SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT")
Ford Motor Company
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-0549190
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
One American Road
Dearborn, MI 48126
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of If this form relates to the registration of
a class of securities pursuant to Section a class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), to General Instruction A.(d), please check the
please check the following box. |X| following box. |_|
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Securities Act registration statement file number to which this form
relates: 333-38352
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, par value $0.01 per share Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Pursuant to the recapitalization plan (the "Recapitalization") of
Ford Motor Company ("Ford"), the consummation of which is subject to
various conditions including shareholder approval, shares of a new class of
Ford common stock, par value $.01 per share, (the "New Ford Common Stock"),
and a new class of Ford Class B stock, par value $.01 per share (the "New
Class B Stock"), will be issued in exchange for existing shares of Ford
common stock, par value $1.00 per share, (the "Old Ford Common Stock"), and
existing shares of Ford Class B stock, par value $1.00 per share, (the "Old
Class B Stock").
A description of the New Ford Common Stock (and insofar as it is
relevant, the New Class B Stock) is set forth below. This description
assumes the consummation of the Recapitalization and the issuance of the
New Ford Common Stock and the New Class B Stock.
SHARES AUTHORIZED. There are currently 3,000,000,000 shares of Old
Ford Common Stock and 265,058,688 Shares of Old Class B Stock authorized.
Following the Recapitalization there will be 6,000,000,000 shares of New
Ford Common Stock and 530,117,376 shares of New Class B Stock authorized.
RIGHTS TO DIVIDENDS AND ON LIQUIDATION. Each share of New Ford
Common Stock and New Class B Stock is entitled to share equally in
dividends (other than dividends declared with respect to any outstanding
preferred stock) when and as declared by the Ford Board of Directors,
except as stated below under the subheading "Stock Dividends." Upon
liquidation, subject to the rights of any other class or series of stock
having a preference on liquidation, each share of New Ford Common Stock
will be entitled to the first $.50 available for distribution to holders of
New Ford Common Stock and New Class B Stock, each share of New Class B
Stock will be entitled to the next $1.00 so available, each share of New
Ford Common Stock will be entitled to the next $.50 available and each
share of New Ford Common Stock and New Class B Stock will be entitled to an
equal amount after that. The Old Ford Common Stock and Old Class B Stock
shared equally upon liquidation, regardless of the amount available for
distribution to them, on a per share basis. Any outstanding preferred stock
would rank senior to the New Ford Common Stock and New Class B Stock in
respect of liquidation rights and could rank senior to that stock in
respect of dividend rights.
VOTING - GENERAL. All general voting power is vested in the holders
of New Ford Common Stock and the holders of New Class B Stock, voting
together without regard to class, except as stated below in the subheading
"Voting by Class." The voting power of the shares of stock is determined as
described below. However, Ford could in the future create series of
preferred stock with voting rights equal to or greater than the New Ford
Common Stock or New Class B Stock.
Each holder of New Ford Common Stock is entitled to one vote per
share, and each holder of New Class B Stock is entitled to a number of
votes per share derived by a formula contained in Ford's Restated
Certificate of Incorporation. As long as at least 60,749,880 shares of New
Class B Stock remain outstanding, the formula will result in holders of New
Class B Stock having 40% of the general voting power and holders of New
Ford Common Stock and, if issued, any preferred stock with voting power
having 60% of the general voting power.
If the number of outstanding shares of New Class B Stock falls
below 60,749,880, but remains at least 33,749,932, then the formula will
result in the general voting power of holders of New Class B Stock
declining to 30% and the general voting power of holders of New Ford Common
Stock and, if issued, any preferred stock with voting power increasing to
70%.
If the number of outstanding shares of New Class B Stock falls
below 33,749,932, then each holder of New Class B stock will be entitled to
only one vote per share.
Based on the number of shares of Old Class B Stock and Old Ford
Common Stock outstanding as of June 27, 2000, each holder of Old Class B
Stock is entitled to 10.670 votes per share. Of the outstanding Old Class B
Stock as of June 27, 2000, 47,101,508 shares were held in a voting trust.
The trust requires the trustee to vote all the shares in the trust as
directed by holders of a plurality of the shares in the trust.
RIGHT OF PREFERRED STOCK TO ELECT A MAXIMUM OF TWO DIRECTORS IN
EVENT OF DEFAULT. It would be customary for any preferred stock that Ford
may issue to provide that if at any time Ford is delinquent in the payment
of six or more quarters' worth of dividends (whether or not consecutive),
the holders of the preferred stock, voting as a class, would be entitled to
elect two directors (who would be in addition to the directors elected by
the stockholders generally). These voting rights are required to be
provided if the preferred stock is listed on the New York Stock Exchange.
Such voting rights are provided for in Ford's currently outstanding Series
B Cumulative Preferred Stock.
