-----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, qAe5m67UuePf0K29EnF47i7nP6XAZ7CwlmWS31IhuqHqb7j1lGwLNnbDV27AU/l3 60WvHr2rrkgMmgfQHww+Gw== 0000037996-95-000013.txt : 19950428 0000037996-95-000013.hdr.sgml : 19950428 ACCESSION NUMBER: 0000037996-95-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950427 EFFECTIVENESS DATE: 19950516 SROS: NYSE SROS: PSE 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: 033-58861 FILM NUMBER: 95531789 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133232260 S-8 1 PRIMUS PLAN 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) PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT (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, 100,000 $1.00 par value shares $27.1875 $2,718,750 $937.50 ==================================================================================
* Based on the market price of Common Stock of the Company on April 24, 1995, in accordance with Rule 457(c) under the Securities Act of 1933. PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT ______________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) The latest annual report of Ford Motor Company ("Ford") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") which contains, either directly or indirectly by incorporation by reference, certified financial statements for Ford's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in paragraph (a) above. (c) The description of Ford's Common Stock contained in registration statement no. 2-50792 filed by Ford under the Securities Act of 1933 (the "1933 Act"). All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of Delaware provides as follows: 145. Indemnification of officers, directors, employees and agents; insurance - (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. -2- (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding,even though less than a quorum, or (2) if such there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. -3- (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Certificate of Incorporation of Ford includes the following provisions: LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION AND INSURANCE. 5.1. Limitation on Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, -4- (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this subsection 5.1 of Article NINTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. 5.2. Effect of any Repeal or Modification of Subsection 5.1. Any repeal or modification of subsection 5.1 of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. 5.3. Indemnification and Insurance. 5.3a. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including penalties, fines, judgments, attorneys' fees, amounts paid or to be paid in settlement and excise taxes or penalties imposed on fiduciaries with respect to (i) employee benefit plans, (ii) charitable organizations or (iii) similar matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (other than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this subsection 5.3a of Article NINTH shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this subsection 5.3a of Article NINTH or otherwise. -5- 5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is obligated to pay under subsection 5.3a of this Article NINTH is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 5.3c. Miscellaneous. The provisions of this Section 5.3 of Article NINTH shall cover claims, actions, suits and proceedings, civil or criminal, whether now pending or hereafter commenced, and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. If any part of this Section 5.3 of Article NINTH should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected. 5.3d. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 5.3 of Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By- Law, agreement, vote of stockholders or disinterested directors or otherwise. 5.3e. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. 5.3f. Indemnification of Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Section 5.3 of Article NINTH with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Pursuant to underwriting agreements filed as exhibits to registration statements relating to underwritten offerings of securities issued or guaranteed by Ford, the underwriters have agreed to indemnify Ford, each officer and director of Ford and each person, if any, who controls Ford within the meaning of the 1933 Act, against certain liabilities, including liabilities under the 1933 Act. -6- Pursuant to most of Ford's employee benefit plans including the Supplemental Compensation Plan, the Savings and Stock Investment Plan, the Long-Term Incentive Plans and the Stock Option Plans, directors, officers and employees of Ford are indemnified against all loss, cost, liability or expense resulting from any claim, action, suit or proceeding in which such persons are involved by reason of any action taken or failure to act under such plans. Ford is insured for liabilities it may incur pursuant to its Certificate of Incorporation relating to the indemnification of its directors, officers and employees. In addition, directors, officers and certain key employees are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford's Certificate of Incorporation. Item 8. Exhibits. Exhibit 4.1 - Description of Primus Automotive Financial Services, Inc. Prime Account. Filed with this Registration Statement. Exhibit 4.2 - Adoption Agreement effective as of January 1, 1995 between Primus Automotive Financial Services, Inc. and Comerica Bank, as Trustee. Filed with this Registration Statement. Exhibit 5.1 - Opinion of Thomas J. DeZure, 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 William J. Rooney, a 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 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. 33-58785 and incorporated herein by reference. Exhibit 24.2 - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 33-58785 and incorporated herein by reference. -7- Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -8- 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 Nashville, State of Tennessee, on this 27th day of April, 1995. PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT By:/s/Dennis T. Delaney, Committee Member Primus Automotive Financial Services, Inc. Prime Account Committee -9- 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 27th day of April, 1995. 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 - --------------------------- (Colby H. Chandler) Michael D. Dingman* Director April 27, 1995 - --------------------------- (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 --------- ----- ---- William Clay Ford, Jr.* Director - ------------------------------- (William Clay Ford, Jr.) Roberto C. Goizueta* Director - ------------------------------ (Roberto C. Goizueta) Irvine O. Hockaday, Jr.