-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITSJphocCWi5M2Rk61xRUNOldg/M/VFNN46PCgg8bBFmszAcFOaekpJ6z3axPmEw oBK33SarjKMR1+XxTOTykg== 0000037996-02-000010.txt : 20020415 0000037996-02-000010.hdr.sgml : 20020415 ACCESSION NUMBER: 0000037996-02-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020306 GROUP MEMBERS: FORD MOTOR COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERADYNE INC CENTRAL INDEX KEY: 0000018937 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 330055414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37271 FILM NUMBER: 02568327 BUSINESS ADDRESS: STREET 1: 3169 RED HILL CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145490421 MAIL ADDRESS: STREET 2: 3169 RED HILL CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48126 SC 13D/A 1 eceradyne13d2a.txt SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13(d)-2(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 2 )* --- Ceradyne, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------- (Title of Class of Securities) 156710 10 5 ----------------------------------------- (CUSIP Number) Douglas J. Cropsey Ford Motor Company One American Road, Rm. 1038, Dearborn, Michigan 48126 Tel: (313) 337-3220 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2002 ----------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing the information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes).
CUSIP No. 156710 10 5 13D Page 2 of 8 - ------- ----------------------------------------------------------------------------------------------------------- 1 Name of Reporting Persons/I.R.S. Identification No. of above persons (Entities Only) Ford Motor Company I.R.S. Identification Number: 38-0549190 - ------- ----------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / - ------- ----------------------------------------------------------------------------------------------------------- 3 SEC Use Only - ------- ----------------------------------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - ------- ----------------------------------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------- ----------------------------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ------------------------------ ---- ------------------------------------------------------------------------------- NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY OWNED 1,027,300 BY EACH REPORTING ---- ------------------------------------------------------------------------------- PERSON 8 Shared Voting Power WITH 0 ---- ------------------------------------------------------------------------------- 9 Sole Dispositive Power 1,027,300 ---- ------------------------------------------------------------------------------- 10 Shared Dispositive Power 0 - ------- ----------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,027,300 - ------- ----------------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / - ------- ----------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 12.3% - ------- ----------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - ------- -----------------------------------------------------------------------------------------------------------
CUSIP No. 156710 10 5 13D Page 3 of 8 The Schedule 13D filed by Ford Motor Company ("Ford") on March 21, 1986, as amended by Amendment Number 1 to Schedule 13D filed by Ford on February 23, 1988, in connection with Ford's acquisition of Common Stock of Ceradyne, Inc. (the "Issuer"), is amended as hereinafter provided. This is the first electronic amendment to a paper format Schedule 13D and, therefore, restates the entire text of the previously filed paper format Schedule 13D, as amended. Item 1. Security and Issues. This statement relates to the Common Stock of Ceradyne, Inc., whose principal executive offices are located at 3169-A Redhill Avenue, Costa Mesa, California 92626. Item 2. Identity and Background. This statement is filed by Ford Motor Company ("Ford"), a corporation organized and existing under the laws of the State of Delaware, whose principal executive offices are located at One American Road, Dearborn, Michigan 48126. Ford is a manufacturing company whose principal business is the design, manufacture, assembly and sale of cars and trucks and related products and services. Information concerning the executive officers and directors of Ford, including the business address for each, is set forth in Attachment I hereto, which is incorporated by reference in this statement as if fully set forth herein. During the last five years, neither Ford nor any of its executive officers or directors identified in Attachment