NON-CUMULATIVE VOTING RIGHTS. New Ford Common Stock and New Class B
Stock, as well as any preferred stock with voting power that Ford may
issue, do not and will not have cumulative voting rights. This means that
the holders who have more than 50% of the votes for the election of
directors can elect 100% of the directors if they choose to do so.
VOTING BY CLASS. If Ford wants to take any of the following
actions, it must obtain the vote of the holders of a majority of the
outstanding shares of New Class B Stock, voting as a class:
o issue any additional shares of New Class B Stock (with
certain exceptions);
o reduce the number of outstanding shares of New Class B Stock
other than by holders of New Class B Stock converting New
Class B Stock into New Ford Common Stock or selling it to
Ford;
o change the capital stock provisions of Ford's Restated
Certificate of Incorporation;
o merge or consolidate with or into another corporation;
o dispose of all or substantially all of Ford's property and
assets;
o transfer any assets to another corporation and in connection
therewith distribute stock or other securities of that
corporation to Ford stockholders; or
o voluntarily liquidate or dissolve.
VOTING PROVISIONS OF DELAWARE LAW. In addition to the votes
described above, any special requirements of Delaware law must be met. The
Delaware General Corporation Law contains provisions on the votes required
to amend certificates of incorporation, merge or consolidate, sell, lease
or exchange all or substantially all assets, and voluntarily dissolve.
OWNERSHIP AND CONVERSION OF NEW CLASS B STOCK. In general, only
members of the Ford family or their descendants or trusts or corporations
in which they have specified interests can own or be registered as record
holders of shares of New Class B Stock, or can enjoy for their own benefit
the special rights and powers of New Class B Stock. A holder of shares of
New Class B Stock can convert those shares into an equal number of shares
of New Ford Common Stock for the purpose of selling or disposing of those
shares. Shares of New Class B Stock acquired by Ford or converted into New
Ford Common Stock cannot be reissued by Ford.
PREEMPTIVE AND OTHER SUBSCRIPTION RIGHTS. Holders of New Ford
Common Stock do not have any right to purchase additional shares of New
Ford Common Stock if Ford sells shares to others. If, however, Ford sells
New Class B Stock or obligations or shares convertible into New Class B
Stock (subject to the limits on who can own New Class B Stock described
above), then holders of New Class B Stock will have a right to purchase, on
a ratable basis and at a price just as favorable, additional shares of New
Class B Stock or those obligations or shares convertible into New Class B
Stock.
In addition, if shares of New Ford Common Stock (or shares or
obligations convertible into such stock) are offered to holders of New Ford
Common Stock, then Ford must offer to the holders of New Class B Stock
shares of New Class B Stock (or shares or obligations convertible into such
stock), on a ratable basis, and at the same price per share.
STOCK DIVIDENDS. If Ford declares and pays a dividend in Ford
stock, Ford must pay it in shares of New Ford Common Stock to holders of
New Ford Common Stock and in shares of New Class B Stock to holders of New
Class B Stock.
ULTIMATE RIGHTS OF HOLDERS OF NEW CLASS B STOCK. If and when the
number of outstanding shares of New Class B Stock falls below 33,749,932,
the New Class B Stock will become freely transferable and will become
substantially equivalent to New Ford Common Stock. At that time, holders of
New Class B Stock will have one vote for each share held, will have no
special class vote, will be offered New Ford Common Stock if New Ford
Common Stock is offered to holders of New Ford Common Stock, will receive
New Ford Common Stock if a stock dividend is declared, and will have the
right to convert such shares into an equal number of shares of New Ford
Common Stock irrespective of the purpose of conversion.
MISCELLANEOUS; DILUTION. If Ford increases the number of
outstanding shares of New Class B Stock (by, for example, doing a stock
split or stock dividend), or if Ford consolidates or combines all
outstanding shares of New Class B Stock so that the number of outstanding
shares is reduced, then the threshold numbers of outstanding New Class B
Stock (that is, 60,749,880 and 33,749,932) that trigger voting power
changes will automatically adjust by a proportionate amount.
ITEM 2. EXHIBITS
1. Sections 1 through 10 of Article FOURTH of the
Restated Certificate of Incorporation of Ford Motor
Company, as proposed to be amended and restated
following the effective time of the proposed merger
of Ford Value Corporation with and into Ford Motor
Company pursuant to the Recapitalization Agreement
and Plan of Merger, dated as of June 27, 2000,
between such parties.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
FORD MOTOR COMPANY
July 27, 2000 By: /s/ Kathryn S. Lamping
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Name: Kathryn S. Lamping
Title: Assistant Secretary and
Counsel-Corporate
INDEX OF EXHIBITS
Exhibit No. Description
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1. Sections 1 through 10 of Article FOURTH of the Restated
Certificate of Incorporation of Ford Motor Company, as
proposed to be amended and restated following the
effective time of the proposed merger of Ford Value
Corporation with and into Ford Motor Company pursuant to
the Recapitalization Agreement and Plan of Merger, dated
as of June 27, 2000, between such parties.
