<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
X EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
- -----
For the fiscal year ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
- -----
Commission file number 1-3950
- --------------------------------------------------------------------------------
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
(Full title of the plan)
- --------------------------------------------------------------------------------
FORD MOTOR COMPANY
The American Road
Dearborn, Michigan 48121
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
<PAGE> 2
REQUIRED INFORMATION
Financial Statements
Statement of Net Assets Available for Plan Benefits, as of December 31,
1998 and 1997.
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 1998.
Schedule I - Schedule of Assets Held for Investment Purposes as of
December 31, 1998.
Schedule II - Reportable Transactions for the Year Ended December 31,
1998.
Exhibit
Designation Description Method of Filing
Exhibit 23 Consent of PricewaterhouseCoopers LLP Filed with this Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Primus Automotive Financial Services, Inc. Prime Account Committee has duly
caused this Annual Report to be signed by the undersigned thereunto duly
authorized.
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT COMMITTEE
By: /s/Thomas E. Hoppes
------------------------------------------
Thomas E. Hoppes, Chairman
Primus Automotive Financial Services, Inc.
Prime Account Committee
June 25, 1999
<PAGE> 3
PRIMUS AUTOMOTIVE FINANCIAL
SERVICES, INC. PRIME ACCOUNT
401(K) TAX-DEFERRED SAVINGS
PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<PAGE> 4
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K)
TAX-DEFERRED SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGES
Report of Independent Accountants...................................... 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits as
of December 31, 1998 and 1997................................. 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1998......................... 4-6
Notes to Financial Statements...................................... 7-14
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998....................................... 15
Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1998....................................... 16-17
1
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Boards of Directors of
Ford Motor Company and
PRIMUS Automotive Financial Services, Inc.:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits of the PRIMUS Prime Account 401(k) Tax-Deferred Savings Plan present
fairly, in all material respects, the net assets available for plan benefits of
the Plan as of December 31, 1998 and 1997, and the changes in net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule of Assets Held for
Investment Purposes and the Schedule of Reportable Transactions of the PRIMUS
Prime Account 401(k) Tax-Deferred Savings Plan as of December 31, 1998 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
May 27, 1999
2
<PAGE> 6
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K)
TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
<S> <C> <C>
Investments, at fair value $ 24,419,506 $ 14,573,998
Participant loans receivable 1,031,978 592,731
---------------- ---------------
Net assets available for plan benefits $ 25,451,484 $ 15,166,729
================ ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 7
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K) TAX-DEFERRED
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------
RETIREMENT
GOVERNMENT GROWTH
FORD MONEY INTERMEDIATE AND
STOCK MARKET BOND INCOME
FUND PORTFOLIO FUND PORTFOLIO
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 443,767 $ 167,984 $ 86,078 $ 365,628
Employer contributions 232,493 98,817 48,284 193,289
Rollover contributions 104,232 35,182 14,001 53,109
Interest and dividend income 437,059 124,418 77,604 113,345
Net appreciation (depreciation) in fair value of investments 508,915 -- 7,569 249,517
Loans, interest repayments 11,727 3,544 2,013 5,034
Loans, principal repayments 58,370 20,033 14,584 27,421
Transfers in 63,135 152 453 27,707
Exchanges in (out) 140,560 262,250 359,753 (153,931)
------------ ------------ ------------ ------------
Total additions 2,000,258 712,380 610,339 881,119
------------ ------------ ------------ ------------
Deductions:
Distributions 106,854 112,000 16,890 111,035
Loans to participants 182,450 45,785 37,779 67,248
Forfeitures 10,372 (87,089) 747 11,904
------------ ------------ ------------ ----------
Total deductions 299,676 70,696 55,416 190,187
------------ ------------ ------------ ------------
Net additions 1,700,582 641,684 554,923 690,932
Net assets available for plan benefits, beginning of year 1,526,387 1,319,234 729,896 1,003,655
------------ ------------ ------------ ------------
Net assets available for plan benefits, end of year $ 3,226,969 $ 1,960,918 $ 1,284,819 $ 1,694,587
============ ============ ============ ============
<CAPTION>
PARTICIPANT-DIRECTED
----------------------------------------
U.S.
