<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FORD HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-2890269
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
J. M. RINTAMAKI, ESQ.
FORD HOLDINGS, INC.
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. /X/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / /
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(A) PRICE(A) FEE(B)
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Series D Cumulative Preferred Stock,
par value $1.00 per share......... 75 shares $100,000 $7,500,000 $2,586.23
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Depositary Shares................... 300,000 shares(c) -- -- --
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</TABLE>
(a) Estimated solely for the purpose of determining the amount of the
registration fee.
(b) Pursuant to Rule 457(a) of the Securities Act of 1933, as amended, the
amount of the registration fee is the product of 1/29th of 1% and the
proposed maximum aggregate offering price of the Preferred Stock.
(c) Each Depositary Share will represent 1/4,000 of a share of Series D
Cumulative Preferred Stock and will be evidenced by a Depositary Receipt
issued pursuant to a Deposit Agreement.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PROSPECTUS
(LOGO)
FORD HOLDINGS, INC.
SERIES D
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
------------------------
The Series D Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of Ford Holdings, Inc. (the "Company") provides holders of record of the
Company's Series D Cumulative Preferred Stock, par value $1.00 per share (the
"Series D Preferred Stock"), and holders of record of Depositary Shares (the
"Depositary Shares"), each representing ownership of 1/4,000 of a share of
Series D Preferred Stock (each a "Stockholder"), with a simple and convenient
way to purchase additional Depositary Shares.
This Prospectus relates to an aggregate 300,000 Depositary Shares
representing an aggregate 75 shares of Series D Preferred Stock.
Under the Plan, a Stockholder may elect to purchase Depositary Shares by (i)
reinvesting the cash dividends paid on all or a designated number (which, if a
fraction, must be in integral multiples of 1/4,000) of the Stockholder's shares
of Series D Preferred Stock or cash dividends distributed with respect to all or
a designated whole number of the Stockholder's Depositary Shares, as the case
may be, and/or (ii) making cash payments from time to time for purchase on any
dividend payment date (as defined below), subject to certain limitations. See
"Description of the Plan -- 3. Participation".
At the direction of the Company, Depositary Shares will be purchased
directly from the Company or in open market transactions. If purchases of
Depositary Shares are made directly from the Company, the price per Depositary
Share will be the average of the daily high and low sales prices of the
Depositary Shares traded on the New York Stock Exchange, as reported in The Wall
Street Journal for New York Stock Exchange Composite Transactions, for the
period of ten trading days immediately prior to the dividend payment date. If
purchases of Depositary Shares are made in open market transactions, the price
per Depositary Share will be the average cost of all Depositary Shares so
purchased on the relevant dividend payment date, plus any related brokerage fees
or commissions. See "Description of the Plan -- 4. Purchases and Purchase
Price". It is expected that most Depositary Shares purchased under the Plan will
be purchased directly from the Company.
The Depositary Shares, including the shares offered hereby, will be listed
on the New York Stock Exchange under the symbol FHI.PRD. It is suggested that
this Prospectus be retained for further reference.
The proportionate liquidation preference of each Depositary Share is $25.
Dividends on the Series D Preferred Stock will be cumulative from the date of
original issue and will be payable quarterly, when, as and if declared by the
Board of Directors of the Company, on the first business day of March, June,
September and December of each year (each a "dividend payment date"), in an
amount equivalent to $2.025 per annum per Depositary Share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November , 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison St., 14th Floor, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such reports and other information also are available
for inspection at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted pursuant to the
rules and regulations of the Commission. The information so omitted may be
obtained from the Commission's principal office in Washington, D.C. upon payment
of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1993 (the
"1993 10-K Report"), the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994 (the "1994
10-Q Reports") and the Company's Current Report on Form 8-K dated August 3, 1994
filed pursuant to Section 13 of the Exchange Act. The Company also hereby
incorporates by reference in this Prospectus the descriptions of the Series D
Preferred Stock and the Depositary Shares set forth in the prospectus dated
August 3, 1994, as supplemented by a prospectus supplement dated August 3, 1994,
filed with the Commission on August 4, 1994 pursuant to Rule 424(b)(5) under the
Securities Act (such prospectus and prospectus supplement relating to the
Company's Registration Statement on Form S-3, File No. 33-63116).
In addition, all reports filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of securities offered by this Prospectus shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company undertakes to provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, on the written or
oral request of any such person, a copy of any and all of the foregoing
documents incorporated herein by reference (other than exhibits to such
documents). Written or telephonic requests should be directed to Ford Holdings,
Inc., The American Road, Dearborn, Michigan 48121, Attention: Assistant
Treasurer (Telephone 313-322-3000).
-------------------------
THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
-------------------------
The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus: Autolatina-Comercio,
Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint
venture between Ford Motor Company ("Ford") and Volkswagen AG in which Ford has
a 49% ownership interest. Autolatina occasionally sells vehicles to persons
located in Cuba. Each such sale is made pursuant to a specific license granted
to Ford by the U.S. Department of Treasury. The last such sale, which involved
one medical supply vehicle, was made to Cubanacan in April 1991. Current
information concerning Autolatina's or its Ford-related affiliates' business
dealings with the government of Cuba or with persons located in Cuba may be
obtained from the State of Florida Department of Banking and Finance at The
Capitol Building, Suite 1401, Tallahassee, Florida 32399-0350 (telephone number
904-488-0545).
2
<PAGE> 4
THE COMPANY
The Company was incorporated in Delaware in September 1989 for the
principal purpose of acquiring, owning and managing certain assets of Ford Motor
Company ("Ford"). The Company's primary activities consist of consumer and
commercial financing operations, insurance underwriting and equipment leasing.
These activities are conducted through its wholly owned subsidiaries, Associates
First Capital Corporation and its subsidiaries, The American Road Insurance
Company and its subsidiaries ("American Road"), USL Capital Corporation and its
subsidiaries, Ford Motor Land Development Corporation and its subsidiaries
("Ford Land") and Ford Leasing Development Company and its subsidiaries ("Ford
Leasing"). As a holding company, the Company has no employees of its own and
American Road, Ford Land and Ford Leasing have no employees of their own; their
operations are conducted by employees of Ford, Ford Motor Credit Company, a
wholly owned subsidiary of Ford ("Ford Credit"), and other Ford subsidiaries
pursuant to management service agreements. See Item 13, "Certain Relationships
and Related Transactions" of the 1993 10-K Report and Note 16 of the Notes to
Financial Statements included in the 1993 10-K Report.
All the outstanding Common Stock of the Company, representing 75% of the
combined voting power of all classes of capital stock of the Company, is owned
by Ford and Ford Credit. The balance of the capital stock, consisting of shares
of preferred stock (including outstanding shares of Series D Preferred Stock),
accounts for the remaining 25% of the total voting power; none of such shares of
preferred stock is held, directly or indirectly, by Ford or Ford Credit.
The Company intends to pay dividends on the Series D Preferred Stock
primarily from cash dividends received from its subsidiaries. The ability of the
subsidiaries to pay dividends to the Company is dependent upon the subsidiaries'
profitability, regulatory requirements, and other factors, and is subject to
restrictive covenants in their debt instruments. Such restrictions include a
limitation on the payment of cash dividends by Associates Corporation of North
America, the principal subsidiary of Associates First Capital Corporation, on
its common stock in any year to not more than 50% of consolidated net earnings
for such year, subject to certain exceptions, plus increases in contributed
capital and extraordinary gains. In addition, insurance regulatory requirements
of the State of Michigan restrict payment of dividends by American Road. See
Note 14 of the Notes to Financial Statements included in the 1993 10-K Report.
The principal executive office of the Company is located at The American
Road, Dearborn, Michigan 48121, and its telephone number is (313) 322-3000.
3
<PAGE> 5
USE OF PROCEEDS
The Company does not know either the number of Depositary Shares that
ultimately will be purchased directly from the Company under the Plan or the
prices at which such shares will be sold. The Company intends to add any
proceeds it receives from sales of Depositary Shares to its general funds to be
available for general corporate purposes of the Company and its subsidiaries.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The ratio of "earnings" to "combined fixed charges and preferred stock
dividends" for the Company and its subsidiaries was as follows for each of the
periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30 YEARS ENDED DECEMBER 31
- -------------- --------------------------------------------
1994 1993 1993 1992 1991 1990 1989
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
1.4 1.4 1.4 1.3 1.3 1.2 1.6
</TABLE>
For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends, "earnings" include earnings before income taxes
and cumulative effects of changes in accounting principles, plus adjusted fixed
charges. "Combined fixed charges and preferred stock dividends" consist of
interest on borrowed funds, amortization of debt discount, premium, and issuance
expense, one third of all rental expense (the portion deemed representative of
the interest factor) and dividends paid on preferred stock. Preferred stock
dividend requirements have been increased to an amount representing the pre-tax
earnings which would be required to cover such dividends based on the effective
income tax rates for the respective periods.