* Director - ------------------------------ (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director - ----------------------------- (Marie-Josee Kravis) Drew Lewis* Director - ------------------------------ (Drew Lewis) Ellen R. Marram* Director April 27, 1995 - ------------------------------ (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) Signature Title Date --------- ----- ---- Clifton R. Wharton, Jr.* Director - ------------------------------ (Clifton R. Wharton, Jr.) Group Vice President and Chief Financial Officer John M. Devine* (principal financial officer) - ----------------------------- (John M. Devine) April 27, 1995 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 4.1 Description of Primus Automotive Financial Services, Inc. Prime Account. Filed with this Registration Statement. Exhibit 4.2 Adoption Agreement effective as of January 1, 1995 between Primus Automotive Financial Services, Inc. and Comerica Bank, as Trustee. Filed with this Registration Statement. Exhibit 5.1 Opinion of Thomas J. DeZure, 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 William J. Rooney, a 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 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. 33- 58785 and incorporated herein by reference. Exhibit 24.2 Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 33-58785 and incorporated herein by reference. H:\tshanley\s-8\primus EX-4.1 2 Exhibit 4.1 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. April 30, 1995 PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT This document is intended to satisfy the summary plan description requirements under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), for the Primus Automotive Financial Services, Inc. Prime Account (the "Plan") and to serve as a prospectus pursuant to certain requirements of the Securities and Exchange Commission. This prospectus covers shares of Ford Motor Company ("Ford") Common Stock being offered on the basis set forth herein to eligible participants under the Plan sponsored by Primus Automotive Financial Services, Inc. (the "Company"). Plan participants will be entitled to invest their own contributions and Company matching contributions in several different investment funds, including: the Ford Stock Fund, the Core Equity Fund, the 500 Index Fund, the Intermediate Bond Fund and the Short-Term U.S. Government Securities Fund. General Plan Information The Plan, which is maintained on a calendar year basis, was established effective April 1, 1992, to assist eligible employees in saving for their retirement. The trustee of the trust related to the Plan is Comerica Bank. The Plan includes a retirement savings section under which employee contributions (pre-tax) may be matched by the Company. Although it has not expressed any intention to do so, the Plan Committee (the "Committee"), appointed by the Company and which serves as the Plan administrator, has the authority to terminate the Plan at any time. In the event of Plan termination, the Committee will direct the trustee to distribute the assets of the Plan to the participants, former participants, and beneficiaries in accordance with their interests under the Plan. In the event of termination, all participant accounts become fully vested. The Committee also has the right to amend the Plan; however, in no event will an amendment reduce the interest in the Plan of any participant. The duties and responsibilities of the Committee include, but are not limited to the following: the right to appoint accountants, consultants, counsel, etc. as deemed necessary to administer the Plan, the right to determine benefits and resolve questions, and the right to settle any claims against the Plan. In order to obtain more information about the Plan and its administrators, participants may call (615) 665-7939 or write to the Committee, Primus Automotive Financial Services, Inc., One Burton Hills Boulevard, Suite 350, P.O. Box 150395, Nashville, Tennessee 37215. -1- ERISA The Plan is a defined contribution plan described in Section 3(34) of ERISA. As such, the Plan is subject to the applicable provisions of Part 1 (Reporting and Disclosure), Part 2 (Participation and Vesting), Part 4 (Fiduciary Responsibility) and Part 5 (Administration and Enforcement) of Subtitle B of Title 1 of ERISA. The Plan is neither subject to Part 3 (Funding) of Subtitle B of Title 1 of ERISA nor subject to any of the provisions in Title IV (Pension Benefit Guaranty Corporation Plan Termination Insurance) of ERISA, because those portions of ERISA pertain to defined benefit plans described in Section 3(35) of ERISA. Because the Plan is not subject to Title IV of ERISA, there is no PBGC insurance for the Plan. Employees Who May Participate in the Plan A full-time employee becomes eligible to participate in the retirement savings section of the Plan (the pre-tax and company matching contributions) on the first day of the quarter that follows the completion of twelve (12) months of service provided such employee has completed at least 1,000 hours of service for the Company during such one year period. Eligibility to contribute to the Plan is suspended during an unpaid leave of absence and during the one year period following a hardship withdrawal. Employees Who May Not Participate in the Plan Certain employees are not eligible to participate in the Plan, even if they satisfy the above eligibility requirements. Employees are not able to participate if they fall into one of the following categories: (i) members of collective bargaining units, unless the agreement makes the Plan available to the unit, (ii) leased employees (employees of outside contractors performing work for Primus). Contributing to the Retirement Savings Section of the Plan Generally, ERISA states that participants may contribute the lesser of $30,000 or 25% of their annual compensation to the Plan; this includes all contributions made by the employee and the company. All participant contributions must be in multiples of 1% and must be made through payroll deductions. Participants may defer up to 11% in pre-tax contributions and may not exceed 25% of annual compensation which includes: a participant's base pay, overtime and incentive compensation. Federal law provides that the maximum amount of annual compensation that may be used for determining participant contributions under the Plan is $150,000, adjusted annually by the Internal Revenue Service ("IRS") to reflect cost of living increases. -2- How to Contribute In order to contribute to the retirement savings section of the Plan, participants must complete an Enrollment Form and return it to Compensation / Benefits Planning and Personnel Services Department ("Compensation / Benefits Planning and Personnel Services Department") in Nashville. Participants indicate on the form the percentage of their annual compensation they wish to contribute. Payroll deductions begin as soon as administratively feasible after the form is received by Compensation / Benefits Planning and Personnel Services Department. Participants may change the amount they are contributing effective the first day of a Plan Year quarter. The change will be made as soon as administratively feasible after the form is received. If a participant wishes to suspend contributions completely, (except for hardship) the Plan requires that contributions remain suspended for a period of at least one month. Payroll deductions will stop as soon as administratively feasible after the form is received by Compensation / Benefits Planning and Personnel Services Department. After one quarter, the participant may resume contributions effective the first day of a Plan Year quarter by submitting a contribution change form. Pre-tax Contributions Pre-tax contributions are made to the retirement savings section of the Plan by the Company on behalf of a participant pursuant to a participant's salary reduction agreement. Generally, participants may contribute up to 11% of their annual compensation on a pre-tax basis. However, there are some additional limitations: Federal law limits participant contributions on a pre-tax basis to $9,240 per year, adjusted annually by the IRS to reflect cost of living increases. The annual limit was $8,475 for 1991, $8,728 for 1992, $8,994 for 1993, $9,240 for 1994 and remains unchanged at $9,240 for 1995. Each year the Plan must pass certain nondiscrimination tests imposed by the IRS concerning the total participant contributions to the Plan on a pre-tax basis. In order to pass these tests, highly compensated employees (generally, those earning over $60,535 in 1991, over $62,345 in 1992, over $64,245 in 1993, over $66,000 in 1994 and remains unchanged at $66,000 for 1995) are limited in the percentage they are permitted to contribute to the Plan. The Plan provides participants with various investment choices in which they may invest their pre-tax contributions. These choices under "Investment Funds" are described below. -3- Rollover Contributions The Plan accepts rollovers from prior employers' qualified plans, provided such amounts are eligible for rollover treatment under Federal law. The prior employer or prior plan administrator must verify in writing to the Committee that the distribution is eligible for favorable tax treatment and must provide documentation that the prior plan was qualified. Also, the rollover must be completed within 60 days from receipt of the distribution. An individual may also accomplish a rollover to the Plan by making a "direct rollover" from a prior employer's qualified plan. A "direct rollover" is a direct transfer of benefits from one plan to another, in which the individual does not have the benefits in his or her direct possession. Rollover contributions, if any, are not matched and will be invested in accordance with the participant's election on the rollover authorization form, or if no election is made, in the same manner as the participant's current retirement savings contributions. When you are entitled to receive a distribution of benefits from the Plan, there are several special tax rules that you will need to consider. These rules are briefly discussed below and will be set forth in detail in a Special Tax Notice Regarding Plan Payments that you will be given prior to the date on which you decide how to receive your benefits from the Plan. If your payment from the Plan is an "eligible rollover distribution," then you must decide whether to have it paid directly to you or directly rolled over to another qualified plan or an individual retirement account ("IRA"). Generally, all distributions to you from the Plan will be "eligible rollover distributions," except the following: Non-taxable payments. In general, only the "taxable portion" of your Plan distribution is an eligible rollover distribution. Post-tax contributions to the Plan will be non-taxable when they are paid to you, and they cannot be rolled over. Note, however, that any earnings' on post-tax contributions would be taxable when distributed to you and, thus, would be treated as eligible rollover distributions. Payments spread over long periods. You cannot roll over a payment if it is part of a series of equal (or almost equal) payments that are made at least once a year and that will last for your lifetime (or your life expectancy), or your lifetime and your beneficiary's lifetime (or life expectancies), or a period of ten years or more. Required Minimum Payments. Beginning in the year in which you reach age 70.5, a certain portion of your payment cannot be rolled over because it is a "required minimum payment" that must be paid to you. With regard to your eligible rollover distribution, the tax consequences to you will differ depending on whether you elect a direct rollover or a payment directly to you. If you elect a direct rollover, your payment will not be taxed in the current year and no income tax will be withheld. Also, your payment will be made directly to the IRA or qualified employer plan that you specify. Your payment will be taxed at a later time when you take it out of the IRA or the qualified employer plan. -4- If, on the other hand, you choose to have your Plan benefits paid directly to you, you will receive only 80% of the payment because the Plan administrator is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. Your payment will be taxed in the current year unless you decide to roll it over to an IRA or another qualified employer plan on your own. You may be able to use special tax rules (namely, five-year or ten-year averaging or capital gain treatment) that could reduce the amount of tax you owe. However, if you receive the payment before age 59.5, you may also have to pay an additional 10% tax. You can roll over the payment by contributing it to your IRA or to another qualified employer plan that accepts your rollover within 60 days of receiving the payment. The amount rolled over generally will not be taxed until you take it out of the IRA or the qualified employer plan. If you want to roll over 100% of the payment to an IRA or a qualified employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you receive, you will be taxed on the 20% that was withheld and that is not rolled over. There is a special rule for a payment from the Plan that includes a distribution of Ford Common Stock (see discussion below of Ford Stock Fund). If you qualify for this special rule, you may have the option of not paying tax on the "net unrealized appreciation" of the