EQUITY
PURITAN INDEX
FUND PORTFOLIO SUBTOTAL
----------- ------------ -------------
<S> <C> <C> <C>
Additions:
Employee contributions $ 90,518 $ 337,327 $ 1,491,302
Employer contributions 49,769 177,785 800,437
Rollover contributions 8,318 78,212 293,054
Interest and dividend income 47,865 107,639 907,930
Net appreciation (depreciation) in fair value of investments 14,441 1,005,352 1,785,794
Loans, interest repayments 827 7,918 31,063
Loans, principal repayments 5,334 53,197 178,939
Transfers in 4,763 -- 96,210
Exchanges in (out) 6,217 (198,669) 416,180
----------- ------------ -------------
Total additions 228,052 1,568,761 6,000,909
----------- ------------ -------------
Deductions:
Distributions 55,847 189,936 592,562
Loans to participants 12,732 129,629 475,623
Forfeitures 5,227 5,417 (53,422)
----------- ----------- -------------
Total deductions 73,806 324,982 1,014,763
----------- ------------ -------------
Net additions 154,246 1,243,779 4,986,146
Net assets available for plan benefits, beginning of year 280,301 3,374,572 8,234,045
----------- ------------ -------------
Net assets available for plan benefits, end of year $ 434,547 $ 4,618,351 $ 13,220,191
=========== ============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 8
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K) TAX-DEFERRED
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, CONTINUED
for the year ended December 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------
BLUE CHIP GROWTH
GROWTH COMPANY MAGELLAN
FUND CONTRAFUND FUND FUND
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 343,396 $ 275,449 $ 200,906 $ 554,281
Employer contributions 185,117 139,943 102,625 308,574
Rollover contributions 125,012 38,566 157,241 81,910
Interest and dividend income 104,275 122,325 91,795 284,546
Net appreciation (depreciation) in fair value of investments 347,745 214,189 131,395 880,259
Loan, interest repayments 6,523 3,698 2,186 16,378
Loans, principal repayments 31,862 22,984 15,225 94,314
Transfers in 28,326 23,122 32,012 37,702
Exchanges in (out) (79,259) (106,445) (22,643) (29,581)
----------- ------------ ----------- ------------
Total additions 1,092,997 733,831 710,742 2,228,383
----------- ------------ ----------- ------------
Deductions:
Distributions 89,158 76,133 33,097 155,029
Loans to participants 68,839 42,107 27,600 214,831
Forfeitures 13,361 8,298 5,328 16,860
----------- ------------ ----------- ------------
Total deductions 171,358 126,538 66,025 386,720
----------- ------------ ----------- ------------
Net additions 921,639 607,293 644,717 1,841,663
Net assets available for plan benefits, beginning of year 952,249 845,248 539,236 2,792,895
----------- ------------ ----------- ------------
Net assets available for plan benefits, end of year $1,873,888 $ 1,452,541 $1,183,953 $ 4,634,558
=========== ============ =========== ============
<CAPTION>
PARTICIPANT-DIRECTED
----------------------------------------
INTERNATIONAL
OTC GROWTH AND
PORTFOLIO INCOME FUND SUBTOTAL
---------- ------------- -------------
<S> <C> <C> <C>
Additions:
Employee contributions $ 152,939 $ 48,732 $ 1,575,703
Employer contributions 77,438 24,439 838,136
Rollover contributions 19,893 4,049 426,671
Interest and dividend income 64,919 16,761 684,621
Net appreciation (depreciation) in fair value of investments 202,955 6,328 1,782,871
Loan, interest repayments 4,159 486 33,430
Loans, principal repayments 19,298 3,677 187,360
Transfers in 12,517 - 133,679
Exchanges in (out) (42,735) (24,375) (305,038)
---------- ------------- -------------
Total additions 511,383 80,097 5,357,433
---------- ------------- -------------
Deductions:
Distributions 14,263 13,069 380,749
Loans to participants 31,402 11,081 395,860
Forfeitures 2,001 1,299 47,147
---------- ------------- -------------
Total deductions 47,666 25,449 823,756
---------- ------------- -------------
Net additions 463,717 54,648 4,533,677
Net assets available for plan benefits, beginning of year 511,279 132,913 5,773,820
---------- ------------- -------------
Net assets available for plan benefits, end of year $ 974,996 $ 187,561 $ 10,307,497
========== ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 9
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K) TAX-DEFERRED
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, CONTINUED
for the year ended December 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------
ASSET ASSET
OVERSEAS ASSET MANAGER MANAGER
FUND MANAGER GROWTH INCOME
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 77,171 $ 47,794 $ 58,953 $ 18,066
Employer contributions 37,942 27,019 30,838 12,432