DESCRIPTION OF THE PLAN
1. ADMINISTRATION
The Plan is administered for the participants by the Company and Chemical
Bank, as agent for the participants (the "Agent"). The Agent's address is:
Chemical Bank
Dividend Reinvestment Department
Ford Holdings, Inc. Series D Dividend Reinvestment and Stock
Purchase Plan
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Telephone No. 1-800-442-4295 or (212) 613-7427
Chemical Bank also acts as transfer agent and registrar for the Company's
Series D Preferred Stock and as depositary and registrar for the Depositary
Shares.
2. ELIGIBILITY
In general, any Stockholder is eligible to participate in the Plan. If a
person owns shares of Series D Preferred Stock or Depositary Shares which are
not registered in his or her name, for
4
<PAGE> 6
example registered in the name of a broker or bank nominee, the person must have
the shares transferred to his or her name in order to participate in the Plan or
make appropriate arrangements for the broker or nominee to participate in the
Plan on his or her behalf. In such an event, the Agent and the Company shall
treat such broker or nominee as the participant and the person whose shares are
held in the name of a broker or nominee shall have no rights as a participant
under the Plan. A person who chooses to leave his or her shares registered in
the name of a broker or nominee must verify the extent to which such broker or
nominee will provide all of the services and features of the Plan. Such person
must rely upon his or her broker or nominee for administering his or her
dividends and must correspond exclusively with the broker or nominee on all
matters regarding the Plan, including optional cash payments, account
statements, share withdrawal and termination of participation in the Plan. The
Agent will have no record of the participation in the Plan by any person whose
shares are held in the name of a broker or nominee.
3. PARTICIPATION
Under the Plan, a Stockholder may elect to purchase Depositary Shares by
(i) reinvesting the cash dividends paid on all or a designated number (which, if
a fraction, must be in integral multiples of 1/4,000) of the Stockholder's
shares of Series D Preferred Stock or the cash dividends distributed with
respect to all or a designated whole number of the Stockholder's Depositary
Shares, as the case may be, and/or (ii) making cash payments from time to time
for purchase on any dividend payment date, subject to the limitations described
herein.
A Stockholder may participate in the Plan at any time by completing and
signing an authorization form ("Authorization Form") and returning it to the
Agent at the address shown above. An Authorization Form may be obtained by
written request to the Agent.
For reinvested dividends, participation will begin with the next quarterly
dividend payment, as and when declared, after receipt of the Authorization Form
by the Agent, provided the Authorization Form is received prior to the record
date for that dividend. A participant may elect to reinvest the cash dividends
paid on all or a designated number of the participant's shares of Series D
Preferred Stock or Depositary Shares, as the case may be. If a participant
wishes only to make optional cash payments, the Authorization Form must be
received not less than ten days prior to a dividend payment date for investment
on that date. If the Agent receives an Authorization Form after such deadlines,
participation will begin on the next dividend payment date.
A participant desiring to make optional cash payments may do so by sending
the Agent a check or money order made payable to the Agent, for the amount he or
she wishes to invest, which may not be less than $25 or more than $12,000 with
respect to each quarterly optional cash purchase. No interest will be paid on
cash payments. An acknowledgment will be sent to a participant confirming the
receipt of each optional cash payment. Any cash payment received by the Agent
less than three business days prior to a dividend payment date will be returned
to the participant.
Participants who wish to change their elections under the Plan must
complete, sign and return to the Agent a new Authorization Form. The change will
take effect as of the next dividend record date after the new Authorization Form
is received by the Agent.
4. PURCHASES AND PURCHASE PRICE
At the direction of the Company, the Agent may purchase Depositary Shares
either from the Company or in open market transactions. If the Agent purchases
Depositary Shares from the
5
<PAGE> 7
Company, the price per Depositary Share to each participant will be the average
of the daily high and low sales prices of the Depositary Shares traded on the
New York Stock Exchange, as reported in The Wall Street Journal for New York
Stock Exchange Composite Transactions, for the period of ten trading days
immediately prior to the dividend payment date. If the Agent purchases
Depositary Shares in open market transactions, the price per Depositary Share to
each participant will be the average cost of all Depositary Shares so purchased
on the relevant dividend payment date, plus any related brokerage fees or
commissions.
The number of Depositary Shares purchased for the account of a participant
with respect to a dividend payment date will depend on the amount of a
participant's dividend or optional cash payment and the applicable purchase
price of the Depositary Shares. Each participant's account will be credited with
the number of Depositary Shares, including fractions rounded to four decimal
places, equal to the amount of his or her reinvested cash dividend or optional
cash payment divided by the applicable purchase price per Depositary Share.
5. DEPOSITARY RECEIPTS
In general, depositary share certificates representing Depositary Shares
("Depositary Receipts") purchased under the Plan will not be issued to
participants. Depositary Shares will be credited to each participant's account
as purchased. However, Depositary Receipts for any whole number of Depositary
Shares credited to a participant's account under the Plan will be issued, upon
the written request of the participant to the Agent, at a cost to the
participant of $5.00 per certificate. Any remaining whole Depositary Shares and
fractional Depositary Shares will continue to be credited to the participant's
account. Depositary Receipts for fractional Depositary Shares will not be
issued.
6. SAFEKEEPING PROGRAM
To protect against stock certificates or Depositary Receipts being lost,
misplaced or stolen, Plan participants may deposit certificates for Series D
Preferred Stock or Depositary Receipts, as the case may be, with the Agent for
credit to their Plan account. Participants who wish to avail themselves of the
safekeeping feature of the Plan must mail their stock certificates or Depositary
Receipts to Chemical Bank, Dividend Reinvestment Department, Ford Holdings, Inc.
Series D Dividend Reinvestment and Stock Purchase Plan, J.A.F. Building, P.O.
Box 3069, New York, New York 10116-3069. Certificates or Depositary Receipts
must be sent by registered mail, accompanied by a completed Authorization Form
specifying (i) that such stock certificates or Depositary Receipts are furnished
for safekeeping and (ii) dividends on all or a designated number (which if a
fraction must be in integral multiples of 1/4,000) of their shares of Series D
Preferred Stock or whole number of Depositary Shares, as the case may be, are to
be reinvested pursuant to the Plan. There is a charge of $3.00 for the
safekeeping feature of the Plan and a check payable to Chemical Bank in such
amount must be sent to the Agent with the participant's stock certificates or
Depositary Receipts.
7. STATEMENTS AND REPORTS
A Plan account will be maintained by the Agent for each participant. After
each dividend payment date, the Agent will send a statement to each participant
for whose account purchases were credited under the Plan on such date,
indicating the amount of dividends reinvested and optional cash payments
invested, the purchase price per Depositary Share (which will include any
6
<PAGE> 8
related brokerage fees or commissions), the number of Depositary Shares
purchased, the number of shares of Series D Preferred Stock or Depositary Shares
held in the participant's account and, if Depositary Shares were purchased from
the Company, the fair market value of Depositary Shares purchased under the
Plan. (The fair market value is the average of the high and low sales prices per
Depositary Share on the dividend payment date.) Participants should retain such
statements for income tax purposes.
Participants also will receive copies of all materials sent to Depositary
Receipt holders, including annual reports, meeting notices and proxy statements.
8. VOTING RIGHTS
The Agent will vote or abstain from voting Depositary Shares or shares of
Series D Preferred Stock credited to the participant's account under the Plan as
of the record date for a meeting or consent of stockholders in the same manner
as the participant votes or abstains from voting by proxy any other shares
registered in the participant's name, delivered to the Company, in the case of
Series D Preferred Stock, or by instruction to the Depositary, in the case of
Depositary Shares, or as the participant otherwise instructs the Company or the
Depositary, as applicable, in writing at least one business day before the
meeting at which such shares are to be voted. If the participant has no other
shares registered in his or her name, the Agent will vote all of the shares
credited to the participant's account under the Plan as of the record date as
instructed by the participant on a form to be furnished to the participant by
the Agent and returned to the Agent at least one business day before the meeting
at which they are to be voted. The Agent will refrain from voting shares for
which such proxy or such instructions are not received in accordance with this
paragraph.
9. STOCK DIVIDENDS AND SPLITS
Any Series D Preferred Stock or Depositary Shares distributed (whether as a
dividend in or as a result of a split of such shares or otherwise) with respect
to shares of Series D Preferred Stock or Depositary Shares held for the
participant by the Agent, will be credited to the participant's Plan account
and, as to shares of Series D Preferred Stock or Depositary Shares registered in
the name of the participant, will be mailed directly to the participant in the
usual manner.
10. ASSIGNABILITY
Depositary Shares or shares of Series D Preferred Stock held by the Agent
under the Plan may not be transferred or pledged unless the participant requests
that certificates or Depositary Receipts, as the case may be, for such shares be
issued to the participant at a cost to the participant of $5.00 per certificate
or Depositary Receipt. Such shares then will no longer participate in the Plan.
