<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration Number 33-63116
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 3, 1994
[LOGO]
8,000,000 SHARES
FORD HOLDINGS, INC.
DEPOSITARY SHARES
EACH REPRESENTING 1/4,000 OF A SHARE OF
SERIES D CUMULATIVE PREFERRED STOCK
($1.00 PAR VALUE)
(LIQUIDATION PREFERENCE EQUIVALENT TO $25 PER DEPOSITARY SHARE)
------------------------
Each of the 8,000,000 Depositary Shares offered hereby (the "Depositary
Shares") represents ownership of 1/4,000 of a share of Series D Cumulative
Preferred Stock (the "Series D Preferred Stock") of Ford Holdings, Inc. (the
"Company") deposited with the Depositary and entitles the holder to all
proportional rights and preferences of the Series D Preferred Stock (including
dividend, voting and liquidation rights and preferences). The proportionate
liquidation preference of each Depositary Share is $25. See "Description of
Depositary Shares".
Dividends on the Series D Preferred Stock will be cumulative from the date
of original issue and will be payable quarterly, commencing December 1, 1994, in
an amount equivalent to $2.025 per annum per Depositary Share. See "Description
of Series D Preferred Stock -- Dividends".
Holders of the Series D Preferred Stock will have certain general and class
voting rights, including the right, voting together as a single class with
holders of Voting Preferred and Parity Preferred (as defined herein), to elect
not less than 25% of the directors of the Company. See "Description of Series D
Preferred Stock -- Voting Rights".
The Series D Preferred Stock and the Depositary Shares representing such
stock are not redeemable. However, in any merger or consolidation of the Company
with or into any other corporation (including any affiliated corporation) which
by its terms provides for the payment of only cash to holders of the Series D
Preferred Stock, the holders of Series D Preferred Stock will be entitled to
receive an amount equal to the liquidation preference of the Series D Preferred
Stock, plus an amount equal to accumulated and unpaid dividends thereon, and no
more. Such a merger or consolidation will be deemed to be a liquidation of the
Company solely for purposes of determining the rights of the holders of Series D
Preferred Stock in respect of such merger or consolidation. See "Description of
Series D Preferred Stock -- Rights on Liquidation or Cash Merger". A merger or
consolidation in which the holders of Series D Preferred Stock, Voting Preferred
and Parity Preferred receive an amount equal to the liquidation preference,
premium, if any, and accumulated and unpaid dividends on their shares may be
approved at any time without a class vote by the holders of such shares. See
"Description of Series D Preferred Stock -- Voting Rights".
Application has been made to list the Depositary Shares on the New York
Stock Exchange (the "NYSE") under the symbol FHI.PRD.
------------------------
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNTS(1)(3) COMPANY(2)(3)
-------------- --------------- ---------------
<S> <C> <C> <C>
Per Depositary Share.................... $25.00 $0.7875 $24.2125
Total................................... $200,000,000 $6,300,000 $193,700,000
</TABLE>
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(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(2) Before deducting estimated expenses of $651,647 payable by the Company.
(3) The Underwriting Discounts will be $0.50 per Depositary Share with respect
to any Depositary Shares sold to certain institutions. Therefore, to the
extent of any such sales to such institutions, the actual total Underwriting
Discounts will be less than, and the actual total Proceeds to Company will
be greater than, the amounts shown in the table above.
------------------------
The Depositary Shares offered hereby are offered by the Underwriters
subject to prior sale, withdrawal, cancellation or modification of the offer
without notice, to delivery to and acceptance by the several Underwriters and to
certain further conditions. It is expected that delivery of the Depositary
Receipts evidencing the Depositary Shares will be made at the offices of
Goldman, Sachs & Co., New York, New York, on or about August 10, 1994.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
------------------------
The date of this Prospectus Supplement is August 3, 1994.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY
SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
-------------------------
The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus Supplement:
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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PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference in this Prospectus Supplement and the
Prospectus to which it is attached.
THE COMPANY
The Company is a holding company whose subsidiaries are engaged primarily
in consumer and commercial financing operations, insurance underwriting and
equipment leasing.
THE OFFERING
Securities Offered............ 8,000,000 Depositary Shares each representing
1/4,000 of a share of Series D Preferred Stock.
Use of Proceeds............... The net proceeds from the sale of the Series D
Preferred Stock will be used for general
corporate purposes of the Company and its
subsidiaries.
Dividends..................... Cumulative at the annual rate of 8.10% per
share on the liquidation preference of the
Series D Preferred Stock (equivalent to $2.025
per annum per Depositary Share), payable
quarterly, commencing December 1, 1994. See
"Description of Series D Preferred Stock --
Dividends" and "Description of Depositary
Shares -- Dividends and Other Distributions".
Dividend Reinvestment......... As promptly as practicable after the date of
this Prospectus Supplement, the Company intends
to file a separate registration statement with
the Securities and Exchange Commission to
establish a dividend reinvestment and optional
cash purchase plan for holders of Series D
Preferred Stock and Depositary Shares. Under
such plan, a record holder of Series D
Preferred Stock or Depositary Shares will be
permitted to elect to (i) purchase additional
Depositary Shares and/or shares of stock of one
or more affiliates of the Company (as
determined by the Company) by reinvesting some
or all of the cash dividends paid on the Series
D Preferred Stock and/or (ii) subject to
certain limitations, make cash investments from
time to time for purchase on any dividend
payment date of additional Depositary Shares
and/or shares of stock of any such affiliate.
Liquidation Preference........ Equivalent to $25.00 per Depositary Share (each
of which represents 1/4,000 of a share of
Series D Preferred Stock), plus an amount equal
to accumulated and unpaid dividends (whether or
not earned or declared). See "Description of
Series D Preferred Stock -- Rights on
Liquidation or Cash Merger".
Voting Rights................. Holders of record of the Series D Preferred
Stock and Voting Preferred will have the right,
voting as a single class together with holders
of all other shares of Parity Preferred
(including the Company's Flexible Rate Auction
Preferred Stock (Exchange) -- Series A-K (the
"Flex APS"), Series A
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Cumulative Preferred Stock (the "Series A
Preferred Stock"), Series B Cumulative
Preferred Stock (the "Series B Preferred
Stock") and Series C Cumulative Preferred Stock
(the "Series C Preferred Stock")), to elect not
less than 25% of the directors of the Company.
On all matters other than the election of
directors as to which stockholders generally
have a vote, each share of Series D Preferred
Stock and Voting Preferred will be entitled to
the number of votes determined as described
under "Description of Series D Preferred Stock
-- Voting Rights" and each share of Common
Stock will be entitled to one vote.
Whenever dividends on any shares of Series D
Preferred Stock or Parity Preferred have not
been paid or declared and a sum sufficient for
the payment thereof set aside for payment for
such number of dividend periods, or portions
thereof (or the equivalent thereof in the case
of Parity Preferred), which in the aggregate
contain at least 540 days, then the holders of
record of the shares of the Series D Preferred
Stock and Parity Preferred will possess full
voting powers (to the exclusion of the holders
of all other classes of capital stock of the
Company), voting together as a single class, to
elect two additional directors to the Company's
Board of Directors. See "Description of Series
D Preferred Stock -- Voting Rights".
In addition, approval of the holders of at
least two-thirds in some cases and a majority
in other cases of the outstanding shares of
Series D Preferred Stock, Voting Preferred and
Parity Preferred, voting together as a single
class, or of the outstanding shares of Series D
Preferred Stock and Parity Preferred, voting
together as a single class, or of the
outstanding shares of Series D Preferred Stock
voting alone, as the case may be, will be
required to authorize certain actions of the
Company. See "Description of Series D Preferred
Stock -- Voting Rights".
Holders of Depositary Shares are entitled to
instruct the Depositary as to the voting of the
Series D Preferred Stock represented by such
Depositary Shares. See "Description of
Depositary Shares -- Voting the Series D
Preferred Stock".
Redemption.................... The Series D Preferred Stock and the Depositary
Shares representing such stock are not
redeemable.
Merger or Consolidation....... In any merger or consolidation of the Company
with or into any other corporation (including
any affiliated corporation), or any merger or
consolidation of any other corporation
(including any affiliated corporation) with or
into the Company, which merger or consolidation
by its terms provides for the payment of only
cash to holders of the Series D Preferred
Stock, the holders of Series D Preferred Stock
will be entitled to receive an amount equal to
the liquidation preference of the Series D
Preferred Stock, plus an amount equal to
accumulated and unpaid dividends thereon, and
no more. Such a merger or consolidation will be
deemed to be a liquidation of the
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Company solely for purposes of determining the
rights of the holders of Series D Preferred
Stock in respect of such merger or
consolidation. See "Description of Series D
Preferred Stock -- Rights on Liquidation or
Cash Merger". A merger or consolidation in
which the holders of Series D Preferred Stock,
Voting Preferred and Parity Preferred receive
an amount equal to the liquidation preference,
premium, if any, and accumulated and unpaid
dividends on their shares may be approved at
any time without a class vote by the holders of
such shares. See "Description of Series D
Preferred Stock -- Voting Rights".
Ranking....................... The Series D Preferred Stock will rank senior
to the Company's Common Stock and on a parity
with the Flex APS, the Series A Preferred
Stock, the Series B Preferred Stock and the
Series C Preferred Stock with respect to
dividends and upon liquidation, dissolution or
winding up. See "Description of Preferred Stock
-- General" in the Prospectus to which this
Prospectus Supplement is attached.
Stock Exchange Listing........ Application has been made to list the
Depositary Shares on the NYSE.
