-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, U4NCCmcvu8GYkjSjdKvbY8mE/rSCOBmGIK/UabuextLEGZsmG7RI/NhO8FW1MLdV Bo31Be/QlrSP1eWtQ7nCGg== 0000037996-94-000020.txt : 19940727 0000037996-94-000020.hdr.sgml : 19940727 ACCESSION NUMBER: 0000037996-94-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940726 EFFECTIVENESS DATE: 19940814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: 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: 033-54737 FILM NUMBER: 94540023 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 FORD MOTOR TESPHE S-8 H:\tshanley\s-8\tesphe.1 Registration No. 33- 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 incorporation or organization) Identification No.) The American Road Dearborn, Michigan 48121-1899 (Address of principal executive offices) (Zip Code) FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES (Full title of the Plan) J. M. RINTAMAKI, Esq. Ford Motor Company P. O. Box 1899 The American Road Dearborn, Michigan 48121-1899 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum aggregate Title of securities Amount to be offering price offering Amount of to be registered registered* per share** price** registration fee - ------------------- ------------- -------------- --------- ----------------- Common Stock, $1.00 4,000,000 par value shares $31.125 $124,500,000 $42,931.04
*The number of shares being registered represents the maximum number of additional shares not registered heretofore that may be acquired by the Trustee under the Plan during 1994 and during subsequent years until a new Registration Statement becomes effective. **Based on the market price of Common Stock of the Company on July 22, 1994 in accordance with Rule 457(c) under the Securities Act of 1933. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein. FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 33-54283, 33- 50238, 33-36043, 33-19036 and 2-95018 are incorporated herein by reference. ____________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit 4.A - Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees. Filed as Exhibit 4(C) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.B - Copy of Trust Agreement dated as of January 1, 1985 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(D) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.C - Copy of Group Annuity Contract effective January 1, 1992 between The Prudential Insurance Company of America and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(K) to Registration Statement No. 33-50194 and incorporated herein by reference. Exhibit 4.D - Copy of Letter Agreement effective February 1, 1993 between Lehman Government Securities, Inc. and Comerica Bank, as Trustee. Filed as Exhibit 4.J to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.E - Copy of Group Annuity Contract effective January 1, 1994 between The Prudential Insurance Company of America and Comerica Bank, as Trustee. Filed as Exhibit 4.K to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 5.A - Opinion of Thomas J. DeZure, an Assistant Secretary and Associate Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5 to Registration Statement No. 33-36043 and incorporated herein by reference. 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.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A to Registration Statement No. 33-54735 and incorporated herein by reference. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.B to Registration Statement No. 33-54735 and incorporated herein by reference. SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan 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 July, 1994. FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES By:/s/P. T. Zachary P. T. Zachary, Chairman Tax-Efficient Savings Plan Committee 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 July, 1994. FORD MOTOR COMPANY By: Alex Trotman* --------------------- (Alex Trotman) 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 Director and Chairman of the Board of Directors, President and Chief Executive Officer Alex Trotman* (principal executive officer) - -------------------------- (Alex Trotman) Colby H. Chandler* Director July 26, 1994 - -------------------------- (Colby H. Chandler) Michael D. Dingman* Director - -------------------------- (Michael D. Dingman) Director and Vice President, Ford Motor Company, and Director and President and Chief Operating Officer, Edsel B. Ford II* Ford Motor Credit Company - -------------------------- (Edsel B. Ford II) Director and Chairman William Clay Ford* of the Finance Committee - ------------------------- (William Clay Ford) Signature Title Date Director and Vice President - Commercial Truck William Clay Ford, Jr.* Vehicle Center - ----------------------------- (William Clay Ford, Jr.) Director and Allan D. Gilmour* Vice Chairman - ----------------------------- (Allan D. Gilmour) Roberto C. Goizueta* Director - ----------------------------- (Roberto C. Goizueta) Irvine O. Hockaday, Jr.