Exhibit 4.E
CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE,
PARTICIPATING OR OTHER RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS THEREOF, OF
SERIES D PARTICIPATING STOCK
($1.00 Par Value)
of
FORD MOTOR COMPANY
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Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
________________________________________
FORD MOTOR COMPANY, a Delaware corporation (the "Corporation"), does hereby
certify that the following resolutions were duly adopted by a duly authorized
committee of the Board of Directors of the Corporation, by the unanimous written
consent of the directors of said committee of the Board of Directors as of May
31, 2000:
RESOLVED, that the issue of a series of Preferred Stock, $1.00 par value,
of the Corporation is hereby authorized and the designations, powers,
preferences and relative, participating or other rights, and the qualifications,
limitations or restrictions thereof, in addition to those set forth in the
Restated Certificate of Incorporation of the Corporation, are hereby fixed as
follows:
(1) Number of Shares and Designation. Three Hundred Thousand shares of the
Preferred Stock, $1.00 par value, of the Corporation are hereby constituted as a
series of the Preferred Stock designated as Series D Participating Stock (the
"Series D Stock").
(2) Definitions. For purposes of the Series D Stock, the following terms
shall have the meanings indicated:
"Board of Directors" shall mean the board of directors of the
Corporation or any committee authorized by such Board of Directors to
perform any of its responsibilities with respect to the Series D Stock.
"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.
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"Class B Stock" shall mean the Class B Stock of the Corporation, par
value $1.00 per share.
"Common Stock" shall mean the Common Stock of the Corporation, par
value $1.00 per share.
"Current Market Price" shall mean, as of a particular date, the
closing sale price at which Common Stock shall have been sold regular way
on the New York Stock Exchange.
"Issue Date" shall mean the first date on which shares of Series D
Stock are issued.
"Mandatory Conversion Date" shall mean June 14, 2000.
"Person" shall mean any individual, firm, partnership, Corporation or
other entity, and shall include any successor (by merger or otherwise) of
such entity.
"Transaction" shall have the meaning set forth in paragraph (c) of
Section (7) hereof.
"Transfer Agent" means First Chicago Trust Company of New York or such
other agent or agents of the Corporation as may be designated by the Board
of Directors of the Corporation as the transfer agent for the Series D
Stock.
(3) Dividends. The holders of shares of the Series D Stock shall be
entitled to receive dividends in an amount per share of Series D Stock equal to
1,000 times the per share amount of all cash and/or non-cash dividends or
distributions (other than a dividend payable in shares of Common Stock and Class
B Stock) declared by the Board of Directors to be paid on shares of Common Stock
and Class B Stock as and when such dividends are paid on the Common Stock and
Class B Stock; provided, however, that in the event of a non-cash dividend of
property on the Common Stock and Class B Stock, the Corporation may elect to pay
the dividend on each share of Series D Stock in cash in an amount equal to 1,000
times the value of the property (as determined by reference to a then-current
market price for such property, if available, otherwise as determined by the
Board of Directors) that is distributed on each share of Common Stock and Class
B Stock. Each such dividend shall be payable to the holders of record of shares
of Series D Stock, as they appear on the stock records of the Corporation at the
close of business on such record dates, not more than 60 days preceding the
payment dates thereof, as shall be fixed by the Board of Directors.
(4) Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of Common
Stock, Class B Stock or any other series or class or classes of stock of the
Corporation ranking junior to the Series D Stock as to distribution of assets
upon liquidation, dissolution or winding up, the holders of shares of Series D
Stock shall be entitled to receive an amount per share equal to 1,000 times the
Current Market Price of Common Stock on the Business Day immediately prior to
the date on which the liquidation, dissolution or winding up is first publicly
announced, plus an amount equal to
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all declared but unpaid dividends; but such holders shall not be entitled
to any further payment. If, upon any liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of shares of Series D Stock shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other shares of stock ranking, as to distribution of assets upon
liquidation, dissolution or winding up, on a parity with the Series D Stock,
then such assets, or the proceeds thereof, shall be distributed among the
holders of shares of Series D Stock and any such other stock ratably in
accordance with the respective amounts which would be payable on such shares of
Series D Stock and any such other stock if all amounts payable thereon were paid
in full. For the purposes of this Section (4), (i) a consolidation or merger of
the Corporation with one or more corporations, (ii) a sale or transfer of all or
substantially all of the Corporation's assets or (iii) a statutory share
exchange shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.