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CAPITALIZATION
The following table sets forth the capitalization of the Company and its
subsidiaries at June 30, 1994 and as adjusted to give effect to the proceeds
from the sale of the Series D Preferred Stock offered hereby, net of the
estimated expenses in connection with such sale:
<TABLE>
<CAPTION>
JUNE 30, 1994
---------------------
AS AS
REPORTED ADJUSTED
-------- --------
(IN MILLIONS)
<S> <C> <C>
Debt payable within one year, including the current portion of
long-term debt..................................................... $14,886 $14,886
Long-term debt....................................................... 16,431 16,431
Minority interests in net assets of subsidiaries..................... 13 13
Stockholders' Equity
Preferred stock, $1.00 a share par value, 100,000 shares
authorized
Flex APS, $800 million aggregate liquidation preference
Issued and outstanding -- 8,000 shares................ 800 800
Series A Preferred Stock, $286 million aggregate
liquidation preference
Issued and outstanding -- 2,856.7719 shares........... 286 286
Series B Preferred Stock, $173 million aggregate
liquidation preference
Issued and outstanding -- 1,730.0617 shares........... 173 173
Series C Preferred Stock, $200 million aggregate
liquidation preference
Issued and outstanding -- 2,000.5462 shares........... 200 200
Series D Preferred Stock, $200 million aggregate
liquidation preference
Issued and outstanding -- 2,000 shares (as
adjusted)........................................... -- 200
Common stock, $1.00 a share par value, 10,000 shares authorized
Issued and outstanding -- 1,099 shares..................... * *
Paid-in surplus................................................. 976 969
Unrealized loss on marketable equity securities, net of taxes... (81) (81)
Foreign-currency translation adjustments........................ (4) (4)
Earnings retained for use in the business....................... 2,050 2,050
------- -------
Total Stockholders' Equity........................................... 4,400 4,593
------- -------
Total Capitalization................................................. $35,730 $35,923
======= =======
</TABLE>
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* Less than $50,000.
DESCRIPTION OF SERIES D PREFERRED STOCK
The following description of the particular terms of the Series D Preferred
Stock offered hereby supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of Preferred Stock
set forth in the Prospectus to which this Prospectus Supplement is attached. The
2,000 shares of Series D Preferred Stock offered hereby are part of the 3,225
shares of Preferred Stock of the Company registered with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), in May 1993 to be issued on terms to be
determined at the time of sale.
The authorized capital stock of the Company consists of 10,000 shares of
Common Stock, par value $1.00 per share (the "Common Stock"), and 100,000 shares
of Preferred Stock, par value $1.00 per share (the "Preferred Stock"), issuable
from time to time in series with such designations, preferences and rights as
are determined by the Board of Directors of the Company (the "Board of
Directors"). At June 30, 1994, there were outstanding 1,099 shares of Common
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Stock and 14,587.3798 shares of Preferred Stock, of which 8,000 consisted of
Flex APS, 2,856.7719 consisted of Series A Preferred Stock, 1,730.0617 consisted
of Series B Preferred Stock and 2,000.5462 consisted of Series C Preferred
Stock. In November 1993, the Board of Directors authorized the issuance of up to
84,899.5 shares of Preferred Stock in series and authorized the Certificate of
Designations Committee of the Board of Directors (the "Committee") to establish
and designate series and to fix the number of shares and the relative rights,
preferences and limitations of the respective series of Preferred Stock (except
for the voting rights and the aggregate liquidation preference of the Preferred
Stock which the Board of Directors has fixed).
GENERAL
The Certificate of Designations of Series D Preferred Stock to be adopted
by the Committee will designate not less than 2,000 shares of the Preferred
Stock as Series D Cumulative Preferred Stock. When issued, the Series D
Preferred Stock will be fully paid and nonassessable. The holders of the Series
D Preferred Stock have no preemptive rights with respect to any shares of
capital stock of the Company or any other securities of the Company convertible
into or carrying rights or options to purchase any such shares. The Series D
Preferred Stock is not subject to any sinking fund or other obligation of the
Company to redeem or retire the Series D Preferred Stock. Payment of dividends
on or the liquidation preference of the Series D Preferred Stock is not
guaranteed by Ford or any other affiliate of the Company. The Company will issue
Depositary Shares each representing 1/4,000 of a share of Series D Preferred
Stock. Application has been made to list the Depositary Shares representing the
shares of Series D Preferred Stock on the NYSE. The Company does not expect that
there will be any public trading market for the Series D Preferred Stock except
as represented by the Depositary Shares.
DIVIDENDS
Holders of shares of Series D Preferred Stock are entitled to receive,
when, as and if declared by the Board of Directors out of funds of the Company
legally available for payment, cumulative cash dividends at the rate per annum
of 8.10% per share on the liquidation preference thereof or $2.025 per 1/4,000
of a share of Series D Preferred Stock. Dividends on the Series D Preferred
Stock will be payable quarterly, when, as and if declared by the Board of
Directors, on the first business day of March, June, September and December of
each year, commencing December 1, 1994, at such annual rate. Each such dividend
will be payable in arrears to holders of record as they appear on the stock
records of the Company at the close of business on such record dates, not
exceeding 60 days preceding the payment dates thereof, as shall be fixed by the
Board of Directors. Dividends will accrue from the first date on which any
shares of Series D Preferred Stock are issued. Dividends will be cumulative from
such date, whether or not in any dividend period or periods there shall be funds
of the Company legally available for the payment of such dividends.
Accumulations of dividends on shares of Series D Preferred Stock will not bear
interest. Dividends payable on the Series D Preferred Stock for any period
greater or less than a full dividend period will be computed on the basis of a
360-day year consisting of twelve 30-day months. Dividends payable on the Series
D Preferred Stock for each full dividend period will be computed by dividing the
annual dividend rate by four.
So long as any shares of Series D Preferred Stock are outstanding, the
Company may not declare, pay or set apart for payment any dividend (other than a
dividend in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Common Stock or Junior Stock (as defined below)) or other
distribution in respect of its Common Stock or any other stock of the Company
ranking junior to the shares of Series D Preferred Stock as to dividends or upon
liquidation ("Junior Stock"), or call for redemption, redeem, purchase or
otherwise acquire for consideration any shares of its Common Stock or Junior
Stock (except by conversion into or exchange for other shares of Common Stock or
Junior Stock) unless full cumulative dividends on all shares of Series D
Preferred Stock for all past dividend periods shall have been declared and paid
(or declared and a sum sufficient for the payment of the dividends set apart for
payment). No
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dividends may be declared or paid or set apart for payment on any shares of
Series D Preferred Stock unless full cumulative dividends have been or
contemporaneously are declared and paid on each of the shares of Series D
Preferred Stock and other Preferred Stock (including the Flex APS, the Series A
Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock)
ranking on a parity as to dividends with the Series D Preferred Stock ("Parity
Preferred") through the most recent applicable dividend payment date for such
shares. In addition, the Company may not purchase or otherwise acquire any
shares of Series D Preferred Stock during any period when dividend payments on
any outstanding shares of Series D Preferred Stock or Parity Preferred are in
arrears.
RIGHTS ON LIQUIDATION OR CASH MERGER
Upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of the Series D Preferred Stock are
entitled to receive, out of assets of the Company available for distribution to
stockholders after satisfying claims of creditors but before any payment or
distribution of assets is made to holders of the Common Stock or another stock
of the Company ranking junior to the Series D Preferred Stock upon liquidation
("Junior Liquidation Stock"), a liquidating distribution in the amount of $25.00
per 1/4,000 of a share of Series D Preferred Stock, plus an amount per share of
Series D Preferred Stock equal to accumulated and unpaid dividends thereon
(whether or not declared) to and including the date of final dissolution. If
upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the assets of the Company available for distribution
to the holders of the Series D Preferred Stock and any other Preferred Stock
ranking, upon liquidation, on a parity with the Series D Preferred Stock
(including the Flex APS, the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock) are insufficient to pay the full amount
of the liquidating distribution to which they are entitled, then the holders of
the Series D Preferred Stock and such other Preferred Stock will share ratably
in any such distribution. Unless and until payment in full has been made to the
holders of the Series D Preferred Stock of the liquidating distributions to
which they are entitled, no dividends or distributions will be made to the
holders of the Common Stock or Junior Liquidation Stock, no payment or delivery
or commitment to make payment or delivery of any money or assets to an affiliate
of the Company will be made and no purchase, redemption or other acquisition for
any consideration by the Company will be made in respect of the Common Stock or
Junior Liquidation Stock. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of the Series D Preferred
Stock (in their capacities as such holders) will have no right or claim to any
of the remaining assets of the Company.
In any merger or consolidation of the Company with or into any other
corporation (including any affiliated corporation), or any merger or
consolidation of any other corporation (including any affiliated corporation)
with or into the Company, which merger or consolidation by its terms provides
for the payment of only cash to holders of the Series D Preferred Stock, each
holder of Series D Preferred Stock will be entitled to receive an amount equal
to the liquidation preference of the shares of Series D Preferred Stock held by
such holder, plus an amount equal to accumulated and unpaid dividends on such
shares to the date of payment thereof, and no more, in exchange for such shares
of Series D Preferred Stock (a "cash-out merger transaction").
Neither the sale, lease or exchange (for cash, stock, securities or other
consideration) of all or substantially all of the property and assets of the
Company, nor the merger or consolidation of the Company with or into any other
corporation, nor the merger or consolidation of any other corporation with or
into the Company, shall be deemed to be a dissolution, liquidation or winding
up, voluntary or involuntary; provided, however, that a cash-out merger
transaction will be deemed to be a liquidation of the Company solely for
purposes of determining the rights of the holders of Series D Preferred Stock in
respect of such cash-out merger transaction.
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<PAGE> 9
VOTING RIGHTS
Election of Directors. Holders of record of the Series D Preferred Stock
and Voting Preferred (as defined below) have the right, voting as a single class
together with all Parity Preferred, to elect a number of directors of the
Company (the "Regular Preferred Directors") which is equal to the smallest whole
number that is not less than 25% of the directors of the Company. Holders of all
such stock will vote in such elections on the basis of one vote per $100,000
liquidation preference and not cumulatively and the holder or holders of
one-third of the shares of such stock then outstanding, present in person or by
proxy, will constitute a quorum for the election of directors by them.
Other Matters. On all matters other than the election of directors as to
which stockholders generally have a vote, each share of Series D Preferred Stock
and Voting Preferred will be entitled to such number of votes as determined
below and each share of Common Stock will be entitled to one vote. The shares of
Series D Preferred Stock will vote together as a single class with all shares of
Common Stock and all other shares of Preferred Stock (including the Flex APS,
the Series A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock) having the same voting rights as conferred upon the Series D
Preferred Stock in the Certificate of Designations as described in this
paragraph and the next preceding paragraph (the "Voting Preferred"). Holders of
the Series D Preferred Stock and Voting Preferred will be entitled to the number
of votes determined pursuant to the following formula per $100,000 liquidation
preference:
X = [(Y divided by .75) minus Y] divided by Z
X: number of votes per share of Series D Preferred Stock and Voting
Preferred per $100,000 liquidation preference.
