Exhibit 24.B
FORD MOTOR COMPANY
Resolutions Relating to Creation and Issuance of Preferred Stock
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RESOLVED, That the proposals described in the communication dated May 31,
2000, entitled "Visteon Spin-Off" (the "Communication"), presented to the
Committee, be and hereby are approved.
RESOLVED, That the proposed form of Certificate of the Designations,
Powers, Preferences and Relative, Participating or Other Rights, and the
Qualifications, Limitations or Restrictions thereof, of Series D Participating
Stock of the Company, par value $1.00 per share ("Series D Stock"), a copy of
which is attached hereto (the "Certificate of Designations"), creating and
establishing 300,000 shares of Series D Stock, to be filed with the Secretary of
State of the State of Delaware, be and hereby is approved in all respects, and
that the resolutions set forth therein be and hereby are adopted and approved as
if fully set forth herein.
RESOLVED, That the President and Chief Executive Officer; the Group Vice
President and Chief Financial Officer; the Vice President and Treasurer; any
Assistant Treasurer; the Secretary; or any Assistant Secretary of the Company,
and each of them, be and hereby are authorized and directed, in the name and on
behalf of the Company, to prepare, execute and cause to be filed, prior to the
issuance of any shares of Series D Stock, with the Secretary of State of the
State of Delaware and any other appropriate governmental agency or office, the
Certificate of Designations designating the shares of Series D Stock and setting
forth the terms and provisions thereof.
RESOLVED, That the Company issue and sell up to three hundred million
(300,000,000) Depositary Shares or receipts for such shares (the "Depositary
Shares"), each representing 1/1,000 of a share of Series D Stock, to the
Trustees for the Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees and the Ford Motor Company Tax-Efficient Savings Plan for
Hourly Employees (collectively, the "Employee Savings Plans") in exchange for an
equal number of shares of Common Stock held by them for the benefit of employees
under said plans, upon such terms and conditions as may be fixed by the
President and Chief Executive Officer; the Group Vice President and Chief
Financial Officer or the Vice President and Treasurer; provided, however, that
each Depositary Share shall have a purchase price of not less than 1/1,000 of
the par value of a share of Series D Stock; and provided further, however, that
such exchange shall constitute adequate consideration within the meaning of
Section 3(18) of the Employee Retirement Income Security Act of 1974.
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RESOLVED, That the Company register with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), up to three hundred thousand (300,000) shares of Series D Stock and
up to three hundred million (300,000,000) Depositary Shares, together with an
appropriate number of shares of Common Stock of the Company into which the
Series D Stock (or, pursuant to an agreement by the Company to accept delivery
of Depositary Shares in lieu of whole shares of Series D Stock, the Depositary
Shares) may be converted and an appropriate number of shares of Common Stock of
the Company that may be needed for investment or reinvestment by the Employee
Savings Plans (such Depositary Shares, Preferred Stock and Common Stock being
collectively referred to herein as the "Securities").
RESOLVED, That the Company at all times shall reserve the number of shares
of authorized but unissued Common Stock of the Company which shall be sufficient
for delivery upon conversion of the Series D Stock (or, pursuant to an agreement
by the Company to accept delivery of Depositary Shares in lieu of whole shares
of Series D Stock upon such conversion, the Depositary Shares), outstanding from
time to time, in accordance with the terms and provisions of the Series D Stock.
RESOLVED, That, in order to comply with the Act, the directors and
appropriate officers of the Company be and hereby are authorized to sign and
execute in their own behalf, or in the name and on behalf of the Company, or
both, as the case may be, any and all Registration Statements and amendments to
Registration Statements relating to the Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees and the Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees, and such other employee stock plans as may be
adopted by the Company or any of its subsidiaries (collectively, the "Employee
Stock Plans"), including the Prospectuses and the exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof; and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such Registration Statements and amendments, so executed, to
be filed with the Securities and Exchange Commission.
RESOLVED, That each officer and director who may be required to sign and
execute any of the aforesaid Registration Statements or amendments or any
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise) be and hereby is authorized to
execute a power of attorney appointing L. J. Ghilardi, K. S. Lamping, P. J.
Sherry, Jr., M. F. Marecki, D. J. Cropsey and E. J. Lukas, and each of them,
severally, his or her true and lawful attorney or attorneys to sign in his or
her name, place and stead in any such capacity any and all such Registration
Statements and amendments, further amendments thereto and documents in
connection therewith, and to file the same with the Commission, each of said
attorneys to have power to act with or without the other, and to have full power
and authority to do and perform, in the name and on behalf of each of said
officers and directors who shall have executed such a power of attorney, every
act whatsoever necessary or advisable to be done in connection therewith as
fully and to all intents and purposes as such officer or director might or could
do in person.