I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Except as otherwise indicated in Attachment I hereto, each officer and director of Ford is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On March 11, 1986, Ford paid to the Issuer, out of the general funds of Ford, the sum of $10 million as consideration for the issuance to Ford of 526,316 shares of the Issuer's Common Stock. Pursuant to the Issuer's exercise of a certain call option with respect to the common stock of Ceradyne Advanced Products, Inc. ("CAPI") owned by Ford, on February 12, 1988, Ford acquired an additional 680,983 shares of the Issuer's Common Stock. In accordance with the terms of the call option, and as provided in the Stock Sale Agreement between Ford and the Issuer dated March 11, 1986, Ford transferred to the Issuer 8,000 shares of CAPI common stock as consideration for the 680,983 shares acquired by Ford on February 12. Item 4. Purpose of Transaction. CUSIP No. 156710 10 5 13D Page 4 of 8 Ford acquired the shares of the Issuer's Common Stock covered by this statement for investment purposes pursuant to a certain Stock Sale Agreement between Ford and the Issuer entered into on March 11, 1986 (the "Stock Sale Agreement"), which Stock Sale Agreement was filed as Exhibit A to the original paper format Schedule 13D amended hereby and is incorporated by reference as an Exhibit to this Schedule (file number reference 00537271). Pursuant to Articles VI (pp. 21-25), VII (pp. 25-27) and X (pp. 33-34) of the Stock Sale Agreement, Ford may acquire additional Common Stock of the Issuer upon the exercise by the Issuer of certain call option rights in accordance with the terms and conditions set forth in such Article VIII (pp. 28-30). By letter dated February 3, 1988, the Issuer notified Ford of its intention to exercise its call option rights. At the closing held pursuant thereto on February 12, 1988, Ford acquired 680,983 shares of the Issuer's Common Stock. The Issuer's exercise of its call option rights effectively terminated Ford's put option rights contained in Article VII of the Stock Sale Agreement. Pursuant to Section 5.05 of the Stock Sale Agreement (p. 20), so long as Ford retains a sufficient amount of the Issuer's Common Stock to meet the Minimum Equity Level (as defined in Section 5.01, p. 18), the Issuer is obligated to use its best efforts, as permitted by applicable law, to ensure that its Board of Directors includes one representative designated by Ford. Ford's nominee currently serving as director of the Issuer is Christopher D. Johnson, Technology Venture Fund Manager of Ford. Except for the potential acquisition of additional shares of the Issuer's Common Stock by Ford pursuant to the Stock Sale Agreement and the seating of a Ford nominee on the Issuer's Board, as hereinabove described in this Item 4, Ford has no plans or proposals as of the date hereof which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer of any of its subsidiaries; (d) Any change in the present Board of Directors or managers of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, by-laws or instrument corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or CUSIP No. 156710 10 5 13D Page 5 of 8 (j) Any action similar to any of those enumerated in sub-items (a)-(j) above. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Ford is the beneficial owner of 1,027,300 shares of Common Stock of the Issuer, which represents 12.3% of the issued and outstanding Common Stock of the Issuer. Ford has the right to acquire additional shares of the Issuer's Common Stock pursuant to Articles VI and X of the Stock Sale Agreement appended hereto as Exhibit A. (b) Ford has the sole power to vote or direct the vote of all 1,027,300 shares of the Issuer's Common Stock beneficially owned by Ford as of the date hereof and the sole power to dispose or to direct the disposition of such shares. (c) Ford has not had any transactions in the Common Stock of the Issuer other than the acquisition of 526,316 shares on March 11, 1986, the acquisition of 680,983 shares on February 12, 1988, the sale of 80,000 shares on June 14, 2001 and the sale of 99,999 shares on February 28, 2002. (d) No person other than Ford has the right to receive or the power to direct the receipt of dividends from the shares of the Issuer's Common Stock herein reported on, and, to Ford's knowledge, no person other than Ford has the right to receive or to direct the receipt of the proceeds from the sale of such shares. (e) As of the date hereof, Ford is the beneficial owner of more than five percent of the Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. (a) Ford