11. WITHDRAWAL FROM THE PLAN
A participant may withdraw from the Plan at any time by sending a written
notice of withdrawal to the Agent. If such notice is received by the Agent after
the record date for the payment of a dividend, the withdrawal will not be
effective until after the payment of such dividend. When a participant withdraws
from the Plan, or upon termination of the Plan by the Company, certificates for
any whole shares of Series D Preferred Stock and Depositary Receipts for any
fractional share (which is an integral multiple of 1/4,000) of any Series D
Preferred Stock or whole Depositary Shares credited to the participant's account
under the Plan will be issued to the participant and a
7
<PAGE> 9
cash payment made for any fractional Depositary Share, unless the participant
requests that all whole or fractional shares of Series D Preferred Stock or
whole Depositary Shares be sold. If a participant directs withdrawal from the
Plan, the participant will be charged an issuance fee of $5.00 per certificate
or Depositary Receipt.
If the participant requests that whole or fractional shares of Series D
Preferred Stock or whole Depositary Shares credited to his or her account be
sold by the Agent, the Agent will sell such shares as soon as practicable
following receipt of the request and will send the participant a check for the
net proceeds, after deducting any brokerage fees or commissions and transfer
taxes, and a transaction fee of $15.00 for each sale.
The Agent may combine full and fractional shares of Series D Preferred
Stock and whole Depositary Shares sold with those of other terminating
participants sold on the same day, in which case the net proceeds to each
participant will be based on the average sales prices of all such shares of
Series D Preferred Stock or Depositary Shares, as the case may be, sold on such
day.
There are no requirements for certification of a participant's request to
terminate participation or to authorize the Agent to sell a participant's shares
of Series D Preferred Stock or Depositary Shares, unless a legal transfer, such
as a transfer involving fiduciaries, is involved, in which event certification
requirements will vary depending upon governing state law.
Participants who withdraw from the Plan may re-enroll at any time by
sending to the Agent a completed and signed Authorization Form.
12. MODIFICATION OR TERMINATION
The Company may amend, modify, suspend or terminate the Plan, upon mailing
notice to each participant, but such action shall have no retroactive effect
that would prejudice the interests of the participants. Notice of any such
amendment, modification, suspension or termination will be sent to each
participant at the participant's last known address.
13. RESPONSIBILITY
The Company, and the Agent in administering the Plan, shall not be liable
for any act performed in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (a) arising out of failure
to terminate a participant's account upon such participant's death prior to the
Agent's actual receipt of a notice in writing of such death from a person
authorized to give such notice, (b) with respect to the prices at which
Depositary Shares are purchased for a participant's account and the times when
such purchases are made or (c) for the market value or any fluctuation in the
market value after purchase of Depositary Shares or sale of Depositary Shares or
shares of Series D Cumulative Preferred Stock for a participant's account.
14. GOVERNING LAW
The Plan and its operation shall be governed by and construed in accordance
with the laws of the State of New York.
8
<PAGE> 10
TAXATION
GENERAL
Owners of the Depositary Shares are treated for Federal income tax purposes
as if they were owners of the Series D Preferred Stock represented by such
Depositary Shares and, accordingly, must take into account for Federal income
tax purposes income and deductions to which they would be entitled if they were
holders of such Series D Preferred Stock.
INCOME TAX INFORMATION WITH RESPECT TO THE PLAN
Dividends that are reinvested under the Plan are subject to Federal and
other income taxes just as if they had been received in cash.
The tax basis in any Depositary Shares purchased under the Plan is the
price paid for the shares. In the case of Depositary Shares purchased by the
Agent on the open market, the purchase price will include a participant's
proportionate part of any related brokerage fees or commissions.
A participant in the Plan will not realize any taxable income when he or
she receives Depositary Receipts for whole Depositary Shares credited to his or
her account, either upon request for such Depositary Receipts or upon withdrawal
from or termination of the Plan. However, a participant will realize gain or
loss when whole Depositary Shares acquired under the Plan are sold or exchanged,
either by the Agent or by the participant upon or after withdrawal from or
termination of the Plan. A participant also will realize gain or loss upon
withdrawal from or termination of the Plan when he or she receives a cash
payment for a fractional Depositary Share credited to his or her account.
The amount of such gain or loss will be the difference between the amount
the participant receives upon the sale or exchange of his or her Depositary
Shares or fractional Depositary Shares and his or her basis in such shares. For
most participants, gain or loss will be capital gain or loss.
A participant's holding period for any Depositary Shares acquired pursuant
to the Plan will begin on the day following the acquisition of such Depositary
Shares for such participant's Plan account.
If a participant is subject to United States income tax withholding, the
amount of tax required to be withheld will reduce the amount applied to the
purchase of Depositary Shares under the Plan.
A participant should retain his or her statements to determine the tax
basis of Depositary Shares acquired under the Plan. For replacement statements
from the immediately preceding year, participants will be charged $5.00 per
statement. For replacement statements for prior years, participants will be
charged $20.00 per statement for each year.
LEGAL OPINIONS
The legality of the Series D Preferred Stock and Depositary Shares offered
hereby has been passed on for the Company by J. M. Rintamaki, Esq., Secretary of
the Company and Secretary and an Assistant General Counsel of Ford. Mr.
Rintamaki is a full-time employee of Ford and owns, and holds options to
purchase, shares of Common Stock of Ford and owns depositary shares, each
representing 1/1,000 of a share of Series A Cumulative Convertible Preferred
Stock of Ford.
9
<PAGE> 11
EXPERTS
The financial statements of the Company which are incorporated in this
Prospectus by reference to the 1993 10-K Report have been audited by Coopers &
Lybrand, independent certified public accountants, to the extent indicated in
their report therein, and have been so incorporated in reliance on the report,
which includes an explanatory paragraph indicating that the Company changed its
methods of accounting for income taxes and postretirement benefits other than
pensions in 1992, of that firm given on their authority as experts in accounting
and auditing.
With respect to the unaudited interim financial information of the Company
for the periods ending March 31, 1994, June 30, 1994 and September 30, 1994,
incorporated in this Prospectus by reference to the 1994 10-Q Reports, Coopers &
Lybrand L.L.P. have reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their reports included in the 1994 10-Q Reports state that they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited interim financial information
because such reports do not constitute "reports" or a "part" of the registration
statements prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law generally provides that
any person who was or is a defendant in a civil or criminal proceeding by reason
of the fact that he or she was or is a director, officer, employee, or agent of
a corporation may be indemnified by such corporation against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation, unless otherwise determined by the Delaware Court of Chancery or
other competent court. The Company's Certificate of Incorporation generally
provides that its directors, officers and employees shall be indemnified and
held harmless by the Company to the fullest extent authorized by the Delaware
General Corporation Law.
Pursuant to sales agency and underwriting agreements relating to offerings
of certain of its securities, certain sales agents and underwriters have agreed
to indemnify the Company, each officer and director of the Company and each
person, if any, who controls the registrant within the meaning of the Securities
Act of 1933, against certain liabilities, including liabilities under said Act.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
10
<PAGE> 12
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus and,
if given or made, such information or representations must not be relied upon as
having been authorized by the Company, the Agent or any other person. This
Prospectus does not constitute an offer of any securities other than those to
which it relates or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
------------------------
TABLE OF CONTENTS
Page
---
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 2
The Company.............................. 3
Use of Proceeds.......................... 4
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends.............................. 4
Description of the Plan.................. 4
Taxation................................. 9
Legal Opinions........................... 9
Experts.................................. 10
Indemnification.......................... 10
FORD HOLDINGS, INC.
SERIES D
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
(LOGO)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE> 13
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.... $ 2,586.23
Printing and engraving................................. 20,000.00
Accountants' fees...................................... --
Blue Sky fees and expenses............................. 5,000.00
Fee and Expenses of Depositary and Transfer Agent...... --
Dividend Reinvestment Agent Fees....................... 5,000.00
Stock Exchange listing fees............................ 20,000.00
Miscellaneous expenses................................. 5,000.00
-----------
Total........................................... $ 57,586.23
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides as follows:
145. Indemnification of officers, directors, employees and agents;
insurance--
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably
II-1
<PAGE> 14
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections (a) and (b)
of this Section. Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by
the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending a civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this Section.
(h) For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have had with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation
II-2
<PAGE> 15
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article Seventh of the Company's Certificate of Incorporation includes the
following provisions:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE
3.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 3.1 of Article SEVENTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
3.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 3.1. Any repeal or
modification of subsection 3.1 of this Article SEVENTH by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification.
3.3. INDEMNIFICATION AND INSURANCE.
3.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including penalties, fines,
judgments, attorneys' fees, amounts paid or to be paid in settlement and excise
taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director,
II-3
<PAGE> 16
officer or employee and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that the corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person (other than pursuant to
subsection 3.3b of this Article SEVENTH) only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The right
to indemnification conferred in this subsection 3.3a of Article SEVENTH shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this subsection 3.3a
of Article SEVENTH or otherwise.
