Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be registered offering price per aggregate offering registration
be registered obligation price** fee
- -------------------------- ------------------------ ------------------------ ------------------------ ----------------
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Deferred Compensation
Obligations* $120,000,000 100% $120,000,000 $33,360.00
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* The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
** Estimated solely for the purpose of determining the registration fee.
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-65703, 333-47733, 333-20725
and 33-62227 are incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Ford Motor Company ("Ford") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for Ford's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above.
(c) The description of Ford's Common Stock contained in
registration statement no. 33-43085 filed by Ford under the Securities
Act of 1933 (the "1933 Act").
All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as
Exhibit 4.1 to Registration Statement No. 33-62227 and
incorporated herein by reference.
Exhibit 4.2 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of July 13, 1995 and October 1, 1995. Filed as
Exhibit 10-T-1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1996. Filed as Exhibit 4.3 to
Registration Statement No. 333-20725 and incorporated herein
by reference.
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Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1997. Filed as Exhibit 4.4 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.5 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of January 1, 1998. Filed as Exhibit 4.5 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.6 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of July 8, 1998. Filed as Exhibit 4.6 to
Registration Statement No. 333-65703 and incorporated herein
by reference.
Exhibit 4.7 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of September 9, 1998. Filed as Exhibit 4.7 to
Registration Statement No. 333-65703 and incorporated herein
by reference.
Exhibit 4.8 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of October 16, 1998. Filed as Exhibit 4.8 to
Registration Statement No. 333-65703 and incorporated herein
by reference.
Exhibit 4.9 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of November 11, 1998. Filed with this
Registration Statement.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.A
to Registration Statement No. 333-67211 and Exhibit 24.B to
Registration Statement No. 333-70447 and incorporated herein
by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit 24
to Registration Statement No. 333-52485 and incorporated herein
by reference.
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The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 12th day of
March, 1999.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
------------------------------------
(William Clay Ford, Jr.)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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William Clay Ford, Jr.* Chairman of the Board of Directors
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(William Clay Ford, Jr.)
Director and President
and Chief Executive Officer
Jacques Nasser* (principal executive officer)
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(Jacques Nasser)
March 12, 1999
Michael D. Dingman* Director
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(Michael D. Dingman)
Edsel B. Ford II* Director
- -------------------------
(Edsel B. Ford II)
William Clay Ford* Director
- -------------------------
(William Clay Ford)
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Signature Title Date
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Irvine O. Hockaday, Jr.* Director
- ----------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
- ----------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director
- ----------------------------
(Ellen R. Marram)
Homer A. Neal* Director March 12,1999
- ----------------------------
(Homer A. Neal)
Carl E. Reichardt* Director
- ----------------------------
(Carl E. Reichardt)
John L. Thornton* Director
- ----------------------------
(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer)
- ----------------------------
(John M. Devine)
Vice President - Controller
William A. Swift* (principal accounting officer)
- ----------------------------
(William A. Swift)
*By:/s/K. S. Lamping
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(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
----------------
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Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as
Exhibit 4.1 to Registration Statement No. 33-62227 and
incorporated herein by reference.
Exhibit 4.2 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of July 13, 1995 and October 1, 1995. Filed as
Exhibit 10-T-1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1996. Filed as Exhibit 4.3 to
Registration Statement No. 333-20725 and incorporated herein
by reference.
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 1, 1997. Filed as Exhibit 4.4 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.5 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of January 1, 1998. Filed as Exhibit 4.5 to
Registration Statement No. 333-47733 and incorporated herein
by reference.
Exhibit 4.6 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of July 8, 1998. Filed as Exhibit 4.6 to
Registration Statement No. 333-65703 and incorporated herein
by reference.
Exhibit 4.7 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of September 9, 1998. Filed as Exhibit 4.7 to
Registration Statement No. 333-65703 and incorporated herein
by reference.
Exhibit 4.8 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of October 16, 1998. Filed as Exhibit 4.8 to
Registration Statement No. 333-65703 and incorporated herein
by reference.
Exhibit 4.9 - Amendments to Ford Motor Company Deferred Compensation Plan,
effective as of November 11, 1998. Filed with this
Registration Statement.
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Sequential Page
at Which Found
(or Incorporated
by Reference)
----------------
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Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.A
to Registration Statement No. 333-67211 and Exhibit 24.B to
Registration Statement No. 333-70447 and incorporated herein
by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing signature
pursuant to a power of attorney. Filed as Exhibit 24 to
Registration Statement No. 333-52485 and incorporated herein
by reference.
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AMENDMENTS TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
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(Effective as of November 11, 1998)
The following new paragraph (q) is added to Section 2:
"(q) The term 'ARC Plan' shall mean the Automotive Rental Corporation
Executive Management Incentive Plan, as amended."