and certain shareholders of the Issuer have entered into an Agreement dated March 11, 1986 pursuant to which the latter have undertaken to vote their respective shares of Common Stock of the Issuer, whenever acquired, that are not otherwise required to assure the election of the current Chief Executive Officer of the Issuer to the Board of Directors of the Issuer, in favor of the election of a Ford nominee to such Board of Directors. A copy of such Agreement was filed as Exhibit B to the original paper format Schedule 13D amended hereby and is incorporated by reference as an Exhibit to this Schedule (file number reference 00537271). (b) Pursuant to Article XIII of the Stock Sale Agreement (pp. 37-39), the Issuer has a right of first negotiation in the event Ford shall propose to offer or sell more than 100,000 shares of the Common Stock of the Issuer in a single transaction or in a number of contemporaneous transactions. In the event Ford and the Issuer fail to reach agreement within a specified negotiations period on the terms and conditions by which the Issuer would reacquire the shares of its Common Stock proposed to be sold by Ford, Ford may negotiate and consummate the sale of such Common Stock to a third party or parties without further obligation to the Issuer provided that (i) such sale or sales are consummated within 90 days following such negotiations period and (ii) the terms and CUSIP No. 156710 10 5 13D Page 6 of 8 conditions of each third party sale are more favorable to Ford than those proposed in writing by the Issuer within the negotiations period. (c) Pursuant to a certain Stock Purchase Agreement entered into on March 11, 1986 by and among Ford, the Issuer and Ceradyne Advanced Products, Inc. ("CAPI"), Ford acquired 80% of the issued and outstanding common stock of CAPI and the Issuer acquired 20% of the issued and outstanding common stock of CAPI. A copy of such Stock Purchase Agreement was filed as Exhibit C to the original paper format Schedule 13D amended hereby and is incorporated by reference as an Exhibit to this Schedule (file number reference 00537271). Pursuant to Article VII of the Stock Sale Agreement (pp. 25-27), Ford may elect to put to the Issuer all of Ford's common stock of CAPI in exchange for 608,020 shares of Common Stock of the Issuer (as such number may be adjusted in certain events). Ford's put option is exercisable for a period commencing on March 11, 1991 and ending on the first to occur of 6:00 P.M. Eastern time on March 10, 1993, the date of the closing pursuant to the Issuer's exercise of its call option, as hereinafter described. The Issuer has exercised its call option as provided in Article VIII of the Stock Sale Agreement, thereby effectively terminating Ford's put option contained in Article VII thereof. Item 7. Material to be Filed as Exhibits. The following documents are appended hereto as Exhibits: Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit A Stock Sale Agreement between Filed as Exhibit A the Issuer and Ford, dated to original paper format March 11, 1986 Schedule 13D amended hereby (file number reference 00537271).* Exhibit B Agreement between certain Filed as Exhibit B shareholders of the issuer to original paper format and Ford, dated March 11, 1986 Schedule 13D amended hereby (file number reference 00537271).* Exhibit C Stock Purchase Agreement Filed as Exhibit C between Ford, the Issuer and to original paper format Ceradyne Advanced Products, Schedule 13D amended hereby Inc. dated March 11, 1986 (file number reference 00537271).* * Incorporated by reference as an exhibit to this Schedule. CUSIP No. 156710 10 5 13D Page 7 of 8 SIGNATURE After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of February 28, 2002. FORD MOTOR COMPANY By:/s/Peter Sherry, Jr. -------------------------- Name: Peter Sherry, Jr. Title: Assistant Secrectary CUSIP No. 156710 10 5 13D Page 8 of 8 INDEX TO EXHIBITS Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit A Stock Sale Agreement between Filed as Exhibit A the Issuer and Ford, dated to original paper format March 11, 1986 Schedule 13D amended hereby (file number reference 00537271).* Exhibit B Agreement between certain Filed as Exhibit B shareholders of the issuer to original paper format and Ford, dated March 11, 1986 Schedule 13D amended hereby (file number reference 00537271).* Exhibit C Stock Purchase Agreement Filed as Exhibit C between Ford, the Issuer and to original paper format Ceradyne Advanced Products, Schedule 13D amended hereby Inc. dated March 11, 1986 (file number reference 00537271).* * Incorporated by reference as an exhibit to this Schedule.