stock until you sell the stock. Net unrealized appreciation generally is the increase in the value of the employer stock while it was held by the Plan. For example, if shares in the Ford Stock fund were contributed to your Plan account when the stock was worth $l,000 but the stock was worth $1,200 when you received it, you would not have to pay tax on the $200 increase in the value until you later sold the stock. To qualify for this special rule regarding employer stock, you must receive, within one year, a lump sum distribution of your entire balance under the Plan (and other similar plans of the Company) that is payable to you because you have reached age 59.5 or have separated from service with the Company. You may also qualify for this special rule if the Ford Common Stock included in the payment to you is attributable to post-tax contributions you made under the Plan. Company Matching Contributions The Company, at its discretion, may match the first 2% of a participant's pre-tax contributions at the rate of 100% and the next 4% of a participant's pre-tax contributions at the rate of 50%. Matching contributions, if any, are made at the same time as the participant's contributions and may be invested in a choice of four investment funds and Ford Stock described below. Investment Funds The Plan provides a choice of four investment funds currently managed by Comerica Bank. Prospectuses or other information for these funds may be obtained by contacting Compensation / Benefits Planning and Personnel Services Department in Nashville. Investment returns for the investment funds available under the Plan are shown in the attached appendix. This appendix shall be updated annually. All participant contributions are invested according to their enrollment investment elections. Company contributions are invested consistent with a participant's elections. When participants originally enroll in the Plan they are sent information describing this procedure. Participants may change their investments as of the first day of each Plan Year quarter. Contributions under the Plan may be invested in multiples of 1% of the participant's pre-tax annual compensation, with a minimum investment of 5% of the participant's contributions allocated to any individual fund available under the Plan. -5- The price at which an individual has funds invested or divested from a particular investment fund is determined based on the unit price of the fund on the last day of the quarter following the request to transfer into or out of the fund. The value of a unit of a particular fund is generally determined by the dividends paid on shares of stock held by the fund, gains or losses realized on sales of stock held by the fund, appreciation or depreciation in the market price of stock held by the fund, and interest on other investments held by the fund. Ford Stock Fund The fund consists of shares of the Common Stock, $1.00 par value, of Ford Motor Company ("Ford"). The value of the fund will rise or fall depending upon the stock's performance in the market. Ford stock is subject to economic factors, the stock market in general, and factors affecting Ford Motor Company in particular. The trustee may purchase the shares of Ford stock for this investment fund directly from Ford; it may also purchase any needed shares on the open market. In the event the trustee purchases Ford stock directly from Ford, the purchase price shall be the average of the high and low prices of a share of Ford Common Stock on the trading day (which shall mean a day on which the stock is traded on the New York Stock Exchange) designated by the Trustee as the purchase date as reported in The Wall Street Journal under the heading "New York Stock Exchange Composite Transactions," or, if there are no trades on the purchase date, the average of such prices on the preceding trading day. Sales of shares of Ford stock will be made on the open market. Under the trust agreement with the trustee, the trustee has authorized Abel/Noser Corporation to provide brokerage services in connection with any purchases or sales of shares of Ford stock on the open market. Your proportionate interest in all shares of Ford Common Stock held by this fund will be voted by the Trustee in accordance with such instructions as you may give to the Trustee pursuant to the provisions of the Plan. In the absence of such instructions such shares will be voted by the Trustee proportionately in the same manner as it votes the aggregate of all shares as to which instructions are received from other Plan members. Tendering of Ford stock held by the fund in response to a tender offer shall be passed through to participants. A tender offer is generally an offer to buy shares of stock by a company made directly to the stockholders of another company. Participants may elect to receive the portion of their account invested in the Ford Stock Fund in the form of stock certificates when they are eligible for a distribution from the Plan. The market value of the Fund will increase or decrease with the current market value of Ford Common Stock as traded on various stock exchanges. -6- Short-Term Fund U.S. Government Securities Fund The Short-Term U.S. Government Securities Fund seeks to provide as high a level of current interest income as is consistent with maintaining liquidity and stability of principal. This Fund may be an appropriate retirement investment for participants who are looking for basic preservation of capital with a low risk level. Intermediate Bond Fund The Intermediate Bond Fund seeks a competitive rate of return which, over time, exceeds the rate of inflation and the rate provided by money market investments. The Intermediate Bond Fund has an intermediate term weighted average maturity that ranges from three to seven years. The Fund's investment philosophy is based on a total rate of return approach emphasizing high quality and active trading. 