Rollover contributions 29,380 5,007 6,686 15,350
Interest and dividend income 11,966 39,509 36,937 7,035
Net appreciation (depreciation) in fair value of investments 25,631 (11,494) (991) 303
Loans, interest repayment 754 634 3,356 353
Loans, principal repayment 8,462 2,355 13,194 2,167
Transfers in 38,254 - 9,928 -
Exchanges in (out) (88,250) 8,021 (26,112) (4,800)
---------- ---------- ---------- ----------
Total additions 141,310 118,845 132,789 50,906
---------- ---------- ---------- ----------
Deductions:
Distributions 16,530 14,024 38,044 1,823
Loans to participants 10,645 8,129 12,677 10,023
Forfeitures 2,392 2,219 1,367 299
---------- ---------- ---------- ----------
Total deductions 29,567 24,372 52,088 12,145
---------- ---------- ---------- ----------
Net additions 111,743 94,473 80,701 38,761
Net assets available for plan benefits, beginning of year 239,715 115,980 162,448 47,997
---------- ---------- ---------- ----------
Net assets available for plan benefits, end of year $ 351,458 $ 210,453 $ 243,149 $ 86,758
========== ========== ========== ==========
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------- -------------
CASH/
LOAN
FUND SUBTOTAL TOTAL
------------ ------------ -------------
<S> <C> <C> <C>
Additions:
Employee contributions $ 201,984 $ 3,268,989
Employer contributions 108,231 1,746,804
Rollover contributions 56,423 776,148
Interest and dividend income 95,447 1,687,998
Net appreciation (depreciation) in fair value of investments 13,449 3,582,114
Loans, interest repayment 5,097 69,590
Loans, principal repayment $ (392,479) (366,301) (2)
Transfers in 31,712
Exchanges in (out) - (111,141) 309,784
------------ ------------ -------------
Total additions (360,767) 3,189 11,441,425
------------ ------------ -------------
Deductions:
Distributions 112,938 183,359 1,156,670
Loans to participants (912,959) (871,485) (2)
Forfeitures - 6,277 2
------------ ------------ -------------
Total deductions (800,021) (681,849) 1,156,670
------------ ------------ -------------
Net additions 439,254 685,038 10,284,755
Net assets available for plan benefits, beginning of year 592,724 1,158,864 15,166,729
------------ ------------ -------------
Net assets available for plan benefits, end of year $ 1,031,978 $ 1,843,902 $ 25,451,484
============ ============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 10
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K) TAX-DEFERRED
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
The Plan became effective April 1, 1992.
The following description of the PRIMUS Automotive Financial Services,
Inc. (the "Company") Prime Account 401(k) Tax-Deferred Savings Plan (the
"Plan") provides only general information. Participants should refer to
the plan agreement for a more comprehensive description of the Plan's
provisions.
a. GENERAL: The Plan is a defined contribution plan established to
encourage and facilitate systematic savings and investment by eligible
employees and to provide them with an opportunity to become
stockholders of Ford Motor Company ("Ford"). It is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). All full-time employees are eligible to participate in the
discretionary portion of the Plan. Participation in the Plan is
voluntary.
b. CONTRIBUTIONS: Under the Plan and subject to limits required to be
imposed by the Internal Revenue Code, participants may elect to
contribute up to 11 percent of their pre-tax earnings, not to exceed
25 percent of annual earnings including overtime and bonuses. The
Company, at its discretion, may match at the rate of 100 percent of
the first 2 percent and 50 percent of the next 4 percent of the
participants' pre-tax contributions.
c. PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contribution and allocations of the Company's
contribution and Plan earnings. Plan administrative expenses are paid
primarily by the Company. Allocations are based on the participant's
earnings or account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts are used to reduce future
Company contributions. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account.
d. VESTING: Participants are vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their account plus actual earnings thereon is
based on continuous service. The Company's matching contributions are
vested 20 percent, 50 percent and 100 percent for one, two and three
years of service, respectively. A participant becomes fully vested in
Company matching contributions automatically upon retirement due to
disability, upon death or upon termination of the Plan.