ATTACHMENT I DIRECTORS AND OFFICERS OF FORD MOTOR COMPANY Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- William Clay Ford, Jr.* Chairman of the Board and Chief U.S. World Headquarters Executive Officer One American Road Dearborn, MI 48126 John R. H. Bond* Group Chairman, HSBC Holdings, plc UK HSBC Holdings plc 10 Lower Thames Street London EC3R 6AE UK Michael D. Dingman* President and Chief Executive Officer Bahamas Shipston Group Ltd. Deltec House Lyford Cay Nassau, Bahamas Edsel B. Ford II* Former Vice President, Ford Motor US World Headquarters Company and former President, Ford One American Road Motor Credit Company Dearborn, MI 48126 William Clay Ford* Retired Chairman of the Finance US World Headquarters Committee One American Road Dearborn, MI 48126 Irvine O. Hockaday, Jr.* Retired President and Chief Executive US Hallmark Cards, Inc. Officer 2600 Grand Avenue Kansas City, MO 64108 Marie-Josee Kravis* Senior Fellow Switzerland/ C/o Council on Foreign Relations Canada Hudson Institute 58 E. 68th Street New York, NY 10021 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- Richard A. Manoogian* Chairman of the Board US Masco Corporation 21001 Van Born Road Taylor, MI 48180 Ellen R. Marram* General Partner US North Castle Partners LLC 183 East Putnam Avenue Greenwich, CT 06830 Homer A. Neal* Director ATLAS Project, Professor of US European Organization for Nuclear Physics and Office of Provost and Research Executive Vice President for Academic CERN Affairs, University of Michigan PPE Division Building 40-2C-20 1211 Geneva 23 Switzerland Jorma J. Ollila* Chairman and Chief Executive Officer Finland Nokia Corporation Keilahdentie 4 02150 Espoo Finland Robert E. Rubin* Director, Chairman of the Executive US Citigroup, Inc. Committee and Member of the Office of 399 Park Avenue - Third Floor the Chairman New York, NY 10043 John L. Thornton* President and Co-Chief Operating Officer US Goldman-Sachs Group, L.P. 133 Fleet Street London EC4A 2BB England Nicholas V. Scheele* President and Chief Operating Officer UK World Headquarters One American Road Dearborn, MI 48126 Carl E. Reichardt* Vice Chairman US World Headquarters One American Road Dearborn, MI 48126 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- John M. Rintamaki Chief of Staff US World Headquarters One American Road Dearborn, MI 48126 I. Martin Inglis Group Vice President and Chief Financial UK World Headquarters Officer One American Road Dearborn, MI 48126 Roman J. Krygier Group Vice President - Manufacturing and US World Headquarters Quality One American Road Dearborn, MI 48126 Carlos E. Mazzorin Group Vice President - Asia Pacific US World Headquarters Operations, South American Operations One American Road and Global Purchasing Dearborn, MI 48126 James J. Padilla Group Vice President - North America US World Headquarters One American Road Dearborn, MI 48126 Richard Parry-Jones Group Vice President - Chief Technical UK World Headquarters Officer One American Road Dearborn, MI 48126 Wolfgang Reitzle Group Vice President - Premier Germany World Headquarters Automotive Group One American Road Dearborn, MI 48126 David W. Thursfield Group Vice President (Chairman, UK World Headquarters President and Chief Executive Officer, One American Road Ford of Europe) Dearborn, MI 48126 Martin B. Zimmerman Group Vice President - Corporate Affairs US World Headquarters One American Road Dearborn, MI 48126 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- Elizabeth S. Acton Vice President and Treasurer US World Headquarters One American Road Dearborn, MI 48126 Marvin W. Adams Vice President and Chief Information US World Headquarters Officer One American Road Dearborn, MI 48126 William W. Boddie Vice President - Global Core Engineering US World Headquarters One American Road Dearborn, MI 48126 Thomas K. Brown Vice President - Global Purchasing US World Headquarters One American Road Dearborn, MI 48126 Mei Wei Cheng Vice President (President, Ford Motor US World Headquarters (China)Ltd.) One American Road Dearborn, MI 48126 Susan M. Cischke Vice President - Environmental and Safety US World Headquarters Engineering One American Road Dearborn, MI 48126 William J. Cosgrove Vice President (Chief of Staff and Chief US World Headquarters Financial Officer, Premier Automotive One American Road Group Dearborn, MI 