Y: number of shares of outstanding Common Stock on the applicable record
date.
Z: amount equal to (I) number of shares of outstanding Series D Preferred
Stock on the applicable record date plus (II) sum of the liquidation
preference of all outstanding Voting Preferred on the applicable record
date divided by 100,000.
The Company will mail or cause its agent to mail to registered holders of the
Series D Preferred Stock notice of any meeting of stockholders not less than 20
days nor more than 60 days prior to the date fixed for such meeting.
Based on the current number of directors on the Board of Directors of the
Company, the holders of the Series D Preferred Stock, Voting Preferred and
Parity Preferred will be entitled to nominate and elect two directors, and
assuming 2,000 shares of the Series D Preferred Stock are issued and outstanding
and based on the number of outstanding shares of Common Stock, Flex APS, Series
A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as of
June 30, 1994, each share of Series D Preferred Stock (and each share of Flex
APS, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock) will be entitled to 0.0220851 votes on matters other than elections of
directors as to which stockholders generally have a vote.
Right to Elect Two Additional Directors. In addition, during any period
(referred to herein as a "Default Period") when dividend payments on any shares
of Series D Preferred Stock or Parity Preferred for such number of dividend
periods or portions thereof (or the equivalent thereof in the case of Parity
Preferred), which in the aggregate contain at least 540 days, shall not have
been paid or declared and a sum sufficient for the payment thereof set aside for
payment, then in any such case the number of directors of the Company will
automatically be increased by two additional directors and the holders of record
of the Series D Preferred Stock and Parity Preferred will possess full voting
powers (to the exclusion of the holders of all other series and classes of
capital stock of the Company), voting as a single class, to elect such two
directors (the "Special Preferred Directors").
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The Default Period and voting rights created by the occurrence of the
circumstances described in the next preceding paragraph will continue unless and
until all accumulated and unpaid dividends on the then outstanding Series D
Preferred Stock and Parity Preferred shall have been paid or sufficient funds
for the payment thereof shall have been set apart, at which time the voting
rights described in the next preceding paragraph will cease, subject always,
however, to the revesting of such voting power in the holders of the Series D
Preferred Stock and Parity Preferred upon the further occurrence of any of the
circumstances described in the next preceding paragraph.
Within five days following the accrual of any right of the holders of the
Series D Preferred Stock and Parity Preferred to elect directors upon the
occurrence of a Default Period as described above, the Company will mail or
cause to be mailed to the holders of the Series D Preferred Stock and Parity
Preferred notice of a special meeting of stockholders for a date not less than
20 days nor more than 60 days after the date of such notice. If the Company does
not mail or cause to be mailed notice of such meeting as provided in the next
preceding sentence, a meeting may be called by any holder of Series D Preferred
Stock or Parity Preferred. The date on which such right accrued will be the
record date for determining the holders of stock entitled to notice of and to
vote at the special meeting. Holders of all such stock will vote in such
elections on the basis of one vote per $100,000 liquidation preference and not
cumulatively, and the holder or holders of one-third of the shares of such stock
then outstanding, present in person or by proxy, will constitute a quorum for
the election of directors by them. At any such meeting or adjournment thereof in
the absence of a quorum, a majority of the holders of such stock present in
person or by proxy will have the power to adjourn the meeting for the election
of directors without notice, other than an announcement at the meeting, until a
quorum is present.
The term of office of all persons who are directors of the Company at the
time of such meeting will continue, notwithstanding the election of Special
Preferred Directors at such meeting by the holders of the Series D Preferred
Stock and Parity Preferred. The Regular Preferred Directors and the Special
Preferred Directors, together with the incumbent directors elected by the
holders of the Common Stock, will constitute the duly elected directors of the
Company.
Simultaneously with the expiration of the Default Period, the term of
office of the Special Preferred Directors elected by the holders of the Series D
Preferred Stock and Parity Preferred at the special meeting referred to above
will terminate, the number of directors of the Company will automatically be
decreased by two, only the Regular Preferred Directors and the incumbent
directors otherwise elected by the holders of the Common Stock will constitute
the duly elected directors of the Company, and the right of the holders of the
Series D Preferred Stock and Parity Preferred to elect directors during a
Default Period as provided above will cease.
Removal of Directors. Except as provided in the next preceding paragraph,
Regular Preferred Directors and Special Preferred Directors will (subject to the
provisions of any applicable law) be subject to removal only by the vote of the
holders of a majority of the outstanding shares of Series D Preferred Stock,
Voting Preferred and Parity Preferred in the case of Regular Preferred Directors
and a majority of the outstanding shares of Series D Preferred Stock and Parity
Preferred in the case of Special Preferred Directors, in each case, voting
together as a single class. Any vacancy in the Board of Directors occurring by
reason of such removal or otherwise may be filled by vote of a majority of the
outstanding shares of Series D Preferred Stock, Voting Preferred and Parity
Preferred in respect of any Regular Preferred Director and by a vote of a
majority of the outstanding shares of Series D Preferred Stock and Parity
Preferred in respect of any Special Preferred Director, in each case, voting
together as a single class, in person or by proxy at a special meeting of
stockholders called and held in accordance with the provisions set forth above,
and, if not so filled, such vacancy will (subject to the provisions of any
applicable law) be filled by a vote of a majority of the remaining Regular
Preferred Directors and any Special Preferred Directors.
Right to Vote in Certain Events. Without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of Series D Preferred
Stock voting in person or by proxy at a special
S-10
<PAGE> 11
meeting for the purpose, or the unanimous written consent of the holders of the
outstanding shares of Series D Preferred Stock acting without such a meeting
(subject to the provisions of any applicable law), the Company may not amend,
alter or repeal any provisions of the Certificate of Designations or the
Certificate of Incorporation so as to affect adversely the preferences, special
rights or powers of the shares of Series D Preferred Stock. Any increase in the
authorized number of any series of capital stock ranking on a parity with the
Series D Preferred Stock with respect to the payment of dividends or the
distribution of assets, or creation, authorization or issuance of any securities
convertible into, or warrants, options or similar rights to purchase, acquire or
receive, shares of such capital stock or reclassification of any authorized
capital stock of the Company into any share ranking on a parity with the Series
D Preferred Stock with respect to the payment of dividends or the distribution
of assets shall be deemed not to affect adversely the preferences, special
rights or powers of the shares of Series D Preferred Stock.
In addition, without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series D Preferred Stock and Parity
Preferred, voting together as a single class, in person or by proxy at a special
meeting for the purpose, or the unanimous written consent of the holders of the
outstanding shares of Series D Preferred Stock and Parity Preferred acting
without such a meeting (subject to the provisions of any applicable law), the
Company may not create, authorize or issue shares of any class or series of
capital stock ranking senior to the shares of Series D Preferred Stock and
Parity Preferred with respect to the payment of dividends or the distribution of
assets, or create, authorize or issue any securities convertible into, or
warrants, options or similar rights to purchase, acquire or receive, shares of
capital stock ranking senior to the shares of Series D Preferred Stock and
Parity Preferred with respect to the payment of dividends or the distribution of
assets or reclassify any authorized capital stock of the Company into any shares
ranking senior to the shares of Series D Preferred Stock and Parity Preferred
with respect to the payment of dividends or the distribution of assets.
Without the affirmative vote of the holders of a majority of the
outstanding shares of Series D Preferred Stock, Voting Preferred and Parity
Preferred, voting together as a single class, in person or by proxy at a special
meeting for the purpose, or the unanimous written consent of the holders of the
outstanding shares of Series D Preferred Stock, Voting Preferred and Parity
Preferred acting without such a meeting (subject to the provisions of any
applicable law), the Company may not sell, lease or convey all or substantially
all of the assets of the Company, or consolidate or merge with or into any other
corporation unless, in the case of a consolidation or merger, each holder of
shares of Series D Preferred Stock, Voting Preferred and Parity Preferred shall
receive, upon such consolidation or merger, an amount in cash equal to the
liquidation preference, premium, if any, and accumulated and unpaid dividends
through the date of payment of such shares of Series D Preferred Stock, Voting
Preferred and Parity Preferred in exchange for such shares of Series D Preferred
Stock, Voting Preferred and Parity Preferred. As discussed under "Rights on
Liquidation or Cash Merger" above, a cash-out merger transaction shall be deemed
to be a liquidation solely for purposes of determining the rights of the holders
of the Series D Preferred Stock in respect of such cash-out merger transaction.
No Right to Vote in Certain Events. With respect to any right of the
holders of shares of Series D Preferred Stock to vote on any matter, whether
such right is created by the Certificate of Designations, by applicable law or
otherwise, no holder of any share of Series D Preferred Stock will be entitled
to vote and no share of Series D Preferred Stock will be deemed to be
outstanding for the purpose of voting or determining the number of shares
required to constitute a quorum, if prior to or concurrently with a
determination of shares entitled to vote or of shares deemed outstanding for
quorum purposes, as the case may be, such share is held beneficially or of
record by the Company or any affiliate of the Company.
S-11
<PAGE> 12
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
The Company will issue receipts ("Depositary Receipts") for Depositary
Shares, each of which will represent 1/4,000 of a share of Series D Preferred
Stock. The shares of Series D Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") among the
Company, Chemical Bank (the "Depositary") and the holders from time to time of
the Depositary Receipts. Subject to the terms of the Deposit Agreement, each
owner of a Depositary Share will be entitled, in proportion to the applicable
fraction of a share of Preferred Stock represented by such Depositary Share, to
all the rights and preferences of the Series D Preferred Stock represented
thereby (including dividend, voting and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Immediately following the issuance and
delivery of the Series D Preferred Stock by the Company to the Depositary, the
Company will cause the Depositary to issue, on behalf of the Company, the
Depositary Shares to the Underwriters. Copies of the Deposit Agreement and form
of Depositary Receipt may be obtained from the Company upon request, and the
following summary is qualified in its entirety by reference thereto.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all dividends or other cash distributions
received in respect of the Series D Preferred Stock to the record holders of
Depositary Shares in proportion to the number of such Depositary Shares owned by
such holders, subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to
the Depositary; provided, however, that in case the Company or the Depositary
withholds from any cash dividend or other cash distribution in respect of the
Series D Preferred Stock represented by the Depositary Receipts held by any
holder an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares represented by such Depositary
Receipts subject to such withholding will be reduced accordingly.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to
the Depositary, unless the Depositary determines that it is not feasible to make
such distribution, in which case the Depositary may, with the approval of the
Company, sell such property and distribute the net proceeds from such sale to
such holders or adopt such method as it deems equitable or practicable for the
purpose of effecting such distribution.
