-----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, MNMw8NJYi+U5FJtZwJsDW8UJRFC6ICyfHF5sHXa1W+F6AVo0qhJhJQIc/YWAxqga aX/3oS9iyqkMLQaWqP97Wg== 0000037996-97-000004.txt : 19970131 0000037996-97-000004.hdr.sgml : 19970131 ACCESSION NUMBER: 0000037996-97-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970130 EFFECTIVENESS DATE: 19970130 SROS: NYSE SROS: PSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20725 FILM NUMBER: 97514393 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 DEFERRED COMPENSATION S-8 Registration No. 333- ======================================================================== 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 of (I.R.S. Employer Identification No.) incorporation or organization) The American Road Dearborn, Michigan 48121-1899 (Address of principal executive offices) (Zip Code) ___________ FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN (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 maximum Proposed maximum Amount of Title of securities to Amount to be registered offering price per aggregate offering registration be registered obligation price** fee - ------------------------- ------------------------ ------------------------ ------------------------ ================ Deferred Compensation Obligations* $100,000,000 100% $100,000,000 $34,483.00 - ------------------------- ------------------------ ------------------------ ------------------------ ================
* The Deferred Compensation Obligations are unsecured obligations of Ford Motor Company to pay deferred compensation in the future in accordance with the terms of the Ford Motor Company Deferred Compensation Plan. ** Estimated solely for the purpose of determining the registration fee. FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement No. 33-62227 are incorporated herein by reference. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) The latest annual report of Ford Motor Company ("Ford") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") which contains, either directly or indirectly by incorporation by reference, certified financial statements for Ford's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in paragraph (a) above. (c) The description of Ford's Common Stock contained in registration statement no. 33-43085 filed by Ford under the Securities Act of 1933 (the "1933 Act"). All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 8. Exhibits. Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan. Filed as Exhibit 4.1 to Registration Statement No. 33-62227 and incorporated herein by reference. Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan, effective October 1, 1995. Filed as Exhibit 10-T-1 to the Registrant's Annual Reporton Form 10-K for the year ended December 31, 1995. Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan, effective October 1, 1996. Filed with this Registration Statement. Exhibit 5.1 - Opinion of Peter Sherry, Jr., 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 5.2 - Opinion of J. Gordon Christy, an Attorney of Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. Filed with this Registration Statement. Exhibit 15 - Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration Statement No. 333-02735 and incorporated herein by reference. Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.3 - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 333-02735 and incorporated herein by reference. The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 30th day of January, 1997. 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) Michael D. Dingman* Director January 30, 1997 - --------------------- (Michael D. Dingman) Director and Vice President, Ford Motor Company, and Director 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 January 30, 1997 - ------------------------ (Drew Lewis) Ellen R. Marram* Director - ------------------------ (Ellen R. Marram) Homer A. Neal Director - ------------------------ (Homer A. Neal) Carl E. Reichardt* Director - ------------------------ (Carl E. Reichardt) John L. Thornton* Director - ------------------------ (John L. Thornton) Signature Title Date --------- ----- ---- Clifton R. Wharton, Jr.* Director - ---------------------------- (Clifton R. Wharton, Jr.) Executive Vice President and Chief Financial Officer January 30, 1997 John M. Devine* (principal financial officer) - --------------------------- (John M. Devine) Corporate Controller William J. Cosgrove* (principal accounting officer) - --------------------------- (William J. Cosgrove)
*By: /s/K. S. Lamping ----------------------- (K. S. Lamping Attorney-in-Fact)
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) Exhibit 4.1 Ford Motor Company Deferred Compensation Plan. Filed as Exhibit 4.1 to Registration Statement No. 33-62227 and incorporated herein by reference. Exhibit 4.2 Amendment to Ford Motor Company Deferred Compensation Plan, effective October 1, 1995. Filed as Exhibit 10-T-1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. Exhibit 4.3 Amendment to Ford Motor Company Deferred Compensation Plan, effective October 1, 1996. Filed with this Registration Statement. Exhibit 5.1 Opinion of Peter Sherry, Jr., 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 5.2 Opinion of J. Gordon Christy, an Attorney of Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. Filed with this Registration Statement. Exhibit 15 Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.1 Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration Statement No. 333-02735 and incorporated herein by reference. Exhibit 24.2 Power of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.3 Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 333-02735 and incorporated herein by reference.
