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 48126-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)
J. M. Rintamaki, Esq.
Ford Motor Company
P. O. Box 1899
One American Road
Dearborn, Michigan 48126-1899
(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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Tile of Each
Class of Proposed Proposed Maximum
Securities to be Amount to be Maximum Offering Aggregate Offering Amount of
Registered Registered (a) Price Per Share (b) Price Registration Fee
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
<S> <C> <C> <C> <C>
Series D Participating 158,684
Stock, $1.00 par value shares $48,687.50 $7,725,927,250.00 $2,039,644.80
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Depositary Shares 158,684,000
shares (c) ___ ___ ___
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 158,684,000 ___ ___ ___
$1.00 par value shares (d)
========================== ======================== ======================== ======================== =======================
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(a) The number of shares being registered represents the maximum number of
shares that may be acquired by Fidelity Management Trust Company, as trustee
under the Master Trust established as of September 30, 1995, as amended, and as
trustee under the Plan, during 2000 and during subsequent years until a new
Registration Statement becomes effective.
(b) Based on the market price of 1,000 shares of Common Stock of the
Company on June 1, 2000 in accordance with Rule 457(c) under the Securities Act
of 1933.
(c) Each Depositary Share will represent 1/1,000 of a share of Series D
Participating Stock and will be evidenced by a Depositary Receipt issued
pursuant to a Deposit Agreement.
(d) The number of shares being registered represents the maximum number of
shares of Common Stock as are issuable upon conversion of the Series D
Participating Stock registered hereby.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-37396, 333-86127,
333-58695, 333-49545, 333-47443, 333-28181, 33-64607, 33-54735, 33-54275,
33-50194, 33-36061, 33-14951 and 2-95020 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.
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 4. Description of Securities
For a description of Ford's Series D Participating Stock and Depositary
Shares, each representing 1/1,000 of a share of such Series D Participating
Stock, see Exhibits 4.E, 4.F, 4.G, and 4.H to this Registration Statement.
For a description of Ford's Common Stock, see Item 3 above.
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended effective January 1, 1997)
with amendments through January 26, 2000. Filed as Exhibit
4.A to Registration Statement No. 333-37396 and incorporated
herein by reference.
.
Exhibit 4.B - Copy of Master Trust Agreement dated as of September 30,
1995 between Ford Motor Company and Fidelity Management
Trust Company, as Trustee.
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Filed as Exhibit 4.B to Registration Statement No. 33-64605
and incorporated herein by reference.
Exhibit 4.C - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 333-47443 and incorporated
herein by reference.
Exhibit 4.D - Copy of Amendment dated March 3, 1998 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.F to
Registration Statement No. 333-58695 and incorporated herein
by reference.
Exhibit 4.E - Form of Certificate of Designations designating Series D
Participating Stock. Filed with this Registration Statement.
Exhibit 4.F - Form of certificate for shares of Series D Participating
Stock. Filed with this Registration Statement.
Exhibit 4.G - Form of Deposit Agreement. Filed with this Registration
Statement.
Exhibit 4.H - Form of Depositary Receipt is included in Exhibit 4.G.
Filed with this Registration Statement.
Exhibit 5.A - 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.B - Copy of Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the Internal
Revenue Code. Filed as Exhibit 5.B to Registration
Statement No. 333-28181 and incorporated herein by
reference.
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 with this
Registration Statement.
Exhibit 24.B - Resolutions of Committee of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan 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 5th day of June, 2000.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/ Sheryl Herrick
----------------------
Sheryl Herrick, Member
Savings and Stock Investment Plan Committee
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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 5th day of
June, 2000.
FORD MOTOR COMPANY
By: Jacques A. Nasser*
------------------------
(Jacques A. Nasser)
Chief Executive Officer and President
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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<S> <C> <C>
Director and President and
Chief Executive Officer
Jacques A. Nasser* (principal executive officer)
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(Jacques A. Nasser)
Director, Chairman of the Board and
Chairman of the Environmental and
Public Policy Committee, the Finance
Committee and the Organization
William Clay Ford, Jr.* Review and Nominating Committee
-----------------------------
(William Clay Ford, Jr.) June 5, 2000
Director and Chairman of the
Compensation and Option
Michael D. Dingman* Committee
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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
--------- ----- ----
Director and Chairman of
Irvine O. Hockaday, Jr.* the Audit Committee
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
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(Marie-Josee Kravis)
Ellen R. Marram* Director
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(Ellen R. Marram)
Homer A. Neal* Director
-----------------------------
(Homer A. Neal)
Jorma J. Ollila* Director June 5, 2000
-----------------------------
(Jorma H. Ollila)
Carl E. Reichardt* Director
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(Carl E. Reichardt)
Robert E. Rubin Director
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(Robert E. Rubin)
John L. Thornton Director
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(John L. Thornton)
Group Vice President and
Chief Financial Officer
Henry D.G. Wallace* (principal financial officer)
-----------------------------
(Henry D.G. Wallace)
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Vice President and Controller
William A. Swift* (principal accounting officer)
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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
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Sequential Page
at Which Found
(or Incorporated
by Reference)
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<S> <C>
Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended effective January 1, 1997)
with amendments through January 26, 2000. Filed as Exhibit
4.A to Registration Statement No. 333-37396 and
incorporated herein by reference.
Exhibit 4.B - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by reference.
Exhibit 4.C - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.D - Copy of Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust Company,
as Trustee. Filed as Exhibit 4.F to Registration Statement
No. 333-58695 and incorporated herein by reference.
Exhibit 4.E - Form of Certificate of Designations designating Series D
Participating Stock. Filed with this Registration Statement.
Exhibit 4.F - Form of certificate for shares of Series D Participating Stock.
Filed with this Registration Statement.
Exhibit 4.G - Form of Deposit Agreement. Filed with this Registration
Statement.
Exhibit 4.H - Form of Depositary Receipt is included in Exhibit 4.G. Filed
with this Registration Statement.
Exhibit 5.A - 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.B - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement No.
333-28181 and incorporated herein by reference.
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.
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Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.B - Resolutions of Committee of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
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