3.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is
obligated to pay under subsection 3.3a of this Article SEVENTH is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
3.3C. MISCELLANEOUS. The provisions of this Section 3.3 of Article SEVENTH
shall cover claims, actions, suits or proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If any
part of this Section 3.3 of Article SEVENTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
3.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 3.3 of Article SEVENTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-law,
agreement, vote of stockholders or disinterested directors or otherwise.
3.3E. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
3.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to
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<PAGE> 17
be paid by the corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any agent of the corporation to the fullest
extent of the provisions of this Section 3.3 of Article SEVENTH with respect to
the indemnification and advancement of expenses of directors, officers and
employees of the corporation.
Pursuant to sales agency and underwriting agreements relating to offerings
of certain of its securities, certain sales agents and underwriters have agreed
to indemnify the Company, each officer and director of the Company and each
person, if any, who controls the Company within the meaning of the Securities
Act of 1933, against certain liabilities, including liabilities under said Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------
<S> <C>
4.1(a) Certificate of Incorporation of the Company
4.2(b) By-Laws of the Company, as amended through May 22, 1992
4.3(c) Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange)
4.4(d) Certificate of Amendment to Certificate of Designations of Flexible Rate Auction
Preferred Stock (Exchange) filed December 27, 1991
4.5(e) Certificate of Amendment to Certificate of Designations of Flexible Rate Auction
Preferred Stock (Exchange) filed June 1, 1992
4.6(f) Certificate of Designations of the Series A Cumulative Preferred Stock
4.7(g) Deposit Agreement dated as of June 4, 1992 (including form of Depositary
Receipt) relating to the Series A Cumulative Preferred Stock
4.8(h) Certificate of Designations of the Series B Cumulative Preferred Stock
4.9(i) Deposit Agreement dated as of January 26, 1993 (including form of Depositary
Receipt) relating to the Series B Cumulative Preferred Stock
4.10(j) Form of Certificate of Designations of the Series C Cumulative Preferred Stock
4.11(k) Deposit Agreement dated as of August 30, 1993 (including form of Depositary
Receipt) relating to the Series C Cumulative Preferred Stock
4.12(l) Certificate of Designations of the Series D Cumulative Preferred Stock
4.13(m) Deposit Agreement dated as of August 10, 1994 (including form of Depositary
Receipt) relating to the Series D Cumulative Preferred Stock
4.14(n) Form of Series D Cumulative Preferred Stock Certificate
5 Opinion of J. M. Rintamaki, Secretary of the Company and Secretary and an
Assistant General Counsel of Ford, as to the legality of the securities
offered hereby
12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends
15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial
information
23.1 Consent of J. M. Rintamaki (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 Stockholder Authorization Form
</TABLE>
- -------------------------
(a) Incorporated herein by reference to Exhibit 3-A of the Company's Annual
Report on Form 10-K for the year ended December 31, 1989, File No. 0-18263.
II-5
<PAGE> 18
(b) Incorporated herein by reference to Exhibit 3-C of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(c) Incorporated herein by reference to Exhibit 4-A-1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1990, File No. 0-18263.
(d) Incorporated herein by reference to Exhibit 4-A-2 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1991, File No. 0-18263.
(e) Incorporated herein by reference to Exhibit 4-A-4 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(f) Incorporated herein by reference to Exhibit 4-A-5 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(g) Incorporated herein by reference to Exhibit 4-C-1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(h) Incorporated herein by reference to Exhibit 4-A-6 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(i) Incorporated herein by reference to Exhibit 1-B of the Company's Current
Report on Form 8-K dated January 19, 1993, File No. 0-18263.
(j) Incorporated herein by reference to Exhibit 2.7 of the Company's
Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263.
(k) Incorporated herein by reference to Exhibit 2.8 of the Company's
Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263.
(l) Incorporated herein by reference to Exhibit 4.1 of the Company's Current
Report on Form 8-K dated August 3, 1994, File No. 0-18263.
(m) Incorporated herein by reference to Exhibit 4.3 of the Company's Current
Report on Form 8-K dated August 3, 1994, File No. 0-18263.
(n) Incorporated herein by reference to Exhibit 1 of the Company's Registration
Statement on Form 8-A dated August 3, 1994, File No. 0-18263.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the
II-6
<PAGE> 19
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-7
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Holdings, Inc., certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dearborn, Michigan, on the 4th day of November, 1994.
FORD HOLDINGS, INC.
By: J. M. DEVINE*
-------------------------------
(J. M. Devine)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------- ------------------------ -------------------
<S> <C> <C>
Chairman of the
Board of Directors and
Chief Executive Officer
and Director (principal
J. M. DEVINE* executive officer)
........................................
(J. M. DEVINE)
Vice President and
Assistant Treasurer
E. S. ACTON* and Director
........................................
(E. S. ACTON)
Vice President and
W. F. BLOOD* Director
........................................
(W. F. BLOOD)
Vice President--
Treasurer and Director
(principal financial
M. S. MACDONALD* officer)
........................................
(M. S. MACDONALD)
Vice President--
Controller (principal
T. F. MARRS* accounting officer) November 4, 1994
........................................
(T. F. MARRS)
Vice President and
D. N. MCCAMMON* Director
........................................
(D. N. MCCAMMON)
D. E. RICHARDSON* Director
........................................
(D. E. RICHARDSON)
H. JAMES TOFFEY* Director
........................................
(H. JAMES TOFFEY)
K. WHIPPLE* President and Director
........................................
(K. WHIPPLE)
*By: /s/ P. J. SHERRY, JR.
........................................
(P. J. SHERRY, JR.,
ATTORNEY-IN-FACT)
</TABLE>
II-8
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------ ------------
<S> <C> <C>
4.1(a) Certificate of Incorporation of the Company
4.2(b) By-Laws of the Company, as amended through May 22, 1992
4.3(c) Certificate of Designations of Flexible Rate Auction Preferred
Stock (Exchange)
4.4(d) Certificate of Amendment to Certificate of Designations of
Flexible Rate Auction Preferred Stock (Exchange) filed December
27, 1991
4.5(e) Certificate of Amendment to Certificate of Designations of
Flexible Rate Auction Preferred Stock (Exchange) filed June 1,
1992
4.6(f) Certificate of Designations of the Series A Cumulative Preferred
Stock
4.7(g) Deposit Agreement dated as of June 4, 1992 (including form of
Depositary Receipt) relating to the Series A Cumulative
Preferred Stock
4.8(h) Certificate of Designations of the Series B Cumulative Preferred
Stock
4.9(i) Deposit Agreement dated as of January 26, 1993 (including form of
Depositary Receipt) relating to the Series B Cumulative
Preferred Stock
4.10(j) Form of Certificate of Designations of the Series C Cumulative
Preferred Stock
4.11(k) Deposit Agreement dated as of August 30, 1993 (including form of
Depositary Receipt) relating to the Series C Cumulative
Preferred Stock
4.12(l) Certificate of Designations of the Series D Cumulative Preferred
Stock
4.13(m) Deposit Agreement dated as of August 10, 1994 (including form of
Depositary Receipt) relating to the Series D Cumulative
Preferred Stock
4.14(n) Form of Series D Cumulative Preferred Stock Certificate
5 Opinion of J. M. Rintamaki, Secretary of the Company and Secretary
and an Assistant General Counsel of Ford, as to the legality of
the securities offered hereby
12 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim
financial information
23.1 Consent of J. M. Rintamaki (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 Stockholder Authorization Form
</TABLE>
- -------------------------
(a) Incorporated herein by reference to Exhibit 3-A of the Company's Annual
Report on Form 10-K for the year ended December 31, 1989, File No. 0-18263.
(b) Incorporated herein by reference to Exhibit 3-C of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(c) Incorporated herein by reference to Exhibit 4-A-1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1990, File No. 0-18263.
(d) Incorporated herein by reference to Exhibit 4-A-2 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1991, File No. 0-18263.
<PAGE> 22
(e) Incorporated herein by reference to Exhibit 4-A-4 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(f) Incorporated herein by reference to Exhibit 4-A-5 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(g) Incorporated herein by reference to Exhibit 4-C-1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(h) Incorporated herein by reference to Exhibit 4-A-6 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(i) Incorporated herein by reference to Exhibit 1-B of the Company's Current
Report on Form 8-K dated January 19, 1993, File No. 0-18263.
(j) Incorporated herein by reference to Exhibit 2.7 of the Company's
Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263.
(k) Incorporated herein by reference to Exhibit 2.8 of the Company's
Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263.
(l) Incorporated herein by reference to Exhibit 4.1 of the Company's Current
Report on Form 8-K dated August 3, 1994, File No. 0-18263.
(m) Incorporated herein by reference to Exhibit 4.3 of the Company's Current
Report on Form 8-K dated August 3, 1994, File No. 0-18263.
(n) Incorporated herein by reference to Exhibit 1 of the Company's Registration
Statement on Form 8-A dated August 3, 1994, File No. 0-18263.