Paragraph (f) of Section 4 is amended to read as follows:
"(f) Deferrals of Awards Under AIC Plan, RPM Plan or ARC Plan.
Notwithstanding anything contained in the Plan to the contrary, subject
to any limitations determined under paragraph (a) or paragraph (e) of
this Section 4, U.S. employees who receive an award payable only in
cash under the AIC Plan, the RPM Plan or the ARC Plan are eligible
to defer payment under the Plan from 1% to 100%, in 1% increments, of
such amount net of applicable taxes, but not less than $1,000, provided
that such employees are actively employed by the Company in salary
grade 11 or above or the equivalent at the time of the election to
defer. Unless otherwise determined by the Compensation and Option
Committee, deferrals of cash awards under the AIC Plan, the RPM Plan or
the ARC Plan shall be subject to the same terms and conditions of the
Plan that apply to deferrals of awards of supplemental compensation
under the SC Plan. For purposes of the Plan, any references to awards
or payments of supplemental compensation shall be deemed to cover cash
awards or cash payments under the AIC Plan, the RPM Plan and the ARC
Plan."
The fifth sentence of paragraph (e) of Section 5 is amended and replaced by
the following two sentences:
"In addition, with respect to any particular deferral under the Plan,
the participant shall elect (i) the year in which distribution shall be
made or distribution upon retirement and (ii) the method of
distribution desired with respect to any such deferral election if the
participant elected distribution upon retirement, i.e., in a lump sum
payment or in up to ten annual installments."
The first sentence of Paragraph (a) of Section 10 is amended to read as follows:
"Except as otherwise provided in paragraph (b) of this Section 10 or in
Section 12, or as otherwise determined by the Committee, distribution
of all or any part of a participant's Deferred Compensation Account
shall be made on, or as soon thereafter as practicable, (i) March 15 of
the year selected by the participant for distribution with respect to
the particular deferral if the participant is an active employee of the
Company on the distribution date, (ii) the March 15 following death or
termination for reasons other than retirement, notwithstanding any
prior selection by the participant of a subsequent year for
distribution with respect to the particular deferral, (iii) the March
15 following retirement if the participant selected distribution upon
retirement with respect to the particular deferral and a lump sum
distribution was selected, or if the participant selected a particular
year for distribution with respect to the particular deferral but
retired prior to the year selected, or (iv) the March 15 following
retirement with respect to the first annual installment and continuing
on the applicable number of consecutive anniversaries of such date if
no more than ten annual installments were selected by the participant
with respect to the particular deferral."
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Exhibit 5.1
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
March 12, 1999
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the obligations of the Company under the Company's Deferred
Compensation Plan (the "Plan") to pay in the future the value of the deferred
compensation accounts, as defined in the Plan, adjusted to reflect the
performance, whether positive or negative, of the selected measurement
investment options during the deferral period, in accordance with the terms of
the Plan (the "Obligations").
As an Assistant Secretary and Counsel of the Company, I am familiar
with the Certificate of Incorporation and the By-Laws of the Company and with
its affairs, including the actions taken by the Company in connection with the
Plan. I also have examined such other documents and instruments and have made
such further investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize
the issuance of the Obligations being registered under the Registration
Statement, and all such Obligations issued in accordance with the Plan will be
legally issued, fully paid and non-assessable when the Registration Statement
shall have become effective and the Company shall have received therefor the
consideration provided in the Plan.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary
and Counsel
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Exhibit 5.2
Ford Motor Company
The American Road
P.O. Box 1899
Dearborn, Michigan 48121-1899
March 12, 1999
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
relating to the Company's Deferred Compensation Plan (the "Plan").
As an Attorney of the Company, I am familiar with the affairs of the
Company, including the action taken by the Company in connection with the Plan.
I have examined, or caused to be examined, the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions
of the Plan. I also have examined or caused to be examined such other documents
and instruments and have made such further investigation as I have deemed
appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that in general the Plan is
exempt from ERISA's requirements. However, to the extent a limited statement to
the United States Department of Labor (the "DOL") is required to meet the
reporting and disclosure requirements under ERISA regulations, that statement
has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/J. Gordon Christy
J. Gordon Christy
Attorney
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration Statement of
our report dated January 26, 1998 on our audits of the consolidated financial
statements of Ford Motor Company and Subsidiaries as of December 31, 1997 and
1996, and for the years ended December 31, 1997, 1996 and 1995, which report is
included in the Company's 1997 Annual Report on Form 10-K and of our report
dated January 21, 1999 of our audits of the consolidated financial statements of
Ford Motor Company and Subsidiaries as of December 31, 1998 and 1997, and for
the years ended December 31, 1998, 1997 and 1996, which report is included in
the Company's 1998 Current Report on Form 8-K.
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan
March 12, 1999