RESOLVED, That the President and Chief Executive Officer; any Vice
Chairman; any Executive Vice President; any Group Vice President; any Vice
President; the Secretary; any Assistant Secretary; the Treasurer; and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company to take any and all action which such persons, or
any of them, may deem necessary, appropriate or desirable in order to obtain a
permit, register or qualify the Securities for issuance and sale or to request
an exemption from registration of the Securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America as such persons, or any of them,
may deem necessary, appropriate or desirable, and in connection with such
registrations, permits, licenses, qualifications and exemptions to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to such service of process, powers of attorney
and other papers and instruments as may be required under such laws, and to take
any and
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all further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registrations in effect for
as long as such persons, or any of them, may deem to be in the best interests of
the Company.
RESOLVED, That the President and Chief Executive Officer; any Vice
Chairman; any Executive Vice President; any Group Vice President; any Vice
President; the Secretary; any Assistant Secretary; the Treasurer; and any
Assistant Treasurer, and each of them, be and hereby are authorized to designate
any licensed California broker-dealer as the Company's attorney-in-fact for the
purpose of executing and filing one or more applications and amendments thereto
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Securities for offering and sale in the State of California.
RESOLVED, That any and all haec verba resolutions which may be required by
the Blue Sky or securities laws of any state in which the Company intends to
offer to sell the Securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized to certify that such
resolutions were duly adopted by the Committee; and that the Secretary of the
Company shall cause a copy of each resolution so certified to be attached to the
minutes of the Committee.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized, in the name and on behalf of the Company, to take
such action as such officers, or any of them, may deem necessary, appropriate or
desirable to make application for the listing of the Securities on the New York
and Pacific Coast Stock Exchanges in the United States, London Stock Exchange in
Europe and any other stock exchange, and that the President and Chief Executive
Officer; any Vice Chairman; any Executive Vice President; any Group Vice
President; any Vice President; the Secretary; any Assistant Secretary; the
Treasurer; and any Assistant Treasurer, and each of them, be and hereby are
designated a representative of the Company to appear before the Corporate
Services Division or other appropriate body of any such exchange and take all
such other steps as such persons, or any of them, may deem necessary,
appropriate or desirable to effect such listing.
RESOLVED, That, in connection with each application of the Company to the
New York Stock Exchange, Inc., or any other stock exchange, for the listing on
such exchange of the Securities, the Company enter into an agreement providing
for the indemnification by the Company of such Exchange, its governors,
officers, employees and its subsidiary companies and innocent purchasers for
value of the Securities or any one or more of them, as the case may be, from and
against losses, liabilities, claims, damages or accidents in connection with the
use of facsimile signatures on certificates representing the Securities; and
that the President and Chief Executive Officer; any Vice Chairman; any Executive
Vice President; any Group Vice President; any Vice President; the Secretary; any
Assistant Secretary; the Treasurer; and any Assistant Treasurer, and each of
them, be and hereby are authorized in the name and on behalf of the Company and
under its corporate seal to execute and deliver to such Exchange, the aforesaid
indemnification agreement in such form as the person or persons executing the
same may deem necessary, appropriate or desirable, as conclusively evidenced by
his, her or their execution thereof.
RESOLVED, That the Committee hereby adopts the forms of depositary receipts
for the Depositary Shares and certificates for the Series D Stock, specimens of
which have been made available for examination by the Committee, such forms of
depositary receipts and certificates to have such changes as the appropriate
officers of the Company may approve.
RESOLVED, That the President and Chief Executive Officer; any Vice
Chairman; any Executive Vice President; any Group Vice President; any Vice
President; the Secretary; any Assistant Secretary; the Treasurer; or any
Assistant Treasurer, and each of them, be and hereby are
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authorized, in the name and on behalf of the Company and under its corporate
seal (which may be a facsimile of such seal), to execute (by manual or facsimile
signature) certificates representing the Securities (and, in addition,
certificates representing the Securities to replace any such certificates which
are lost, stolen, mutilated or destroyed and such certificates required for
exchange, substitution or transfer), all as provided in the Restated Certificate
of Incorporation and By-Laws of the Company.
RESOLVED, That the President and Chief Executive Officer; any Vice
Chairman; any Executive Vice President; any Group Vice President; any Vice
President; the Secretary; any Assistant Secretary; the Treasurer; or any
Assistant Treasurer, and each of them, be and hereby are authorized to appoint
one or more paying agents, registrars, issuing agents, transfer agents, exchange
agents, conversion agents, and other agents and functionaries to, among other
things, issue or countersign, make transfers of and register the certificates
representing the Securities, and that any such officer be and hereby is
authorized to execute and deliver, in the name and on behalf of the Company, any
agreement, instrument or document relating to any such appointment; provided,
however, that the Company may at any time elect to act in any such capacity
itself.
