Executive Officer
(Jacques A. Nasser) (Principal Executive Officer)
MICHAEL D. DINGMAN* Director and Chairman of the October 12, 1999
- --------------------------------------- Compensation and Option Committee
(Michael D. Dingman)
EDSEL B. FORD II* Director October 12, 1999
- ---------------------------------------
(Edsel B. Ford II)
WILLIAM CLAY FORD* Director October 12, 1999
- ---------------------------------------
(William Clay Ford)
IRVINE O. HOCKADAY, JR.* Director and Chairman of the Audit October 12, 1999
- --------------------------------------- Committee
(Irvine O. Hockaday, Jr.)
MARIE-JOSEE KRAVIS* Director October 12, 1999
- ---------------------------------------
(Marie-Josee Kravis)
ELLEN R. MARRAM* Director October 12, 1999
- ---------------------------------------
(Ellen R. Marram)
HOMER A. NEAL* Director October 12, 1999
- ---------------------------------------
(Homer A. Neal)
CARL E. REICHARDT* Director October 12, 1999
- ---------------------------------------
(Carl E. Reichardt)
</TABLE>
II-2
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
JOHN L. THORNTON* Director October 12, 1999
- ---------------------------------------
(John L. Thornton)
W. WAYNE BOOKER* Vice Chairman and Chief Financial October 12, 1999
- --------------------------------------- Officer (Principal Financial Officer)
(W. Wayne Booker)
WILLIAM A. SWIFT* Vice President and Controller October 12, 1999
- --------------------------------------- (Principal Accounting Officer)
(William A. Swift)
*By /s/ LOUIS J. GHILARDI
-----------------------------------
(Louis J. Ghilardi,
Attorney-in-Fact)
</TABLE>
II-3
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <C>
Exhibit 1 Form of Underwriting Agreement relating to the debt
securities. (Filed previously).
Exhibit 4.1 Indenture dated as of February 15, 1992 between Ford and The
Bank of New York (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-64247).
Exhibit 4.2 First Supplemental Indenture dated as of December 5, 1996
between Ford and The Bank of New York (incorporated by
reference to Exhibit 99 to Ford's Current Report on Form 8-K
dated February 3, 1997, Commission file number 1-3950).
Exhibit 4.3 Form of debt security is included in Exhibit 4.1, as amended
by Exhibit 4.2. Any additional form or forms of debt
securities will be filed with the Commission.
Exhibit 5 Opinion of John M. Rintamaki, Vice President-General Counsel
and Secretary of Ford, as to the legality of the debt
securities registered hereunder. (Filed previously).
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford
(incorporated by reference to Exhibit 12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, Commission file number 1-3950).
Exhibit 15 Letter of PricewaterhouseCoopers LLP regarding unaudited
interim financial information. (Filed previously).
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP. (Filed previously).
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. (Filed previously).
Exhibit 25 Statement of Eligibility on Form T-1 of The Bank of New
York.
</TABLE>
<PAGE> 1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
FORD MOTOR COMPANY
(Exact name of obligor as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The American Road
Dearborn, Michigan 48121
(Address of principal executive offices) (Zip code)
---------------------------
Debt Securities
(Title of the indenture securities)
================================================================================
-1-
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Name Address
- ---------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of October, 1999.
THE BANK OF NEW YORK
By: /s/MICHELE L. RUSSO
----------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
-3-
<PAGE> 4
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issue of FORD MOTOR COMPANY Debt
Securities, we hereby consent that reports of examinations by Federal, State,
Territorial, or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
THE BANK OF NEW YORK
By: /s/REMO J. REALE
------------------------
REMO J. REALE
VICE PRESIDENT
Dated: October 5, 1999
<PAGE> 5
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency $ 5,597,807
and coin
Interest-bearing balances 4,075,775
Securities:
Held-to-maturity securities 785,167
Available-for-sale securities 4,159,891
Federal funds sold and Securities purchased 2,476,963
under agreements to resell
Loans and lease financing receivables:
Loans and leases, net of unearned
income...............38,028,772
LESS: Allowance for loan and
lease losses............568,617
LESS: Allocated transfer risk
reserve........................16,352
Loans and leases, net of unearned income, 37,443,803
allowance, and reserve
Trading Assets 1,563,671
Premises and fixed assets (including 683,587
capitalized leases)
Other real estate owned 10,995
Investments in unconsolidated subsidiaries 184,661
and associated companies
Customers' liability to this bank on 812,015
acceptances outstanding
Intangible assets 1,135,572
Other assets 5,607,019
Total assets $64,536,926
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits:
In domestic offices $26,488,980
Noninterest-bearing 10,626,811
Interest-bearing 15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs 20,655,414
Noninterest-bearing 156,471
Interest-bearing 20,498,943
Federal funds purchased and Securities sold 3,729,439
under agreements to repurchase
Demand notes issued to the U.S.Treasury 257,860
Trading liabilities 1,987,450
Other borrowed money:
With remaining maturity of one year or less 496,235
With remaining maturity of more than one 465
year through three years
With remaining maturity of more than 31,080
three years
Bank's liability on acceptances executed and 822,455
outstanding
Subordinated notes and debentures 1,308,000
Other liabilities 2,846,649
Total liabilities 58,624,027
EQUITY CAPITAL
Common stock 1,135,284
Surplus 815,314
Undivided profits and capital reserves 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities ( 7,956)
Cumulative foreign currency translation ( 31,510)
adjustments
Total equity capital 5,912,899
Total liabilities and equity capital $64,536,926
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
<PAGE> 7
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Directors
Thomas A. Reyni
Alan R. Griffith
Gerald L. Hassell
- --------------------------------------------------------------------------------