WITHDRAWAL OF STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary, presently located at 450 West 33rd Street, 15th Floor, New York,
New York 10001, the holder of the Depositary Shares evidenced thereby is
entitled to delivery at such office to or upon his order, of the number of whole
shares of the Series D Preferred Stock and any money or other property
represented by such Depositary Shares. Holders of Depositary Shares will be
entitled to receive whole shares of the Series D Preferred Stock on the basis of
one share of Series D Preferred Stock for each 4,000 Depositary Shares, but
holders of such whole shares of Series D Preferred Stock will not thereafter be
entitled to receive Depositary Shares therefor. If the Depositary Receipts
delivered by the holder evidence a number of Depositary Shares in excess of the
number of Depositary Shares representing the number of whole shares of Series D
Preferred Stock to be withdrawn, the Depositary will deliver to such holder at
the same time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
S-12
<PAGE> 13
VOTING THE SERIES D PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Series D
Preferred Stock are entitled to vote, or upon receipt of any consent to
corporate action without a meeting, the Depositary will mail the information
contained in such notice of meeting or such consent to the record holders of the
Depositary Shares relating to Series D Preferred Stock. Each record holder of
such Depositary Shares on the record date (which will be the same date as the
record date for the Series D Preferred Stock) will be entitled to instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of
Series D Preferred Stock represented by such holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote or to give or to
withhold consent with respect to the amount of Series D Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
the Company will agree to take all reasonable action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of Series D Preferred Stock to the
extent it does not receive specific instructions from the holders of Depositary
Shares representing Series D Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may be amended at any time by agreement
between the Company and the Depositary. However, any amendment which materially
and adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the Depositary Shares then outstanding.
The Deposit Agreement may be terminated by the Company upon not less than
60 days' notice whereupon the Depositary shall deliver or make available to each
holder of Depositary Receipts, upon surrender of the Depositary Receipts held by
such holder, such number of whole or fractional shares of Series D Preferred
Stock represented by such receipts. The Deposit Agreement will automatically
terminate if (i) there has been a final distribution in respect of the Series D
Preferred Stock in connection with any liquidation, dissolution or winding up of
the Company and such distribution has been distributed to the holders of
Depositary Receipts or (ii) each share of Series D Preferred Stock shall have
been exchanged for cash in a cash-out merger transaction.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay the fees and expenses of the Depositary in connection with the
performance of its duties under the Deposit Agreement. Holders of Depositary
Receipts will pay transfer and other taxes and governmental charges and such
other charges as are expressly provided in the Deposit Agreement to be for their
accounts.
MISCELLANEOUS
The Depositary will furnish to holders of Depositary Shares any reports and
communications from the Company which are received by the Depositary.
Neither the Depositary nor the Company will be liable if it is prevented
from or delayed in, by law or any circumstances beyond its control, performing
its obligations under the Deposit Agreement. The obligations of the Company and
the Depositary under the Deposit Agreement will be limited to performing their
duties thereunder without negligence or willful misconduct, and the Company and
the Depositary will not be obligated to prosecute or defend any legal proceeding
in respect of any Depositary Shares or any Series D Preferred Stock unless
satisfactory indemnity is furnished. The Company and the Depositary may rely on
advice of counsel or accountants, or information provided by persons presenting
shares of Series D Preferred Stock for deposit, holders of Depositary Shares or
other persons believed to be authorized or competent and on documents believed
to be genuine.
S-13
<PAGE> 14
In the event the Depositary shall receive conflicting claims, requests or
instructions from any holders of Depositary Receipts, on the one hand, and the
Company, on the other hand, the Depositary shall be entitled to act on such
claims, requests or instructions received from the Company.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary, which successor Depositary must be appointed within 60
days after delivery of the notice of resignation or removal and must be a bank
or trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
TAXATION
Owners of the Depositary Shares will be 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.
In the opinion of tax counsel to the Company, dividends paid by the Company
on the Series D Preferred Stock, and any such dividends distributed to holders
of the Depositary Shares, will for federal income tax purposes be distributions
made by a corporation to a shareholder with respect to its stock within the
meaning of Section 301(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and, to the extent paid out of earnings and profits, such distributions
will constitute "dividends" within the meaning of Section 316(a) of the Code as
to which a corporate shareholder will be entitled to the dividends received
deduction under Section 243(a)(1) of the Code as presently in effect; provided
that such corporate shareholder satisfies the minimum holding period requirement
and any other requirement that a corporate shareholder must satisfy in order to
claim the dividends received deduction and provided that neither the Series D
Preferred Stock nor the Depositary Shares are "debt financed portfolio stock"
within the meaning of Section 246A of the Code.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement and the
Pricing Agreement relating to the Depositary Shares, the Company has agreed to
sell to each of the Underwriters named below (the "Underwriters") and each of
the Underwriters, for whom Goldman, Sachs & Co., Lehman Brothers Inc., Bear,
Stearns & Co. Inc., Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc.,
PaineWebber Incorporated and Smith Barney Inc. are acting as representatives
(the "Representatives"), has severally agreed to purchase from the Company, the
respective number of Depositary Shares set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS DEPOSITARY SHARES
---------------------------------------------------------------- -----------------
<S> <C>
Goldman, Sachs & Co. ........................................... 800,000
Lehman Brothers Inc............................................. 800,000
Bear, Stearns & Co. Inc......................................... 800,000
Dean Witter Reynolds Inc. ...................................... 800,000
A.G. Edwards & Sons, Inc........................................ 800,000
PaineWebber Incorporated........................................ 800,000
Smith Barney Inc. .............................................. 800,000
Advest, Inc..................................................... 22,500
Arthurs, Lestrange & Company Incorporated....................... 22,500
Robert W. Baird & Co. Incorporated.............................. 22,500
</TABLE>
S-14
<PAGE> 15
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS DEPOSITARY SHARES
---------------------------------------------------------------- -----------------
<S> <C>
Sanford C. Bernstein & Co., Inc. ............................... 22,500
William Blair & Company......................................... 22,500
J.C. Bradford & Co. ............................................ 22,500
Alex. Brown & Sons Incorporated................................. 110,000
CS First Boston Corporation..................................... 110,000
JW Charles Securities, Inc...................................... 22,500
Commerzbank Capital Markets Corporation......................... 22,500
Cowen & Company................................................. 22,500
Craigie Incorporated............................................ 22,500
Crowell, Weedon & Co............................................ 22,500
Dain Bosworth Incorporated...................................... 22,500
Daniels & Bell, Inc. ........................................... 22,500
Davenport & Co. of Virginia, Inc. .............................. 22,500
Dillon, Read & Co. Inc. ........................................ 110,000
Doft & Co., Inc. ............................................... 22,500
Donaldson, Lufkin & Jenrette Securities Corporation............. 110,000
Fahnestock & Co. Inc. .......................................... 22,500
Ferris, Baker Watts, Incorporated............................... 22,500
First Albany Corporation........................................ 22,500
First of Michigan Corporation................................... 22,500
Furman Selz Incorporated........................................ 22,500
Gruntal & Co., Incorporated..................................... 22,500
Interstate/Johnson Lane Corporation............................. 22,500
Janney Montgomery Scott Inc. ................................... 22,500
Edward D. Jones & Co............................................ 22,500
Josephthal Lyon & Ross Incorporated............................. 22,500
Kemper Securities, Inc. ........................................ 110,000
Kidder, Peabody & Co. Incorporated.............................. 110,000
Legg Mason Wood Walker Incorporated............................. 22,500
McDonald & Company Securities, Inc. ............................ 22,500
McGinn, Smith & Co., Inc. ...................................... 22,500
Morgan Keegan & Company, Inc.................................... 22,500
J.P. Morgan Securities Inc. .................................... 110,000
Morgan Stanley & Co. Incorporated............................... 110,000
Nomura Securities International, Inc............................ 22,500
The Ohio Company................................................ 22,500
Olde Discount Corporation....................................... 22,500
Oppenheimer & Co., Inc.......................................... 110,000
Piper Jaffray Inc............................................... 22,500
Prudential Securities Incorporated.............................. 110,000
Pryor, McClendon, Counts & Co., Inc. ........................... 22,500
Samuel A. Ramirez & Co., Inc. .................................. 22,500
Rauscher Pierce Refsnes, Inc. .................................. 22,500
Raymond James & Associates, Inc................................. 22,500
The Robinson-Humphrey Company, Inc. ............................ 22,500
Rodman & Renshaw, Inc. ......................................... 22,500
Roney & Co. .................................................... 22,500
Salomon Brothers Inc............................................ 110,000
Scott & Stringfellow, Inc. ..................................... 22,500
Muriel Siebert & Co., Inc. ..................................... 22,500
Stephens Inc.................................................... 22,500
</TABLE>
S-15
<PAGE> 16
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS DEPOSITARY SHARES
---------------------------------------------------------------- -----------------
<S> <C>
Stifel, Nicolaus & Company, Incorporated........................ 22,500
Sutro & Co. Incorporated........................................ 22,500
Tucker Anthony Incorporated..................................... 22,500
Wertheim Schroder & Co. Incorporated............................ 110,000
Wheat, First Securities, Inc. .................................. 22,500
Yamaichi International (America), Inc. ......................... 22,500
-----------------
Total...................................................... 8,000,000
=================
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Depositary Shares
offered hereby, if any are taken.
The Underwriters propose to offer the Depositary Shares in part directly to
the public at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession not in excess of $.50 per share. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of $.25 per
share to certain brokers and dealers. After the Depositary Shares are released
for sale to the public, the offering price and other selling terms may from time
to time be varied by the Representatives.
The Company has agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Preferred Stock or depositary shares representing the
same or any rights to purchase or other securities convertible into or any
securities of the Company substantially similar to any such shares for a period
of 90 days from the date of this Prospectus Supplement without the prior written
consent of the Representatives, except for (i) the shares offered in connection
with the sale of Series D Preferred Stock and the Depositary Shares or (ii)
shares of Preferred Stock of the Company or depositary shares representing the
same offered pursuant to any dividend reinvestment program.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.
