-----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, MIr/fe43ovkVLiDOqrD7HdrKLJf9RvBXHgFzAOQe24Vfh/hLN8UiK7Qpn3y8Kpba Udj2cMyyHGPumEj/m3cf4w== /in/edgar/work/20000628/0000037996-00-000054/0000037996-00-000054.txt : 20000920 0000037996-00-000054.hdr.sgml : 20000920 ACCESSION NUMBER: 0000037996-00-000054 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000628 EFFECTIVENESS DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: [3711 ] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40258 FILM NUMBER: 662307 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 0001.txt 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) One American Road Dearborn, Michigan 48126 (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 One American Road Dearborn, Michigan 48126-1899 (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 Amount of to be registered registered* share** price** registration fee - -------------------------- -------------------- ------------------------- ---------------------------- ---------------------- Common Stock, 250,000 $1.00 par value shares $41.9063 $10,476,575 $2,765.82 - -------------------------- -------------------- ------------------------- ---------------------------- ======================
*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, as amended, and as trustee under the Plan, during 2000 and during subsequent years until a new Registration Statement becomes effective. **Based on the when issued market price of Common Stock of the Company on June 26, 2000 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. -2- FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 333-38580, 333-37396, 333-86127, 333-58695, 333-49545, 333-47443, 333-28181, 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 (as amended effective January 1, 1997) with amendments through January 26, 2000. Filed as Exhibit 4.A to Registration Statement No. 333-37396 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 Amendment dated October 25, 1997 to Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.E to Registration Statement No. 333-47443 and incorporated herein by reference. Exhibit 4.D - Copy of Amendment dated March 3, 1998 to Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.F to Registration Statement No. 333-58695 and incorporated herein by reference. Exhibit 5.A - Opinion of Kathryn S. Lamping, 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 as Exhibit 5.B to Registration Statement No. 333-28181 and incorporated herein by reference. 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. -3- Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A to Registration Statement No. 333-37396 and incorporated herein by reference. Exhibit 24.B - Powers of Attorney authorizing signature. Filed with this registration statement. Exhibit 24.C - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.B to Registration Statement No. 333-37396 and incorporated herein by reference. -4- 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 28th day of June, 2000. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES By:/s/Sheryl Herrick ----------------------------------- Sheryl Herrick, Chairperson Savings and Stock Investment Plan Committee -5- 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 28th day of June, 2000. FORD MOTOR COMPANY By: Jacques A. Nasser* ------------------------- (Jacques A. Nasser) Chief Executive Officer and President 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 President and Chief Executive Officer Jacques A. Nasser* (principal executive officer) - ----------------------------- (Jacques A. Nasser) Director, Chairman of the Board and Chairman of the Environmental and Public Policy Committee, the Finance Committee and the Organization William Clay Ford, Jr.* Review and Nominating Committee - ----------------------------- (William Clay Ford, Jr.) June 28, 2000 Director and Chairman of the Compensation and Option Michael D. Dingman* Committee - ----------------------------- (Michael D. Dingman) Edsel B. Ford II* Director - ----------------------------- (Edsel B. Ford II) William Clay Ford* Director - ----------------------------- (William Clay Ford) -6- Signature Title Date - --------- ----- ---- Director and Chairman of Irvine O. Hockaday, Jr.* the Audit Committee - ----------------------------- (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director - ----------------------------- (Marie-Josee Kravis) Ellen R. Marram* Director - ----------------------------- (Ellen R. Marram) Homer A. Neal* Director - ----------------------------- (Homer A. Neal) Jorma J. Ollila* Director June 28, 2000 - ----------------------------- (Jorma H. Ollila) Carl E. Reichardt* Director - ----------------------------- (Carl E. Reichardt) Robert E. Rubin* Director - ----------------------------- (Robert E. Rubin) John L. Thornton* Director - ----------------------------- (John L. Thornton) Group Vice President and Chief Financial Officer Henry D.G. Wallace* (principal financial officer) - ----------------------------- (Henry D.G. Wallace) -7- Vice President and Controller William A. Swift* (principal accounting officer) - ----------------------------- (William A. Swift) *By:/s/K. S. Lamping - ----------------------------- (K. S. Lamping, Attorney-in-Fact)
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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 (as amended effective January 1, 1997) with amendments through January 26, 2000. Filed as Exhibit 4.A to Registration Statement No. 333-37396 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 Amendment dated October 25, 1997 to Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.E to Registration Statement No. 333-47443 and incorporated herein by reference. Exhibit 4.D - Copy of Amendment dated March 3, 1998 to Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.F to Registration Statement No. 333-58695 and incorporated herein by reference. Exhibit 5.A - Opinion of Kathryn S. Lamping, 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 as Exhibit 5.B to Registration Statement No. 333-28181 and incorporated herein by reference. 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. 333-37396 and incorporated herein by reference. -9- Exhibit 24.B - Powers of Attorney authorizing signature. Filed with this registration statement. Exhibit 24.C - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.B to Registration Statement No. 333-37396 and incorporated herein by reference.
EX-5.A 2 0002.txt EXHIBIT 5.A [OBJECT OMITTED] Exhibit 5.A Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126-1899 June 28, 2000 Ford Motor Company One American Road Dearborn, Michigan 48126 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 250,000 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, as amended, 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/Kathryn S. Lamping Kathryn S. Lamping Assistant Secretary and Counsel EX-15 3 0003.txt EXHIBIT 15 Exhibit 15 June 27, 2000 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated April 14, 2000 on our review of interim financial information of Ford Motor Company (the "Company") as of and for the period ended March 31, 2000 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in this Registration Statement dated June 28, 2000. Very truly yours, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP EX-23 4 0004.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 24, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Ford Motor Company, which is incorporated by reference in Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated January 24, 2000 relating to the financial schedule, which appears in such Annual Report on Form 10-K. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, Michigan June 27, 2000 EX-24.B 5 0005.txt EXHIBIT 24.B Exhibit 24.B POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY Each of the undersigned, a director, officer or employee of FORD MOTOR COMPANY (the "Company"), appoints each of Peter J. Sherry, Jr., L. J. Ghilardi, K. S. Lamping, M. F. Marecki, D. J. Cropsey, and E.J. Lukas 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 or her 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 12, 2000, adjourned, and reconvened on April 13, 2000. Each of 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. Each of the undersigned has signed his or her name as of the 10th day of May, 2000. - ----------------------------- ----------------------------- (William Clay Ford, Jr.) (Jacques A. Nasser) - ----------------------------- ----------------------------- (Michael D. Dingman) (Edsel B. Ford II) - ----------------------------- ----------------------------- (William Clay Ford) (Irvine O. Hockaday, Jr.) - ----------------------------- ----------------------------- (Marie-Josee Kravis) (Ellen R. Marram) /s/Homer A. Neal - ----------------------------- ----------------------------- (Homer A. Neal) (Jorma J. Ollila) /s/Robert E. Rubin - ----------------------------- ----------------------------- (Carl E. Reichardt) (Robert E. Rubin) /s/John L. Thornton - ----------------------------- ----------------------------- (John L. Thornton) (Henry D.G. Wallace) - ----------------------------- (William A. Swift) -----END PRIVACY-ENHANCED MESSAGE-----