S-8 POS 1 0001.txt AMENDMENT NO. 1 Registration No. 333-40260 ======================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO 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. Employee Identification No.) incorporation or organization) One American Road Dearborn, Michigan 48126-1899 (Address of principal executive offices) (ZipCode) 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 One American Road Dearborn, Michigan 48126-1899 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) -2- FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 333-38586, 333-37536, 333-58701, 333-49547, 333-47445, 333-27993, 33-64605, 33-61107, 33-58255, 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 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. 333-38352 filed by Ford under the Securities Act of 1933. 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.A - Amended and Restated Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees dated October 9, 1999. Filed as Exhibit 4.A to Registration Statement No. 333-37536 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. -3- 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. 33-58255 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 Exhibit 24.B to Registration Statement No. 333-40258 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. 333-37396 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 2nd day of August, 2000. FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES By: /s/ Sheryl Herrick ---------------------------------- Sheryl Herrick, Chairperson Tax-Efficient Savings Plan for Hourly Employees Committee 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 2nd day of August, 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 August 2, 2000 Chairman of the Environmental and Public Policy Committee, the Finance Committee and the Nominating William Clay Ford, Jr.* and Governance Committee ----------------------------- (William Clay Ford, Jr.) -5- Signature Title Date --------- ----- ---- John R. H. Bond Director ----------------------------- (John R. H. Bond) Director and Chairman of the Michael D. Dingman* Compensation Committee ----------------------------- (Michael D. Dingman) Edsel B. Ford II* Director ----------------------------- (Edsel B. Ford II) William Clay Ford* Director ----------------------------- (William Clay Ford) Director and Chairman of Irvine O. Hockaday, Jr.* the Audit Committee August 2, 2000 ----------------------------- (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 ----------------------------- (Jorma H. Ollila) -6- Signature Title Date --------- ----- ---- Carl E. Reichardt* Director ----------------------------- (Carl E. Reichardt) Robert E. Rubin* Director ----------------------------- (Robert E. Rubin) John L. Thornton* Director August 2, 2000 ----------------------------- (John L. Thornton) Group Vice President and Chief Financial Officer Henry D.G. Wallace* (principal financial officer) ----------------------------- (Henry D.G. Wallace) 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 - Amended and Restated Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees dated October 9, 1999. Filed as Exhibit 4.A to Registration Statement No. 333-37536 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. 33-58255 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. -8- Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A to Registration Statement No. 333-37396 and Exhibit 24.B to Registration Statement No. 333- 40258 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. 333-37396 and incorporated herein by reference.