-----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, DNnGZ2LngKLeNTVlmUG8TPHp4PH17kaB5+b2PRNTEOQv6LQ4UVN+NxpFdtIVHcY7 TZ87NsiY7lga94fjNeTG2g== 0000037996-01-000018.txt : 20010327 0000037996-01-000018.hdr.sgml : 20010327 ACCESSION NUMBER: 0000037996-01-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010326 EFFECTIVENESS DATE: 20010326 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: 333-57598 FILM NUMBER: 1578983 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 S-8 1 0001.txt 1998 LTIP 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. Employee incorporation or organization) Identification No.) One American Road Dearborn, Michigan 48126-1899 (Address of principal executive offices) (Zip Code) 1998 Long-Term Incentive 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 Title of Proposed aggregate offering securities to be Amount to be registered maximum offering price (e) Amount of registered price per share (b),(d) registration fee (f) - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- Common Stock, 1,829,717 (a) $27.7980 (b) _____ _____ $.01 par value shares - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- Common Stock, 2,750,000 (c) $29.0400 (d) _____ _____ $.01 par value shares - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- $130,722,473.17 (e) $32,680.62 (f) ========================== ======================== ======================== ======================== =======================
(a) The number of shares being registered includes 1,829,717 shares of Common Stock of the Company (a) 1,580,025 of which are subject to options granted under the 1998 Long-Term Incentive Plan (the "Plan") and 249,692 of which relate to options granted under The Hertz Corporation Long-Term Equity Contribution Plan and converted to these options subject to the Common Stock of the Company as a result of the merger of Ford FSGII, Inc. with and into The Hertz Corporation. -2- (b) Based on the volume-weighted average option price of (a) 1,580,025 shares of Common Stock of the Company subject to options granted under the Plan and outstanding on March 22, 2001, with an option price of $27.42 and (b) 249,692 shares of Common Stock subject to options granted under the Plan and outstanding on March 22, 2001, with an option price of $30.19 in accordance with Rule 457(h) under the Securities Act of 1933. (c) The number of shares being registered includes 2,750,000 shares of Common Stock of the Company issued or to be issued as awards to participants under the Plan. (d) Based on the market price of Common Stock of the Company on March 21, 2001, in accordance with Rule 457(c) under the Securities Act of 1933. (e) This amount is the sum of (a) the aggregate option price of 1,829,717 shares of Common Stock of the Company subject to options granted under the Plan and outstanding on March 22, 2001, with a volume-weighted average option price of $27.7980, in accordance with Rule 457(h) under the Securities Act of 1933, and (b) the assumed aggregate offering price of the remaining 2,750,000 shares of Common Stock being registered, based on the market price of Common Stock of the Company on March 21, 2001, in accordance with Rule 457(c) under the Securities Act of 1933. (f) This amount is based on the proposed maximum aggregate offering price of $130,722,473.17. See note (e). -3- 1998 Long-Term Incentive Plan _______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statement Nos. 333-37542, 333-70447 and 333-52399 are incorporated herein by reference. Item 8. Exhibits. Exhibit 4.1 - Ford Motor Company 1998 Long-Term Incentive Plan. Filed as Exhibit 10-W to Ford's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. Exhibit 4.2 - Amendment to 1998 Long-Term Incentive Plan, effective as of January 1, 1999. Filed as Exhibit 10-U-1 to Ford's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. Exhibit 4.3 - Amendment to 1998 Long-Term Incentive Plan, effective as of March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. Exhibit 5 - 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 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 as Exhibit 24.2 to Registration Statement No.333-56660 and incorporated herein by reference. 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. -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 26th 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.* Director, Chairman of the - ----------------------------- Board and Chairman of the (William Clay Ford, Jr.) Environmental and Public Policy Committee, the Finance Committee and the Nominating and Governance Committee Jacques Nasser* Director and President - ----------------------------- and Chief Executive Officer (Jacques Nasser) (principal executive officer) John R. H. Bond* Director March 26, 2001 - ----------------------------- (John R. H. Bond) Michael D. Dingman* Director and - ----------------------------- Chairman of the (Michael D. Dingman) Compensation Committee Edsel B. Ford II* Director - ----------------------------- (Edsel B. Ford II) William Clay Ford* Director - ----------------------------- (William Clay Ford) -5- Signature Title Date --------- ----- ---- Irvine O. Hockaday, Jr.* Director and - ----------------------------- Chairman of the (Irvine O. Hockaday, Jr.) Audit Committee Marie-Josee Kravis* Director - ----------------------------- (Marie-Josee Kravis) Ellen R. Marram* Director - ----------------------------- (Ellen R. Marram) Homer A Neal* Director - ----------------------------- (Homer A. Neal) Jorma Ollila* Director March 26, 2001 - ----------------------------- (Jorma 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 --------- ----- ---- Henry D. G. Wallace* Group Vice President and - ----------------------------- Chief Financial Officer (Henry D. G. Wallace) (principal financial officer) Lloyd E. Hansen* Vice President and - ----------------------------- Controller (Lloyd E. Hansen) (principal accounting officer)
*By:/s/K. S. Lamping ------------------------- (K. S. Lamping, Attorney-in-Fact) -7-
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) ------------- Exhibit 4.1 - Ford Motor Company 1998 Long-Term Incentive Plan. Filed as Exhibit 10-W to Ford's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. Exhibit 4.2 - Amendment to 1998 Long-Term Incentive Plan, effective as of January 1, 1999. Filed as Exhibit 10-U-1 to Ford's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. Exhibit 4.3 - Amendment to 1998 Long-Term Incentive Plan, effective as of March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. Exhibit 5 - 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 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 as Exhibit 24.2 to Registration Statement No.333-56660 and incorporated herein by reference. 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-5 2 0002.txt EXHIBIT 5 [OBJECT OMITTED] Exhibit 5 Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126-1899 March 26, 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"), 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 4,579,717 shares of Common Stock, par value $.01 per share, of the Company ("Common Stock"), relating to the 1998 Long-Term Incentive Plan (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, when issued and delivered pursuant to the Company's Certificate of Incorporation and the Plan, and when the Registration Statement shall have become effective, will be legally issued and will be fully paid and non-assessable. I hereby consent to the use of this opinion as Exhibit 5 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-23 3 0003.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 18, 2001 relating to the financial statements of Ford Motor Company and Subsidiaries and of our report dated March 19, 2001 relating to the financial statements of Ford Capital BV and Subsidiaries, which appear in Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 2000. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, MI March 21, 2001 -----END PRIVACY-ENHANCED MESSAGE-----