500 Index Fund The 500 Index Fund seeks to participate in the long-term growth of the stock market by generating total returns that track the total returns of the S&P 500 Index. The 500 Index Fund is benchmarked to the S&P 500 Index. The Fund holds all of the 500 stocks in the S&P 500 universe. In addition to the S&P 500 stocks, the Fund purchases S&P 500 Index futures to reduce the impact of cash holdings on fund performance and to provide liquidity and flexibility to the management of the Fund. This Fund may be appropriate for the more aggressive investor seeking capital gains. Core Equity Fund The Core Equity Fund's objectives are to participant in the long- term capital appreciation of the stock market and to maintain growing stream of income. The Fund invests in the common stocks of high quality companies with consistent and superior earnings per share growth. Account Statements Comerica Bank, the present trustee under the Plan, provides participants with printed statements of their accounts approximately 45 days after the close of each calendar quarter. Vesting Participants become vested in the value of all Company contributions and earnings on those contributions based upon the number of years of vesting service of a participant. Company contributions are based on the pre-tax employee contributions of the participant and the earnings on those contributions. -7- The Company matching contributions vest according to the following schedule: Years of Vesting Service Vesting Percentage ------------------------ ------------------ 1 year 20% 2 years 50% 3 years 100% Participants who leave the Company prior to completing three years of vesting service will be treated as fully vested in the Company's contributions if one of the following occurs: The participant becomes permanently and totally disabled and qualifies for benefits under the Long-Term Disability Plan. The participant dies while employed by the Company. Generally, vesting service is measured from the starting date of employment until the date the employee leaves the Company. Fractional years are not counted in determining vesting service. If an employee terminates employment with the Company and later rejoins the Company, all service before and after the period of absence will be added together. If a former participant is rehired within 12 months after the date he/she terminated employment, he/she will also be given credit for vesting service during the period of absence. Forfeitures of Non-Vested Amounts If participants terminate employment before they are fully vested, they will forfeit their right to any non-vested balance of the Company contributions. However, if they are re-employed before incurring a "five year break in service" and have not received a distribution of their vested account balance, the amount previously forfeited will be credited to their account. If participants are reemployed before incurring a five year break in service and received a distribution of their vested account balances, they may "buy back" the non-vested balance within five years of reemployment. More information regarding the "buy back" process may be obtained from Compensation / Benefits Planning and Personnel Services Department in Nashville. For these purposes, a "five year break in service" consists of five consecutive 12-month periods beginning on the date an employee terminates employment with the Company. Certain approved leaves of absence will not cause a break in service period to begin unless the participant does not return when the approved leave is over. -8- Withdrawals While Employed The Plan allows you to make withdrawals from your Prime Account with restrictions. Withdrawal rules vary depending on the type of assets involved, your age, and other factors. If you withdraw Elective Deferral Account assets and are not partially vested, you will forfeit the related Participating Employer Contribution account assets. Company Matching Contribution Account You may withdraw all or a portion of your Company Matching assets that are vested effective at the end of any quarter, but active employees may withdraw Company Matching assets only after they have been in the Plan for two full years from the time the contributions were made. Elective Deferral Account You may withdraw all or a portion of your Elective Deferral Account assets anytime after you reach the age of 59.5 or terminate employment or have an approved financial hardship. The requirements for a financial hardship are: You must have an immediate and heavy financial need. The distribution must be necessary to satisfy such financial need. The amount of hardship withdrawal cannot be in excess of the heavy financial need. The following expenses are deemed to constitute immediate and heavy financial needs: Deductible medical expenses incurred by you, your spouse, or any of your dependents. The purchase (excluding mortgage payments) of your principal residence. Tuition for the next semester or quarter of post secondary education for you, your spouse, children or dependents. The payment of amounts necessary to prevent your eviction from your principal residence, or foreclosure on the mortgage of your principal residence. Hardship withdrawals are limited to the value of your Elective Deferral Account contributions made after December 31, 1988 but not earnings on these contributions. If your hardship is approved, you will be prohibited from making Elective Deferral Account (pre-tax) contributions to the Plans of the Company for 12 months, through payroll deduction or any other type of compensation. Payroll deductions will be restarted 12 months later if you re-enroll in the Plan. -9- If you're considering a hardship withdrawal, contact Compensation/ Benefits Planning and Personnel Services Department for more information. Benefits Paid Upon Termination Generally, any distribution of pre-tax contributions of a participant, Company contributions or earnings credited to your account will be subject to income tax. In addition, as a general rule, any distribution after termination of employment of taxable amounts that are made before age 59.5 will be subject to an additional penalty tax of 10% unless rolled over into an IRA or another qualified plan. For these reasons, participants are encouraged to consult their tax advisor about the tax impact of a distribution. The discussion above under the section entitled Rollover Contributions is also relevant here. If you seperate from employment before your retirement, death or disability, you may request early payment of the vested portion of your Prime Account balance by submitting a written request to the Compensation Benefits Planning and Personnel Services Department in Nashville. If the vested portion of your Prime Account balance at the time of termination exceeds $3,500, you may defer the payment of your benefit until April 1 of the calendar year following the calendar year during whch you attain age 70.5. Even if you initially elect to defer your benefit payment, you may change your election at any time and request immediate payment of the vested portion of your Prime Account balance. The Company has the option to pay immediately any vested portion of your Prime Account balance not in excess of $3,500. The portion of your Prime Account balance to which you are not vested is called a "forfeiture" and remains in the Plan to reduce future employer contributions to the Plan. The value of the benefit an the manner and time of payment are determined by the following rules: The participant may elect to receive this balance as a lump-sum distribution. 