-----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, NSykpBVs8xdA3l2sxQFfqMf9yThlMXVA5eQ6ARmV7rizN0OwtLWuoMZfq/hOhDwC fPJX6UidiI6R/j8bOjqKaA== 0000037996-02-000016.txt : 20020415 0000037996-02-000016.hdr.sgml : 20020415 ACCESSION NUMBER: 0000037996-02-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020328 EFFECTIVENESS DATE: 20020328 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: 333-85138 FILM NUMBER: 02591652 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 edcp032602.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 (I.R.S. Employer Identification No.) of 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 registered offering price per aggregate offering registration be registered obligation price** fee - -------------------------- ------------------------ ------------------------ ------------------------ ---------------- Deferred Compensation Obligations* $10,000,000 100% $10,000,000 $920 ========================== ======================== ======================== ======================== ================ * The Deferred Compensation 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. ======================================================================================================================
- 2 - FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN ---------------------- INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement Nos. 333-56660, 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 as Exhibit 4.2 to Registration Statement No. 333-56660 and incorporated herein by reference. Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of June 1, 2000. Filed as Exhibit 4.3 to Registration Statement No. 333-56660 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 to Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. 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 to Registration Statement No. 333-75124 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 to Registration Statement No. 333-75124 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 28th day of March, 2002. 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 Chief Executive Officer and (William Clay Ford, Jr.) Chairman of the Environmental and Public Policy Committee and the Nominating and Governance Committee (principal executive officer) March 28, 2002 John R. H. Bond* Director - ----------------------------- (John R. H. Bond) Michael D. Dingman* Director and Chairman - ----------------------------- of the Compensation (Michael D. Dingman) Committee Edsel B. Ford II* Director - ----------------------------- (Edsel B. Ford II) William Clay Ford* Director - ----------------------------- (William Clay Ford) -4- Signature Title Date --------- ----- ---- 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 - ----------------------------- (Ellen R. Marram) Homer A. Neal* Director March 28, 2002 - ----------------------------- (Homer A. Neal) Jorma Ollila* Director - ----------------------------- (Jorma Ollila) Carl E. Reichardt* Director, Chairman of - ----------------------------- the Finance Committee (Carl E. Reichardt) and Vice Chairman Robert E. Rubin* Director - ----------------------------- (Robert E. Rubin) Nicholas V. Scheele* Director and President and - ----------------------------- Chief Operating Officer (Nicholas V. Scheele) -5- Signature Title Date --------- ----- ---- John L. Thornton* Director - ----------------------------- (John L. Thornton) March 28, 2002 I. Martin Inglis* Group Vice President - ----------------------------- and Chief Financial Officer (I. Martin Inglis) (principal financial officer) Vice President and Controller Don Leclair* (principal accounting officer) - ----------------------------- (Don Leclair) *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 4.1 - 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 as Exhibit 4.2 to Registration Statement No. 333-56660 and incorporated herein by reference. Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan, effective as of June 1, 2000. Filed as Exhibit 4.3 to Registration Statement No. 333-56660 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 to Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. 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 to Registration Statement No. 333-75124 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 to Registration Statement No. 333-75124 and incorporated herein by reference.
EX-5 3 edcp032602ex51.txt Exhibit 5.1 [OBJECT OMITTED] Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126 March 28, 2002 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. -2- 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 4 edcp032602ex52.txt Exhibit 5.2 [OBJECT OMITTED] Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126 March 28, 2002 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-23 5 edcp032602ex23.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 February 15, 2002 relating to the financial statements, which appears in 2001 Annual Report to Shareholders of Ford Motor Company on Form 10-K for the year ended December 31, 2001. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, Michigan March 28, 2002 EX-24 6 edcp032602ex242.txt Exhibit 24.2 POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS AND LISTING APPLICATIONS COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY ---------------------------- The undersigned, a director, officer or employee of FORD MOTOR COMPANY (the "Company"), appoints each of P. J. Sherry, Jr., L. J. Ghilardi, K. S. Lamping, J. F. Zaremba and D. J. Cropsey 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 (i) register the above-captioned securities for issuance and sale under, and otherwise to comply with, the United States Securities Act of 1933, as amended, or any other applicable law, and any requirements of the United States Securities and Exchange Commission or any other applicable governmental or regulatory agency or authority 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, any amendments thereto and any of the exhibits, financial statements, schedules or prospectuses filed therewith, and to file them with such Commission, agency or authority, and (ii) list the above-captioned securities with any stock exchange, including, but not limited to, power and authority to sign his name (whether on behalf of the Company or otherwise) to one or more listing applications, any amendments thereto and any of the exhibits, financial statements or schedules filed therewith, and to file them with any such stock exchange, in each case, 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 14th of December, 2001. ---- /s/Richard A. Manoogian - ----------------------------- Richard A. Manoogian -----END PRIVACY-ENHANCED MESSAGE-----