S-16
<PAGE> 17
FORD HOLDINGS, INC.
2,000 SHARES -- PREFERRED STOCK, ISSUABLE IN SERIES
(LIQUIDATION PREFERENCE -- $100,000 PER SHARE)
-------------------------
Ford Holdings, Inc. (the "Company") from time to time may issue in one or
more series Preferred Stock (as defined herein) on terms to be determined at
time of sale. The accompanying Prospectus Supplement (the "Prospectus
Supplement") sets forth specifically with regard to the series of Preferred
Stock in respect of which this Prospectus is being delivered:
- the specific designation;
- the aggregate number of shares offered;
- the dividend rate or method of calculation thereof;
- the dividend periods or the method of calculation thereof;
- the application of any auction and/or remarketing procedures;
- any other specific terms of such series;
- whether the shares of such series will be represented by Depositary
Shares; and
- any underwriter or agent, if any, for the Preferred Stock being offered
and its compensation.
The Preferred Stock may be sold by the Company directly to purchasers,
through agents designated from time to time, through underwriting syndicates led
by one or more managing underwriters or through one or more underwriters acting
alone. If the Company, directly or through agents, solicits offers to purchase
the Preferred Stock, the Company reserves the sole right to accept and, together
with its agents, to reject in whole or part, any proposed purchase of Preferred
Stock. See "Plan of Distribution".
If any agent of the Company, or any underwriter, is involved in the sale of
the Preferred Stock offered hereby, the name of such agent or underwriter and
any applicable commissions or discounts will be set forth in, or may be
calculated from, the Prospectus Supplement, and the net proceeds to the Company
from such sale will be the purchase price of such Preferred Stock less such
commissions or discounts and the other attributable issuance and distribution
expenses. The aggregate net proceeds to the Company from the sale of all the
Preferred Stock will be the public offering or purchase price of the Preferred
Stock sold less the aggregate of such commissions and discounts and other
expenses of issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for agents or underwriters.
This Prospectus may not be used to consummate sales of Preferred Stock
unless accompanied by a Prospectus Supplement.
-------------------------
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 August 3, 1994
<PAGE> 18
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 Registration Statements 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 Statements 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") and the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994 (the "1994 10-Q Reports") filed
pursuant to Section 13 of the Exchange Act.
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 the accompanying
Prospectus Supplement 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 or 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: 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.
-------------------------
2
<PAGE> 19
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 Associates"), The American
Road Insurance Company and its subsidiaries ("American Road"), USL Capital
Corporation and its subsidiaries ("USL Capital"), 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 ("Ford Credit"), a wholly owned subsidiary of Ford,
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.
The Associates, formerly a subsidiary of Paramount Communications Inc., was
acquired by the Company on October 31, 1989. The Associates' primary business
activities are consumer finance, commercial finance and insurance underwriting.
The Associates conducts its operations primarily through its principal operating
subsidiary, Associates Corporation of North America ("ACONA").
American Road is principally engaged in underwriting insurance with respect
to coverages for physical damage on vehicles financed through Ford Credit,
credit life and credit disability insurance in connection with retail vehicle
financing and extended service plan products covering vehicle repairs on retail
contracts. In addition, Ford Life Insurance Company, a wholly owned subsidiary
of American Road, offers single premium deferred annuities.
The principal business of USL Capital is the leasing and financing of
office and other business and commercial equipment, the leasing and management
of rail cars and commercial auto fleets, the leasing and financing of commercial
aircraft and industrial and energy facilities, and equipment financing for state
and local governments.
Ford Land's principal business is real estate development and Ford
Leasing's principal business is the leasing of dealership facilities to
franchised Ford vehicle dealers.
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,
directly or indirectly, by Ford. The balance of the capital stock, consisting of
shares of Flexible Rate Auction Preferred Stock (Exchange) ("Flex APS"), Series
A Cumulative Preferred Stock ("Series A Preferred Stock"), Series B Cumulative
Preferred Stock ("Series B Preferred Stock") and Series C Cumulative Preferred
Stock ("Series C 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.
The Company intends to pay dividends on the 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 ACONA 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 offices of the Company is located at The American
Road, Dearborn, Michigan 48121, and its telephone number is (313) 322-3000.
3
<PAGE> 20
SELECTED FINANCIAL DATA OF THE COMPANY AND SUBSIDIARIES
The following table sets forth selected consolidated financial information
regarding the operating results and financial position of the Company and its
subsidiaries. The amounts shown for the years ended or at December 31, 1989
through 1993 and for the six months ended or at June 30, 1994 and 1993 represent
the consolidated operating results and financial position of the subsidiaries of
the Company then owned, directly or indirectly, by Ford. The reorganizations of
these subsidiaries, which occurred in October 1989, have been accounted for at
historical cost in a manner similar to a pooling-of-interests combination. This
table includes The Associates' results for the two-month period ended December
31, 1989 and for the entirety of all subsequent periods. The unaudited pro forma
adjustments for 1989 reflect the estimated interest expense, net of related
income taxes, that the Company would have incurred on the zero coupon note
issued in connection with the transfer from Ford to the Company of USL Capital's
domestic operations as if such transfer had occurred on November 1, 1987, the
date USL Capital was acquired by Ford. The unaudited pro forma net income for
1989 does not purport to represent what the Company's net income actually would
have been had the zero coupon note in fact been issued on November 1, 1987.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
OR AT JUNE 30 YEARS ENDED OR AT DECEMBER 31
-------------------- --------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME
INFORMATION
Total revenue.............................. $ 2,766 $ 2,560 $ 5,292 $ 4,817 $ 4,814 $ 4,361 $ 2,018
Interest expense........................... 927 862 1,751 1,658 1,718 1,563 383
Insurance claims........................... 217 262 498 567 664 672 530
Other expenses............................. 1,187 1,072 2,212 2,004 1,840 1,670 819
-------- -------- -------- -------- -------- -------- --------
Income before income taxes and cumulative
effects of changes in accounting
principles............................... 435 364 831 588 592 456 286
Provision for income taxes and minority
interest................................. 160 137 320 231 208 186 88
-------- -------- -------- -------- -------- -------- --------
Net income before cumulative effects of
changes in accounting principles......... 275 227 511 357 384 270 198
Cumulative effects of changes in accounting
principles............................... -- -- -- 26 -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income................................. $ 275 $ 227 $ 511 $ 383 $ 384 $ 270 $ 198
======= ======= ======= ======= ======= =======
Pro forma adjustments (Unaudited):
Interest on zero coupon note............... 25
Related taxes.............................. 8
--------
Pro forma net income (Unaudited)........... $ 181
=======
Dividends paid on preferred stock.......... $ 45 $ 33 $ 73 $ 48 $ 48 $ 59 $ 2
CONSOLIDATED BALANCE SHEET INFORMATION
Cash and securities........................ $ 5,295 $ 4,628 $ 5,100 $ 3,659 $ 2,981 $ 3,016 $ 3,110
Finance receivables, net................... 26,207 22,313 24,568 20,750 18,362 13,465 11,461
Investments in leases, net................. 5,692 5,011 5,415 4,607 3,718 3,161 2,929
Total assets............................... 40,643 35,311 38,599 32,731 28,780 23,564 21,757
Unearned insurance premiums................ 871 868 865 936 1,190 1,529 1,820
Debt....................................... 31,317 27,304 29,570 25,767 22,930 18,215 16,077
Stockholders' equity....................... 4,400 3,867 4,291 3,498 2,897 2,289 2,103
</TABLE>
4
<PAGE> 21
FINANCIAL REVIEW
OVERVIEW
The Company's net income in the second quarter of 1994 was $135 million, up
$26 million from the $109 million earned in the second quarter of 1993. The
increase resulted primarily from improved earnings at The Associates, USL
Capital and Ford Land, offset partially by lower earnings at American Road.
The Company's net income in the first half of 1994 was $275 million, up $48
million from the $227 million earned in the first half of 1993. The increase
resulted primarily from improved earnings at The Associates, USL Capital and
Ford Land, offset by lower earnings at American Road.
Consolidated results reflect the acquisition-related costs of purchasing
The Associates, including interest expense, goodwill, and adjustments to record
the fair value of net assets acquired. These adjustments will vary over time as
the acquired assets and liabilities liquidate.
RESULTS OF OPERATIONS
SECOND QUARTER 1994 COMPARED WITH SECOND QUARTER 1993
The Associates earned $121 million in the second quarter of 1994, compared
with $111 million a year ago. The increase reflected higher levels of earning
assets and improved net interest margins.
USL Capital earned $27 million in the second quarter of 1994, compared with
$20 million a year ago. The improvement resulted primarily from higher earning
assets, lower operating costs and improved net interest margins.
American Road earned $13 million in the second quarter of 1994, compared
with $16 million in the same period in 1993. The decrease resulted primarily
from reduced investment income, partially offset by improved extended service
plan results and higher income on annuity contracts. Premiums written by
American Road were $85 million in the second quarter of 1994, compared with $83
million a year ago.
Ford Land earned $7 million in the second quarter of 1994, up $7 million
from the same period in 1993. The improvement resulted primarily from a gain on
sale of real estate development property.
FIRST HALF 1994 COMPARED WITH FIRST HALF 1993
The Associates earned $249 million in the first half of 1994, compared with
$222 million a year ago. The improvement reflected primarily the same factors as
those described in the discussion of second quarter results of operations.
USL Capital's net income in the first half of 1994 was $48 million,
compared with $37 million a year ago. The improvement resulted primarily from
higher earning assets and lower operating costs.
American Road earned $30 million in the first half of 1994, compared with
$39 million a year ago. The decrease resulted primarily from reduced investment
income, partially offset by improved underwriting experience in extended service
plan, floor plan and dealer plan products. Premiums written by American Road
were $159 million in the first half of 1994, compared with $145 million a year
ago.
Ford Land earned $9 million in the first half of 1994, compared with a loss
of $2 million in the same period in 1993. The improvement resulted primarily
from a gain on sale of real estate development property.
