-----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, JBj98QmrLudYG+GB8kKWaOssOJLaRRmcvNZcv50t65Pjc69kMdYfrAP19v2IolpQ TIwPfDHA0tUeNLLrIhGQuw== 0000037996-03-000031.txt : 20030530 0000037996-03-000031.hdr.sgml : 20030530 20030530111934 ACCESSION NUMBER: 0000037996-03-000031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030530 EFFECTIVENESS DATE: 20030530 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: 333-105674 FILM NUMBER: 03724719 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 e052903ltip.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. Employee Identification No.) incorporation or organization) 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 Title of Proposed maximum securities to be Amount to be maximum offering aggregate offering Amount of registered registered (a) price per share (b) price (c) registration fee (d) - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- Common Stock, 612,646 (a) $9.63 (b) $5,899,780.98 (c) $477.29 (d) $.01 par value shares ========================== ======================== ======================== ======================== =======================
(a) The number of shares being registered includes 612,646 shares of Common Stock of the Company. (b) Based on the market price of Common Stock of the Company on May 23, 2003, in accordance with Rule 457(c) under the Securities Act of 1933. (c) This amount is the assumed aggregate offering price of 612,646 shares of Common Stock being registered, based on the market price of the Common Stock of the Company on May 23, 2003, in accordance with Rule 457(c) under the Securities Act of 1933. (d) This amount is based on the proposed maximum aggregate offering price of $5,899,780.98. See note (c). 1998 Long-Term Incentive Plan ----------------------- INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statement Nos. 333-104064, 333-87990, 333-57598, 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, as amended and restated as of January 1, 2003. Filed as Exhibit 10-R to Ford's Annual Report on Form 10-K for the year ended December 31, 2002 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 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 with this Registration Statement. Exhibit 24.2 - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement. 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 30th day of May, 2003. 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.) Chair of the Environmental and Public Policy Committee (principal executive officer) John R. H. Bond* Director - ------------------------------- (John R. H. Bond) Edsel B. Ford II* Director May 30, 2003 - ------------------------------- (Edsel B. Ford II) William Clay Ford* Director - ------------------------------- (William Clay Ford) Irvine O. Hockaday, Jr.* Director and - ------------------------------- Chair of the (Irvine O. Hockaday, Jr.) Audit Committee Signature Title Date --------- ----- ---- Marie-Josee Kravis* Director and Chair of the - ------------------------------- Compensation Committee (Marie-Josee Kravis) Richard A. Manoogian* Director - ------------------------------- (Richard A. Manoogian) Ellen R. Marram* Director and Chair of the - ------------------------------- Nominating and Governance (Ellen R. Marram) Committee Homer A Neal* Director May 30, 2003 - ------------------------------- (Homer A. Neal) Jorma Ollila* Director - ------------------------------- (Jorma Ollila) Carl E. Reichardt* Director, Chair 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) John L. Thornton* Director - ------------------------------- (John L. Thornton) Allan D. Gilmour* Vice Chairman and - ------------------------------- Chief Financial Officer (Allan D. Gilmour) (principal financial officer) Donat R. Leclair* Vice President and Controller May 30, 2003 - ------------------------------- (principal accounting officer) (Donat R. Leclair) *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 1998 Long-Term Incentive Plan, as amended and restated as of January 1, 2003. Filed as Exhibit 10-R to Ford's Annual Report on Form 10-K for the year ended December 31, 2002 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 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 with this Registration Statement. Exhibit 24.2 - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement.
