-----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, TGA7Vj5VYuWhaLlfYmG6S7t8zjXheFCzpe3Jm0slPAYbOXj1iFw8q0PM9+tITs+G KorfZeajPkch3HuTcyK2XA== 0000037996-97-000023.txt : 19971010 0000037996-97-000023.hdr.sgml : 19971010 ACCESSION NUMBER: 0000037996-97-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971008 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971009 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03950 FILM NUMBER: 97692644 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report October 8, 1997 (Date of earliest event reported) FORD MOTOR COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-3950 38-0549190 (Commission File Number) (IRS Employer Identification No.) The American Road, Dearborn, Michigan 48121 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 -2- Item 5. Other Events. - --------------------- News release dated October 8, 1997, filed as Exhibit 20 to this Current Report on Form 8-K, is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- EXHIBITS Designation Description Method of Filing Exhibit 20 News release dated Filed with this Report October 8, 1997 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the date indicated. FORD MOTOR COMPANY ------------------- (Registrant) Date: October 8, 1997 By:/s/John M. Rintamaki --------------------- John M. Rintamaki Secretary EXHIBIT INDEX DESIGNATION DESCRIPTION PAGE Exhibit 20 News release dated October 8, 1997 EX-20 2 PRESS RELEASE News Global News, Ford Motor Company, Public Affairs, The American Road, Dearborn, MI 48121 Telephone: 1-313-322-9600; Fax: 1-313-845-0570 E-Mail: usfmdzyg @ IBMMAIL: Internet: http://media.ford.com Contact: Mel Stephens Mike Holland Pam Kueber 1-313-323-8220 1-313-323-8221 1-313-322-9600 IMMEDIATE RELEASE FORD PLANS TO SPIN OFF ITS 80.7 PERCENT STAKE IN THE ASSOCIATES TO FORD SHAREHOLDERS DEARBORN, Mich., October 8, 1997 -- Ford Motor Company [NYSE: F] plans to spin off its 80.7 percent interest in Associates First Capital Corporation [NYSE: AFS] to Ford common and Class B shareholders. The spin-off would be accomplished by Ford distributing to its shareholders its 279.5 million shares of common stock of The Associates, presently valued at about $18 billion or $15 per Ford share. Ford purchased The Associates in 1989 for $3.35 billion. A 19.3 percent interest in The Associates was sold in an initial public offering in May 1996. "Ford's top priority is to continue to improve and grow our automotive-related businesses. Our automotive operations are showing substantial improvement in quality, product excellence and financial performance," Ford Chairman Alex Trotman said. "The planned spin-off reflects our continuing focus on this top priority, and our desire to enhance shareholder value. "The Associates is a premier growth company," Trotman added. "While the company prospered under Ford's ownership, we believe The Associates has achieved the market presence and scale to pursue its growth strategy more effectively as a stand-alone entity. On its own, The Associates will have greater flexibility in funding its growth with new equity offerings. In addition, it will be able to compete more effectively for acquisitions by offering its stock as consideration. "We believe the market value of The Associates is neither fully nor consistently reflected in Ford's stock price," Trotman said. "Because the market views Ford as an automotive company, it has not fully recognized or rewarded us for our diversification in non-automotive financial services businesses." Ford believes that its shareholders will benefit from direct ownership of the two companies. As announced separately, the Ford Board of Directors today elected to maintain Ford's present dividend of 42 cents per share for the fourth quarter. "We don't plan to change the dividend as a result of the spin-off," Trotman said. "Future dividends will depend on the ongoing performance of our automotive-related businesses." Ford said the spin-off is subject to receipt of a ruling from the U.S. Internal Revenue Service that the transaction will be tax-free to Ford and its shareholders. The ruling process is expected to take several months. Upon receipt of a favorable ruling, Ford plans to distribute its 279.5 million shares of The Associates to Ford shareholders in proportion to their ownership of common and Class B stock. Based on the current number of outstanding shares, holders of Ford stock would receive one share of The Associates common stock for about every four shares of Ford common or Class B stock. The actual distribution ratio will depend on the number of shares of Ford stock outstanding on the record date for the spin-off. Associates First Capital Corporation, based in Dallas, Texas, is a leading diversified finance company providing consumer and commercial finance, leasing, and related services through 2,220 offices worldwide. Total assets managed by the company at June 30, 1997, were more than $55 billion. # # # -----END PRIVACY-ENHANCED MESSAGE-----