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)
1998 LONG-TERM INCENTIVE PLAN
(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
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered* share** price** registration fee
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
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Common Stock, 19,660,428 (a) $49.5571 (b) __________ _________
$1.00 par value shares
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
Common Stock, 650,000 (c) $52.4063 (d) __________ _________
$1.00 par value shares
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
$1,008,377,891.43 $266,211.77 (f)
(e)
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(a) The number of shares being registered includes 19,660,428 shares of Common
Stock of the Company subject to options granted under the 1998 Long-Term
Incentive Plan (the "Plan").
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(b) Based on the volume-weighted average option price of (a) 4,742,580 shares
of Common Stock of the Company subject to options granted under the Plan
and outstanding on May 17, 2000, with an option price of $41.072,
(b) 9,846,738 shares of Common Stock subject to options granted under the
Plan and outstanding on May 17, 2000, with an option price of $57.938 and
(c) 5,071,110 shares of Common Stock subject to options granted under the
Plan and outstanding on May 17, 2000, with an option price of $41.219 in
accordance with Rule 457(h) under the Securities Act of 1933.
(c) The number of shares being registered includes 650,000 shares of Common
Stock of the Company issued or to be issued as awards to participants
under the Plan.
(d) Based on the market price of Common Stock of the Company on May 17, 2000,
in accordance with Rule 457(c) under the Securities Act of 1933.
(e) This amount is the sum of (a) the aggregate option price of 19,660,428
shares of Common Stock of the Company subject to options granted under the
Plan and outstanding on May 17, 2000, with a volume-weighted average
option price of $49.5571, in accordance with Rule 457(h) under the
Securities Act of 1933, and (b) the assumed aggregate offering price of
the remaining 650,000 shares of Common Stock being registered, based on
the market price of Common Stock of the Company on May 17, 2000, in
accordance with Rule 457(c) under the Securities Act of 1933.
(f) This amount is based on the proposed maximum aggregate offering price of
$1,008,377,891.43. See note (e).
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1998 Long-Term Incentive Plan
_______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement Nos. 333-70447 and 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 4.B - Amendment to 1998 Long-Term Incentive Plan, effective as of
January 1, 1999. Filed as Exhibit 10-U-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999
and incorporated herein by reference.
Exhibit 4.C - Amendment to 1998 Long-Term Incentive Plan, effective as of
March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999
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. 333-37396 and
incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No. 333-37396 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 22nd day of
May, 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.
Signature Title Date
- --------- ----- ----
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Director and President and
Chief Executive Officer
Jacques A. Nasser* (principal executive officer)
- -----------------------------
(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
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(William Clay Ford, Jr.) May 22, 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
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(Edsel B. Ford II)
William Clay Ford Director
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(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
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(Homer A. Neal)
Jorma J. Ollila* Director May 22, 2000
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(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)
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Group Vice President and
Chief Financial Officer
Henry D.G. Wallace* (principal financial officer)
- -----------------------------
(Henry D.G. Wallace)
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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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 4.B - Amendment to 1998 Long-Term Incentive Plan, effective as of
January 1, 1999. Filed as Exhibit 10-U-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999
and incorporated herein by reference.
Exhibit 4.C - Amendment to 1998 Long-Term Incentive Plan, effective as of
March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999
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. 333-37396 and
incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No. 333-37396 and
incorporated herein by reference.
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[OBJECT OMITTED]
Exhibit 5.A
Ford Motor Company One American Road
P.O. Box 1899
Dearborn, Michigan 48126-1899
May 22, 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"), 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 20,310,428
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
May 17, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated April 14, 2000 on our review of interim
financial information of Ford Motor Company (the "Company") as of and for the
period ended March 31, 2000 and included in the Company's quarterly report on
Form 10-Q for the quarter then ended is incorporated by reference in this
Registration Statement dated May 22, 2000.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
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 24, 2000 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
Ford Motor Company, which is incorporated by reference in Ford Motor Company's
Annual Report on Form 10-K for the year ended December 31, 1999. We also consent
to the incorporation by reference of our report dated January 24, 2000 relating
to the financial statement schedules, which appears in such Annual Report on
Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
May 17, 2000