<PAGE> 1
EXHIBIT 5
[LETTERHEAD]
November 4, 1994
Ford Holdings, Inc.
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-3 (the
"Registration Statement"), being filed by Ford Holdings, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act"),
with respect to the proposed sale by the Company of (i) up to 75 shares of its
preferred stock, designated as Series D Cumulative Preferred Stock (the
"Preferred Stock") and (ii) up to 300,000 depositary shares, each representing
1/4,000 of a share of the Preferred Stock (the "Depositary Shares") to be
evidenced by depositary receipts relating to the Depositary Shares (the
"Depositary Receipts") issued pursuant to a Deposit Agreement dated as of
August 10, 1994 among the Company, Chemical Bank, as depositary (the
"Depositary"), and the holders from time to time of the Depositary Receipts
(the "Deposit Agreement").
As Secretary of the Company and Secretary and an Assistant General
Counsel of Ford Motor Company, I am familiar with the Registration Statement
and with the Certificate of Incorporation, the By-Laws and the affairs of the
Company. In connection with the Registration Statement, I have examined, or
caused to be examined, (i) the Certificate of Designations relating to the
Preferred Stock, (ii) the Deposit Agreement, and (iii) a copy of the
Registration Statement. I also have examined, or caused to be examined, such
other documents and instruments and have made, or caused to be made, such
further investigation as I have deemed necessary in connection with this
opinion.
Based upon the foregoing, it is my opinion that:
<PAGE> 2
- 2 -
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
2. When (a) the registration requirements of the Act and such state Blue
Sky or securities laws as may be applicable have been complied with, (b) the
Preferred Stock and the Depositary Shares have been duly issued and sold in the
manner contemplated by the Registration Statement, and (c) with respect to the
Depositary Shares only, the Depositary has duly executed the Depositary
Receipts in accordance with the terms of the Deposit Agreement (the Company
having deposited the Preferred Stock with the Depositary pursuant to the
Deposit Agreement), the Preferred Stock will be validly issued, fully paid and
nonassessable, will not have been issued in violation of or subject to any
preemptive rights, and will have the rights set forth in the Company's
Certificate of Incorporation, as then amended, including the amendment effected
by the Certificate of Designations relating to the Preferred Stock, and the
Depositary Shares will represent legal and valid interests in the shares of
Preferred Stock.
In connection with the foregoing opinion, I wish to point out that I am a
member of the Bar of the State of Michigan and do not hold myself out as expert
in the laws of states other than Michigan. However, I have made, or caused to
be made, such investigation as I have deemed appropriate with respect to the
laws of other states in connection with such opinion, and nothing has come to
my attention in the course of such investigation which would lead me to
question the correctness of such opinion.
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 Act or
the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ J. M. Rintamaki
J. M. Rintamaki
Secretary
<PAGE> 1
EXHIBIT 12
Ford Holdings, Inc. and Subsidiaries
CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(in millions)
<TABLE>
<CAPTION>
Nine Months
-----------------------
1994 1993
------- -------
<S> <C> <C>
Earnings (a)
- --------
Income before income taxes $ 685 $ 599
Adjusted fixed charges 1,580 1,405
------ ------
Total earnings $2,265 $2,004
====== ======
Combined Fixed Charges and
Preferred Stock Dividends (a)
- -------------------------
Interest expense $1,527 $1,359
Interest portion of rental expense 19 18
Preferred stock dividend requirements (b) 110 88
------ ------
Total combined fixed charges and
preferred stock dividends $1,656 $1,465
====== ======
Ratio of earnings to combined fixed
charges and preferred stock dividends 1.4 1.4
</TABLE>
- - - - - -
(a) For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends, "earnings" include earnings before income
taxes plus adjusted fixed charges. "Combined fixed charges and preferred
stock dividends" consist of interest on borrowed funds, amortization of
debt discount, premium, and issuance expense, one-third of all rental
expense (the portion deemed representative of the interest factor) and
dividends paid on preferred stock.
(b) Preferred stock dividend requirements have been increased to an amount
representing the pre-tax earnings which would be required to cover such
dividend requirements based on Ford Holdings' effective income tax rates
for the respective periods.
<PAGE> 2
EXHIBIT 12
Ford Holdings, Inc. and Subsidiaries
CALCULATION OF RATIO OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(in millions)
<TABLE>
<CAPTION>
For the Years Ended December 31
-------------------------------------------------------
Earnings(a) 1993 1992 1991 1990 1989
- -------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income before income taxes
and cumulative effects of
changes in accounting
principles $ 831 $ 588 $ 592 $ 455 $286
Adjusted fixed charges 1,895 1,731 1,790 1,648 417
------ ------ ------ ------ ----
Total earnings $2,726 $2,319 $2,382 $2,103 $703
====== ====== ====== ====== ====
Combined Fixed Charges and
Preferred Stock Dividends (a)
- -------------------------
Interest expense $1,832 $1,659 $1,718 $1,569 $388
Interest portion of
rental expense 24 24 24 28 24
Preferred stock dividend
requirements (b) 123 78 74 89 15
------ ------ ------ ------ ----
Total combined fixed charges
and preferred stock dividends $1,979 $1,761 $1,816 $1,686 $427
====== ====== ====== ====== ====
Ratio of earnings to combined
fixed charges and preferred
stock dividends 1.4 1.3 1.3 1.2 1.6
Pro forma
- ---------
Pro forma (unaudited) interest
on zero coupon note 25
----
Pro forma total fixed charges $452
====
Pro forma ratio of earnings to
combined fixed charges and
preferred stock dividends 1.6
</TABLE>
(a) For purposes of computing the ratio of earnings to combined fixed
charges and preferred stock dividends, "earnings" include earnings
before income taxes and cumulative effects of changes in accounting
principles, plus adjusted fixed charges. "Combined fixed charges and
preferred stock dividends" consist of interest on borrowed funds,
amortization of debt discount, premium, and issuance expense,
one-third of all rental expense (the portion deemed representative of
the interest factor) and dividends paid on preferred stock.
(b) Preferred stock dividend requirements have been increased to an amount
representing the pre-tax earnings which would be required to cover
such dividends based on the effective income tax rates for the
respective periods.
<PAGE> 1
EXHIBIT 15
[LETTERHEAD]
Ford Holdings, Inc.
The American Road
Dearborn, Michigan
Re: Ford Holdings, Inc. Registration Statement on Form S-3
We are aware that our reports dated April 27, 1994, July 27, 1994 and October
26, 1994 accompanying the unaudited interim financial information of Ford
Holdings, Inc. for the periods ended March 31, 1994 and 1993, for the periods
ending June 30, 1994 and 1993 and for the periods ending September 30, 1994 and
1993 and included in the Ford Holdings, Inc. Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994,
respectively, are incorporated by reference in this Registration Statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, these reports should
not be considered a part of the Registration Statement prepared or certified by
us within the meaning of Sections 7 and 11 of the Act.
[SIG]
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 3, 1994
<PAGE> 1
EXHIBIT 23.2
[LETTERHEAD]
Ford Holdings, Inc.
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Holdings, Inc. Registration Statement on Form S-3
We consent to the incorporation by reference in this Registration Statement of
our reports dated February 1, 1994 on our audits of the consolidated financial
statements and financial statement schedules of Ford Holdings, Inc. at December
31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991,
which reports include an explanatory paragraph indicating that Ford Holdings,
Inc. changed its method of accounting for postretirement benefits other than
pensions and income taxes in 1992, and are included in, or incorporated by
reference in, Ford Holdings, Inc.'s 1993 Annual Report on Form 10-K.
We also consent to the reference to our firm under the caption "Experts."
[SIG]
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 3, 1994
<PAGE> 1
EXHIBIT 24
FORD HOLDINGS, INC.
CERTIFICATE
I, L. J. Ghilardi, an Assistant Secretary of FORD HOLDINGS, INC., a
Delaware corporation (the "Company"), hereby certify, to the best of my
knowledge and belief, that attached hereto are true and correct copies of
resolutions duly adopted by unanimous written consent of the Board of Directors
of the Company, dated as of August 18, 1994, pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware, and the same resolutions are
in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand on this 4th day of
November, 1994.
/s/ L. J. Ghilardi
------------------
L. J. Ghilardi
Assistant Secretary
Attachment
<PAGE> 2
Exhibit 24
FORD HOLDINGS, INC.