20% of the taxable portion of the distribution will be withheld to cover Federal income taxes. The participant may elect to directly roll over the taxable portion of the distribution into an IRA or another qualified plan. The participant may elect to receive part of the distribution paid directly to him/her (with 20% of the taxable portion of the distribution withheld for Federal income taxes) and elect to directly roll over the remaining taxable portion of the distribution to an IRA or another qualified plan. The participant may elect to receive stock certificates representing the portion of their account invested in the Ford Stock Fund. The participant may elect to defer payment until age 65. Generally, the amount of the distribution (i.e., the value of the account) will be determined at the time the payment is processed. Participants with outstanding loan balances at termination should read the section below entitled "Loans From the Plan." -10- Death Benefits Beneficiaries are designated on a form provided by Compensation / Benefits Planning and Personnel Services Department in Nashville. If participants are married, they must designate their spouse unless the spouse consents in writing to the naming of another beneficiary. If no designated person survives, the beneficiary will be the estate of the participant. The beneficiary will be able to choose the payment in cash, whole shares or a combination. The account balance will be paid to the beneficiary as soon as administratively possible. Compensation / Benefits Planning and Personnel Services Department must receive a distribution form and death certificate to process the distribution. Loans From the Plan Participants may borrow up to 50% of their vested account balance, but all outstanding loans may not total more than $50,000. The Plan also requires the minimum amount of any loan to be at least $1,000. The number of loans outstanding at any time is limited to two. The term of any loan is from one to five years. However, if the proceeds of the loan are to be used to purchase a primary residence, the term of the loan may be extended to 10 years. For terms over five years, participants are required to submit complete documentation regarding the purchase of the home. The rate of interest paid is determined at the time the loan is requested and is fixed over the term of the loan. Interest will be charged on loans at a reasonable rate which is equal to that charged by the Trustee for commercial loans made under similar circumstances, on the date the loan is approved by the Plan administrator. Every loan applicant will receive a clear statement of charges involved in each loan transaction. This statement will include the dollar amount and interest rate of the finance charge. The loan repayments (principal plus interest) are deducted from the participant's paycheck and deposited into the participant's loan account as provided in the Plan. Participants may pay off their loans in full at any time without penalty. No partial prepayments are allowed. Missed payments must be made up in one of two ways: 1.) Payments may be made through payroll deductions ; 2.) By payment in full by the participant of a lump-sum amount. Upon termination of employment, the outstanding loan balance will be automatically deducted from the final distribution, but the participant may owe taxes on all or part of this amount. The amount of the loan is funded from the participant's Elective Deferral Account. The outstanding account balance following distribution of the loan proceeds will not be invested in any of the investment options, but rather will be earning interest for the participant's account at the stated interest rate until repaid in full or total account liquidation. Loan proceeds and repayments are taken from and repaid to the participant's Elective Deferral Account on a pro-rata basis. A loan from the Plan is generally not taxable. However, if the participant does not make the payments as scheduled, the loan may be considered in default. In addition, Federal laws require that the Plan treat certain defaults as distributions from the Plan, which may have tax and penalty implications for the participant. -11- If the participant leaves the Company before the loan is fully repaid, the outstanding account balance will be subject to taxes and possibly early distribution penalties, even though the amount was not paid in cash at the time of the participant's termination. Participants may obtain loans by calling the Compensation / Benefits Planning and Personnel Services Department in Nashville. Terms of the loan will be discussed at that time. Processing time may vary depending on the transaction volume, but participants should expect four weeks processing time. Plan Administration Contributions to the Plan are placed in an independent trust fund, which is administered by the Trustee. It is the responsibility of the Trustee, currently Comerica Bank, to administer all funds under the Plan. These funds are then invested for the exclusive benefit of the Plan participants. All or a portion of the contributions made by the Company for Plan participants who do not become fully entitled to (i.e., 100% vested in) a benefit remain in the trust fund to reduce Plan costs. Neither the Plan nor the Plan administrator will be responsible for errors in contribution percentage or allocation of investments designated by the employee unless Compensation / Benefits Planning and Personnel Services Department in Nashville is notified within 60 days after receipt by the participant of the applicable confirmation or regular periodic statement, whichever is earlier, which contains the error. No errors in contributions may be corrected after the close of the tax year applicable to such contributions. The Plan is a self-directed Plan, meaning that each participant directs the investment of his or her account among the authorized investment funds. Neither the Trustee nor the Company will be responsible for losses on investments. Tax Consequences to the Company The Company is currently entitled to deduct on its tax return the amounts that it contributes as Company matching contributions to the Plan because of the Plan's qualified status under Section 401(a) of the Internal Revenue Code of 1986, as amended. Benefits and Claim Procedure Benefits under the Plan are solely for participants, and generally a participant may not assign or hypothecate his or her interest in the Plan. Also, a participant may not create a lien on any funds, securities, or other property held by the Plan. However, the Plan must honor qualified domestic relations orders in assigning benefits for a divorce settlement or for child support payments. -12- The Committee may request that participants file written claims and provide certain information before they receive