-----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, KcqIdXfqBytqtr31KD8vIewzJEc02rP+Nhl7n4cDSV5hoMCZx2tz9i92UkbcLuBU RhlHjSgWD4nlfT1KraF4xw== /in/edgar/work/20000802/0000037996-00-000081/0000037996-00-000081.txt : 20000921 0000037996-00-000081.hdr.sgml : 20000921 ACCESSION NUMBER: 0000037996-00-000081 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000802 EFFECTIVENESS DATE: 20000802 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 POS SEC ACT: SEC FILE NUMBER: 333-40260 FILM NUMBER: 684386 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 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.
EX-5.A 2 0002.txt EXHIBIT 5.A Exhibit 5.A [OBJECT OMITTED] Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126-1899 August 2, 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 1,253,108 shares of Common Stock, par value $.01 per share, of the Company ("Common Stock"), relating to the Company's Tax-Efficient Savings Plan for Hourly 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 July 31, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated July 18, 2000 on our review of interim financial information of Ford Motor Company (the "Company") as of and for the period ended June 30, 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 on Form S-8 (No. 333-40260) dated August 2, 2000. Very Truly Yours, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, MI EX-23 4 0004.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-40260) 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 statement schedule, which appears in such Annual Report on Form 10-K. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, Michigan July 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----