RESOLUTIONS RELATING TO ISSUANCE OF PREFERRED STOCK
RESOLVED, That the proposed form of Certificate of the Designations,
Powers, Preferences and Relative, Participating or Other Rights, and the
Qualifications, Limitations or Restrictions thereof, of Preferred Stock of the
Company, par value $1.00 per share ("Preferred Stock"), a copy of which is
available for examination at this meeting (the "Certificate of Designations"),
creating and establishing one or more series of Preferred Stock to be filed
with the Secretary of State of the State of Delaware, be and hereby is approved
in all respects, and that the resolutions set forth therein be and hereby are
adopted and approved as if fully set forth herein.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or
any Assistant Secretary of the Company, and each of them, be and hereby are
authorized and directed, in the name and on behalf of the Company, to prepare,
execute and cause to be filed, prior to the issuance of any shares of Preferred
Stock, with the Secretary of State of the State of Delaware and any other
appropriate governmental agency or office, the Certificate of Designations
designating such shares of Preferred Stock and describing the terms and
provisions thereof, in such form and with such changes or additions to such
terms and provisions as the Certificate of Designations Committee, referred to
below, may approve.
RESOLVED, That the Company be and hereby is authorized to issue and
sell, in one or more public or private offerings within and/or outside the
United States, up to eighty-two thousand eight hundred ninety-nine and one-half
(82,899.5) shares of Preferred Stock with an aggregate liquidation preference
not to exceed $1,000,000,000 and any Depositary Shares or receipts for such
Depositary Shares (the "Depositary Shares"), each representing a fractional
interest of a share of Preferred Stock, in such amount and at such purchase
price or prices (including a price determined pursuant to a formula) and upon
such additional terms and conditions, as may be fixed by the Certificate of
Designations Committee referred to below; provided, however, that each share of
Preferred Stock shall have a purchase price of not less than $1.00 per share
and each Depositary Share shall have a purchase price of not less than an
amount per share equal to $1.00 multiplied by the applicable fraction of a
share of Preferred Stock represented by such Depositary Share; provided,
further, that the number of shares of Preferred Stock issued pursuant to these
resolutions, when
<PAGE> 3
-2-
combined with the number of shares of any other preferred stock of the Company
then issued and outstanding shall not exceed one hundred thousand (100,000).
RESOLVED, That the Company be and hereby is authorized to issue and/or
sell, in one or more public or private offerings within and/or outside the
United States, purchase contracts ("Preferred Stock Purchase Contracts") which
permit, require or otherwise allow the holder or holders thereof to purchase up
to eighty-two thousand eight hundred ninety-nine and one-half (82,899.5) shares
of Preferred Stock with an aggregate liquidation preference not to exceed
$1,000,000,000 and/or any Depositary Shares, such Preferred Stock Purchase
Contracts to be in such amount and at such purchase price or prices (including
a price determined pursuant to a formula) and upon such additional terms and
conditions, as may be fixed by the Certificate of Designations Committee
referred to below.
RESOLVED, That the Company be and hereby is authorized to issue and/or
sell Preferred Stock Purchase Contracts separately or in conjunction with the
issue and sale of debt or other securities of the Company or an affiliate of
the Company (Preferred Stock Purchase Contracts together with other securities
issued and/or sold in conjunction therewith are referred to herein as the
"Capital Units").
RESOLVED, That the Company be and hereby is authorized to register with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), (i) up to eighty-two thousand
eight hundred ninety-nine and one-half (82,899.5) shares of Preferred Stock and
any Depositary Shares, (ii) Preferred Stock Purchase Contracts covering a total
of eighty-two thousand eight hundred ninety-nine and one-half (82,899.5) shares
of Preferred Stock and any Depositary Shares, and (iii) the Capital Units (such
Preferred Stock, Depositary Shares, if any, Preferred Stock Purchase Contracts,
if any, and Capital Units, if any, being collectively referred to herein as the
"Equity Securities").
RESOLVED, That there is hereby established as a committee of the Board
of Directors of the Company the Certificate of Designations Committee, such
committee to have the full power and authority of the Board of Directors to (A)
establish the terms of the sale of the Equity Securities and the final terms of
the Certificate of Designations creating and establishing the Preferred Stock,
including, without limitation (i) the purchase price or method of determining
the purchase price (including a price determined pursuant to a formula), not
less than $1.00 per share (in the case of the Preferred Stock) and not less
than an amount per share equal to $1.00 multiplied by the applicable fraction
of a share of Preferred Stock represented by each Depositary Share (in the case
of any Depositary Shares), to be paid by any underwriters or any firm,
institution, partnership or other person purchasing
<PAGE> 4
-3-
the Equity Securities from the Company, (ii) the dividend rate or rates or the
method of determining the dividend rate or rates (including dividend rates
determined pursuant to a formula) and (iii) any terms for conversion or
exchange into other securities of the Company or another person, and (B) to
approve of such changes or additions to such terms and provisions of the
Certificate of Designations as the Certificate of Designations Committee may
deem appropriate and to effect or cause the filing thereof with the Secretary
of State of the State of Delaware and any other appropriate governmental agency
or office; provided, however, that the Certificate of Designations Committee
shall have no authority to fix the voting powers of the Preferred Stock.
RESOLVED, That the Certificate of Designations Committee shall consist
of two Directors of the Company; that said two Directors shall constitute a
quorum for the transaction of business by such committee; that Malcolm S.
Macdonald and David N. McCammon be and hereby are designated to serve as
members of such committee until their successors shall have been designated and
have qualified, or as otherwise provided in the By-Laws of the Company; and
that any one or two, as the case may be, of the other Directors of the Company
be and hereby are designated as alternate committee members to serve in the
event that Malcolm S. Macdonald and David N. McCammon, or either of them,
should be unable or fail to serve.
RESOLVED, That the preparation by the Company of a Registration
Statement on Form S-3 or such other form as may be appropriate covering the
Equity Securities, including prospectuses, exhibits and other documents, to be
filed with the Commission for the purpose of registering the offer and sale of
the Equity Securities, be and hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such
Registration Statement, with such changes, if any, therein, including
amendments to the prospectus and the addition or amendment of exhibits and
other documents relating thereto or required by law or regulation in connection
therewith, all in such form as such directors and officers may deem necessary,
appropriate or desirable, as conclusively evidenced by their execution thereof,
and that the appropriate officers of the Company, and each of them, be and
hereby are authorized to cause any such Registration Statement, so executed, to
be filed with the Commission; and, prior to the effective date of any such
Registration Statement, and if the Vice President - General Counsel or the
Secretary deems it advisable, the appropriate officers of the Company are
directed to use their best efforts to furnish each director and each officer
signing such Registration Statement with a copy of such Registration Statement,
and if, prior to the effective date of any such Registration Statement,
material changes therein or material additions thereto are proposed to be made,
other than changes and additions of a type authorized under these resolutions
to be approved by officers of the Company as provided
<PAGE> 5
-4-
in these resolutions, and if the Vice President - General Counsel or the
Secretary deems it advisable, the appropriate officers of the Company are
directed to use their best efforts to furnish each director, and each officer
signing any such Registration Statement, with a copy of such Registration
Statement and each amendment thereto as filed with the Commission, or a
description of such changes or additions, or a combination thereof, in as
complete and final form as practicable and in sufficient time to permit each
director and each such officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form, with such changes,
if any, therein, as such directors and officers may deem necessary, appropriate
or desirable, as conclusively evidenced by their execution thereof, and that
the appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form in
which it most recently became effective, other than changes and additions of a
type authorized under these resolutions to be approved by officers of the
Company, and if the Vice President - General Counsel or the Secretary deems it
advisable,the appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing such
post-effective amendment, with a copy of such post-effective amendment or a
description of all material changes or additions therein, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
such post-effective amendment before it becomes effective.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and each of them, be and hereby are authorized to
execute and file with the Commission and the New York Stock Exchange, Inc., for
and on behalf of the Company, a Registration Statement, on Form 8-A or such
other form as may be appropriate, including any and all exhibits and other
documents relating thereto, for the registration under the Securities Exchange
Act of 1934, as amended, of the Depositary Shares, the Preferred Stock Purchase
Contracts, the Capital Units and/or the Preferred Stock, and any and all
amendments to such Registration Statement, in such form as the person or
persons
<PAGE> 6
-5-
executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof.
RESOLVED, That each officer and director who may be required to sign
and execute any of the Registration Statements authorized by these resolutions
or any amendment thereto or document in connection therewith (whether on behalf
of the Company, or as an officer or director of the Company, or otherwise), be
and hereby is authorized to execute a power of attorney appointing S. A.
Seneker, D. N. McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J. M.
Rintamaki, T. J. DeZure, L. J. Ghilardi, P. M. Donnelly, K. S. Lamping and P.