7
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF THE PLAN, CONTINUED:
e. INVESTMENT OPTIONS: Participant contributions are invested in
accordance with the participant's election in any of sixteen
investment funds. These investment options as of December 31, 1998 are
as follows:
(1) FORD STOCK FUND: The Fund consists of shares of the common
stock, $1.00 par value, of Ford and a portion in short-term
investments. The value of the fund primarily rises or falls
depending upon the stock's performance in the market. Ford
stock is subject to economic factors, the stock market in
general and factors affecting Ford in particular.
(2) FIDELITY RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO: A money
market mutual fund with a goal to preserve capital, maintain
price and provide current income.
(3) FIDELITY INTERMEDIATE BOND FUND: This is an income mutual fund
with a goal to provide high current income. It invests in U.
S. and foreign bonds. Select bonds are considered medium to
high quality with an average maturity of 3-10 years.
(4) FIDELITY GROWTH AND INCOME PORTFOLIO: This fund is a growth
and income mutual fund with a goal to provide a high total
return from a combination of current income and capital
growth. It invests primarily in U. S. and foreign stocks that
pay current dividends and show potential earnings growth. It
may also invest in some bonds.
(5) FIDELITY PURITAN FUND: This fund is a growth and income mutual
fund with a goal to provide income while preserving
investment. It invests in a wide variety of U. S. and foreign
securities. It includes all types of bonds of any quality as
well as common and preferred stock.
(6) FIDELITY U. S. EQUITY INDEX PORTFOLIO: This fund is a growth
and income mutual fund with a goal to duplicate the
composition and return of the Standard and Poor's composite
index of 500 stocks. It invests primarily in the 500 companies
that make up the S&P 500.
(7) FIDELITY BLUE CHIP GROWTH FUND: This fund is a growth mutual
fund with a goal to increase the value of the investment over
the long-term through capital growth. It invests primarily in
common stocks of well-known, established companies.
8
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF THE PLAN, CONTINUED:
e. INVESTMENT OPTIONS, CONTINUED:
(8) FIDELITY CONTRAFUND: This fund is a growth mutual fund with a
goal to increase the value of investment over the long-term
through capital growth. It invests primarily in equity
securities of companies whose value is not fully recognized by
the public.
(9) FIDELITY GROWTH COMPANY FUND: This fund is a growth mutual
fund with a goal to increase the value of investment over the
long term through capital growth. It invests primarily in
stocks of companies with earnings or gross sales that indicate
the potential for above average growth.
(10) FIDELITY MAGELLAN FUND: This fund is a growth mutual fund with
a goal to increase the value of investment over the long-term
through capital growth. It invests primarily in common stocks
of small, medium and large foreign and U. S. companies with
investments that are broadly diversified across many different
kinds of companies and industries.
(11) FIDELITY OTC PORTFOLIO: This fund is a growth mutual fund with
a goal to increase the value of investment over the long term
through capital appreciation. It invests primarily in stocks
traded in the "over-the-counter" ("OTC") market, but may also
include preferred stocks, debt securities, and other types of
investments.
(12) FIDELITY INTERNATIONAL GROWTH AND INCOME FUND: This fund is a
growth and income mutual fund that invests internationally
with a goal to increase the value of investment over the long
term through capital growth while also providing current
income. It invests primarily in stock that the fund manager
feels have growth possibilities. It will keep at least 25
percent of assets invested in bonds for income. Investments
may be made in assets in one country but will generally be
spread in investments across at least six different countries.
(13) FIDELITY OVERSEAS FUND: This fund is a growth mutual fund that
invests internationally with a goal to increase the value of
investment over the long term through capital growth. It
investment primarily in stocks and bonds of companies whose
principal business activities are outside the U. S.
9
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF THE PLAN, CONTINUED:
e. INVESTMENT OPTIONS, CONTINUED:
(14) FIDELITY ASSET MANAGER: This fund is an asset allocation
mutual fund with a goal to provide high total return with
reduced risk over the long term. It invests in stocks, bonds
and short term instruments of U. S. and foreign issuers
including those in emerging markets. The manager of this fund
may gradually shift assets from one type to another, based on
the current outlook of the various markets.