LIQUIDITY AND CAPITAL RESOURCES
During the first half of 1994, the Company's cash and investments in
securities increased by $195 million to $5.3 billion. Net receivables and lease
investments increased by $2 billion to $32.9
5
<PAGE> 22
billion, reflecting continued growth in earning assets at The Associates. Total
debt increased by $1.7 billion to $31.3 billion, resulting from higher debt
levels required to finance growth in earning assets at The Associates.
At June 30, 1994, the Company had approximately $9.8 billion of support
facilities, all of which were contractually committed; less than 2% of these
facilities were in use at that date.
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>
SIX MONTHS ENDED
JUNE 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" represent earnings before income taxes
and cumulative effects of changes in accounting principles, plus fixed charges.
"Combined fixed charges and preferred stock dividends" represent interest
expense, amortization of debt expense and discount or premium relating to any
indebtedness, a portion of rentals representative of an implicit interest factor
for such rentals, 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 dividend requirements based on
the effective income tax rates for the respective periods.
USE OF PROCEEDS
Except as may be otherwise set forth in the Prospectus Supplement
accompanying this Prospectus, it is anticipated that the net proceeds from the
sale of the Preferred Stock will be used for general corporate purposes,
including financing operations of the Company or its subsidiaries. Additional
equity financing, as well as short-term and long-term debt financing, may be
undertaken at such times, and through such means as the Company deems
appropriate.
DESCRIPTION OF PREFERRED STOCK
GENERAL
As of the date of this Prospectus and the Prospectus Supplement
accompanying this Prospectus, except as otherwise set forth in the Prospectus
Supplement, the authorized capital stock of the Company consists of 10,000
shares of Common Stock, par value $1.00 per share ("Common Stock") and 100,000
shares of preferred stock, par value $1.00 per share ("Preferred Stock"),
issuable from time to time in series with such designations, preferences and
rights as are determined by the Board of Directors of the Company (the "Board of
Directors"). At June 30, 1994, there were outstanding 1,099 shares of Common
Stock and 14,587.3798 shares of Preferred Stock, of which 8,000 consisted of
Flex APS, 2,856.7719 consisted of Series A Preferred Stock, 1,730.0617 consisted
of Series B Preferred Stock and 2,000.5462 consisted of Series C Preferred
Stock. In November 1993, the Board of Directors authorized the issuance of up to
84,899.5 shares of Preferred Stock in series and authorized the Certificate of
Designations Committee of the Board of Directors (the "Committee") to establish
and designate series and to fix the number of shares and the relative rights,
preferences and limitations of the respective series of Preferred Stock (except
for the voting rights and liquidation preference of Preferred Stock which the
Board of Directors has fixed). The shares of Preferred Stock offered hereby,
when issued and sold, will be fully paid and nonassessable.
6
<PAGE> 23
The following description of the terms of Preferred Stock sets forth
certain general terms and provisions of the 2,000 shares of Preferred Stock
offered hereby to which any Prospectus Supplement may relate. Certain terms of
any series of Preferred Stock offered hereby and by any Prospectus Supplement
will be described in the Prospectus Supplement relating to such series. If so
indicated in the Prospectus Supplement, the terms of any such series may differ
from the terms set forth below.
The number of shares and all of the terms and conditions of the relative
rights, preferences and limitations of the respective series of Preferred Stock
as established by the Committee will be set forth in the Prospectus Supplement
accompanying this Prospectus relating to the particular series of Preferred
Stock offered thereby. The terms of particular series of Preferred Stock may
differ, among other things, in (1) the number of shares that constitute such
series, (2) the dividend rate (or the method of calculation thereof) on the
shares of such series, (3) the dividend periods or the method of calculation
thereof, (4) whether or not the shares of the series will be subject to auction
and/or remarketing procedures, and (5) the other rights and privileges and any
qualifications, limitations or restrictions of such rights or privileges of such
series.
In addition, as described under "Description of Depositary Shares" below,
the Company, at its option, may elect to offer depositary shares ("Depositary
Shares") evidenced by depositary receipts, each representing a fraction (to be
specified in the Prospectus Supplement relating to the particular series of
Preferred Stock) of a share of the particular series of Preferred Stock issued
and deposited with a depositary, in lieu of offering full shares of such series
of Preferred Stock.
When issued, each series of Preferred Stock will rank on a parity with each
other series of Preferred Stock, the Flex APS, the Series A Preferred Stock, the
Series B Preferred Stock and the Series C Preferred Stock as to dividends and
upon liquidation. Subject to the terms of any issued series of Preferred Stock,
the remaining shares of undesignated Preferred Stock may be issued by the
Company in one or more series, at any time or from time to time, with such
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as the Board of
Directors or any duly authorized committee thereof shall determine, all without
further action of the stockholders, including holders of such series of
Preferred Stock, of the Company.
The transfer agent, dividend disbursing agent and registrar, which may be
the Company, for any series of Preferred Stock will be set forth in the
Prospectus Supplement relating to such series.
The following statements are brief summaries of certain provisions that may
be contained in the Certificate of Designations designating and establishing the
terms of a series of Preferred Stock, do not purport to be complete and are
qualified in their entirety by reference to such Certificate of Designations, a
draft form of which has been filed as an exhibit to the Registration Statement,
and by reference to the Company's Certificate of Incorporation. The resolutions
to be set forth in the Certificate of Designations will be adopted by the Board
of Directors or the Committee prior to the issuance of a series of Preferred
Stock, and such Certificate of Designations will be filed with the Secretary of
State of the State of Delaware as soon thereafter as reasonably practicable. In
the event the Company elects to issue Depositary Shares, each representing a
fraction of a share of a particular series of Preferred Stock, subject to the
terms of the Deposit Agreement (as hereinafter defined), each such Depositary
Share will be entitled, in proportion to the applicable fraction of a share of
Preferred Stock represented by such Depositary Share, to all the rights and
preferences of the Preferred Stock represented thereby (including dividends,
voting, and liquidation rights). See "Description of Depositary Shares".
7
<PAGE> 24
DIVIDENDS
Holders of shares of a series of Preferred Stock will be entitled to
receive, when, as and if declared by the Board of Directors or a duly authorized
committee thereof out of funds of the Company legally available for payment,
cumulative cash dividends at an annual rate set forth in, or determined or
calculated in accordance with the method or formula set forth in, and on the
dates, for the periods and otherwise in the manner set forth in, the Certificate
of Designations of such series of Preferred Stock, all as described in the
Prospectus Supplement relating to such series of Preferred Stock. Unless
otherwise provided in such Certificate of Designations and described in such
Prospectus Supplement, dividends on such series of Preferred Stock will be
payable in arrears to holders of record as they appear on the stock records of
the Company at the close of business on such record dates, not exceeding 60 days
preceding the payment dates thereof, as shall be fixed by the Board of Directors
or the Committee. Unless otherwise provided in such Certificate of Designations
and described in such Prospectus Supplement, dividends will be cumulative from
the date of original issue of such series, whether or not in any dividend period
or periods there shall be funds of the Company legally available for the payment
of such dividends. Accumulations of dividends on shares of any series of
Preferred Stock will not bear interest.
So long as any shares of a series of Preferred Stock are outstanding, the
Company may not declare, pay or set apart for payment any dividend (other than a
dividend in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Common Stock or Junior Stock (as defined below)) or other
distribution in respect of its Common Stock or any other stock of the Company
ranking junior to the shares of such series of Preferred Stock as to dividends
or upon liquidation ("Junior Stock"), or call for redemption, redeem, purchase
or otherwise acquire for consideration any shares of its Common Stock or Junior
Stock (except by conversion into or exchange for other shares of Common Stock or
Junior Stock) unless full cumulative dividends on all shares of such series of
Preferred Stock for all past dividend periods shall have been declared and paid
(or declared and a sum sufficient for the payment of the dividends set apart for
payment). No dividends may be declared or paid or set apart for payment on any
shares of such series of Preferred Stock unless full cumulative dividends have
been or contemporaneously are declared and paid on each of the shares of such
series of Preferred Stock and the shares of all other Preferred Stock (including
the Flex APS, the Series A Preferred Stock, the Series B Preferred Stock and the
Series C Preferred Stock) ranking on a parity as to dividends with such series
of Preferred Stock ("Parity Preferred") through the most recent applicable
dividend payment date for such shares. In addition, the Company may not purchase
or otherwise acquire any shares of such series of Preferred Stock during any
period when dividend payments on any outstanding shares of such series of
Preferred Stock or Parity Preferred are in arrears.
RIGHTS ON LIQUIDATION OR CASH MERGER
Upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of a series of Preferred Stock will be
entitled to receive, out of assets of the Company available for distribution to
stockholders after satisfying claims of creditors but before any payment or
distribution of assets is made to holders of Common Stock or another stock of
the Company ranking junior to such series of Preferred Stock upon liquidation
("Junior Liquidation Stock"), a liquidating distribution in the amount of
$100,000 per share of such series of Preferred Stock, plus an amount per share
equal to accumulated and unpaid dividends thereon (whether or not declared) to
and including the date of final dissolution. If upon the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, the
assets of the Company available for distribution to the holders of such series
of Preferred Stock and all other Preferred Stock (including the Flex APS, the
Series A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock) ranking, upon liquidation, on a parity with such series of
Preferred Stock are insufficient to pay the full amount of the liquidating
distribution to which they are entitled, then the holders of such series of
Preferred Stock and such other Preferred Stock will share ratably in
8
<PAGE> 25
any such distribution. Unless and until payment in full has been made to the
holders of such series of Preferred Stock of the liquidating distributions to
which they are entitled, no dividends or distributions will be made to the
holders of the Common Stock or Junior Liquidation Stock, no payment or delivery
or commitment to make payment or delivery of any money or assets to an affiliate
of the Company will be made and no purchase, redemption or other acquisition for
any consideration by the Company will be made in respect of the Common Stock or
Junior Liquidation Stock. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Preferred Stock (in
their capacities as such holders) will have no right or claim to any of the
remaining assets of the Company.
In any merger or consolidation of the Company with or into any other
corporation (including any affiliated corporation), or any merger or
consolidation of any other corporation (including any affiliated corporation)
with or into the Company, which merger or consolidation by its terms provides
for the payment of only cash to holders of a series of Preferred Stock, each
holder of such series of Preferred Stock will be entitled to receive an amount
equal to the liquidation preference of the shares of Preferred Stock held by
such holder, plus an amount equal to accumulated and unpaid dividends on such
shares to the date of payment thereof, and no more, in exchange for such shares
of Preferred Stock (a "cash-out merger transaction").
