-----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, ICvR9S9TGwEMZV8y8qzr3xInlAA44fYHTO/PvMfZ7G3GkR5efstaqX0HNNAEbvgg yP9LknmDG3qyg/V+5F6PeQ== /in/edgar/work/20000802/0000037996-00-000083/0000037996-00-000083.txt : 20000921 0000037996-00-000083.hdr.sgml : 20000921 ACCESSION NUMBER: 0000037996-00-000083 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 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: 333-31466 FILM NUMBER: 684397 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. 333-31466 ======================================================================== 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. Employer Identification No.) incorporation or organization) One American Road Dearborn, Michigan 48126-1899 (Address of principal executive offices) (Zip Code) ________________ FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN (Full title of the Plan) ________________ J. M. RINTAMAKI, Esq. Ford Motor Company P. O. Box 1899 One American Road Dearborn, Michigan 48126 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) -2- FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement Nos. 333-65703, 333-47733, 333-20725, 33-62227 and 333-74313 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 (the "1933 Act"). 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 - Ford Motor Company Deferred Compensation Plan, as amended and restated as of January 1, 2000. Filed as Exhibit 10-R to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. Exhibit 5.1* - 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. -3- Exhibit 5.2* - Opinion of J. Gordon Christy, Counsel to Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. 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 24.1 - 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 24.2 - 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. ______________________________________ *Previously filed as an Exhibit to this Registration Statement on March 2, 2000. -4- 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: William Clay Ford, Jr.* -------------------------------- (William Clay Ford, Jr.) 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 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 Nominating William Clay Ford, Jr.* and Governance Committee - ----------------------------- (William Clay Ford, Jr.) John R. H. Bond Director August 2, 2000 - ----------------------------- (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) -5- Signature Title Date --------- ----- ---- William Clay Ford* Director - ----------------------------- (William Clay Ford) 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 August 2, 2000 - ----------------------------- (Homer A. Neal) Jorma J. Ollila* Director - ----------------------------- (Jorma H. Ollila) Carl E. Reichardt* Director - ----------------------------- (Carl E. Reichardt) Robert E. Rubin* Director - ----------------------------- (Robert E. Rubin) John L. Thornton* Director - ----------------------------- (John L. Thornton) -6- Signature Title Date --------- ----- ---- 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)
-7-
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) ---------------- Exhibit 4 - Ford Motor Company Deferred Compensation Plan, as amended and restated as of January 1, 2000. Filed as Exhibit 10-R to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. Exhibit 5.1* - 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 5.2* - Opinion of J. Gordon Christy, Counsel to Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. 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 24.1 - 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 24.2 - 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.
______________________________________ *Previously filed as an Exhibit to this Registration Statement on March 2, 2000. EX-15 2 0002.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. 333-31466) dated August 2, 2000. Very Truly Yours, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, MI EX-23 3 0003.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. 333-31466) 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-----