SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report June 28, 2000
(Date of earliest event reported)
FORD MOTOR COMPANY
------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-3950 38-0549190
------ ----------
(Commission File Number) (IRS Employer Identification No.)
One American Road, Dearborn, Michigan 48126
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
------------
<PAGE>
-2-
Item 2. Acquisition or Disposition of Assets.
(a) On June 2, 2000, a special committee of the Board of Directors of Ford
Motor Company (the "Company" or "Ford ") approved the spin-off of Visteon
Corporation ("Visteon") by declaring a dividend on Ford's outstanding shares of
Common and Class B Stock consisting of Ford's 100% interest (130 million shares)
in Visteon. The special committee of the Board of Directors also declared a
dividend in cash on shares of Company stock held in U.S. employee savings plans
equal to the market value of Visteon stock to be distributed per share of the
Company's Common and Class B Stock. Both the spin-off dividend and the cash
dividend were paid on June 28, 2000 to stockholders of record on June 12, 2000.
Holders of Ford Common and Class B Stock on the record date received
0.130933 shares of Visteon common stock for each share of Ford stock, and
participants in U.S. employee savings plans who held Ford stock in such plans on
the record date received $1.72 in cash per share of Ford stock, which amount was
based on the volume-weighted average price of Visteon stock of $13.1326 per
share on the New York Stock Exchange on June 28, 2000. The total value of the
distribution (including the aggregate $365 million cash dividend) was $2.1
billion or $1.72 per share of Ford stock.
As a result of the spin-off of Visteon, Ford will post an after-tax loss of
approximately $2.3 billion in the second quarter of 2000. This reflects the
excess of Ford's net investment in Visteon over the market value of Visteon on
the distribution date. Ford has received an opinion from Davis Polk & Wardwell
that the spin-off should qualify as a tax-free distribution for U.S. federal
income tax purposes.
(b) Not Applicable.
Item 5. Other Events.
News release dated July 13, 2000 announcing one-time charges to be incurred
by Ford in the second quarter of 2000, filed as Exhibit 20 to this Current
Report on Form 8-K, is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. Pro forma condensed consolidated
statements of income of Ford for the year ended December 31, 1999 and the
quarter ended March 31, 2000, reflecting Ford's results of operations as if the
Visteon spin-off and a proposed recapitalization had occurred as of January 1,
1999, and a pro forma condensed consolidated balance sheet of Ford as of March
31, 2000, reflecting Ford's financial position as if the Visteon spin-off and
the proposed recapitalization had occurred as of March 31, 2000, are filed as an
exhibit.
<PAGE>
-3-
(c) Exhibits.
Designation Description Method of Filing
----------- ----------- ----------------
Exhibit 20 News Release dated Filed with this Report
July 13, 2000
Exhibit 99 Pro Forma Condensed Consolidated Incorporated by
Financial Statements reference to Ford's
Registration Statement
No. 333-38352 (pages
45-49).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FORD MOTOR COMPANY
(Registrant)
By: /s/Peter Sherry, Jr.
------------------------
Peter Sherry, Jr.
Assistant Secretary
Date: July 13, 2000
<PAGE>
-4-
EXHIBIT INDEX
-------------
Designation Description Page
----------- ----------- ----
Exhibit 20 News Release dated
July 13, 2000
Exhibit 99 Pro Forma Condensed Consolidated
Financial Statements