Neither the sale, lease or exchange (for cash, stock, securities or other
consideration) of all or substantially all of the property and assets of the
Company, nor the merger or consolidation of the Company with or into any other
corporation, nor the merger or consolidation of any other corporation with or
into the Company, shall be deemed to be a dissolution, liquidation or winding
up, voluntary or involuntary; provided, however, that a cash-out merger
transaction will be deemed to be a liquidation of the Company solely for
purposes of determining the rights of the holders of Preferred Stock in respect
of such cash-out merger transaction.
VOTING RIGHTS
Election of Directors. Holders of record of a series of Preferred Stock and
Voting Preferred (as defined below) will have the right, voting as a single
class together with all Parity Preferred, to elect a number of directors of the
Company (the "Regular Preferred Directors") which is equal to the smallest whole
number that is not less than 25% of the directors of the Company. Holders of all
such stock will vote in such elections on the basis of one vote per $100,000
liquidation preference and not cumulatively and the holder or holders of
one-third of the shares of such stock then outstanding, present in person or by
proxy, will constitute a quorum for the election of directors by them.
Other Matters. On all matters other than the election of directors as to
which stockholders generally have a vote, each share of a series of Preferred
Stock and Voting Preferred will be entitled to such number of votes as
determined below and each share of Common Stock will be entitled to one vote.
The shares of such series of Preferred Stock will vote together as a single
class with all shares of Common Stock and all other shares of Preferred Stock
(including the Flex APS, the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock) having the same voting rights as
conferred upon such series of Preferred Stock in the Certificate of Designations
thereof as described in this paragraph and the next preceding paragraph (the
"Voting Preferred"). Holders of such series of Preferred Stock and Voting
Preferred will be entitled to the number of votes determined pursuant to the
following formula per $100,000 liquidation preference:
X = [(Y divided by .75) minus Y] divided by Z
X: number of votes per share of such series of Preferred Stock and Voting
Preferred per $100,000 liquidation preference.
Y: number of shares of outstanding Common Stock on the applicable record
date.
9
<PAGE> 26
Z: amount equal to (I) number of shares of such series of Preferred Stock
outstanding on the applicable record date plus (II) sum of the
liquidation preference of all outstanding Voting Preferred on the
applicable record date divided by 100,000.
The Company will mail or cause its agent to mail to registered holders of the
Preferred Stock notice of any meeting of stockholders not less than 20 days nor
more than 60 days prior to the date fixed for such meeting.
Based on the current number of directors on the Board of Directors of the
Company, the holders of a series of Preferred Stock, Voting Preferred and Parity
Preferred will be entitled to nominate and elect two directors, and assuming all
of the shares of Preferred Stock offered hereby are issued and outstanding and
based on the number of outstanding shares of Common Stock, Flex APS, Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as of
June 30, 1994, each share of such series of Preferred Stock (and each share of
Flex APS, Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock) will be entitled to 0.0220851 votes on matters other than
elections of directors as to which stockholders generally have a vote.
Right to Elect Two Additional Directors. In addition, during any period
(referred to herein as a "Default Period") when dividend payments on any shares
of a series of Preferred Stock or Parity Preferred for such number of dividend
periods or portions thereof (or the equivalent thereof in the case of Parity
Preferred), which in the aggregate contain at least 540 days, shall not have
been paid or declared and a sum sufficient for the payment thereof set aside for
payment, then in any such case the number of directors of the Company will
automatically be increased by two additional directors and the holders of record
of such series of Preferred Stock and Parity Preferred will possess full voting
powers (to the exclusion of the holders of all other series and classes of
capital stock of the Company), voting as a single class, to elect such two
directors (the "Special Preferred Directors").
The Default Period and voting rights created by the occurrence of the
circumstances described in the next preceding paragraph will continue unless and
until all accumulated and unpaid dividends on such series of Preferred Stock and
Parity Preferred then outstanding shall have been paid or sufficient funds for
the payment thereof shall have been set apart, at which time the voting rights
described in the next preceding paragraph will cease, subject always, however,
to the revesting of such voting power in the holders of such series of Preferred
Stock and Parity Preferred upon the further occurrence of any of the
circumstances described in the next preceding paragraph.
Within five days following the accrual of any right of the holders of a
series of Preferred Stock and Parity Preferred to elect directors upon the
occurrence of a Default Period as described above, the Company will mail or
cause to be mailed to the holders of such series of Preferred Stock and Parity
Preferred notice of a special meeting of stockholders for a date not less than
20 days nor more than 60 days after the date of such notice. If the Company does
not mail or cause to be mailed notice of such meeting as provided in the next
preceding sentence, a meeting may be called by any holder of such series of
Preferred Stock or Parity Preferred. The date on which such right accrued will
be the record date for determining the holders of stock entitled to notice of
and to vote at the special meeting. Holders of all such stock will vote in such
elections on the basis of one vote per $100,000 liquidation preference and not
cumulatively, and the holder or holders of one-third of the shares of such stock
then outstanding, present in person or by proxy, will constitute a quorum for
the election of directors by them. At any such meeting or adjournment thereof in
the absence of a quorum, a majority of the holders of such stock present in
person or by proxy will have the power to adjourn the meeting for the election
of directors without notice, other than an announcement at the meeting, until a
quorum is present.
The term of office of all persons who are directors of the Company at the
time of such meeting will continue, notwithstanding the election of Special
Preferred Directors at such meeting by the holders of such series of Preferred
Stock and Parity Preferred. The Regular Preferred Directors and
10
<PAGE> 27
the Special Preferred Directors, together with the incumbent directors elected
by the holders of the Common Stock, will constitute the duly elected directors
of the Company.
Simultaneously with the expiration of the Default Period, the term of
office of the Special Preferred Directors elected by the holders of such series
of Preferred Stock and Parity Preferred at the special meeting referred to above
will terminate, the number of directors of the Company will automatically be
decreased by two, only the Regular Preferred Directors and the incumbent
directors otherwise elected by the holders of the Common Stock will constitute
the duly elected directors of the Company, and the right of the holders of such
series of Preferred Stock and Parity Preferred to elect directors during a
Default Period as provided above will cease.
Removal of Directors. Except as provided in the next preceding paragraph,
Regular Preferred Directors and Special Preferred Directors will (subject to the
provisions of any applicable law) be subject to removal only by the vote of the
holders of a majority of the outstanding shares of a series of Preferred Stock,
Voting Preferred and Parity Preferred in the case of Regular Preferred Directors
and a majority of the outstanding shares of such series of Preferred Stock and
Parity Preferred in the case of Special Preferred Directors, in each case,
voting together as a single class. Any vacancy in the Board of Directors
occurring by reason of such removal or otherwise may be filled by vote of a
majority of the outstanding shares of such series of Preferred Stock, Voting
Preferred and Parity Preferred in respect of any Regular Preferred Director and
by a vote of a majority of the outstanding shares of such series of Preferred
Stock and Parity Preferred in respect of any Special Preferred Director, in each
case, voting together as a single class, in person or by proxy at a special
meeting of stockholders called and held in accordance with the provisions set
forth above, and, if not so filled, such vacancy will (subject to the provisions
of any applicable law) be filled by a vote of a majority of the remaining
Regular Preferred Directors and any Special Preferred Directors.
Right to Vote in Certain Events. Without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of a series of
Preferred Stock voting in person or by proxy at a special meeting for the
purpose, or the unanimous written consent of the holders of the outstanding
shares of such series of Preferred Stock acting without such a meeting (subject
to the provisions of any applicable law), the Company may not amend, alter or
repeal any provisions of the Certificate of Designations or the Certificate of
Incorporation so as to affect adversely the preferences, special rights or
powers of the shares of such series of Preferred Stock. Any increase in the
authorized number of any series of capital stock ranking on a parity with such
series of Preferred Stock with respect to the payment of dividends or the
distribution of assets, or creation, authorization or issuance of any securities
convertible into, or warrants, options or similar rights to purchase, acquire or
receive, shares of such capital stock or reclassification of any authorized
capital stock of the Company into any share ranking on a parity with such series
of Preferred Stock with respect to the payment of dividends or the distribution
of assets shall be deemed not to affect adversely the preferences, special
rights or powers of the shares of such series of Preferred Stock.
In addition, without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of a series of Preferred Stock and Parity
Preferred, voting together as a single class, in person or by proxy at a special
meeting for the purpose, or the unanimous written consent of the holders of the
outstanding shares of such series of Preferred Stock and Parity Preferred acting
without such a meeting (subject to the provisions of any applicable law), the
Company may not create, authorize or issue shares of any class or series of
capital stock ranking senior to the shares of such series of Preferred Stock and
Parity Preferred with respect to the payment of dividends or the distribution of
assets, or create, authorize or issue any securities convertible into, or
warrants, options or similar rights to purchase, acquire or receive, shares of
capital stock ranking senior to the shares of such series of Preferred Stock and
Parity Preferred with respect to the payment of dividends or the distribution of
assets or reclassify any authorized capital stock of the Company into any shares
ranking senior to the shares of such series of Preferred Stock and Parity
Preferred with respect to the payment of dividends or the distribution of
assets.
11
<PAGE> 28
Without the affirmative vote of the holders of a majority of the
outstanding shares of a series of Preferred Stock, Voting Preferred and Parity
Preferred, voting together as a single class, in person or by proxy at a special
meeting for the purpose, or the unanimous written consent of the holders of the
outstanding shares of such series of Preferred Stock, Voting Preferred and
Parity Preferred acting without such a meeting (subject to the provisions of any
applicable law), the Company may not sell, lease or convey all or substantially
all of the assets of the Company, or consolidate or merge with or into any other
corporation unless, in the case of a consolidation or merger, each holder of
shares of such series of Preferred Stock, Voting Preferred and Parity Preferred
shall receive, upon such consolidation or merger, an amount in cash equal to the
liquidation preference, premium, if any, and accumulated and unpaid dividends
through the date of payment of such shares of such series of Preferred Stock,
Voting Preferred and Parity Preferred in exchange for such shares of such series
of Preferred Stock, Voting Preferred and Parity Preferred. As discussed under
"Rights on Liquidation or Cash Merger" above, a cash-out merger transaction
shall be deemed to be a liquidation solely for purposes of determining the
rights of the holders of such series of Preferred Stock in respect of such
cash-out merger transaction.
