SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report June 28, 2000
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(Date of earliest event reported)
FORD MOTOR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-3950 38-0549190
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(Commission File Number) (IRS Employer Identification No.)
One American Road, Dearborn, Michigan 48126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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Item 5. Other Events.
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Visteon Spin-Off
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On June 28, 2000, we distributed to our shareholders 130 million shares of
common stock of Visteon Corporation, which represented our 100% ownership
interest in Visteon, by means of a tax-free spin-off in the form of a dividend
on Ford common and Class B stock. Historically, Visteon's results of operations
and financial condition have been included in our financial statements as a
segment within the automotive sector.
As a result of the spin-off of Visteon, our consolidated balance sheet as of
December 31, 1999 and 1998, and our consolidated statements of income and cash
flows for the years ended December 31, 1999, 1998 and 1997, and related
footnotes, have been restated to reflect Visteon as a discontinued operation.
These restated financial statements, filed as Exhibit 99 to this report, are
incorporated by reference herein.
Value Enhancement Plan
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On August 7, 2000, we announced the final results of our recapitalization, known
as our Value Enhancement Plan ("VEP"). Under the VEP, Ford shareholders
exchanged each of their old Ford common or Class B shares for one new Ford
common or Class B share, as the case may be, plus either $20 in cash, 0.748175
additional new Ford common shares, or a combination of $5.17 in cash and 0.555
additional new Ford shares. As a result of the elections made by shareholders
under the VEP, the total number of new Ford common and Class B shares
outstanding was 1.893 billion.
For financial reporting purposes, under generally accepted accounting
principles, prior period outstanding shares, diluted shares, and earnings per
share ("EPS") amounts will not be adjusted. Third quarter diluted shares will be
calculated based on a weighted average of 1.222 billion diluted shares for the
period prior to the VEP and a weighted average of diluted shares for the period
subsequent to the VEP, estimated to be approximately 1.923 billion. Diluted
share amounts reflect actual outstanding shares adjusted for the effects of (i)
issuable and uncommitted employee stock ownership plan shares and (ii) the
dilutive effect of employee stock options.
The following tables show, on a pro forma basis, how the results of the VEP
would have adjusted prior period diluted share and EPS amounts had the VEP been
structured as a 1.748175-for-1 stock split followed by a $5.7 billion share
repurchase at a price per share of $26.7317. Such a stock split and share
repurchase would have had substantially the same economic effect as the results
of the VEP. The amounts in the tables are also adjusted to exclude (i) Visteon
earnings and, for the second quarter of 2000, the $2,252 million one-time,
non-cash charge resulting from the spin-off of Visteon on June 28, 2000 and (ii)
special or one-time charges that we believe are not representative of our
operating results on a continuing basis (e.g., second quarter 2000 after tax
charges of $1,019 million for asset impairment and restructuring costs related
to our Ford brand operations in Europe).
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<TABLE>
<CAPTION>
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
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2000
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<S> <C> <C> <C> <C> <C>
Reported Net Income (Mils.) $ 2,079 $ (577)
Avg. Number of Diluted Shares of
Common & Class B Stock (Mils.)
- Pre VEP 1,222 1,222
- Post VEP 2,136 2,136 1,994 *
Diluted EPS
Pre-VEP Reported $ 1.70 $ (0.47)
Excluding Visteon 0.12 (1.71)
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Pre-VEP (Excluding Visteon) $ 1.58 $ 1.24
Excluding One-Time Factors** 0 (0.83)
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Pre-VEP Adjusted Diluted EPS $ 1.58 $ 2.07
Pro forma Adjusted Diluted EPS $ 0.90 $ 1.18
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
------- ------- ------- ------- ---------
1999
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Reported Net Income (Mils.) $ 1,979 $ 2,338 $ 1,114 $ 1,806 $ 7,237
Avg. Number of Diluted Shares of
Common & Class B Stock (Mils.)
- Pre VEP 1,237 1,237 1,231 1,229 1,233
- Post VEP 2,162 2,162 2,152 2,149 2,155
Diluted EPS
Pre-VEP Reported $ 1.60 $ 1.89 $ 0.90 $ 1.47 $ 5.86
Excluding Visteon 0.17 0.23 0.13 0.08 0.60
Pre-VEP (Excluding Visteon) $ 1.43 $ 1.66 $ 0.77 $ 1.39 $ 5.26
Excluding One-Time Factors*** 0.14 (0.11) (0.18) (0.06) (0.23)
------- ------- ------- -------- -------
Pre-VEP Adjusted Diluted EPS $ 1.29 $ 1.77 $ 0.95 $ 1.45 $ 5.49
Pro forma Adjusted Diluted EPS $ 0.74 $ 1.01 $ 0.54 $ 0.83 $ 3.14
- - - - -
</TABLE>
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* Estimated average number of diluted shares outstanding for the third
quarter of 2000 assuming one month of 2,136 million diluted shares and two
months of 1,923 million diluted shares.
** For detailed information on these one-time factors, see our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
*** For detailed information on these one-time factors, see our Annual Report
on Form 10-K for the year ended December 31, 1999, Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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<TABLE>
<CAPTION>
EXHIBITS
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Designation Description Method of Filing
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<S> <C> <C>
Exhibit 5 Opinion of John M. Rintamaki,
Group Vice President and Chief of
Staff, General Counsel and Secretary
as to the legality of certain debt securities Filed with this Report
Exhibit 23 Consent of PricewaterhouseCoopers Filed with this Report
Exhibit 99 Restated Financial Statements Filed with this Report
</TABLE>
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR COMPANY
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(Registrant)
Date: September 18, 2000 By: /s/Kathryn S. Lamping
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Kathryn S. Lamping
Assistant Secretary
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EXHIBIT INDEX
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Designation Description
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Exhibit 5 Opinion of John M. Rintamaki,
Group Vice President and Chief of
Staff, General Counsel and Secretary,
as to the legality of certain debt securities
Exhibit 23 Consent of PricewaterhouseCoopers
Exhibit 99 Restated Financial Statements