* Director - ----------------------------- (Irvine O. Hockaday, Jr.) Drew Lewis* Director - ----------------------------- (Drew Lewis) Ellen R. Marram* Director July 26, 1994 - ----------------------------- (Ellen R. Marram) Kenneth H. Olsen* Director - ----------------------------- (Kenneth H. Olsen) Carl E. Reichardt* Director - ----------------------------- (Carl E. Reichardt) Director and Vice Chairman Louis R. Ross* and Chief Technical Officer - ----------------------------- (Louis R. Ross) Director and Executive Vice President and Chief Financial Officer Stanley A. Seneker* (principal financial officer) - ----------------------------- (Stanley A. Seneker) Signature Title Date Clifton R. Wharton, Jr.* Director - ----------------------------- (Clifton R. Wharton, Jr.) July 26, 1994 Vice President -- Controller Murray L. Reichenstein* (principal accounting officer) - ----------------------------- (Murray L. Reichenstein)
*By:/s/K. S. Lamping -------------------- (K. S. Lamping, Attorney-in-Fact) EXHIBIT INDEX
Sequential Page at which Found (or Incorporated by Reference) Exhibit 4.A Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees. Filed as Exhibit 4(C) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.B Copy of Trust Agreement dated as of January 1, 1985 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(D) to Registration Statement No. 33-19036 and incorporated herein by reference. Exhibit 4.C Copy of Group Annuity Contract effective January 1, 1992 between The Prudential Insurance Company of America and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(K) to Registration Statement No. 33-50194 and incorporated herein by reference. Exhibit 4.D Copy of Letter Agreement effective February 1, 1993 between Lehman Government Securities, Inc. and Comerica Bank, as Trustee. Filed as Exhibit 4.J to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.E Copy of Group Annuity Contract effective January 1, 1994 between The Prudential Insurance Company of America and Comerica Bank, as Trustee. Filed as Exhibit 4.K to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 5.A Opinion of Thomas J. DeZure, an Assistant Secretary and Associate Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5 to Registration Statement No. 33-36043 and incorporated herein by reference. 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.A Powers of Attorney authorizing signature. Filed as Exhibit 24.A to Registration Statement No. 33-54735 and incorporated herein by reference. Exhibit 24.B Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.B to Registration Statement No. 33-54735 and incorporated herein by reference.
EX-5.A 2 July 26, 1994 Ford Motor Company The American Road Dearborn, Michigan 48121 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 4,000,000 shares of Common Stock, par value $1 per share, of the Company ("Common Stock"), relating to the Company's Tax-Efficient Savings Plan for Hourly Employees (the "Plan"). As an Assistant Secretary and Associate 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 action 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 acquired by the Trustee under the Plan 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 (but not less than the par value thereof). I hereby consent to the use of this opinion as Exhibit 5.A 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, Thomas J. DeZure Thomas J. DeZure Assistant Secretary and Associate Counsel J:\a\TESP.opn EX-15 3 Exhibit 15 Coopers & Lybrand Ford Motor Company The American Road Dearborn, Michigan Re: Ford Motor Company Registration Statement on Form S-8 We are aware that our report dated April 27, 1994 accompanying the unaudited interim financial information of Ford Motor Company and Subsidiaries for the periods ended March 31, 1994 and 1993 and included in the Ford Motor Company Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is incorporated by reference in this Registration Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of the Act. COOPERS & LYBRAND 400 Renaissance Center Detroit, Michigan 48243 July 25, 1994 a:\ex15.wp EX-23 4 Exhibit 23 Coopers & Lybrand Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND Re: Ford Motor Company Registration Statements No. 33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 on Form S-8 We consent to the incorporation by reference in the above Registration Statements of our reports dated February 1, 1994 on our audits of the consolidated financial statements and financial statement schedules of Ford Motor Company at December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, which reports are included in, or incorporated by reference in, Ford's 1993 Annual Report on Form 10-K. COOPERS & LYBRAND 400 Renaissance Center Detroit, Michigan 48243 July 25, 1994 a:\ex23.wp -----END PRIVACY-ENHANCED MESSAGE-----