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U.S. Securities and Exchange Commission
Washington, D.C. 20449
Notice of Exempt Solicitation
submitted pursuant to Rule 14a-6(g)
1. Name of Registrant:
Ford Motor Company
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2. Name of person relying on exemption:
College Retirement Equities Fund
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3. Address of person relying on the exemption:
730 Third Avenue, New York, NY 10017
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4. Written materials. The following materials are attached:
Exhibit 1: Letter from Peter C. Clapman on behalf of Teachers
Insurance and Annuity Association - College
Retirement Equities Fund
Exhibit 2: News Release: "TIAA-CREF Announces Opposition To
Ford Motor Recapitalization Proposal"
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Exhibit 1
July 18, 2000
Dear Shareholder:
Attached is a statement from TIAA-CREF announcing our opposition to a Ford Motor
company recapitalization plan, and explaining the reasons for this position.
Ford Motor shareholders are voting on the plan at a special meeting on August 2,
2000. We are sending you this statement to call attention to ways in which the
plan enhances voting rights of Class B shareholders, at the expense of the
rights of holders of common stock.
We would be happy to discuss our concerns in more detail. If you would like to
do so, please contact Ken Bertsch of TIAA-CREF at 212-916-4972.
Sincerely,
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
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Exhibit 2
NEWS RELEASE
TIAA-CREF CORPORATE COMMUNICATIONS
www.tiaa-cref.org
Fax: 212 916-4840
TEACHERS INSURANCE AND ANNUITY ASSOCIATION
COLLEGE RETIREMENT EQUITIES FUND
730 Third Avenue, New York, NY 10017-3206
TIAA-CREF ANNOUNCES OPPOSITION
TO FORD MOTOR RECAPITALIZATION PROPOSAL
PROPOSAL SHOULD BE SUBMITTED TO SEPARATE VOTE OF COMMON SHAREHOLDERS
NEW YORK, NY, JULY 14, 2000 -- TIAA-CREF, a major institutional investor and
leader in corporate governance, today announced its intent to vote its 8.4
million shares of common stock against a recapitalization proposal made by the
management of Ford Motor Company. The issue will be voted on at a special
meeting of Ford shareholders on August 2. TIAA-CREF believes that aspects of the
Ford plan are contrary to good corporate governance, because they reduce voting
rights of holders of Ford common shares without any compensation. TIAA-CREF has
communicated its strong disagreement on this issue to senior Ford management and
to the company's board of directors.
"We are disappointed that the board of directors of Ford Motor has structured
the plan in a way that benefits Ford family interests, at the expense of public
shareholders," said Peter C. Clapman, TIAA-CREF senior vice president and chief
counsel, Investments. Mr. Clapman said that while TIAA-CREF has high regard for
the Ford Motor Company and its management team, "as a fiduciary for TIAA-CREF
participants, we cannot support the Ford recapitalization plan in its current
form."
The Ford family controls 40% of voting power through its ownership of Class B
shares. The company's dual class stock structure allows the family to maintain
this control with approximately 5.0% of the total equity in the company. Under
the proposed recapitalization plan, the minimal level of family ownership
required to maintain 40% voting power will be reduced to 3.6%, according to
TIAA-CREF's analysis.
Moreover, under the plan, Class B holders will have the right to exchange
current Class B shares for new Class B stock and a fraction of a share of the
new common stock. Family members intend to exercise this right, according to
Ford Motor. This will provide additional voting rights to the family, beyond its
40% voting share through Class B holdings. "If I, as a common shareholder,
behave exactly like the Ford family and take only additional shares," said Mr.
Clapman, "then my voting interest will rise along with my economic interest, but
to a much lesser extent than the Ford family's. The family's voting interest
rises 1.5 times as much as the increase in its economic interest, while my
voting interest rises only 0.6 times as much."
-more-
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"The issues facing members of the Ford family," said Mr. Clapman, "such as their
need for 'liquidity' to address estate planning considerations, are fully
understandable. These issues are similar to the estate planning concerns faced
by many of TIAA-CREF's plan participants. However, for common shareholders to
cede to Ford family members the right to sell off a substantial portion of their
shareholdings without a corresponding reduction in voting power, as normally
would occur, would be irresponsible, unless consciously done in exchange for
financial or other consideration to the shareholders who are adversely
affected."
Ford Motor is proceeding with the plan, without a separate vote of common
shareholders, even though the company's Certificate of Incorporation prohibits
stock dividends of common shares to Class B holders. Ford says the stock
distribution is not a stock dividend, but rather is a recapitalization pursuant
to a merger. (The merger is with a non-operating company called the "Ford Value
Corporation," formed to facilitate the capital restructuring.)
"If it looks like a stock dividend and smells like a stock dividend, it ought to
be considered a stock dividend," said Mr. Clapman. "At a minimum, the plan
should be submitted separately to holders of common shares for their approval."
A major intent of the Ford Motor plan is to distribute up to $10 billion of the
company's cash to shareholders. TIAA-CREF does not object to this goal itself,
but only to the structure of the plan to carry out the distribution.
TIAA-CREF, a leading, national financial services organization, owns 8.4 million
shares of Ford Motor common stock, with a market value of more than $350
million. In addition to being the premier pension system for education and
research employees, TIAA-CREF offers mutual funds, annuities, and trust services
to the general public. It manages a total of nearly $300 billion.
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For more information, contact Patrick Connor, TIAA-CREF Media Relations,
212-916-5769, email: [email protected]; or Jim Tolve, 212 916-5580, email:
[email protected]. Information on TIAA-CREF can also be found at
http://www.tiaa-cref.org/pressroom/. The organization's recently revised
Corporate Governance Policy Statement is available at
http://www.tiaa-cref.org/governance.
