-----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, PZyR+qR627Q+nB13wQXNL6KMjnNDp4CgnqZk/JLMSwcZNGGTUkvk5KknxfbdGo1R OIxWiuDnUlIGXjoHEAZY6g== 0000037996-97-000012.txt : 19970602 0000037996-97-000012.hdr.sgml : 19970602 ACCESSION NUMBER: 0000037996-97-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970530 EFFECTIVENESS DATE: 19970530 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: 333-28181 FILM NUMBER: 97617368 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 SSIP 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 SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED 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 maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering price** Amount of to be registered registered* share** registration fee - ------------------------- ------------------- -------------------------- --------------------------- ======================= Common Stock, 11,000,000 $1.00 par value shares $37.4375 $411,812,500 $124,791.67 - ------------------------- ------------------- -------------------------- --------------------------- =======================
*The number of shares being registered represents the maximum number of additional shares not registered heretofore that may be acquired by Fidelity Management Trust Company, as trustee under the Master Trust established as of September 30, 1995 and as trustee under the Plan, during 1997 and during subsequent years until a new Registration Statement becomes effective. **Based on the market price of Common Stock of the Company on May 27, 1997 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 covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 33-64607, 33-54735, 33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 are incorporated herein by reference. ____________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. Filed as Exhibit 4.A to Registration Statement No. 33-64607 and incorporated herein by reference. Exhibit 4.B - Copy of Master Trust Agreement dated as of September 30, 1995 between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.B to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 4.C - Copy of Group Annuity Contract effective January 1, 1995 between John Hancock Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed as Exhibit 4.E to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 5.A - 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.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 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.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A to Registration Statement No. 333-27993 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.B to Registration Statement No. 333-27993 and incorporated herein by reference. -2- 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 30th day of May, 1997. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES By:/s/Glen Anderson ---------------------------------------- Glen Anderson, Chairman Savings and Stock Investment Plan Committee -3- 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 May, 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) May 30, 1997 - ---------------------------- (Alex Trotman) Michael D. Dingman* Director May 30, 1997 - ---------------------------- (Michael D. Dingman) Director, Vice President-Ford and President and Chief Operating Officer, Edsel B. Ford II* Ford Motor Credit Company May 30, 1997 - ---------------------------- (Edsel B. Ford II) William Clay Ford* Director May 30, 1997 - ---------------------------- (William Clay Ford) Director and Chairman William Clay Ford, Jr.* of the Finance Committee May 30, 1997 - ---------------------------- (William Clay Ford, Jr.)
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Signature Title Date Roberto C. Goizueta* Director May 30, 1997 - --------------------------- (Roberto C. Goizueta) Irvine O. Hockaday, Jr.* Director May 30, 1997 - --------------------------- (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director May 30, 1997 - --------------------------- (Marie-Josee Kravis) Ellen R. Marram* Director May 30, 1997 - --------------------------- (Ellen R. Marram) Homer A. Neal* Director May 30, 1997 - --------------------------- (Homer A. Neal) Carl E. Reichardt* Director May 30, 1997 - --------------------------- (Carl E. Reichardt) John L. Thornton* Director May 30, 1997 - --------------------------- (John L. Thornton) Executive Vice President and Chief Financial Officer John M. Devine* (principal financial officer) May 30, 1997 - --------------------------- (John M. Devine) Corporate Controller May 30, 1997 William J. Cosgrove* (principal accounting officer) - --------------------------- (William J. Cosgrove) *By:/s/K.S. Lamping ----------------------- (K. S. Lamping, Attorney-in-Fact)
-6- EXHIBIT INDEX
Sequential Page at Which Found (or Incorporated by Reference) Exhibit 4.A Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. Filed as Exhibit 4.A to Registration Statement No. 33-64607 and incorporated herein by reference. Exhibit 4.B Copy of Master Trust Agreement dated as of September 30, 1995 between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.B to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 4.C Copy of Group Annuity Contract effective January 1, 1995 between John Hancock Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed as Exhibit 4.E to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 5.A 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.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 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.A Powers of Attorney authorizing signature. Filed as Exhibit 24.A to Registration Statement No. 333-27993 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.B to Registration Statement No. 333- 27993 and incorporated herein by reference.
EX-5.A 2 EXHIBIT 5.A Ford Motor Company The American Road P.O. Box 1899 Dearborn, Michigan 48121-1899 May 30, 1997 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 11,000,000 shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), relating to the Company's Savings and Stock Investment Plan for Salaried 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 Fidelity Management Trust Company, as trustee under the Master Trust Agreement dated as of September 30, 1995 relating to the Plan (the "Master Trust Agreement") and as trustee under the Plan, in accordance with the Master Trust Agreement and 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/Peter Sherry, Jr. Peter Sherry, Jr. Assistant Secretary and Counsel EX-5.B 3 EXHIBIT 5.B Exhibit 5.B INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45201 Date: Dec 13, 1995 Employer Identification Number: 38-0549l90 File Folder Number: 385048000 FORD MOTOR COMPANY Person to Contact: P.O. Box 1899, THE AMERICAN RD. LESLIE LEE DEARBORN, MI 48121-1899 Contact Telephone Number: (513) 684-3866 Plan Name: SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES Plan Number: 010 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 is subject to your adoption of the proposed amendments submitted in your letter dated December 21, 1994. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 402(b). This determination is also subject to your opinion of the proposed amendments submitted in your letter(s) dated 11/14/95 & 12/4/95. These proposed amendments should also be adopted on or before the date prescribed by the regulations under Code section 401(b). This plan satisfies the requirements of Code section 4975(e)(7). This plan has been mandatorily disaggregated, permissively aggregated, or restructed to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This letter may not be relied upon with respect to whether the plan satisfied the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. 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 EX-15 4 EXHIBIT 15 Exhibit 15 Coopers & 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 report dated April 16, 1997 accompanying the unaudited interim financial information of Ford Motor Company and Subsidiaries for the periods ended March 31, 1997 and 1996, and included in the Ford Motor Company Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated by reference in 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 prepared or 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 48243 May 29, 1997 EX-23 5 EXHIBIT 23 Exhibit 23 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 27, 1997 on our audits of the consolidated financial statements of Ford Motor Company at December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which report is included in Ford's 1996 Annual Report on Form 10-K. /s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 May 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----