No Right to Vote in Certain Events. With respect to any right of the
holders of shares of a series of Preferred Stock to vote on any matter, whether
such right is created by the Certificate of Designations thereof, by applicable
law or otherwise, no holder of any share of such series of Preferred Stock will
be entitled to vote and no share of such series of Preferred Stock will be
deemed to be outstanding for the purpose of voting or determining the number of
shares required to constitute a quorum, if prior to or concurrently with a
determination of shares entitled to vote or of shares deemed outstanding for
quorum purposes, as the case may be, such share is held beneficially or of
record by the Company or any affiliate of the Company.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
The Company may, at its option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. In the event such
option is exercised, the Company will issue receipts for Depositary Shares, each
of which will represent a fraction (to be set forth in the Prospectus Supplement
relating to a particular series of Preferred Stock) of a share of a particular
series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between the Company and a bank or trust company selected by the Company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock represented
by such Depositary Share, to all the rights and preferences of the Preferred
Stock represented thereby (including dividend, voting and liquidation rights).
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement (the "Depositary Receipts"). Depositary
Receipts will be distributed to those persons purchasing the fractional shares
of the related series of Preferred Stock in accordance with the terms of the
offering described in the related Prospectus Supplement. Copies of the forms of
Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement of which this Prospectus is a part, and the following
summary is qualified in its entirety by reference to such exhibits.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of the Company, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts
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<PAGE> 29
but not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at the Company's expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the related series of Preferred Stock to
the record holders of Depositary Shares relating to such series of Preferred
Stock in proportion to the number of such Depositary Shares owned by such
holders, subject to certain obligations of holders to file proofs, certificates
and other information and to pay certain charges and expenses to the Depositary;
provided, however, that in case the Company or the Depositary withholds from any
cash dividend or other cash distribution in respect of such series of Preferred
Stock represented by the Depositary Receipts held by any holder an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares represented by such Depositary Receipts subject to
such withholding will be reduced accordingly.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to
the Depositary, unless the Depositary determines that it is not feasible to make
such distribution, in which case the Depositary may, with the approval of the
Company, sell such property and distribute the net proceeds from such sale to
such holders or adopt such method as it deems equitable or practicable for the
purpose of effecting such distribution.
WITHDRAWAL OF STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary, the holder of the Depositary Shares evidenced thereby is
entitled to delivery at such office to or upon his order, of the number of whole
shares of the related series of Preferred Stock and any money or other property
represented by such Depositary Shares. Holders of Depositary Shares will be
entitled to receive whole shares of the related series of Preferred Stock on the
basis set forth in the related Prospectus Supplement for such series of
Preferred Stock, but holders of such whole shares of Preferred Stock will not
thereafter be entitled to receive Depositary Shares therefor. If the Depositary
Receipts delivered by the holder evidence a number of Depositary Shares in
excess of the number of Depositary Shares representing the number of whole
shares of the related series of Preferred Stock to be withdrawn, the Depositary
will deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of a series of
Preferred Stock are entitled to vote, or upon receipt of any consent to
corporate action without a meeting, the Depositary will mail the information
contained in such notice of meeting or such consent to the record holders of the
Depositary Shares relating to such series of Preferred Stock. Each record holder
of such Depositary Shares on the record date (which will be the same date as the
record date for such series of Preferred Stock) will be entitled to instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of
such series of Preferred Stock represented by such holder's Depositary Shares.
The Depositary will endeavor, insofar as practicable, to vote or to give or to
withhold consent with respect to the amount of such series of Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
the Company will agree to take all reasonable action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of such series of Preferred Stock to
the extent it does not receive specific instructions from the holders of
Depositary Shares representing such series of Preferred Stock.
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<PAGE> 30
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may be amended at any time by agreement
between the Company and the Depositary. However, any amendment which materially
and adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the Depositary Shares then outstanding.
The Deposit Agreement may be terminated by the Company upon not less than
60 days' notice whereupon the Depositary shall deliver or make available to each
holder of Depositary Receipts, upon surrender of the Depositary Receipts held by
such holder, such number of whole or fractional shares of the related series of
Preferred Stock represented by such receipts. The Deposit Agreement will
automatically terminate if (i) there has been a final distribution in respect of
the related series of Preferred Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution has been
distributed to the holders of Depositary Receipts or (ii) each share of the
related series of Preferred Stock shall have been exchanged for cash in a
cash-out merger transaction.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay the fees and expenses of the Depositary in connection with the
performance of its duties under the Deposit Agreement. Holders of Depositary
Receipts will pay transfer and other taxes and governmental charges and such
other charges as are expressly provided in the Deposit Agreement to be for their
accounts.
MISCELLANEOUS
The Depositary will furnish to holders of Depositary Shares any reports and
communications from the Company which are received by the Depositary.
Neither the Company nor the Depositary will be liable if it is prevented
from or delayed in, by law or any circumstance beyond its control, performing
its obligations under the Deposit Agreement. The obligations of the Company and
the Depositary under the Deposit Agreement will be limited to performing their
duties thereunder without negligence or wilful misconduct, and the Company and
the Depositary will not be obligated to prosecute or defend any legal proceeding
in respect of any Depositary Shares or series of Preferred Stock unless
satisfactory indemnity is furnished. The Company and the Depositary may rely on
advice of counsel or accountants, or information provided by persons presenting
Preferred Stock for deposit, holders of Depositary Shares or other persons
believed to be authorized or competent and on documents believed to be genuine.
In the event the Depositary shall receive conflicting claims, requests or
instructions from any holders of Depositary Receipts, on the one hand, and the
Company, on the other hand, the Depositary shall be entitled to act on such
claims, requests or instructions received from the Company.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary, which successor Depositary must be appointed within 60
days after delivery of the notice of resignation or removal and must be a bank
or trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
14
<PAGE> 31
PLAN OF DISTRIBUTION
Offers to purchase Preferred Stock are being considered by the Company on a
continuing basis. The Company may sell the Preferred Stock offered hereby to
underwriters or through agents or directly to purchasers. The Prospectus
Supplement will set forth the terms of the offering of any series of Preferred
Stock to which such Prospectus Supplement relates, including the name or names
of any underwriters or agents with whom the Company has entered into
arrangements with respect to the sale of such series of Preferred Stock, the
public offering or purchase price of such series of Preferred Stock and the net
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any discounts and commissions
allowed or paid to dealers, if any, any commissions allowed or paid to agents,
and the securities exchanges, if any, on which such series of Preferred Stock
will be listed. Dealer trading may take place in the Preferred Stock, including
Preferred Stock not listed on any securities exchange.
The Preferred Stock offered hereby may be purchased to be re-offered to the
public through underwriting syndicates led by one or more managing underwriters,
or through one or more underwriters acting alone. The underwriter or
underwriters with respect to an underwritten offering of a series of Preferred
Stock offered hereby will be named in the Prospectus Supplement relating to such
offering and, if an underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such Prospectus Supplement.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase such series of Preferred Stock will be subject to
certain conditions precedent and each of the underwriters with respect to a sale
of such series of Preferred Stock will be obligated to purchase all of the
shares of such series of Preferred Stock if any are purchased. The initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Any series of Preferred Stock offered hereby may be offered and sold by the
Company directly or through agents designated by the Company from time to time.
Any agent involved in the offer and sale of such series of Preferred Stock in
respect of which this Prospectus is being delivered will be named, and any
commissions payable by the Company to such agent will be set forth, in the
Prospectus Supplement relating to such series. Unless otherwise indicated in the
Prospectus Supplement relating to such series, any such agent will be acting on
a best efforts basis for the period of its appointment.
Any underwriter or agent participating in the distribution of a series of
Preferred Stock offered hereby may be deemed to be an underwriter, as that term
is defined in the Securities Act, of such series of Preferred Stock so offered
and sold and any discounts or commissions received by them from the Company and
any profit realized by them on the sale or resale of such series of Preferred
Stock may be deemed to be underwriting discounts and commissions under the
Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with the Company, to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of any series of Preferred Stock
offered hereby will be passed on for the Company by John M. Rintamaki, Secretary
of the Company and of Ford and an Assistant General Counsel of Ford, and for any
underwriters or agents by Shearman & Sterling, 599 Lexington Avenue, New York,
N.Y. Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, any tax matters with respect to any series of
Preferred Stock offered hereby will be passed on for the Company by Burton B.
Smoliar, an Associate General Counsel of Ford. Mr. Rintamaki and Mr. Smoliar are
full-time employees of Ford and own, and hold options to purchase, shares of
Common Stock of Ford. Shearman & Sterling act as counsel to the
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<PAGE> 32
Compensation and Option Committee and the Audit Committee of the Board of
Directors of Ford and occasionally act as counsel to Ford and its subsidiaries
in connection with certain transactions.
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
method of accounting for postretirement benefits other than pensions and income
taxes 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 and June 30, 1994, incorporated in this
Prospectus by reference to the 1994 10-Q Reports, Coopers & Lybrand 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.
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<PAGE> 33
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS, OR THAT THE INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary.......... S-3
Capitalization......................... S-6
Description of Series D Preferred
Stock................................ S-6
Description of Depositary Shares....... S-12
Taxation............................... S-14
Underwriting........................... S-14
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Selected Financial Data of the Company
and Subsidiaries..................... 4
Financial Review....................... 5
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends............................ 6
Use of Proceeds........................ 6
Description of Preferred Stock......... 6
Description of Depositary Shares....... 12
Plan of Distribution................... 15
Legal Opinions......................... 15
Experts................................ 16
</TABLE>
8,000,000 SHARES
FORD HOLDINGS, INC.
DEPOSITARY SHARES
EACH REPRESENTING 1/4,000
OF A SHARE OF
SERIES D CUMULATIVE
PREFERRED STOCK
($1.00 PAR VALUE)
(LIQUIDATION PREFERENCE EQUIVALENT
TO $25 PER DEPOSITARY SHARE)
---------------------------
[FORD LOGO]
---------------------------
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
REPRESENTATIVES OF THE UNDERWRITERS
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