0000037996-01-500040.txt : 20011019
0000037996-01-500040.hdr.sgml : 20011019
ACCESSION NUMBER: 0000037996-01-500040
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20011011
EFFECTIVENESS DATE: 20011011
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: 1933 Act
SEC FILE NUMBER: 333-71380
FILM NUMBER: 1756588
BUSINESS ADDRESS:
STREET 1: ONE AMERICAN ROAD
CITY: DEARBORN
STATE: MI
ZIP: 48126
BUSINESS PHONE: 3133223000
MAIL ADDRESS:
STREET 1: ONE AMERICAN RD
CITY: DEARBORN
STATE: MI
ZIP: 48126
S-8
1
ebep1001.txt
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)
-----------
BENEFIT EQUALIZATION 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 aggregate offering Amount of
Title of securities to Amount to be registered offering price per price** registration fee
be registered obligation
-------------------------- ------------------------ ------------------------ ------------------------ -----------------
Benefit Equalization
Plan Obligations* $9,000,000 100% $9,000,000 $2,250.00
========================== ======================== ======================== ======================== =================
* The Benefit Equalization Plan Obligations are unsecured obligations of Ford
Motor Company to pay compensation in the future in accordance with the terms
of the savings plan portion of the Ford Motor Company Benefit Equalization
Plan.
** Estimated solely for the purpose of determining the registration fee.
==============================================================================
-2-
FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN
----------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 333-02735 and 333-87619 are
incorporated herein by reference.
----------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4 - Ford Motor Company Benefit Equalization Plan, as amended
and restated as of December 18, 2000. Filed as Exhibit
10-F to Ford Motor Company's Annual Report on Form 10-K
for the year ended December 31, 2000, 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 Bonnie S. Gorichan, Counsel of 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 24.1 to Registration Statement 333-61882 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 24.2 to Registration Statement No. 333-61882 and
incorporated herein by reference.
-3-
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 11th day of
October, 2001.
FORD MOTOR COMPANY
By: Jacques Nasser*
----------------------------------------
(Jacques 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, Chief Executive Officer
Jacques Nasser* and President
------------------------------ (principal executive officer)
(Jacques Nasser)
Director, Chairman of the Board
William Clay Ford, Jr.* of Directors, Chairman of the
------------------------------ Finance Committee, Chairman of
(William Clay Ford, Jr.) the Organization Review and
Nominating Committee and
Chairman of the Environmental
and Public Policy Committee
October 11, 2001
John R. H. Bond* Director
------------------------------
(John R. H. Bond)
Michael D. Dingman* Director and Chairman of the
------------------------------ Compensation Committee
(Michael D. Dingman)
Edsel B. Ford II* Director
------------------------------
(Edsel B. Ford II)
-4-
Signature Title Date
--------- ----- ----
William Clay Ford* Director
------------------------------
(William Clay Ford)
Irvine O. Hockaday, Jr.* Director and Chairman of
------------------------------ the Audit Committee
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
------------------------------
(Marie-Josee Kravis)
Richard A. Manoogian Director
------------------------------
(Richard A. Manoogian)
Ellen R. Marram* Director October 11, 2001
------------------------------
(Ellen R. Marram)
Homer A. Neal* Director
------------------------------
(Homer A. Neal)
Jorma Ollila* Director
------------------------------
(Jorma Ollila)
Carl E. Reichardt* Director
------------------------------
(Carl E. Reichardt)
Robert E. Rubin* Director
------------------------------
(Robert E. Rubin)
-5-
Signature Title Date
--------- ----- ----
John L. Thornton* Director
------------------------------
(John L. Thornton)
Group Vice President and
Chief Financial Officer
I. Martin Inglis* (principal financial officer)
------------------------------
(I. Martin Inglis)
Vice President and Controller
Lloyd E. Hansen* (principal accounting officer)
------------------------------
(Lloyd E. Hansen)
*By:/s/ K. S. Lamping
--------------------------
(K. S. Lamping,
Attorney-in-Fact)
-6-
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
-------------
Exhibit 4 - Ford Motor Company Benefit Equalization
Plan, as amended and restated as of
December 18, 2000. Filed as Exhibit 10-F
to Ford Motor Company's Annual Report
on Form 10-K for the year ended December 31,
2000, 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 Bonnie S. Gorichan, Counsel of 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 24.1 to Registration Statement
No. 333-61882 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 24.2 to Registration Statement No. 333-61882
and incorporated herein by reference.
EX-5
3
ex51bep01.txt
Exhibit 5.1
[OBJECT OMITTED]
Ford Motor Company October 11, 2001
One American Road
P.O. Box 1899
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 savings plan portion of the
Company's Benefit Equalization Plan (the "Plan") to pay in the future the value
of the participants' Plan savings accounts based on the measurement investment
options applicable to the accounts, 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 therefore 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.
-2-
Very truly yours,
/s/Kathryn S. Lamping
--------------------------
Kathryn S. Lamping
Assistant Secretary
and Counsel
EX-5
4
ex52bep01.txt
Exhibit 5.2
[OBJECT OMITTED]
Ford Motor Company October 11, 2001
One American Road
P.O. Box 1899
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 savings plan portion of the Benefit Equalization Plan (the
"Plan").
As Counsel of 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 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 Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Bonnie S. Gorichan
--------------------------
Bonnie S. Gorichan
Counsel
EX-15
5
ex15bep01.txt
Exhibit 15
October 11, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated July 16, 2001 on our review of interim
financial information of Ford Motor Company and Subsidiaries (the "Company") as
of and for the period ended June 30, 2001 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 dated October 11, 2001.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
EX-23
6
ex23bep01.txt
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, which appears in Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 2000. We also consent to the
incorporation by reference of our report dated March 19, 2001 relating to the
financial statements of Ford Capital BV and Subsidiaries, which appears in such
Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
October 11, 2001
EX-24
7
ex242bep01.txt
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 P. 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
11, 2001, adjourned, and reconvened on April 12, 2001. 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 27th of September, 2001.
/s/I. Martin Inglis
------------------------------
(I. Martin Inglis)