EX-4.3 2 AMENDMENT AMENDMENTS TO FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN____ (Effective as of October 1, 1996) Paragraph (a) of Section 5 is hereby amended to read as follows: "(a) Supplemental Compensation Deferrals. A participant's decision to defer payment of supplemental compensation under the Plan must be made prior to October 31 of the performance year for which the supplemental compensation is determined." The sixth and seventh sentences of paragraph (e) of Section 5 are hereby deleted. Paragraph (b) of Section 7 is hereby amended to read as follows: "(b) Eligible Participants. Active employees and retired participants are eligible to redesignate." Paragraph (f)(ii) of Section 7 is hereby deleted. The last sentence of paragraph (b) of Section 10 is hereby deleted. EX-5.1 3 OPINION LETTER January 30, 1997 FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 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 the obligations of the Company under the Company's Deferred Compensation Plan (the "Plan") to pay in the future the value of the deferred compensation accounts, as defined in the Plan, adjusted to reflect the performance, whether positive or negative, of the selected measurement investment options during the deferral period, in accordance with the terms of the Plan (the "Obligations"). 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 Obligations being registered under the Registration Statement, and all such Obligations issued 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. I hereby consent to the use of this opinion as Exhibit 5.1 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/Peter Sherry, Jr. Peter Sherry, Jr. Assistant Secretary and Counsel EX-5.2 4 ERISA OPINION LETTER January 30, 1997 FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 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"), relating to the Company's Deferred Compensation Plan (the "Plan"). As an Attorney of the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Plan. I have examined, or caused to be examined, the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions of the Plan. I also have examined or caused to be examined such other documents and instruments and have made such further investigation as I have deemed appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that in general the Plan is exempt from ERISA's requirements. However, to the extent a limited statement to the United States Department of Labor (the "DOL") is required to meet the reporting and disclosure requirements under ERISA regulations, that statement has been filed with the DOL. I hereby consent to the use of this opinion as Exhibit 5.2 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/J. Gordon Christy J. Gordon Christy Attorney EX-15 5 COOPERS CONSENT Coopers and Lybrand L.L.P. Ford Motor Company The American Road Dearborn, Michigan Re: Ford Motor Company Registration Statement on Form S-8 We are aware that our reports dated April 15, 1996, July 15, 1996 and October 16, 1996 on our reviews of the interim financial information of Ford Motor Company and Subsidiaries for the periods ended March 31, 1996 and 1995, June 30, 1996 and 1995, and September 301, 1996 and 1995, and included in the Ford Motor Company Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, are incorporated by reference this Registration Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the Registration Statement certified by us within the meaning of Sections 7 and 11 of the Act. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan January 29, 1997 EX-23 6 COOPERS LETTER Coopers & Lybrand L.L.P. Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P. Re: Ford Motor Company Registration Statement on Form S-8 We consent to the incorporation by reference in this Registration Statement of our report dated January 26, 1996 on our audits of the consolidated financial statements of Ford Motor Company at December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is included in Ford's 1995 Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan January 29, 1997 EX-24.2 7 COSGROVE POWER POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING DEBT SECURITIES, LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY The undersigned, the Corporate Controller and the principal accounting officer of FORD MOTOR COMPANY (the "Company"), appoints each of J. M. Devine, M. S. Macdonald, E. S. Acton, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr., his or her true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable the Company to register the above-captioned Securities for issuance and sale under, and otherwise to comply with, the Securities Act of 1933 and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, including but not limited to, power and authority to sign his name (whether on behalf of the Company, or otherwise) to one or more Registration Statements and any amendments thereto, or any of the exhibits, financial statements and schedules, or the prospectuses, filed therewith, and to file them with the Commission, all as authorized at a meeting of the Board of Directors of the Company held on April 11, 1996. The undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument. The undersigned has signed his name as of the 29th day of January, 1997. /s/William J. Cosgrove ---------------------------- (William J. Cosgrove) -----END PRIVACY-ENHANCED MESSAGE-----