-----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, CfsSiVE1iekRxkPuTZ5ApVTdafR9cwR8sLaFDQnj0VjFxhwkdqd6yF5OZzz2ihQg Vxh+ERypfLCLFe2QSSEEgA== 0000037996-01-000012.txt : 20010308 0000037996-01-000012.hdr.sgml : 20010308 ACCESSION NUMBER: 0000037996-01-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010307 EFFECTIVENESS DATE: 20010307 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: S-8 SEC ACT: SEC FILE NUMBER: 333-56660 FILM NUMBER: 1562936 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 S-8 1 0001.txt DCP 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 48126-1899 (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 48126-1899 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) ___________
CALCULATION OF REGISTRATION FEE - -------------------------- ------------------------ ------------------------ ------------------------ ----------------- Proposed maximum Proposed maximum Amount of Title of securities to Amount to be offering price per aggregate offering registration fee be registered registered obligation price** - -------------------------- ------------------------ ------------------------ ------------------------ ----------------- Deferred Compensation Plan Obligations* $150,000,000 100% $150,000,000 $37,500 - -------------------------- ------------------------ ------------------------ ------------------------ -----------------
* The Deferred Compensation Plan Obligations are unsecured obligations of Ford Motor Company to pay deferred compensation in the future in accordance with the terms of the Ford Motor Company Deferred Compensation Plan. ** Estimated solely for the purpose of determining the registration fee. =============================================================================== FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement Nos. 333-31466, 333-65703, 333-47733, 333-20725, 33-62227 and 333-74313 are incorporated herein by reference. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit 4.1 - 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 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of April 12, 2000. Filed with this Registration Statement. Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of June 1, 2000. Filed with this Registration Statement. 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 Bonnie S. Gorichan, 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 incorporated herein by reference. Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.3 - 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. 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 7th day of March, 2001. 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 - --------- ----- ---- William Clay Ford, Jr.* Chairman of the Board and Chairman - ------------------------ of the Environmental and Public Policy (William Clay Ford, Jr.) Committee, the Finance Committee and the Nominating and Governance Committee Jacques Nasser* Director and President - ----------------------- and Chief Executive Officer (Jacques Nasser) (principal executive officer) March 7, 2001 John R. H. Bond Director - ----------------------- (John R. H. Bond) Michael D. Dingman* Director and Chairman of - ----------------------- Compensation Committee (Michael D. Dingman) Edsel B. Ford II* Director - ----------------------- (Edsel B. Ford II) William Clay Ford* Director - ----------------------- (William Clay Ford) Signature Title Date - --------- ----- ---- Irvine O. Hockaday, Jr.* Director and Chairman of - ----------------------- Audit Committee (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director - ----------------------- (Marie-Josee Kravis) Ellen R. Marram* Director - ----------------------- (Ellen R. Marram) Homer A. Neal* Director March 7, 2001 - ----------------------- (Homer A. Neal) Jorma Ollila* Director - ----------------------- (Jorma 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 Henry D. G. Wallace* and Chief Financial Officer - ----------------------- (principal financial officer) (Henry D. G. Wallace) Lloyd E. Hansen* Vice President and Controller - ----------------------- (principal accounting officer) (Lloyd E. Hansen) *By: /s/ K. S. Lamping - ---------------------- (K. S. Lamping, Attorney-in-Fact)
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) ------------- Exhibit 4.1 - 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 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of April 12, 2000. Filed with this Registration Statement. Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of June 1, 2000. Filed with this Registration Statement. 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 Bonnie S. Gorichan, 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 incorporated herein by reference. Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.3 - 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-4.2 2 0002.txt EXHIBIT 4.2 Exhibit 4.2 AMENDMENT TO FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN -------------------------- (Effective as of April 12, 2000) The following new paragraph (i) is added to Section 4: "(i) Transfer of Deferral Accounts to Visteon Plan. Anything in the Plan to the contrary notwithstanding, all outstanding book entry deferral accounts maintained under the Plan for participants who become employees of Visteon Corporation ("Visteon") or any of its consolidated subsidiaries immediately following employment with the Company shall be transferred to a new Visteon Deferred Compensation Plan ("Visteon DCP") to be adopted by Visteon and governed by the provisions of that plan, effective as of 5:00 p.m. Eastern Standard Time on the effective date of the distribution of all of the Company's Visteon stock to the holders of the Company's common