S-8 1 FORD MOTOR TESPHE Registration No. 33- ================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- FORD MOTOR COMPANY (Exact name of registrant as specified in its charter) Delaware 38-0549190 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) The American Road 48121-1899 Dearborn, Michigan (Zip Code) (Address of principal executive offices) FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES (Full title of the Plan) J. M. RINTAMAKI, Esq. Ford Motor Company P. O. Box 1899 The American Road Dearborn, Michigan 48121-1899 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) ----------------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================= Proposed Proposed maximum maximum aggregate Title of securities Amount to be offering price offering Amount of to be registered registered* per share** price** registration fee ---------------------------------------------------------------------------------------- Common Stock, $1.00 2,000,000 $24.9375 $49,875,000 $17,198.28 par value shares =======================================================================================
*The number of shares being registered represents the maximum number of additional shares not registered heretofore that may be acquired by the Trustee under the Plan during 1995 and during subsequent years until a new Registration Statement becomes effective. **Based on the market price of Common Stock of the Company on March 23, 1995 in accordance with Rule 457(c) under the Securities Act of 1933. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein. FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 33-54737, 33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 are incorporated herein by reference. ___________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of Delaware provides as follows: 145. Indemnification of officers, directors, employees and agents; insurance - (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding,even though less than a quorum, or (2) if such there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Item 8. Exhibits. Exhibit 4.A - Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees. Filed as Exhibit 4(C) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.B - Copy of Trust Agreement dated as of January 1, 1985 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(D) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.C - Copy of Group Annuity Contract effective January 1, 1992 between The Prudential Insurance Company of America and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(K) to Registration Statement No. 33-50194 and incorporated herein by reference. Exhibit 4.D - Copy of Letter Agreement effective February 1, 1993 between Lehman Government Securities, Inc. and Comerica Bank, as Trustee. Filed as Exhibit 4.J to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.E - Copy of Group Annuity Contract effective January 1, 1994 between The Prudential Insurance Company of America and Comerica Bank, as Trustee. Filed as Exhibit 4.K to Registration Statement No. 33 -54275 and incorporated herein by reference. Exhibit 4.F - Copy of Group Annuity Contract effective January 1, 1995 between John Hancock Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed with this Registration Statement. Exhibit 5.A - Opinion of Thomas J. DeZure, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration Statement No. 33-56785 and incorporated herein by reference. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 33-56785 and incorporated herein by reference. SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 27th day of March, 1995. FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES By:/s/John B. Ferguson John B. Ferguson, Chairman Tax-Efficient Savings Plan Committee The Registrant. Pursuant to the requirements of the Securities Act of1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 27th day of March, 1995. FORD MOTOR COMPANY By: Alex Trotman* --------------------- (Alex Trotman) Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date Director and Chairman of the Board of Directors, President and Chief Executive Officer Alex Trotman* (principal executive officer) (Alex Trotman) Colby H. Chandler* Director (Colby H. Chandler) Michael D. Dingman* Director March 27, 1995 (Michael D. Dingman) Director, Vice President-Ford and President and Chief Operating Officer, Edsel B. Ford II* Ford Motor Credit Company (Edsel B. Ford II) William Clay Ford* Director (William Clay Ford) Signature Title Date Director and Chairman William Clay Ford, Jr.* of the Finance Committee (William Clay Ford, Jr.) Roberto C. Goizueta* Director (Roberto C. Goizueta) Irvine O. Hockaday, Jr.* Director (Irvine O. Hockaday, Jr.) Marie-Josee Kravis Director (Marie-Josee Kravis) Drew Lewis Director (Drew Lewis) Ellen R. Marram* Director March 27, 1995 (Ellen R. Marram) Kenneth H. Olsen* Director (Kenneth H. Olsen) Carl E. Reichardt* Director (Carl E. Reichardt) Director and Vice Chairman Louis R. Ross* and Chief Technical Officer (Louis R. Ross) Signature Title Date Clifton R. Wharton, Jr.* Director (Clifton R. Wharton, Jr.) Group Vice President and Chief Financial Officer John M. Devine (principal financial officer) (John M. Devine) March 27, 1995 Vice President--Controller Murray L. Reichenstein* (principal accounting officer) (Murray L. Reichenstein) *By: /s/K. S. Lamping (K. S. Lamping, Attorney-in-Fact)