EX-5 3 e052903ltipex5.txt Exhibit 5 Ford Motor Company Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126 May 30, 2003 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 612,646 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 Restated 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 Restated 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-15 4 e052903ltipex15.txt EXHIBIT 15 May 29, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated April 16, 2003 on our review of interim financial information of Ford Motor Company (the "Company") as of and for the periods ended March 31, 2003 and 2002, and included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, is incorporated by reference in its Registration Statement dated May 30, 2003. Yours very truly, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, Michigan EX-23 5 e052903ltipex23.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 17, 2003 relating to the financial statements, which appears in Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 2002. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, Michigan May 29, 2003 EX-24 6 e052903ltipex241.txt Exhibit 24.1 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 ---------------------------- Each of 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 or her 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 or her 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 or her 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 9, 2003, adjourned, and reconvened on April 10, 2003. Each of 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. Each of the undersigned has signed his or her name as of the 10th of April, 2003. /s/William Clay Ford, Jr. /s/Nicholas V. Scheele - ------------------------------------ ------------------------------------ (William Clay Ford, Jr.) (Nicholas V. Scheele) /s/John R. H. Bond /s/Edsel B. Ford II - ------------------------------------ ------------------------------------ (John R. H. Bond) (Edsel B. Ford II) /s/William Clay Ford /s/Irvine O. Hockaday, Jr. - ------------------------------------ ------------------------------------ (William Clay Ford) (Irvine O. Hockaday, Jr.) /s/Marie-Josee Kravis /s/Richard A. Manoogian - ------------------------------------ ------------------------------------ (Marie-Josee Kravis) (Richard A. Manoogian) /s/Ellen R. Marram /s/Homer A. Neal - ------------------------------------ ------------------------------------ (Ellen R. Marram) (Homer A. Neal) /s/Jorma Ollila /s/Carl E. Reichardt - ------------------------------------ ------------------------------------ (Jorma Ollila) (Carl E. Reichardt) /s/Robert E. Rubin /s/John L. Thornton - ------------------------------------ ------------------------------------ (Robert E. Rubin) (John L. Thornton) /s/Allan D. Gilmour /s/Donat R. Leclair - ------------------------------------ ------------------------------------ (Allan D. Gilmour) (Donat R. Leclair) EX-24 7 e052903ltipex242.txt Exhibit 24.2 FORD MOTOR COMPANY Excerpts from the Minutes of a Meeting of the Board of Directors of the Company Held on April 10, 2003 ---------------------- RESOLUTIONS RELATING TO EMPLOYEE PLANS RESOLVED, That, in order to comply with the United States Securities Act of 1933, as amended, or with the applicable laws of any other jurisdiction, the directors and appropriate officers of the Company be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all Registration Statements and amendments to Registration Statements relating to the Ford Motor Company Deferred Compensation Plan, the Ford Motor Company Benefit Equalization Plan, the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Ford Motor Company 1990 Long-Term Incentive Plan, the Ford Motor Company 1998 Long-Term Incentive Plan, The Hertz Corporation Long-Term Equity Compensation Plan and such other employee plans as may be adopted by the Company or any of its subsidiaries (collectively, the "Employee Plans"), including the Prospectuses and the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such Registration Statements and amendments, so executed, to be filed with the United States Securities and Exchange Commission (the "Commission") or with any other applicable governmental or regulatory agency or authority ("Other Commission"). RESOLVED, That each officer and director who may be required to sign and execute any of the aforesaid Registration Statements or amendments or any document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise) be and hereby is authorized to execute a power of attorney appointing P. J. Sherry, Jr., L. J. Ghilardi, K. S. Lamping, J. F. Zaremba, and D. J. Cropsey, each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity any and all such Registration Statements and amendments, further amendments thereto and documents in connection therewith, and to file the same with the Commission or Other Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officer or director might or could do in person. RESOLVED, That shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), and obligations of the Company be and hereby are authorized to be issued and sold from time to time to satisfy Common Stock requirements and obligations under the Employee Plans, and when any shares of Common Stock are issued and paid for in accordance with the Employee Plans they will be fully paid and non-assessable. RESOLVED, That the Company may deliver shares of Common Stock from its treasury to satisfy Common Stock requirements of the Employee Plans. RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses and the purchase and sale of securities to support the Company's obligations under the Employee Plans) and to execute (by manual or facsimile signature) and deliver any and all agreements, certificates, instruments and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate or desirable in order to carry out the purposes and intents of each and all of the foregoing resolutions. -----END PRIVACY-ENHANCED MESSAGE-----