Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
1998 Long-Term Incentive 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)
CALCULATION OF REGISTRATION FEE
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Tile of Each
Class of Proposed Proposed Maximum
Securities to be Amount to be Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Share* Price** Registration Fee
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Common Stock, 10,000,000 $64.625 $430,802,909.13 $119,763.21
$1.00 par value shares
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*Based on the market price of Common Stock of the Company on January 8,
1999, in accordance with Rule 457(c) under the Securities Act of 1933.
** This amount is the sum of (a) the aggregate option price of
9,147,370 shares of Common Stock of the Company subject to options granted under
the 1998 Long-Term Incentive Plan of the Company and outstanding on January 8,
1999, with an option price of $41.0721, and (b) the assumed aggregate option
price of the remaining shares of Common Stock being registered, based on the
market price of Common Stock of the Company on January 8, 1999, in accordance
with Rule 457(h) under the Securities Act of 1933.
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1998 Long-Term Incentive Plan
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement No. 333-52399 are incorporated
herein by reference.
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
Exhibit 10-W to Ford's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.
Exhibit 5 - 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 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A
to Registration Statement No. 333-52485 and incorporated herein
by reference.
Exhibit 24.B - Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.C - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit 24.B
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
January, 1999.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
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(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 January 12, 1999
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(William Clay Ford, Jr.)
Director and President
and Chief Executive Officer
Jacques Nasser* (principal executive officer) January 12, 1999
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(Jacques Nasser)
January 12, 1999
Michael D. Dingman* Director January 12, 1999
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(Michael D. Dingman)
Edsel B. Ford II* Director January 12, 1999
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(Edsel B. Ford II)
William Clay Ford* Director January 12, 1999
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(William Clay Ford)
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Signature Title Date
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<S> <C> <C>
Irvine O. Hockaday, Jr.* Director January 12, 1999
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director January 12, 1999
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(Marie-Josee Kravis)
Ellen R. Marram* Director January 12, 1999
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(Ellen R. Marram)
Homer A. Neal* Director January 12, 1999
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(Homer A. Neal)
Carl E. Reichardt* Director January 12, 1999
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(Carl E. Reichardt)
John L. Thornton* Director January 12, 1999
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(John L. Thornton)
Executive Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) January 12, 1999
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(John M. Devine)
Vice President - Controller
William A. Swift* (principal accounting officer) January 12, 1999
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(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)
----------------
Exhibit 4.A - Ford Motor Company 1998 Long-Term Incentive
Plan. Filed as Exhibit 10-W to Ford's Annual
Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference.
Exhibit 5 - 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 15 - Letter from Independent Certified Public
Accountants regarding unaudited interim financial
information. Filed with this Registration
Statement.
Exhibit 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed
as Exhibit 24.A to Registration Statement
No. 333-52485 and incorporated herein by
reference.
Exhibit 24.B - Power of Attorney authorizing signature. Filed
with this Registration Statement.
Exhibit 24.C - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 24.B to Registration
Statement No. 333-52485 and incorporated herein
by reference.
Exhibit 5
Ford Motor Company
The American Road
Room 1182 WHQ
Dearborn, Michigan 48121
January 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"), 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 10,000,000
shares of Common Stock, par value $1.00 per share, of the Company ("Common
Stock"), relating to the 1998 Long-Term Incentive Plan (the "Plan").
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 shares of Common Stock being registered under the Registration
Statement, and all such shares of Common Stock, when issued and delivered
pursuant to the Company's Certificate of Incorporation and the Plan, and when
the Registration Statement shall have become effective, will be legally issued
and will be fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary
and Counsel
Exhibit 15
PricewaterhouseCoopers LLP
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our reports on our reviews of the interim financial
information of Ford Motor Company and Subsidiaries included in the Ford Motor
Company Quarterly Report on Form 10-Q for the quarters ended March 31, June 30
and September 30, 1998, are incorporated by reference in this Registration
Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports should not be considered part of the Registration Statement prepared
or certified by us within the meaning of Sections 7 and 11 of the Act.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
January 12, 1999
Exhibit 23
PricewaterhouseCoopers LLP
Ford Motor Company
The American Road
Dearborn, Michigan
Consent of PricewaterhouseCoopers LLP
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.
/s/PricewaterhouseCoopers LLP.
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
January 12, 1999
Exhibit 24.B
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
The undersigned, the Vice President - Controller and principal accounting
officer of FORD MOTOR COMPANY (the "Company"), appoints each of J. M. Rintamaki,
L. J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr. , N. A. Patino and D. J.
Cropsey his or her true and lawful attorney and agent to do any and all acts and
things and execute any and all instruments which the attorney and agent may deem
necessary or advisable in order to enable the Company to register the
above-captioned securities for issuance and sale under, and otherwise to comply
with, the Securities Act of 1933 and any requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, including but not
limited to, power and authority to sign his name (whether on behalf of the
Company, or otherwise) to one or more Registration Statements and any amendments
thereto, or any of the exhibits, financial statements and schedules, or the
prospectuses, filed therewith, and to file them with the Commission, all as
authorized at meetings of the Board of Directors of the Company held on March
12, 1998. The undersigned ratifies and confirms all that any of the attorneys
and agents shall do or cause to be done by virtue hereof. Any one of the
attorneys and agents shall have, and may exercise, all the powers conferred by
this instrument.
The undersigned has signed his name as of the 6th day of January, 1999.
/s/William A. Swift
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William A. Swift