benefits. If the Committee denies the claim in whole or in part, the Committee will send the participant or participant's beneficiary a notice that will include: Specific reasons for denial; Specific references to plan provisions that were considered in the denial; A description of additional material or information needed and why it is needed to approve the request; and Information about how to request a review (described below). The notice will be sent within 90 days after the claim is received. If the notice is not received within this time, a participant may request to have the Committee review the decision. When a claim has been denied by the Committee, the participant or the participant's beneficiary may: Submit a written application to have the claim reviewed; Review any documents that may have affected the Committee's decision; or Submit issues and comments in writing. The participant or the participant's beneficiary must submit the review application within 60 days after the claim has been denied. The written application should be sent to Compensation / Benefits Planning and Personnel Services Department in Nashville at: Primus Automotive Financial Services, Inc. One Burton Hills Boulevard P.O. Box 150395 Suite 350 Nashville, Tennessee 37215 Compensation / Benefits Planning and Personnel Services Department will answer any questions the participant or the participant's beneficiary may have and forward the application to the Committee. -13- The Committee will normally consider claim reviews at its next scheduled meeting; however, if the application is received less than 30 days prior to the next meeting, then the review will be made at the second meeting after receipt of the application. If a hearing is required, the Committee will consider the review at its next meeting after the hearing, but not later than the third quarterly meeting after the application is received. When the Committee requires an extension of time, the participant or the participant's beneficiary will be notified of such in writing. The extension will not be longer than the original period for review. Once the Committee has made a decision on the review, the participant or the participant's beneficiary will be notified of such in writing. This notice will include specific reasons (and references to plan provisions) for the denial, and will be sent as soon as reasonably possible, but generally within 30 days of the date the Committee has made a decision on the review. If after the above has taken place the participant or beneficiary feels he or she was wrongly denied benefits, he or she may file suit in the appropriate court. Other Information Required by Securities Laws The following documents filed or to be filed with the Securities and Exchange Commission are incorporated herein by reference: Ford's and the Plan's latest annual reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") which contain, either directly or by incorporation by reference, certified financial statements for Ford's latest fiscal year for which such statements have been filed. All other reports filed pursuant to Sections 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in the preceding paragraph. The description of Ford's Common Stock contained in Registration No. ?2-50792? filed by Ford under the Securities Act of 1933. All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. -14- Ford will provide without charge to each individual to whom a copy of this material is delivered, upon written or oral request of such individual, a copy of any and all of the information that has been incorporated by reference in this material (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this material incorporates) and any other documents required to be delivered to participants. Written or telephone requests for such information should be directed to: Ford Motor Company Stockholder Relations Department P.O. Box 1899 Dearborn, Michigan 48121-1899 Telephone (313) 845-8540. Administrative Charges Against Investment Funds and/or Plan Expenses and fees charged by the investment funds are described in the prospectuses for each fund, which you may obtain by contacting the Plan administrator at the address below. All other expenses in connection with the Plan are paid for by the Company. Comerica Bank Special Projects Administration Primus Automotive Financial Services, Inc. Prime Account P.O. Box 75000 Detroit, Michigan 48275-3432 Other ERISA Information As a participant in the Plan you are entitled to certain rights and protections under ERISA. ERISA provides that all participants shall be entitled to: Examine, without charge, at the Plan administrator's office and at other specified locations all Plan documents, including any insurance contracts and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and Plan descriptions. Obtain copies of all Plan documents and other Plan information upon written request to the Plan administrator. The administrator may make a reasonable charge for the copies. Receive a summary of the Plan's annual financial report. The Plan administrator is required by law to furnish each participant with a copy of this summary annual report. Obtain a statement telling you whether you have a right to receive a pension at normal retirement age under the plan (age 65) and if so, what your benefits would be at normal retirement age if you stop working now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to receive a pension. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide the statement free of charge. -15- The only entity sponsoring the Plan is the Company. If you are uncertain of whether an entity sponsors the Plan, you may contact Compensation / Benefits Planning and Personnel Services Department in Nashville for clarification. The Company's employer identification number (EIN) is 16-0998154, and the Plan number is 001. The Committee is the agent for service of legal process and the address on page 1 hereof is to be used for such service. Service of legal process may also be made on the trustee or the Plan administrator. In addition to creating rights for participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If your claim for a pension benefit is denied in whole or in part you must receive a written explanation of the reason for the denial. You have the right to have the Committee review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Committee and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan administrator to provide the materials and pay you up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit. If it should happen that Plan fiduciaries misuse the investments made under the Plan, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area office of the U.S. Labor-Management Services Administration, Department of Labor. Public Disclosure Room, N 5507 Pension & Welfare Benefit Administration U.S. Department of Labor 200 Constitution Avenue, NW Washington DC, 20210 EX-4.2 3 Exhibit 4.2 Basic Plan Document #05 Adoption Agreement #002 IRS Letter Serial Number D361037a NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT SHARING PLAN #002 AND TRUST/CUSTODIAL ACCOUNT Sponsored by COMERICA BANK The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption-Agreement and the accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan Document #05. The Sponsor recommends that the Employer contact an attorney or tax advisor regarding tax ramifications before executing this Adoption Agreement. 