J. Sherry, Jr., and each of them, severally, his or her true and lawful
attorney or attorneys to sign in his or her name, place and stead in any such
capacity any such Registration Statement and any and all amendments (including
post-effective amendments) thereto and documents in connection therewith, and
to file the same with the Commission, each of said attorneys to have power to
act with or without the other, and to have full power and authority to do and
perform, in the name and on behalf of each of said officers and directors who
shall have executed such a power of attorney, every act whatsoever which such
attorneys, or any of them, may deem necessary, appropriate or desirable to be
done in connection therewith as fully and to all intents and purposes as such
officers or directors might or could do in person.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and each of them, be and hereby are authorized in the
name and on behalf of the Company to take any and all action which such
persons, or any of them, may deem necessary, appropriate or desirable in order
to obtain a permit, register or qualify the Equity Securities for issuance and
sale or to request an exemption from registration of the Equity Securities or
to register or obtain a license for the Company as a dealer or broker under the
securities laws of such of the states of the United States of America as such
persons, or any of them, may deem necessary, appropriate or desirable, and in
connection with such registrations, permits, licenses, qualifications and
exemptions to execute, acknowledge, verify, deliver, file and publish all such
applications, reports, resolutions, irrevocable consents to service of process,
powers of attorney and other papers and instruments as may be required under
such laws, and to take any and all further action which such persons, or any of
them, may deem necessary, appropriate or desirable in order to maintain such
registrations in effect for as long as such persons, or any of them, may deem
to be in the best interests of the Company.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and each of them, be and hereby are authorized to
designate any licensed California broker-dealer as the Company's
attorney-in-fact for the
<PAGE> 7
-6-
purpose of executing and filing one or more applications and amendments thereto
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Equity Securities for offering and sale in the State of
California.
RESOLVED, That any and all haec verba resolutions which may be required
by the Blue Sky or securities laws of any state in which the Company intends to
offer to sell the Equity Securities be, and they hereby are, adopted; that the
proper officers of the Company be, and they hereby are, authorized to certify
that such resolutions were duly adopted at this meeting; and that the Secretary
of the Company shall cause a copy of each resolution so certified to be
attached to the minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
to take such action as such officers, or any of them, may deem necessary,
appropriate or desirable to make application for the listing of the Equity
Securities on the New York Stock Exchange or any other Stock Exchange, and that
the Chairman of the Board of Directors, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are designated a representative of the Company
to appear before the Corporate Services Division or other appropriate body of
any such Exchange and take all such other steps as such persons, or any of
them, may deem necessary, appropriate or desirable to effect such listing.
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc. or any other Stock Exchange, for the listing
on such Exchange of the Equity Securities, the Company enter into an agreement
providing for the indemnification by the Company of such Exchange, its
governors, officers, employees and its subsidiary companies and innocent
purchasers for value of the Equity Securities or any one or more of them, as
the case may be, from and against losses, liabilities, claims, damages or
accidents in connection with the use of facsimile signatures on certificates
representing the Equity Securities; and that the Chairman of the Board of
Directors, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized in the name and on behalf of the Company and under its
corporate seal to execute and deliver to such Exchange, the aforesaid
indemnification agreement in such form as the person or persons executing the
same may deem necessary, appropriate or desirable, as conclusively evidenced by
his, her or their execution thereof.
RESOLVED, That the Board of Directors hereby adopts the forms of
certificates for the Depositary Shares and the Preferred Stock, specimens of
which will be available for examination at the
<PAGE> 8
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principal office of the Company, such forms of certificates to have such
changes as the appropriate officers of the Company may approve.
RESOLVED, That the Chairman of the Board of Directors, the President or
any Vice President, and the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary, be and hereby are authorized, in the name and on
behalf of the Company and under its corporate seal (which may be a facsimile of
such seal), to execute (by manual or facsimile signature) certificates
representing the Equity Securities (and, in addition, certificates representing
the Equity Securities to replace any such certificates which are lost, stolen,
mutilated or destroyed and such certificates required for exchange,
substitution or transfer), all as provided in the Certificate of Incorporation
and By-Laws of the Company.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and each of them, be and hereby are authorized to
appoint one or more paying agents, registrars, issuing agents, transfer agents,
and other agents and functionaries to, among other things, issue or
countersign, make transfers of, register the certificates representing the
Equity Securities, or implement or act in connection with any auction or
remarketing procedures applicable to the Equity Securities, and that any such
officer be and hereby is authorized to execute and deliver, in the name and on
behalf of the Company, any agreement, instrument or document relating to any
such appointment; provided, however, that the Company may at any time elect to
act in any such capacity itself.
RESOLVED, That, subject to the right of the Board of Directors to
rescind or modify the dividends to be declared and payable on any dividend
payment date with respect to any shares of Preferred Stock, the dividend rate
of which is determined pursuant to a formula or procedure ("Variable
Preferred"), there shall be deemed to be declared, and be declared, with
respect to each dividend period thereof (any such declaration to be effective
on the declaration date applicable to such dividend period, without further
action of the Board of Directors), a dividend on each of the outstanding shares
of Variable Preferred to which such dividend period relates at the dividend
rate per annum (as determined in accordance with the Certificate of
Designations) that may be payable with respect to such shares, payable on the
dividend payment date for such dividend period to the holders of such shares of
Variable Preferred as such holders appear on the stock transfer books of the
Company on the related record date, all determined in accordance with the
Certificate of Designations; provided that any such declaration shall not be
effective with respect to any dividend on any such dividend payment date,
unless the Vice President-Controller, Vice President-Treasurer or any Assistant
Treasurer of the Company shall have prepared and delivered to the
<PAGE> 9
-8-
Secretary of the Company for filing in the minutes of the Board of Directors,
on or before the declaration date with respect to such dividend period, a
certificate in which such officer certifies that, based upon the most recent
financial statements of the Company, as of such declaration date, the Company
had either (i) net profits for the calendar year in which such declaration date
falls and/or the preceding calendar year or (ii) surplus (as defined and
computed under Sections 154 and 244 of the Delaware General Corporation Law) in
an amount sufficient to pay such dividend.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more deposit agreements and one or more supplements thereto, each with a
bank or trust company as depositary ("Deposit Agreements"), providing for the
deposit of the Preferred Stock Purchase Contracts, the Capital Units and/or the
Preferred Stock, the issuance of the Depositary Shares and other matters
relating thereto, and that the Chairman of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, (i) to select such
depositary or depositaries and (ii) to execute, acknowledge and deliver Deposit
Agreements and supplements thereto, whether or not under the seal of the
Company, and whether or not attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Deposit Agreements or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more agreements and one or more supplements thereto, each with a bank or
trust company ("Unit Agent Agreements"), providing for the administration on
behalf of the Company of the Capital Units and/or the Preferred Stock Purchase
Contracts, including, but not limited to, issuing Capital Units, acting as a
paying and/or fiscal agent in respect of debt securities, if any, which may be
part of the Capital Units, collecting amounts from and issuing Preferred Stock
and/or Depositary Shares to holders of Preferred Stock Purchase Contracts in
accordance with the terms thereof and other matters relating to the Capital
Units and/or the Preferred Stock Purchase Contracts, and that the Chairman of
the Board of Directors, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
(i) to select such bank or trust company and (ii) to execute, acknowledge and
deliver Unit Agent Agreements and supplements thereto, whether or not under the
seal of the Company, and whether or not attested by the Secretary or any
Assistant Secretary, containing such terms and provisions as the officer or
officers executing such Unit Agent Agreements or supplements thereto may
<PAGE> 10
-9-
deem necessary, appropriate or desirable, as conclusively evidenced by his,
her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more (i) underwriting agreements, including pricing agreements pursuant
thereto, with any underwriter or underwriters designated by the proper officers
of the Company, or between the Company and any other persons, including
securities brokers and dealers, or any firm, institution or partnership acting
on behalf of themselves or itself and the several underwriters (such
underwriting agreements being herein collectively called the "Underwriting
Agreements"), providing for the sale of the Preferred Stock Purchase Contracts,
the Capital Units, the Preferred Stock and/or the Depositary Shares and/or (ii)
purchase agreements or other agreements with any person ("Purchase
Agreements"), providing for the purchase for its own account or for resale of
the Preferred Stock Purchase Contracts, the Capital Units, the Preferred Stock
and/or the Depositary Shares, and that, when such Underwriting Agreements or
pricing agreements pursuant thereto, or Purchase Agreements, or any of them,
have been completed to set forth the price or prices, or the method of
determining the price or prices, at and the terms and conditions upon which the
Preferred Stock Purchase Contracts, the Capital Units, the Preferred Stock
and/or the Depositary Shares are to be sold and the compensation to be received
by any underwriters (such matters first having been presented to and approved
by the Certificate of Designations Committee), the Chairman of the Board of
Directors, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized to execute and deliver, in the name and on behalf of the
Company, the respective Underwriting Agreements and pricing agreements pursuant
thereto, with the inclusion of such underwriters, or the respective Purchase
Agreements and containing such other terms and provisions as the officer or
officers executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That, when shares of Preferred Stock and, if such shares of
Preferred Stock are represented by Depositary Shares, the Depositary Shares
shall be issued, sold and delivered in accordance with the terms of any
Preferred Stock Purchase Contract, Capital Unit, Deposit Agreement and any
Underwriting Agreement or Purchase Agreement, such shares of Preferred Stock
shall be, and are hereby declared to be, fully-paid and non-assessable shares
of Preferred Stock of the Company and not liable to any further calls or
assessments thereon, and the holders thereof shall not be liable for any
further payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Preferred Stock and
any Depositary Shares in accordance with the foregoing resolutions, an amount
equal to the par value of the Preferred Stock so issued shall be credited to
the capital stock account of the Company.