H:\tshanley\s-8\tesphe.2 EXHIBIT INDEX
Sequential Page at which Found (or Incorporated by Reference) ---------------- Exhibit 4.A Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees. Filed as Exhibit 4(C) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.B Copy of Trust Agreement dated as of January 1, 1985 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(D) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.C Copy of Group Annuity Contract effective January 1, 1992 between The Prudential Insurance Company of America and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(K) to Registration Statement No. 33-50194 and incorporated herein by reference. Exhibit 4.D Copy of Letter Agreement effective February 1, 1993 between Lehman Government Securities, Inc. and Comerica Bank, as Trustee. Filed as Exhibit 4.J to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.E Copy of Group Annuity Contract effective January 1, 1994 between The Prudential Insurance Company of America and Comerica Bank, as Trustee. Filed as Exhibit 4.K to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.F Copy of Group Annuity Contract effective January 1, 1995 between John Hancock Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed with this Registration Statement. Exhibit 5.A Opinion of Thomas J. DeZure, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed with this Registration Statement. Exhibit 23 Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration Statement No. 33-56785 and incorporated herein by reference. Exhibit 24.B Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 33-56785 and incorporated herein by reference.
H:\tshanley\s-8\tesphe.2 EX-4.F 2 Exhibit 4.F JOHN HANCOCK LETTERHEAD November 15, 1994 Mr. Stephen E. Weiner Associate Director Trust Investments Ford Motor Company The American Road Dearborn, MI 48121 Re: Ford Motor Company Group Annuity Contract Number 7628 Dear Steve: The John Hancock is pleased to have been awarded the Guaranteed Investment Contract placement for the Ford Motor Company. This letter is written confirmation of the John Hancock's offer which was verbally accepted on November 15, 1994 by Mr. Stephen Weiner. A. Effective Date: November 15, 1994 B. Contributions: 100% of the Participant directed profit sharing Contribution to the Income Fund will be paid to the John Hancock in March 1995. 100% of the Participant directed June 30, 1995 maturity to the Income Fund will be paid to the John Hancock on or before July 5, 1995. 100% of Participant directed Contributions to the Income Fund will be paid to the John Hancock on a monthly basis for activity beginning on January 1, 1995 and ending on December 31, 1995. Each Contribution is due and payable within 30 days of the end of the preceding month. If total Contributions, less withdrawals, exceed $400,000,000 the window will close immediately and any excess would be returned to the Contract Holder by the end of the month. C. Net Guaranteed Interest Rate: 8.07% - effective annual rate. D. Guaranteed Expiration Date: June 30, 1998 E. Repayment Schedule: Repayment of the Fund will be in a single sum of the Guarantee Expiration Date. F. Participant Withdrawals: Participant withdrawals will be paid on a book value basis from the class year contract (i.e. investment cell) in the Income Fund as selected by the participant. G. Book Value Corridor: A one-time 10% book value corridor over the life of the Contract will remain in effect for plant shutdowns, early retirement programs, unanticipated plan amendments and group layoffs. Any requests exceeding the 10% book value corridor will be made subject to the lesser of book value or the John Hancock transfer adjustment formula (copy attached). We do not guarantee to use a certain formula if there were to be a transfer subject to the attached GIC Transfer Adjustment Formula. However, we do not anticipate changing the formula at this time, nor do we anticipate that we would change it arbitrarily. Some of the circumstances under which we might make a change include if for some reason the published indices were no longer available, as we would need to replace them; if over time the chosen indices no longer tracked the appropriate values, they would need to be replaced or the formula adjusted to bring it back into line; or if there were an economic reason, such as a liquidity problem, the formula would be changed to prevent losses to John Hancock. If for any reason we were to change the formula, the revision would be applied consistently to all contracts of that class. Our Contract was offered on the basis of the bid specifications dated October 24, 1994 provided by Ford Motor Company. We will prepare a final Contract document to reflect the above terms and John Hancock's standard provisions for contracts of this class. Until such final Contract