(b) Subject to the rights of the holders of shares of any series or class
or classes of stock ranking on a parity with or prior to Series D Stock as to
distribution of assets upon liquidation, dissolution or winding up, upon any
liquidation, dissolution or winding up of the Corporation, after payment shall
have been made in full to the holders of Series D Stock, as provided in this
Section (4), any other series or class or classes of stock ranking junior to
Series D Stock as to distribution of assets upon liquidation, dissolution or
winding up shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, and the holders of Series D Stock shall not be entitled to share
therein.
(5) Shares to be Retired. All shares of Series D Stock purchased or
exchanged by the Corporation or converted shall be retired and canceled and
shall be restored to the status of authorized but unissued shares of preferred
stock, without designation as to series.
(6) Adjustments to Series D Stock. (a) Whenever the Corporation shall after
the Issue Date (i) pay a dividend or make a distribution on its Common Stock in
shares of its Common Stock, (ii) subdivide its outstanding Common Stock into a
greater number of shares, (iii) combine its outstanding Common Stock into a
smaller number of shares or (iv) issue any shares of capital stock by
reclassification of its Common Stock, the Corporation shall also take similar
action at the same time with respect to the Series D Stock so that the holder of
any share of Series D Stock thereafter shall be entitled to receive an amount in
dividends per share of Series D Stock which such holder would have received or
have been entitled to receive after the happening of any of the events described
above had such share been converted into Common Stock immediately prior to the
happening of such event or the record date therefor, whichever is earlier.
(b) In case the Corporation shall take any other action affecting the
Common Stock (including, without limitation, (i) issuing rights or warrants to
holders of Common Stock entitling them to subscribe for or purchase Common Stock
at a price per share less than the Current Market Price per share of Common
Stock, (ii) issuing securities exchangeable or convertible into shares of Common
Stock at a price per share less than the Current Market Price per share of
Common Stock, or (iii) effecting a pro rata repurchase of Common Stock pursuant
to an offer subject to Section 13(d) of the Securities Exchange Act of 1934, as
amended, or pursuant to any other offer available to substantially all holders
of
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Common Stock, other than such purchases made in open market transactions),
which in the opinion of the Board of Directors would adversely affect the
dividend or other rights of the holders of the shares of Series D Stock, action
affecting the Series D Stock shall be taken, to the extent permitted by law, in
such manner, if any, and at such time, as the Board of Directors determines to
be equitable in the circumstances to mitigate such adverse effect.
(7) Conversion. (a) Subject to and upon compliance with the provisions of
this Section (7), a holder of shares of Series D Stock shall have the right, at
his or her option, at any time prior to the Mandatory Conversion Date, to
convert each share of Series D Stock into 1,000 fully paid and nonassessable
shares of Common Stock (any such conversion being hereinafter referred to as a
"voluntary conversion"). On the Mandatory Conversion Date, each share of Series
D Stock then outstanding shall automatically convert into 1,000 fully paid and
nonassessable shares of Common Stock (such conversion being hereinafter referred
to as a "mandatory conversion").
(b) In order to exercise the voluntary conversion right, the holder of each
share of Series D Stock to be converted shall surrender the certificate
representing such share, duly endorsed or assigned to the Corporation or in
blank, at the office of the Transfer Agent in the Borough of Manhattan, City of
New York, accompanied by written notice to the Corporation that the holder
thereof elects to convert Series D Stock or a specified portion thereof. Unless
the shares issuable on voluntary conversion are to be issued in the same name as
the name in which such share of Series D Stock is registered, each share
surrendered for voluntary conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by the holder
or such holder's duly authorized attorney and an amount sufficient to pay any
transfer or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid).
