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Rule 424(b)(3)
Registration Statement Number 33-47931
PROSPECTUS
(LOGO)
FORD HOLDINGS, INC.
SERIES A
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
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The Series A Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of Ford Holdings, Inc. (the "Company") provides holders of record of the
Company's Series A Cumulative Preferred Stock, par value $1.00 per share (the
"Series A Preferred Stock"), and holders of record of Depositary Shares (the
"Depositary Shares"), each representing ownership of 1/4,000 of a share of
Series A Preferred Stock (each a "Stockholder"), with a simple and convenient
way to purchase additional Depositary Shares.
This Prospectus relates to an aggregate 1,500,000 Depositary Shares
representing an aggregate 375 shares of Series A 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 A 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, are listed on
the New York Stock Exchange under the symbol FHI.PR. 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 A 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 $2.00 per annum per Depositary Share.
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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 15, 1994.
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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 A
Preferred Stock and the Depositary Shares set forth in the prospectus dated May
28, 1992, filed with the Commission on June 1, 1992 pursuant to Rule 424(b)(1)
under the Securities Act (such prospectus relating to the Company's Registration
Statement on Form S-3, File No. 33-47931).
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).
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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.
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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).
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THE COMPANY
The Company was incorporated in Delaware in September 1989 for the
principal purpose of acquiring, owning and managing certain assets of 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 and Ford Motor Credit Company, a wholly owned
subsidiary of Ford ("Ford Credit"), 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 A 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 A 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.
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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 A 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 A 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 A Preferred Stock or Depositary Shares which are
not registered in his or her name, for
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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 A 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 A
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
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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 A
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 A 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 A
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
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related brokerage fees or commissions), the number of Depositary Shares
purchased, the number of shares of Series A 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 A 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 A 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 A 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 A 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 A 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 A 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 A Preferred Stock and Depositary Receipts for any
fractional share (which is an integral multiple of 1/4,000) of any Series A
Preferred Stock or whole Depositary Shares credited to the participant's account
under the Plan will be issued to the participant and a
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cash payment made for any fractional Depositary Share, unless the participant
requests that all whole or fractional shares of Series A 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 A
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 A 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 A 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 A 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 A 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.
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TAXATION
GENERAL
Owners of the Depositary Shares are treated for federal income tax purposes
as if they were owners of the Series A 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 A 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 A 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.
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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> 11
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
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
</TABLE>
FORD HOLDINGS, INC.
SERIES A
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
(LOGO)
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