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)
One American Road
Dearborn, Michigan 48126
(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
One American Road
Dearborn, Michigan 48126
(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 offering price per aggregate offering registration fee
be registered registered obligation price**
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------
Deferred Compensation
Plan Obligations* $175,000,000 100% $175,000,000 $46,200
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* The Deferred Compensation Plan 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
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-65703, 333-47733, 333-20725,
33-62227 and 333-74313 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 as Exhibit
4.9 to Registration Statement No. 333-74313 and
incorporated herein by reference.
Exhibit 4.10 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 29, 1999. 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, Counsel to Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. 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 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No. 333-67211, Exhibit 24.B
to Registration Statement No. 333-70447 and Exhibit 24 to
Registration Statement No. 86035 and incorporated herein by
reference.
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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
2nd day of March, 2000.
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 March 2, 2000
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(William Clay Ford, Jr.)
Director and President
and Chief Executive Officer
Jacques A. Nasser* (principal executive officer) March 2, 2000
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(Jacques A. Nasser)
Michael D. Dingman* Director March 2, 2000
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(Michael D. Dingman)
Edsel B. Ford II* Director March 2, 2000
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(Edsel B. Ford II)
William Clay Ford* Director March 2, 2000
------------------------
(William Clay Ford)
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Signature Title Date
--------- ----- ----
Irvine O. Hockaday, Jr.* Director March 2, 2000
------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director March 2, 2000
------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director March 2, 2000
------------------------
(Ellen R. Marram)
Homer A. Neal* Director March 2, 2000
------------------------
(Homer A. Neal)
Jorma J. Ollila Director March 2, 2000
------------------------
(Jorma J. Ollila)
Carl E. Reichardt* Director March 2, 2000
------------------------
(Carl E. Reichardt)
Robert E. Rubin Director March 2, 2000
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(Robert E. Rubin)
John L. Thornton* Director March 2, 2000
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(John L. Thornton)
Group Vice President
and Chief Financial Officer
Henry D. G. Wallace* (principal financial officer) March 2, 2000
------------------------
(Henry D. G. Wallace)
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Vice President and Controller
William A. Swift* (principal accounting officer) March 2, 2000
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(William A. Swift)
*By:/s/K. S. Lamping
-------------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX Sequential Page
at Which Found
(or Incoporated
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 as Exhibit
4.9 to Registration Statement No. 333-74313 and
incorporated herein by reference.
<PAGE>
Exhibit 4.10 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of October 29, 1999. 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, Counsel to Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. 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 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No. 333-67211, Exhibit 24.B
to Registration Statement No. 333-70447 and Exhibit 24 to
Registration Statement No. 86035 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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Exhibit 4.10
AMENDMENT TO FORD MOTOR COMPANY
DEFERRED COMPENSATION PLAN
(Effective as of October 29, 1999)
Paragraph (f) of Section 4 is amended to read as follows:
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"(f) Deferrals of Awards Under AIC Plan and Other Similar Plans.
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, the ARC Plan, the PRIMUS Management Incentive
Plan, the Fairlane Credit Management Incentive Plan, the National Recovery
Center Management Incentive Plan, the AMI Leasing, Inc. Executive
Incentive Plan or the AMI Leasing, Inc. Management Incentive 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, the
ARC Plan, the PRIMUS Management Incentive Plan, the Fairlane Credit
Management Incentive Plan, the National Recovery Center Management
Incentive Plan, the AMI Leasing, Inc. Executive Incentive Plan or the AMI
Leasing, Inc. Management Incentive 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, the ARC Plan, the PRIMUS Management Incentive Plan, the Fairlane
Credit Management Incentive Plan, the National Recovery Center Management
Incentive Plan, the AMI Leasing, Inc. Executive Incentive Plan and the AMI
Leasing, Inc. Management Incentive Plan."
Exhibit 5.1
March 2, 2000
Ford Motor Company
One American Road
Dearborn, Michigan 48126
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
Exhibit 5.2
March 2, 2000
Ford Motor Company
One American Road
Dearborn, Michigan 48126
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 Counsel to 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
Counsel
Exhibit 15
March 2, 2000
Ford Motor Company
The American Road
Dearborn, MI 48121
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ford Motor Company and Securities and Exchange Commissioners:
We are aware that our reports dated April 14, 1999, July 13, 1999 and
October 14, 1999 on our review of interim financial information of Ford Motor
Company (the "Company") as of and for the periods ended March 31, 1999,
June 30, 1999 and September 30, 1999, and included in the Company's quarterly
reports on Form 10-Q for the quarters then ended, are incorporated by reference
in this Registration Statement.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999 relating to the
financial statements and financial statement schedule of Ford Motor Company
(the "Company") which appears on Form 10-K for the year ended December 31, 1998.
We also consent to the incorporation by reference of our report dated January
24, 2000 relating to the Company's financial statements, which appears in the
Current Report on Form 8-K dated February 4, 2000.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
March 2, 2000