(15) FIDELITY ASSET MANAGER GROWTH: This fund is an asset
allocation mutual fund with a goal to provide high total
return. It invests in stocks, bonds and short term instruments
of U. S. and foreign issuers. The manager of this fund may
gradually shift assets from one type to another, based on the
current outlook of the various markets.
(16) FIDELITY ASSET MANAGER INCOME: This fund is an asset
allocation mutual fund with a goal to provide high current
income. It invests in stocks, bonds and short term instruments
of U. S. and foreign issuers. The manager of the fund may
gradually shift assets from one type to another based on the
current outlook of the various markets.
f. INVESTMENT PARTICIPATION: The number of participants in each
investment option at December 31, 1998 are as follows:
<TABLE>
<CAPTION>
NUMBER
OF
PARTICIPANTS PARTICIPANTS
- ------------------------------------------------------- ---------------
<S> <C>
Ford Stock Fund 748
Retirement Government Money Market Portfolio 312
Intermediate Bond Fund 281
Growth and Income Portfolio 573
Puritan Fund 189
U. S. Equity Index Portfolio 566
Blue Chip Growth Fund 578
Contra Fund 435
Growth Company Fund 348
Magellan Fund 832
OTC Portfolio 276
International Growth and Income Fund 124
Overseas Fund 162
Asset Manager 90
Asset Manager Growth 100
Asset Manager Income 43
</TABLE>
10
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF THE PLAN, CONTINUED:
g. PARTICIPANT LOANS: Participants may borrow from their fund accounts a
minimum of $1,000 and to a maximum of $50,000. Loan interest rates are
set monthly but will not change during the term of the loan. Loan
transactions are treated as a transfer to/from the investment fund
from/to the Cash/Loan Fund. The interest rate will be the prime rate
as quoted in The Wall Street Journal.
h. PAYMENT OF BENEFITS: Benefits are payable upon termination or upon
normal retirement at age 65 in a cash lump-sum payment.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. BASIS OF ACCOUNTING: The financial statements of the Plan are
prepared under the accrual method of accounting.
b. INVESTMENTS: The Plan allows its participants to direct their share of
contributions and earnings to sixteen different investment mediums,
which are held by Fidelity Investments and are stated at fair value as
of December 31, 1998, as determined by quoted market prices.
Purchases and sales of securities are recorded on a trade-date basis.
Gains and losses on sales of securities are based on average cost.
Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis. The Plan presents in the
statements of changes in net assets available for plan benefits the
net appreciation (depreciation) in the fair value of its investments
which consist of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
11
<PAGE> 15
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
c. PAYMENT OF BENEFITS: Benefits are recorded when paid.
d. CONTRIBUTIONS: Contributions from employees and the Company are
recorded in the period that payroll deductions are made from Plan
participants.
e. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
f. RISKS AND UNCERTAINTIES: The Plan provides for various investment
options in any combination of either equity or fixed income investment
securities. Investment securities are exposed to various risks, such
as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities,
it is at least reasonably possible that changes in risks in the near
term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits.
12
<PAGE> 16
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS:
The fair value of individual investments representing five percent or
more of the Plan's net assets are as follows as of December 31, 1998:
<TABLE>
<S> <C>
Ford Stock Fund $ 3,226,969
Retirement Government Money Market Portfolio 1,960,918
Intermediate Bond Fund 1,284,819
U. S. Equity Index Portfolio 4,618,351
Contrafund 1,452,541
Magellan Fund 4,634,558
Growth and Income Fund 1,694,587
Blue Chip Fund 1,873,888
-------------
$ 20,746,631
=============
</TABLE>
4. TRANSACTIONS WITH PARTIES-IN-INTEREST:
Certain administrative expenses pertaining to the operation of the Plan
are paid by the Company. In addition, various administrative, legal and
accounting services are performed on behalf of the Plan, and no charges
are made to the Plan for these services. Purchases and sales of Ford
stock are routinely made by the Plan trustee in accordance with the
provisions of the Plan or at the request of certain participants.
5. TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated November 20, 1995, that the Plan is in accordance with the
applicable sections of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator believes the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
13
<PAGE> 17
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. OTHER:
On March 2, 1998, the Board of Directors of Ford approved the spin-off of
all of Ford's 80.7 percent interest in the Associates First Capital
Corporation (the "Associates:") by declaring a dividend on the Ford's
outstanding shares of common and Class B stock. The Board of Directors
also declared a dividend in cash on shares of Ford stock held in employee
savings plans. The cash distribution was equal on a per share basis to
the value of the Associates stock that was distributed to Ford common and
Class B stockholders, i.e., $22.12 for each share of Ford stock owned as
of the record date. Both the spin-off dividend and the cash dividend were
paid on April 7, 1998 to stockholders of record on March 12, 1998.
Participants with assets in the Ford Stock Fund under the Plan had the
option to take all or part of the cash distribution out of the Plan in
cash. They also could elect to reinvest all or a portion of the cash
distribution in the Plan's investment options. If no election was made,
the cash distribution was invested according to the participant's asset
allocation at the close of the market on March 11, 1998.
Fifty two percent of the amount of the cash distribution attributable to
the Ford Stock Fund under the Plan was invested in the Ford Stock Fund,
$362,836 was invested in other plan options and $1,202 was paid out in
cash directly to plan participants.
During the period between the record date and the distribution date,
participants' Ford Stock Fund account balances under the Plan did not
include the value of the cash distribution. Following payment of the cash
distribution, the Ford Stock Fund held a much higher level of short-term
cash instruments until the proceeds of the cash distribution could be
reinvested in Ford common stock in an expeditious and prudent manner.
7. SUBSEQUENT EVENT (PLAN TERMINATION):
The Plan was merged into the Ford Savings and Stock Investment Plan for
Salaried Employees ("SSIP") on June 1, 1999. At that time, the Plan
assets were transferred to the SSIP, and the employees of the Company
became employees of Ford Motor Credit Company, a subsidiary of Ford, and
began participating in the SSIP subject to the terms of the SSIP.
14
<PAGE> 18
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K)
TAX-DEFERRED SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1998
<TABLE>
<CAPTION>
(B) (C)
IDENTITY OF DESCRIPTION OF INVESTMENT,
ISSUER, INCLUDING MATURITY DATE, (E)
BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, CURRENT
(A) OR SIMILAR PARTY PAR OR MATURITY VALUE (D) VALUE
- ----- ------------------- -------------------------------------------------------------- -------------
<S> <C> <C> <C> <C>
* Ford Motor Company Ford Motor Company Common Stock, 174,148 units at $18.53 - $ 3,226,969
* Fidelity Retirement Government Money Market Portfolio, 1,960,921 -
units at $1.00 1,960,918
* Fidelity Intermediate Bond Fund, 125,104 units at $10.27 - 1,284,819
* Fidelity Growth and Income Portfolio, 36,967 units at $45.84 - 1,694,587
* Fidelity Puritan Fund, 21,651 units at $20.07 - 434,547
* Fidelity U. S. Equity Index Portfolio, 132,559 units at $34.84 - 4,618,351
* Fidelity Blue Chip Growth Fund, 37,188 units at $50.39 - 1,873,888
* Fidelity Contrafund, 25,577 units at $56.79 - 1,452,541
* Fidelity Growth Company Fund, 23,206 units at $51.02 - 1,183,953
* Fidelity Magellan Fund, 38,359 units at $120.82 - 4,634,558
* Fidelity OTC Portfolio, 22,347 units at $43.63 - 974,996
* Fidelity International Growth and Income Fund, 8,970 units at $20.91 - 187,561
* Fidelity Overseas Fund, 9,768 units at $35.98 - 351,458
* Fidelity Asset Manager, 12,102 units at $17.39 - 210,453
* Fidelity Asset Manager Growth, 13,017 units at $18.68 - 243,149
* Fidelity Asset Manager Income, 7,042 units at $12.32 - 86,758
Participant loans Remaining maturity dates range from 1 month to 10 years,
interest rates range from 6 to 9 percent 1,031,978
-------------
$ 25,451,484
=============
</TABLE>
*Party-in-interest
- - Not required per Department of Labor reporting
15
<PAGE> 19
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K) TAX-DEFERRED
SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
(F)
(A) (C) (D) (E) EXPENSES
IDENTITY OF (B) PURCHASE SELLING LEASE INCURRED
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL WITH
TRANSACTION*
- ---------------------------- --------------------------------------- ------------ ----------- --------- -------------
<S> <C> <C> <C> <C> <C>
REPORTING CRITERION I: Any single transaction in excess of
five percent of current value of plan
assets.