<PAGE> 11
-10-
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the appointment
of agents and the payment of expenses), and to execute (by manual or facsimile
signature) and deliver any and all letters, documents or other writings, that
such officer or officers may deem necessary, appropriate or desirable in order
to enable the Company fully to exercise its rights and to perform its
obligations under the Underwriting Agreements and pricing agreements pursuant
thereto, Purchase Agreements or Deposit Agreements or otherwise carry out the
purposes and intents of each and all of the foregoing resolutions.
EFFECT ON OTHER RESOLUTIONS
RESOLVED, that the foregoing resolutions under the heading "Resolutions
Relating to Issuance of Preferred Stock" supersede the resolutions under the
heading "Resolutions Relating to Issuance of Preferred Stock" adopted by the
Board of Directors of the Company at a meeting held on November 23, 1993, which
amended, in part, those certain resolutions adopted by the Board of Directors
of the Company by unanimous written consent dated February 12, 1992 (the "1992
Resolutions"), and the 1992 Resolutions, as amended hereby, shall remain in
full force and effect.
RESOLVED, That the Secretary or any Assistant Secretary of the Company
shall modify the language of each and all of the foregoing resolutions to the
extent necessary to reflect fully the intents and purposes thereof, and any
such resolution, as so modified, shall be deemed to have been adopted by the
Board of Directors in such modified form.
<PAGE> 12
POWER OF ATTORNEY WITH RESPECT
TO REGISTRATION STATEMENT COVERING
DEBT SECURITIES, PREFERRED STOCK AND
DEPOSITARY SHARES OF FORD HOLDINGS, INC.
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer
and/or director of FORD HOLDINGS, INC., does hereby constitute and appoint S.
A. Seneker, D. N. McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J.
M. Rintamaki, L. J. Ghilardi, T. J. DeZure, P. J. Sherry, Jr., P. M. Donnelly
and K. S. Lamping, and each of them, severally, his true and lawful attorney
and agent at any time and from time to time to do any and all acts and things
and execute, in his name (whether on behalf of FORD HOLDINGS, INC., or as an
officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD
HOLDINGS, INC., or otherwise), any and all instruments which said attorney and
agent may deem necessary or advisable in order to enable FORD HOLDINGS, INC. to
comply with the Securities Act of 1933, the Securities Exchange Act of 1934 and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with a Registration Statement or Registration Statements and any
and all amendments (including post-effective amendments) to the Registration
Statement or Registration Statements relating to the issuance and sale of Debt
Securities, Preferred Stock and any Depositary Shares representing such
Preferred Stock, Preferred Stock Purchase Contracts and/or Capital Units of the
Company, as authorized by the Board of Directors of FORD HOLDINGS, INC. by
unanimous written consents dated February 12, 1992 and August 18, 1994,
including specifically but without limitation thereto, power and authority to
sign his name (whether on behalf of FORD HOLDINGS, INC., or as an officer or
director of FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS,
INC., or otherwise) to such Registration Statement or Registration Statements
and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them, shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his name hereto
as of the 18th day of August, 1994.
/s/W. F. Blood
(W. F. Blood)
/s/M. S. Macdonald
(M. S. Macdonald)
<PAGE> 13
-2-
/s/T. F. Marrs
(T. F. Marrs)
/s/D. N. McCammon
(D. N. McCammon)
/s/D. E. Richardson
(D. E. Richardson)
/s/S. A. Seneker
(S. A. Seneker)
/s/H. J. Toffey, Jr.
(H. J. Toffey, Jr.)
/s/K. Whipple
(K. Whipple)
<PAGE> 14
POWER OF ATTORNEY WITH RESPECT
TO REGISTRATION STATEMENT COVERING
DEBT SECURITIES, PREFERRED STOCK AND
DEPOSITARY SHARES OF FORD HOLDINGS, INC.
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer and/or
director of FORD HOLDINGS, INC., does hereby constitute and appoint D. N.
McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J. M. Rintamaki, L.
J. Ghilardi, T. J. DeZure, P. J. Sherry, Jr., and K. S. Lamping, and each of
them, severally, his or her true and lawful attorney and agent at any time and
from time to time to do any and all acts and things and execute, in his or her
name (whether on behalf of FORD HOLDINGS, INC., or as an officer or director of
FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS, INC., or
otherwise), any and all instruments which said attorney and agent may deem
necessary or advisable in order to enable FORD HOLDINGS, INC. to comply with
the Securities Act of 1933, the Securities Exchange Act of 1934 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with a Registration Statement or Registration Statements and any and
all amendments (including post-effective amendments) to the Registration
Statement or Registration Statements relating to the issuance and sale of Debt
Securities, Preferred Stock and any Depositary Shares representing such
Preferred Stock, Preferred Stock Purchase Contracts and/or Capital Units of the
Company, as authorized by the Board of Directors of FORD HOLDINGS, INC. by
unanimous written consents dated February 12, 1992 and August 18, 1994,
including specifically but without limitation thereto, power and authority to
sign his or her name (whether on behalf of FORD HOLDINGS, INC., or as an
officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD
HOLDINGS, INC., or otherwise) to such Registration Statement or Registration
Statements and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them, shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his or her name hereto
as of the 28th day of September, 1994.
/s/ J. M. Devine /s/ E. S. Acton
(J. M. Devine) (E. S. Acton)
<PAGE> 1
EXHIBIT 99
[FACE OF FORM]
FORD HOLDINGS, INC.
SERIES D DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN AUTHORIZATION
I authorize each of Ford Holdings, Inc. (the "Company") and the Depositary
with respect to the Depositary Shares referred to below, to pay to Chemical
Bank, as agent under the Series D Dividend Reinvestment and Stock Purchase Plan
(the "Plan") of the Company, for credit to my account under the terms and
conditions of the Plan, cash dividends payable or distributable to me on the
shares of Series D Cumulative Preferred Stock of the Company ("Series D
Preferred Stock") or Depositary Shares, each representing 1/4,000 of a share of
Series D Preferred Stock ("Depositary Shares"), as the case may be, now and
hereafter registered in my name, or credited to my account under the Plan, to
the extent such shares are designated on the reverse hereof. Such cash
dividend payments or distributions, and any optional cash payments made by me
in accordance with the Plan, will be used for the purchase of full and
fractional shares of Depositary Shares representing Series D Preferred Stock.
TO ENROLL OR CHANGE ENROLLMENT, check the desired box on the reverse hereof,
sign your name or names exactly as shown on your stock certificates or as your
account is registered, and return it to Chemical Bank in the envelope provided.
If you have more than one account under the Plan, only the account to which
this form relates will be enrolled in or changed under the Plan; however, if
you wish to enroll or change your other account(s), please request the
necessary additional form(s).
This authorization is given with the understanding that the undersigned may
change his or her participation under the Plan or withdraw from the Plan at any
time by notifying Chemical Bank as provided in the terms and conditions of the
Plan. This authorization is given with respect to the following: (Check
appropriate boxes.)
[ ] Series D Preferred Stock [ ] Depositary Shares
THIS IS NOT A PROXY.
<PAGE> 2
[REVERSE OF FORM]
FORD HOLDINGS, INC.
SERIES D DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN AUTHORIZATION
Please enroll my shares in the Ford Holdings, Inc. Series D Dividend
Reinvestment and Stock Purchase Plan as designated below:
[ ] FULL DIVIDEND REINVESTMENT - Please apply dividends on all shares of
Series D Preferred Stock and/or Depositary Shares registered in my name
or credited to my account to the purchase of additional Depositary
Shares.
[ ] PARTIAL DIVIDEND REINVESTMENT - Please apply dividends on
_______________(if a fraction, must be an integral multiple of 1/4,000)
shares of Series D Preferred Stock and/or _____________ (must be a whole
number) Depositary Shares registered in my name or credited to my
account to the purchase of additional Depositary Shares.
[ ] OPTIONAL CASH PAYMENTS - Please enroll my account in the optional cash
feature. Participation will be at my option by investing cash from time
to time for the purchase of additional Depositary Shares. My check in
the amount of $___________ (must be not less than $25 or more than
$12,000) is enclosed.
[ ] SAFEKEEPING OF CERTIFICATES - I enclose certificates representing
________ shares of Series D Preferred Stock and/or ___________
Depositary Shares to be deposited with Chemical Bank for safekeeping.
I understand that I may change or revoke this authorization at any time by
notifying Chemical Bank thereof in writing.
Date______________________________________________
Shareholder _______________________________________
Shareholder _______________________________________
Sign name(s) exactly as shown on stock certificate or as your account is
registered. In case of joint owners, each joint owner must sign. If
authorization is signed as attorney-in-fact, officer, administrator,
executor, trustee or guardian, indicate title as such.