stock and Class B stock (the "Transfer Date"). The transferred account balances may not be immediately available for redesignations under the Plan until account balances have been properly verified by the recordkeepers for both plans. On and after the Transfer Date, any deferrals by such employees shall be made under the Visteon DCP, even if the election to defer was made prior to the Transfer Date. Unless the participant changes his or her investment options for any such deferral, the Visteon DCP shall honor the investment elections that were in effect under this Plan for such class year and type of compensation to the extent the Visteon DCP has the same investment choices. The Visteon DCP shall have a Ford Stock Fund investment option for those transferred accounts that had deferrals based on the Ford Stock Fund under this Plan as of the Transfer Date, but the Ford Stock Fund under the Visteon DCP shall be a "sell only" fund, and would not be available for any new deferrals or redesignations into such fund from other funds or for credits based on dividend equivalents. Distributions relating to the transferred accounts shall be made under the Visteon DCP in the form specified by the participant while employed by the Company." EX-4.3 3 0003.txt EXHIBIT 4.3 Exhibit 4.3 AMENDMENT TO FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN -------------------------- (Effective as of June 1, 2000) The first sentence of paragraph (i) of Section 4 is revised to read as follows: "Anything in the Plan to the contrary notwithstanding, all outstanding book entry deferral accounts maintained under the Plan for participants who become employees of Visteon Corporation ("Visteon") or any of its consolidated subsidiaries immediately following employment with the Company shall be transferred to a new Visteon Deferred Compensation Plan ("Visteon DCP") to be adopted by Visteon and governed by the provisions of that plan, effective as of 5:00 p.m. Eastern Time on June 30, 2000 (the "Transfer Date")." EX-24.2 4 0004.txt EXHIBIT 24.2 Exhibit 24.2 POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY The undersigned, an officer of Ford Motor Company (the "Company"), appoints each of Peter J. Sherry, Jr., L. J. Ghilardi, K. S. Lamping, J. F. Zaremba, D. J. Cropsey, and E. J. Lukas his 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 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. 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. The undersigned has signed his name as of the 2nd day of March, 2001. /s/Lloyd E. Hansen - --------------------------- (Lloyd E. Hansen) EX-5.1 5 0005.txt EXHIBIT 5.1 Exhibit 5.1 [GRAPHIC OMITTED] Ford Motor Company The American Road P.O. Box 1899 Dearborn, Michigan 48126 March 7, 2001 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 the obligations of the Company under the Company's Deferred Compensation Plan (the "Plan") to pay in the future the value of the deferred compensation accounts, as defined in the Plan, adjusted to reflect the performance, whether positive or negative, of the selected measurement investment options during the deferral period, in accordance with the terms of the Plan (the "Obligations"). 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 Obligations being registered under the Registration Statement, and all such Obligations issued in accordance with 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. I hereby consent to the use of this opinion as Exhibit 5.1 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-5.2 6 0006.txt EXHIBIT 5.2 Exhibit 5.2 [GRAPHIC OMITTED] Ford Motor Company P. O. Box 1899 Dearborn, Michigan 48126 March 7, 2001 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"), relating to the Company's Deferred Compensation Plan (the "Plan"). As Counsel to the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Plan. I have examined, or caused to be examined, the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions of the Plan. I also have examined or caused to be examined such other documents and instruments and have made such further investigation as I have deemed appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that in general the Plan is exempt from ERISA's requirements. However, to the extent a limited statement to the United States Department of Labor (the "DOL") is required to meet the reporting and disclosure requirements under ERISA regulations, that statement has been filed with the DOL. I hereby consent to the use of this opinion as Exhibit 5.2 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/Bonnie S. Gorichan Bonnie S. Gorichan Counsel EX-15 7 0007.txt EXHIBIT 15 EXHIBIT 15 ---------- March 7, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our reports dated April 14, 2000, July 18, 2000 and October 17, 2000, on our reviews of interim financial information of Ford Motor Company (the "Company") as of and for the periods ended March 31, 2000, June 30, 2000 and September 30, 2000, respectively, and included in the Company's Quarterly Reports on Form 10-Q for the quarters then ended are incorporated by reference in this Registration Statement on Form S-8, dated March 7, 2001. Very truly yours, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, MI EX-23 8 0008.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, except for note 2, which is as of June 28, 2000, relating to the financial statements, which appears in Ford Motor Company's (the "Company") Current Report on Form 8-K dated June 28, 2000. We also consent to the incorporation by reference of our report dated January 24, 2000 relating to the financial statement schedule, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, MI March 7, 2001 -----END PRIVACY-ENHANCED MESSAGE-----