Each voluntary conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates
representing shares of Series D Stock shall have been surrendered and such
notice received by the Corporation as aforesaid, and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby at such time on such
date, unless the stock transfer books of the Corporation shall be closed on that
date, in which event such person or persons shall be deemed to have become such
holder or holders of record at the close of business on the next succeeding day
on which such stock transfer books are open.
Each mandatory conversion shall be deemed to have been automatically
effected immediately prior to the close of business on the Mandatory Conversion
Date, without any action on the part of the Corporation or the holder of Series
D Stock subject to mandatory conversion. On and after the Mandatory Conversion
Date, each certificate representing shares of Series D Stock shall be deemed to
represent 1,000 shares of Common Stock for every share of Series D Stock
represented by such certificate and the person or persons in whose name or names
such certificate is registered shall be deemed to be, and shall be treated as
and entitled to all the rights of, a holder or holders of said number of shares
of
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Common Stock. On and after the Mandatory Conversion Date, each Series D
Stock certificate shall be surrendered to the Corporation, whereupon the
Corporation shall issue a certificate or certificates representing in the
aggregate 1,000 shares of Common Stock for each share of Series D Stock
represented by the certificate so surrendered; provided, however, that failure
to so surrender such Series D Stock certificate shall not affect the status of
the holder or holders thereof, on and after the Mandatory Conversion Date, as a
holder or holders of 1,000 shares of Common Stock for every share of Series D
Stock represented by such certificate as provided aforesaid.
Holders of shares of Series D Stock at the close of business on a dividend
payment record date shall be entitled to receive the dividend payable on such
shares on the corresponding dividend payment date notwithstanding the conversion
thereof, whether voluntary or mandatory, following such dividend payment record
date and prior to such dividend payment date.
As promptly as practicable after the surrender of certificates representing
shares of Series D Stock as aforesaid, the Corporation shall issue and shall
deliver at such office to such holder, or on his or her written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such shares, whether voluntary or mandatory, in
accordance with the provisions of this Section (7).
All shares of Common Stock delivered upon conversions of the Series D
Stock, whether voluntary or mandatory, will upon delivery be duly and validly
issued and fully paid and nonassessable.
(c) In case the Corporation shall be a party to any transaction (including
without limitation a merger, consolidation, sale of all or substantially all of
the Corporation's assets or recapitalization of the Common Stock and excluding
any transaction as to which paragraph (a) of Section (6) applies) (each of the
foregoing being referred to as a "Transaction"), in each case as a result of
which shares of Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination thereof), each
share of Series D Stock which is not converted into the right to receive stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares of stock and other
securities and property receivable (including cash) upon the consummation of
such Transaction by a holder of 1,000 shares of Common Stock. The Corporation
shall not be a party to any Transaction unless the terms of such Transaction are
consistent with the provisions of this paragraph (c) and it shall not consent or
agree to the occurrence of any Transaction until the Corporation has entered
into an agreement with the successor or purchasing entity, as the case may be,
for the benefit of the holders of the Series D Stock which will contain
provisions enabling the holders of the Series D Stock which remains outstanding
after such Transaction to convert each share of Series D Stock into the
consideration received by holders of 1,000 shares of Common Stock in connection
with the Transaction. The provisions of this paragraph (c) shall similarly apply
to successive Transactions.
(d) The Corporation covenants that it will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common Stock held in
its treasury, or both, for the
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purpose of effecting conversion of the Series D Stock, the full number of
shares of Common Stock deliverable upon the conversion of all outstanding shares
of Series D Stock not theretofore converted. For purposes of this paragraph (d),
the number of shares of Common Stock which shall be deliverable upon the
conversion of all outstanding shares of Series D Stock shall be computed as if
at the time of computation all such outstanding shares were held by a single
holder.