None
REPORTING CRITERION II: Any series of transactions in other
than securities in excess of five
percent of the current value of plan
assets.
None.
REPORTING CRITERION III: Any series of transactions in
securities in excess of five percent
of current value of plan assets
Ford Motor Company Ford Motor Company Common Stock:
207 Purchases $ 2,121,634
156 Sales $ 929,966
Fidelity Retirement Government Money Market
Portfolio:
165 Purchases 1,169,636
119 Sales 527,952
Fidelity Growth and Income Portfolio:
174 Purchases 924,930
129 Sales 483,514
Fidelity U. S. Equity Index Portfolio:
167 Purchases 1,035,853
131 Sales 797,426
Fidelity Blue Chip Growth Fund:
181 Purchases 1,045,557
132 Sales 471,663
<CAPTION>
(H)
CURRENT
VALUE
(A) (G) OF ASSET ON (I)
IDENTITY OF COST TRANSACTION NET GAIN
PARTY INVOLVED OF ASSET DATE OR (LOSS)
- ---------------------------- ------------ ------------ ----------
<S> <C> <C> <C>
REPORTING CRITERION I:
REPORTING CRITERION II:
REPORTING CRITERION III:
Ford Motor Company
$ 212,634 $ 2,121,634 $ 251,052
678,914
Fidelity
1,169,636 1,169,636
527,952
Fidelity
924,930 924,930 67,504
416,010
Fidelity
1,035,853 1,035,853
604,285 193,141
Fidelity
1,045,557 1,045,557
425,468 46,195
</TABLE>
16
<PAGE> 20
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT 401(K)
TAX-DEFERRED SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, CONTINUED
<TABLE>
<CAPTION>
(F)
EXPENSES
(A) (C) (D) (E) INCURRED
IDENTITY OF (B) PURCHASE SELLING LEASE WITH
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION*
- ---------------------------- --------------------------------------- ------------ ----------- --------- -------------
<S> <C> <C> <C> <C> <C>
REPORTING CRITERION III,
continued:
Fidelity Contrafund:
151 Purchases $ 713,107
102 Sales $ 320,003
Fidelity Magellan Fund:
198 Purchases 1,612,537
159 Sales 651,133
Fidelity Growth Company Fund:
129 Purchases 704,324
88 Sales 191,003
Fidelity Intermediate Bond Fund:
146 Purchases 1,373,619
99 Sales 826,266
REPORTING CRITERION IV: Any transaction within the plan year with respect
to securities with or in conjunction with a person
with whom any prior or subsequent single five
percent security transactions within the plan year
took place.
None.
<CAPTION>
(H)
CURRENT
VALUE
(A) (G) OF ASSET ON (I)
IDENTITY OF COST TRANSACTION NET GAIN
PARTY INVOLVED OF ASSET DATE OR (LOSS)
- ---------------------------- ------------ ------------ ----------
<S> <C> <C> <C>
REPORTING CRITERION III,
continued:
Fidelity
$ 713,107 $ 713,107
373,629 $(53,626)
Fidelity
1,612,537 1,612,537
565,285 85,848
Fidelity
704,324 704,324
182,825 8,178
Fidelity
1,373,619 1,373,619
826,919 (653)
REPORTING
</TABLE>
Note A: Transactions already reported under Criterion I are not reported here.
* Information regarding expenses incurred with each transaction was not
available from the Trustee.
17
<PAGE> 21
EXHIBIT INDEX
Sequential
Page Number
Designation Description at Which Found
- ----------- ----------- --------------
Exhibit 23 Consent of PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement
No. 33-58861
We consent to the incorporation by reference in the above Registration Statement
of our report dated May 27, 1999 to the Board of Directors of Ford Motor Company
and PRIMUS Automotive Financial Services, Inc. with respect to the financial
statements of the PRIMUS Automotive Financial Services, Inc. Prime Account
401(k) Tax Deferred Savings Plan at December 31, 1998 and 1997, and for the year
ended December 31, 1998, which is included in this Annual Report on Form 11-K.
400 Renaissance Center
Detroit, Michigan 48243
June 25, 1999
