-----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, QZvalqfHQb0poI9Y1Ry8qs/y2wPXj2kptHcmkAuu7txX8DcHPX38/zBtm3r+0MvB UMs6nR3D7kd8X7Pj0LECmw== 0000037996-05-000254.txt : 20050912 0000037996-05-000254.hdr.sgml : 20050912 20050912171847 ACCESSION NUMBER: 0000037996-05-000254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050912 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050912 DATE AS OF CHANGE: 20050912 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03950 FILM NUMBER: 051080578 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 8-K 1 e091205cover.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 12, 2005 ------------------ (Date of earliest event reported) FORD MOTOR COMPANY ------------------ (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 1-3950 38-0549190 ------ ---------- (Commission File Number) (IRS Employer Identification No.) One American Road, Dearborn, Michigan 48126 ------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 ------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -2- Item 1.01. Entry into a Material Definitive Agreement. - ----------------------------------------------------- News releases of Ford Motor Company, Ford Motor Credit Company and The Hertz Corporation, each dated September 12, 2005, filed as Exhibits 99.1, 99.2 and 99.3, respectively, are incorporated by reference herein. The press releases announce the sale of Hertz by Ford pursuant to an agreement dated September 12, 2005, the intention to commence related exchange and tender offers involving certain of Hertz' debt securities and otherwise describe significant terms and conditions of the transaction. Item 9.01. Financial Statements and Exhibits. - -------------------------------------------- EXHIBITS -------- Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 99.1 Ford Motor Company Filed with this Report News Release dated September 12, 2005 Exhibit 99.2 Ford Motor Credit Company Filed with this Report News Release dated September 12, 2005 Exhibit 99.3 The Hertz Corporation Filed with this Report News Release dated September 12, 2005 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORD MOTOR COMPANY ------------------ (Registrant) Date: September 12, 2005 By: /s/Kathryn S. Lamping --------------------- Kathryn S. Lamping Assistant Secretary -3- EXHIBIT INDEX ------------- Designation Description - ----------- ----------- Exhibit 99.1 Ford Motor Company News Release dated September 12, 2005 Exhibit 99.2 Ford Motor Credit Company News Release dated September 12, 2005 Exhibit 99.3 The Hertz Corporation News Release dated September 12, 2005 EX-99.1 2 e091205ex991.txt Exhibit 99.1 Ford NEWS
Contact: Media: Equity Investment Fixed Income Investment Shareholder Inquiries ----- ------------------ ------------------------ --------------------- Becky Sanch Community: Community: 800.555.5259 or 313.594.4410 --------- --------- 313.845.8540 bsanch@ford.com Raj Modi Rob Moeller stockinf@ford.com 313.323.8221 313.621.0881 fordir@ford.com fixedinc@ford.com
FOR IMMEDIATE RELEASE - --------------------- FORD TO SELL THE HERTZ CORPORATION TO PRIVATE EQUITY GROUP IN $15 BILLION TRANSACTION - -------------------------------------------------------------------------------- o Clayton Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity to acquire market leader in the rental car and equipment rental industries. - -------------------------------------------------------------------------------- DEARBORN, Mich., Sept. 12, 2005 - Ford Motor Company (NYSE: F) announced today the execution of a definitive agreement with an investor group of leading private equity firms, under which Ford will sell all of the shares of common stock of its wholly owned subsidiary, The Hertz Corporation, in a transaction valued at approximately $15 billion including debt. The acquiring investor group is composed of Clayton Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity. Under the terms of the agreement, Ford will receive $5.6 billion for the equity of Hertz. "This transaction reinforces our commitment to strengthening our balance sheet and investing in our core automotive business," said Executive Vice President and Chief Financial Officer Don Leclair. "Hertz is a world class company with an experienced management team. We look forward to working with the new owners and intend to maintain our strong commercial relationship with Hertz." Go to http://media.ford.com for news releases and high-resolution photographs. In connection with the transaction, Hertz plans to commence a cash tender offer for up to $2.3 billion of certain of its outstanding debt securities; certain other Hertz debt will be refinanced. The purchase of Hertz is subject to customary conditions, including applicable regulatory approvals, and is anticipated to be completed by year end. J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co. acted as financial advisors to Ford, and Simpson Thacher & Bartlett LLP acted as the company's legal advisor. Ford Motor Company, a global automotive industry leader based in Dearborn, Michigan, manufactures and distributes automobiles in 200 markets across six continents. With more than 324,000 employees worldwide, the company's core and affiliated automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Motor Credit Company. Hertz operates the largest general use car rental business in the world and one of the largest industrial, construction and material handling equipment rental businesses in North America, based on revenues. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY OR EXCHANGE SECURITIES IN THE UNITED STATES, NOR IS THIS PRESS RELEASE AN OFFER TO SELL SECURITIES OR SOLICITING AN OFFER TO BUY OR EXCHANGE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE OR JURISDICTION. # # # Go to http://media.ford.com for news releases and high-resolution photographs. EX-99.2 3 e091205ex992.txt Exhibit 99.2 Ford Ford Motor Credit Company NEWS Contact: Media: Equity Investment Fixed Income Investment ------ ----------------- ----------------------- Brenda Hines Community: Community: 313.594.1099 ---------- ---------- bhines1@ford.com Raj Modi Rob Moeller 313.323.8221 313.621.0881 fordir@ford.com fixedinc@ford.com FOR IMMEDIATE RELEASE - --------------------- FORD MOTOR CREDIT COMPANY PROPOSES REGISTERED EXCHANGE OFFERS FOR UP TO $2.4 BILLION OF HERTZ DEBT SECURITIES DEARBORN, Mich., Sept. 12, 2005 - Ford Motor Credit Company announced today that it intends to file with the Securities and Exchange Commission a registration statement to offer to exchange debt securities of Ford Motor Credit for up to $2.4 billion of outstanding debt securities of The Hertz Corporation having similar terms. These exchange offers are being made in connection with the sale by Ford Motor Company (NYSE: F) of Hertz to an investor group composed of Clayton Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity. Ford Motor Credit would receive from the buyers of Hertz cash for any Hertz debt securities that are exchanged. - more - The Hertz debt securities that Ford Motor Credit is offering to exchange for Ford Motor Credit debt securities are listed below: Outstanding Ford Credit Debt Securities Principal Debt Securities Issued by to be Issued in Exchange Amount Hertz to be Exchanged for the Hertz Debt Securities ------ --------------------- ----------------------------- $600,000,000 6.350% Senior Notes 6.350% Notes due June 15, 2010 due June 15, 2010 $500,000,000 7.40% Senior Notes 7.40% Notes due March 1, 2011 due March 1, 2011 $800,000,000 7 5/8% Senior Notes 7 5/8% Notes due June 1, 2012 due June 1, 2012 $250,000,000 6.9% Notes 6.9% Notes due August 15, 2014 due August 15, 2014 $250,000,000 7% Senior Notes 7% Notes due January 15, 2028 due January 15, 2028 Consents to amend the indentures under which the Hertz debt securities have been issued will also be sought as part of the exchange offers. The exchange offers would be conditioned on, and are intended to close simultaneously with, the consummation of the sale of Hertz by Ford to the buyers. The sale is anticipated to be completed by year end. Ford Motor Credit Company is one of the world's largest automotive finance companies and has supported the sale of Ford products since 1959. With about 16,000 employees, Ford Motor Credit operates in 37 countries and manages $160 billion in receivables. Ford Motor Credit is an indirect, wholly owned subsidiary of Ford Motor Company. It provides automotive financing for Ford, Lincoln, Mercury, Aston Martin, Jaguar, Land Rover, Mazda and Volvo dealers and customers. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY OR EXCHANGE SECURITIES IN THE UNITED STATES, NOR IS THIS PRESS RELEASE AN OFFER TO SELL SECURITIES OR SOLICITING AN OFFER TO BUY OR EXCHANGE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE OR JURISDICTION. # # # EX-99.3 4 e091205ex993.txt Exhibit 99.3 Hertz FOR IMMEDIATE RELEASE CONTACT: Richard Broome (201) 307-2486 rbroome@hertz.com HERTZ PROPOSES TENDER OFFERS TO PURCHASE FOR CASH UP TO $2.3 BILLION OF HERTZ DEBT SECURITIES PARK RIDGE, N.J., Sept. 12, 2005 - The Hertz Corporation announced today that it proposes to undertake tender offers to purchase for cash up to $2.3 billion of its outstanding debt securities. These tender offers are to be made in connection with the sale by Ford Motor Company (NYSE: F) of Hertz to an investor group composed of Clayton Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity. As a part of the tender offers, consents to amend the indentures under which the Hertz debt securities have been issued will also be sought. The Hertz debt securities that Hertz proposes to offer to purchase are listed below: Outstanding Principal Amount Notes to be Purchased ---------------- --------------------- $250,000,000 6.50% Senior Notes due May 15, 2006 $500,000,000 4.7% Senior Notes due October 2, 2006 (euro)200,000,000 Floating Rate Notes due July 16, 2007 $6,859,000 6.3% Senior Notes due November 15, 2006 $500,000,000 7 5/8% Senior Notes due August 15, 2007 $200,000,000 6 5/8% Senior Notes due May 15, 2008 $250,000,000 Floating Rate Notes due August 5, 2008 $300,000,000 6 1/4% Notes due March 15, 2009 $100,000,000 9% Senior Notes due November 1, 2009 The tender offers would be conditioned on, and are intended to close simultaneously with, the consummation of the sale of Hertz by Ford to the buyers. The sale is anticipated to be completed by year end. Hertz operates the largest general use car rental business in the world and one of the largest industrial, construction and material handling equipment rental businesses in North America, based on revenues. THIS PRESS RELEASE IS NOT SOLICITING AN OFFER TO BUY SECURITIES IN THE UNITED STATES, NOR IS THIS PRESS RELEASE SOLICITING AN OFFER TO BUY SECURITIES IN ANY STATE OR JURSIDICTION IN WHICH SUCH A SOLICITATION OR PURCHASE WOULD BE UNLAWFUL. ### -----END PRIVACY-ENHANCED MESSAGE-----