RESOLVED, That the Company enter into a deposit agreement and one or more
supplements thereto, each with a bank or trust company as depositary (the
"Deposit Agreement"), providing for the deposit of the Series D Stock, the
issuance of the Depositary Shares and other matters relating thereto, and that
the President and Chief Executive Officer; any Vice Chairman; any Executive Vice
President; any Group Vice President; any Vice President; the Secretary; any
Assistant Secretary; the Treasurer; or any Assistant Treasurer, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
(i) to select such depositary and (ii) to execute, acknowledge and deliver the
Deposit Agreement and supplements thereto, whether or not under the seal of the
Company, and whether or not attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Deposit Agreement or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That, when the Series D Stock and the Depositary Shares shall be
issued, sold and delivered in accordance with the terms of the Deposit
Agreement, the shares of Series D Stock represented by such Depositary Shares
shall be, and are hereby declared to be, fully-paid and non-assessable shares of
Preferred Stock of the Company and not liable to any further calls or
assessments thereon, and the holders thereof shall not be liable for any further
payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Series D Stock and the
Depositary Shares in accordance with the foregoing resolutions, an amount equal
to the par value of the Series D Stock so issued shall be credited to the
capital stock account of the Company.
RESOLVED, That the shares of Common Stock of the Company issuable or
deliverable upon conversion of the Series D Stock (or, pursuant to an agreement
by the Company to accept delivery of Depositary Shares in lieu of whole shares
of Series D Stock upon such conversion, the Depositary Shares), when the same
shall be delivered in accordance with the terms of the Securities, shall be, and
are hereby declared to be, fully-paid and non-assessable shares of Common Stock
of the Company and not liable to any further calls or assessments thereon, and
the holders thereof shall not be liable for any further payment in respect
thereof.
RESOLVED, That, upon the issuance of authorized but unissued shares of
Common Stock of the Company upon conversion of the Series D Stock (or, pursuant
to an agreement by the Company to accept delivery of Depositary Shares in lieu
of whole shares of Series D Stock upon such conversion, the Depositary Shares),
an amount equal to the par value of the Common Stock so issued shall be credited
to the capital stock account of the Company and an amount equal to the par value
of
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the shares of Series D Stock so converted (or the shares of Series D Stock
represented by the Depositary Shares so converted) shall be debited to the
capital stock account of the Company.
RESOLVED, That the President and Chief Executive Officer; any Vice
Chairman; any Executive Vice President; any Group Vice President; any Vice
President; the Secretary; or any Assistant Secretary; the Treasurer; any
Assistant Treasurer, and each of them, be and hereby are authorized to cause the
issuance of authorized but unissued shares of Common Stock of the Company for
the purpose of effecting conversions of the Series D Stock (or, pursuant to an
agreement by the Company to accept delivery of Depositary Shares in lieu of
whole shares of Series D Stock upon such conversion, the Depositary Shares).
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized and empowered, in the name and on behalf of the
Company, to take any action (including, without limitation, the appointment of
agents and the payment of expenses), and to execute (by manual or facsimile
signature) and deliver any and all letters, documents or other writings, that
such officer or officers may deem necessary, appropriate or desirable in order
to enable the Company fully to carry out the purposes and intents of the
Communication and each and all of the foregoing resolutions.
Resolutions Relating to Special Dividend
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WHEREAS, based upon the Communication, and based upon the Financial Review
and other information heretofore presented to the Committee, the Company has net
assets in excess of its capital, computed in accordance with the laws of
Delaware, in an amount sufficient to justify (a) a dividend on outstanding
shares of Class B and Common Stock consisting in the aggregate of 130,000,000
shares of common stock of Visteon distributable to holders of Class B and Common
Stock in proportion to their ownership of Class B and Common Stock, and (b) a
dividend in cash on each share of Series D Stock equal to the 1,000 times the
market value of the common stock of Visteon distributed per share of Class B and
Common Stock.
NOW, THEREFORE, BE IT RESOLVED, That (i) a dividend consisting in the
aggregate of 130,000,000 shares of common stock of Visteon on the outstanding
shares of Class B and Common Stock of the Company distributable to holders of
Class B and Common Stock in proportion to their ownership of Class B and Common
Stock, and (ii) a dividend in cash on each share of Series D Stock equal to
1,000 times the market value of common stock of Visteon distributed per share of
Class B and Common Stock, as determined using a methodology deemed appropriate
by Morgan Stanley Dean Witter or another independent financial advisor (but not
to exceed the maximum amount that may be paid in accordance with the laws of
Delaware), be and hereby are declared, distributable and payable, respectfully,
on June 28, 2000 (or, if such day is not a day on which common stock of Visteon
is traded on the New York Stock Exchange, then on the next day that it is traded
on the New York Stock Exchange) to holders of record of Class B and Common Stock
and Series D Stock at the close of business on June 12, 2000; and that the Group
Vice President and Chief Financial Officer, the Vice President and Treasurer,
and other appropriate officers of the Company, and each of them, be and hereby
is authorized and directed to cause the same to be distributed and paid on the
date specified.