is executed, the Contract will be administered in accordance with this letter. To provide our customers with the highest possible interest rate guarantees, we commit funds for investment immediately upon verbal acceptance of our contracts. If 100% of the Participant directed contributions are not received, the John Hancock could incur investment losses. The Contract Holder/Employer agrees to reimburse the John Hancock for the investment losses, if any, determined in accordance with the usual procedures of the John Hancock. A statement of our current procedures to determine the amount of such losses is attached. Please provide the following information to complete our files. * Plan Year * Employer Identification Number * Wiring instructions for transferring funds * Names and addresses of individuals to receive financial statements and other correspondence. * State of contract issuance. Attached are the instructions for wiring funds to the John Hancock. Please have this letter signed by an authorized representative of the Plan and return via facsimile (617) 572-4585) by November 23 1994 to my attention. If you have any questions, please call me at (617) 572-4557 or, in my absence, the Underwriter, John Texeira, at (617) 572-9460. Sincerely, /s/Sharon A. Kuketz Sharon A. Kuketz Senior Sales Executive Ford Motor Company /s/Stephen E. Weiner Associate Director -------------------- ------------------ Signature Title November 22, 1994 ----------------- Date Attachments cc: N. Gearin J. Texeira J/a/JHannuity EX-5.A 3 Exhibit 5.A March 27, 1995 Ford Motor Company The American Road Dearborn, Michigan 48121 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by Ford Motor Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to 2,000,000 shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), relating to the Company's Tax-Efficient Savings Plan for Houly Employees (the "Plan"). As an Assistant Secretary and Counsel of the Company, I am familiar with the Certificate of Incorporation and the By-Laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plan. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that: (1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. (2) All necessary corporate proceedings have been taken to authorize the issuance of the shares of Common Stock being registered under the Registration Statement, and all such shares of Common Stock acquired by the Trustee under the Plan in accordance with the Plan will be legally issued, fully paid and non-assessable when the Registration Statement shall have become effective and the Company shall have received therefor the consideration provided in the Plan (but not less than the par value thereof). I hereby consent to the use of this opinion as Exhibit 5.A to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/Thomas J. DeZure Thomas J. DeZure Assistant Secretary and Counsel opinion\tesphe.a EX-5.B 4 Exhibit 5.B INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45201 Date: January 26, 1995 Employer Identification Number: 38-0549l90 File Folder Number: 380061063 FORD MOTOR COMPANY Person to Contact: P.O. Box 1899, THE AMERICAN RD. DAVID E. DIXON DEARBORN, MI 48121-1899 Contact Telephone Number: (513) 684-3866 Plan Name: UAW TAX EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES Plan Number: 025 Dear Applicant: We have made a favorable determination on your plan identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination expresses an opinion on whether the amendment(s), in and of itself, affects the continued qualified status of the plan under Code section 401 and the exempt status of the related trust under section 501(a). It is not an opinion on the qualification of the plan as a whole and the exempt status of the related trust as a whole. This determination letter is applicable for the amendment(s) adopted on September 15, 1993. This plan satisfies the requirements of Code section 4975(e)(7). This plan satisfies the minimum coverage and nondiscrimination requirements of sections 410(b) and 401(a)(4) of the Code because the plan benefits only collectively bargained employees or employees treated as collectively bargained employees. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to our representative as indicated in the power of attorney. If you have any questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/C. Ashley Bullard C. Ashley Bullard District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum J:/a/IRSltr. EX-23 5 Exhibit 23 Coopers & Lybrand Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P Re: Ford Motor Company Registration Statements Nos. 33-54737, 33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 on Form S-8 We consent to the incorporation by reference in the above Registration Statements of our reports dated January 27, 1995 on our audits of the consolidated financial statements of Ford Motor Company at December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992, which reports are included in, or incorporated by reference in, Ford's 1994 Annual Report on Form 10-K. /s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 March 27, 1995