The Corporation shall, to the extent necessary, use its best efforts to
list the shares of Common Stock required to be delivered upon conversion of the
Series D Stock prior to such delivery upon the New York Stock Exchange.
Prior to the delivery of any securities which the Corporation shall be
obligated to deliver upon conversion of the Series D Stock, the Corporation
shall use its best efforts to comply with all federal and state laws and
regulations thereunder requiring the registration of such securities with, or
any approval of or consent to the delivery thereof by, any governmental
authority.
(e) The Corporation shall pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery or deemed
issuance of shares of Common Stock on conversion, whether voluntary or
mandatory, of the Series D Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issue or delivery of shares of Common Stock in a
name other than that of the holder of the Series D Stock to be converted and no
such issue or delivery shall be made unless and until the person requesting such
issue or delivery has paid to the Corporation the amount of any such tax or has
established, to the reasonable satisfaction of the Corporation, that such tax
has been paid.
(8) Ranking. Any class or classes of stock of the Corporation shall be
deemed to rank:
(i) prior to the Series D Stock, as to dividends or as to distribution of
assets upon liquidation, dissolution or winding up, if the holders of
such class shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of Series D Stock;
(ii) on a parity with the Series D Stock, as to distribution of assets upon
liquidation, dissolution or winding up, whether or not the liquidation
prices per share thereof be different from those of the Series D
Stock, if the holders of such class of stock and the Series D Stock
shall be entitled to the receipt of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
proportion to their respective amounts of liquidation prices, without
preference or priority one over the other;
(iii)on a parity with the Series D Stock, as to dividends, if such stock
shall be Common Stock or Class B Stock or any other class of stock the
holders of which shall be entitled to the receipt of dividends only as
and when dividends are paid
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on Common Stock and Class B Stock; and
(iv) junior to the Series D Stock, as to the distribution of assets upon
liquidation, dissolution or winding up, if such stock shall be Common
Stock or Class B Stock or if the holders of Series D Stock shall be
entitled to receipt of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or
priority to the holders of shares of such stock.
(9) Voting. Each share of Series D Stock shall be entitled to 1,000 votes
per share. The shares of Series D Stock shall vote together as a single class
with all shares of Common Stock and Class B Stock. In addition, so long as any
shares of the Series D Stock remain outstanding, the consent of the holders of
at least two-thirds of the shares of Series D Stock outstanding at the time
given in person or by proxy, either in writing or at any special or annual
meeting, shall be necessary to permit, effect or validate any one or more of the
following:
(i) The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock ranking prior to
Series D Stock as to the distribution of assets upon liquidation, dissolution or
winding up, or
(ii) The amendment, alteration or repeal, whether by merger, consolidation
or otherwise, of any of the provisions of the Restated Certificate of
Incorporation of the Corporation which would materially and adversely affect any
right, preference or voting power of Series D Stock or of the holders thereof;
provided, however, that any increase in the amount of authorized preferred stock
or the creation and issuance of other series of preferred stock, or any increase
in the amount of authorized shares of such series or of any other series of
preferred stock, in each case ranking on a parity with or junior to the Series D
Stock with respect to the distribution of assets upon liquidation, dissolution
or winding up, shall not be deemed to materially and adversely affect such
rights, preferences or voting powers.
(10) Record Holders. The Corporation and the Transfer Agent may deem and
treat the record holder of any shares of Series D Stock as the true and lawful
owner thereof for all purposes, and neither the Corporation nor the Transfer
Agent shall be affected by any notice to the contrary.
IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this Certificate to be
signed by Malcolm S. Macdonald, its Vice President and Treasurer, as of the ___
day of June, 2000.
FORD MOTOR COMPANY
By:_________________________
Malcolm S. Macdonald
Vice President and Treasurer
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