48126 Terrall M. de Jonckheere Vice President US World Headquarters One American Road Dearborn, MI 48126 Robert A. Dover Vice President (President, Jaguar Land UK World Headquarters Rover) One American Road Dearborn, MI 48126 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- Mark Fields Vice President US World Headquarters One American Road Dearborn, MI 48126 Karen C. Francis Vice President - Consumer Connect US World Headquarters One American Road Dearborn, MI 48126 Louise K. Goeser Vice President - Quality US World Headquarters One American Road Dearborn, MI 48126 Joseph Greenwell Vice President - Global Automotive and UK World Headquarters Product Promotions and Associations One American Road Dearborn, MI 48126 Janet M. Grissom Vice President - Washington Affairs US World Headquarters One American Road Dearborn, MI 48126 Lloyd E. Hansen Vice President - Revenue Management US World Headquarters One American Road Dearborn, MI 48126 Earl J. Hesterberg Vice President (Vice President, Marketing, US World Headquarters Sales and Service, Ford Of Europe) One American Road Dearborn, MI 48126 Darryl B. Hazel Vice President - Ford Customer Service US World Headquarters Division One American Road Dearborn, MI 48126 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- Mark W. Hutchins Vice President US World Headquarters One American Road Dearborn, MI 48126 Brian P. Kelley Vice President (President, Lincoln and US World Headquarters Mercury) One American Road Dearborn, MI 48126 Joe W. Laymon Vice President - Human Resources US World Headquarters One American Road Dearborn, MI 48126 Donat R. Leclair Vice President and Controller US World Headquarters One American Road Dearborn, MI 48126 Martin Leach Vice President (Vice President, Product UK World Headquarters Development, Ford of Europe) One American Road Dearborn, MI 48126 Kathleen A. Ligocki Vice President - Strategy, Business US World Headquarters Development, Canada and Mexico One American Road Dearborn, MI 48126 Malcolm S. Macdonald Vice President - Finance and Treasury Matters US World Headquarters One American Road Dearborn, MI 48126 J. C. Mays Vice President - Design US World Headquarters One American Road Dearborn, MI 48126 Timothy J. O'Brien Vice President - Real Estate US World Headquarters One American Road Dearborn, MI 48126 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- James G. O'Connor Vice President (President, Ford Division) US World Headquarters One American Road Dearborn, MI 48126 Hans-Olov Olsson Vice President (President, Volvo Cars) Sweden World Headquarters One American Road Dearborn, MI 48126 Dennis E. Ross Vice President and General Counsel US World Headquarters One American Road Dearborn, MI 48126 Shamel T. Rushwin Vice President - North America Business US World Headquarters Operations One American Road Dearborn, MI 48126 Gerhard Schmidt Vice President - Research Germany World Headquarters One American Road Dearborn, MI 48126 Mark A. Schulz Vice President-- Ford Asia Pacific US World Headquarters One American Road Dearborn, MI 48126 Greg C. Smith Vice President (President and Chief US World Headquarters Operating Officer, Ford Financial) One American Road Dearborn, MI 48126 Anne Stevens Vice President - North America Vehicle US World Headquarters Operations One American Road Dearborn, MI 48126 David T. Szczupak Vice President - Powertrain Operations US World Headquarters One American Road Dearborn, MI 48126 Name and Business Address Principal Occupation Citizenship - --------------------------------------------------------------------------------------------------- Chris P. Theodore Vice President - North America Product US World Headquarters Development One American Road Dearborn, MI 48126 Janet E. Valentic Vice President - Global Marketing US World Headquarters One American Road Dearborn, MI 48126 James G. Vella Vice President - Corporate Public Affairs US World Headquarters One American Road Dearborn, MI 48126 Alex P. Ver Vice President - Advanced Manufacturing US World Headquarters Engineering One American Road Dearborn, MI 48126 Rolf Zimmermann Vice President - Craftsmanship and Germany World Headquarters Launch, Ford of Europe One American Road Dearborn, MI 48126 * Indicates that the person is a Director of Ford Motor Company
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