1. EMPLOYER INFORMATION NOTE: If multiple Employers are adopting the Plan, complete this section based on the lead Employer. Additional Employers may adopt this Plan by attaching executed signature pages to the back of the Employer's Adoption Agreement. (a) NAME AND ADDRESS: Primus Automotive Financial Services, Inc. One Burton Hills Boulevard., Suite 350 P.O. Box 150395 Nashville, Tennessee 37215 (b) TELEPHONE NUMBER: (615) 665-9033 (c) EMPLOYER TAX ID NUMBER: 16-0998154 TRUST TAX ID NUMBER: _____. (d) FORM OF BUSINESS: [ ] (i) Sole Proprietor [ ] (ii) Partnership [X] (iii) Corporation [ ] (iv) "S" Corporation (formerly known as Subchapter S) [ ] (v) Other: (e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN: David Nowers, Debra Ramsey & Melissa Derman (f) NAME OF PLAN: Primus Automotive Financial Services, Inc. Prime Account (g) THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT: 002 2. EFFECTIVE DATE (a) This is a new Plan having an effective date of _____. (b) This is an amended Plan. The effective date of the original Plan was April 1, 1992. The effective date of the amended Plan is January 1, 1995 with the exception of Sections 7(f), 7(g) and 12 herein which shall be effective as of the first day of the 1989 Plan Year. (c) If different from above, the Effective Date for the Plan's Elective Deferral provisions shall be _____. (d) The effective date of Trustee or Custodian appointment: April 1, 1992. To the extent the effective date of the appointment of the Trustee or the Custodian is later than the effective date of the amended Plan, the Trustee or the Custodian will have no liability for the acts or the omissions of the prior Trustee or prior Custodian. The Employer shall hold the Trustee or the Custodian harmless with respect to prior acts or omissions of the prior Trustee or prior Custodian. -1- 3. DEFINITIONS (a) "Compensation" Compensation shall be determined on the basis of the following definition of Compensation: [X] (i) Code Section 6041 and 6051 Compensation, [ ] (ii) Code Section 3401(a) Compensation, or [ ] (iii) Code Section 415 Compensation. Compensation shall be determined on the basis of the: [X] (i) Plan Year. [ ] (ii) Employer's Taxable Year. [ ] (iii) Calendar Year. Compensation [ ] shall [ ] shall not include Employer contributions made pursuant to a Salary Savings Agreement which are not includable in the gross income of the Employee for the reasons indicated in the definition of Compensation at 1.12 of the Basic Plan Document #05. If the Employer chooses a non-integrated allocation formula, Compensation will exclude: [ ] overtime. [ ] bonuses. [ ] commissions. [ ] other: _____. NOTE: Any exclusion of Compensation must satisfy the requirements of Section 1.401(a)(4) of the Income Tax Regulations and Code Section 414(s) and the regulations thereunder. For purposes of the Plan, Compensation shall be limited to $_____, the maximum amount which will be considered for Plan purposes. [If an amount is specified, it will limit the amount of contributions allowed on behalf of higher compensated Employees. Completion of this section is not intended to coordinate with the $200,000 of Code Section 415(d), thus the amount should be less than $200,000 as adjusted for cost-of-living increases.] (b) "Entry Date" [ ] (i) The first day of the Plan Year nearest the date on which an Employee meets the eligibility requirements. [ ] (ii) The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or following the date on which an Employee meets the eligibility requirements. [ ] (iii) The first day of the Plan Year following the date on which the Employee meets the eligibility requirements. If this election is made, the Service requirement at 4(a)(ii) may not exceed 1/2 year and the age requirement at 4(b)(ii) may not exceed 20-1/2. [ ] (iv) The first day of the month coinciding with or following the date on which an Employee meets the eligibility requirements. [X] (v) The first day of the Plan Year, or the first day of the fourth month, or the first day of the seventh month or the first day of the tenth month, of the Plan Year coinciding with or following the date on which an Employee meets the eligibility requirements. (c) "Hours of Service" Shall be determined on the basis of the method selected below. Only one method may be selected. The method selected shall be applied to all Employees covered under the Plan as follows: [ ] (i) On the basis of actual hours for which an Employee is paid or entitled to payment. -2- [ ] (ii) On the basis of days worked. An Employee shall be credited with ten (10) Hours of Service if under paragraph I .42 of the Basic Plan Document #05 such Employee would be credited with at least one (1) Hour of Service during the day. [X] (iii) On the basis of weeks worked. An Employee shall be credited with forty-five (45) Hours of Service if under paragraph 1.42 of the Basic Plan Document #05 such Employee would be credited with at least one (1) Hour of Service during the week. [ ] (iv) On the basis of semi-monthly payroll periods. An Employee shall be credited with ninety-five (95) Hours of Service if under paragraph 1.42 of the Basic Plan Document #05 such Employee would be credited with at least one (1) Hour of Service during the semi-monthly payroll period. [ ] (v) On the basis of months worked. An Employee shall be credited with one-hundred-ninety (190) Hours of Service if under paragraph 1.42 of the Basic Plan Document #05 such Employee would be credited with at least one (1) Hour of Service during the month. (d) "Limitation Year" The 12-consecutive month period commencing on January 1 and ending on December 31. (e) "Net Profit" [X] (i) Not applicable (profits will not be required for any contributions to the Plan). [ ] (ii) As defined in paragraph 1.49 of the Basic Plan Document #05. [ ] (iii) Shall be defined as:_____. (Only use if definition in paragraph 1.49 of the Basic Plan Document #05 is to be superseded.) (f) "Plan Year" The 12-consecutive month period commencing on January 1 and ending on December 31. If applicable, the first Plan Year will be a short Plan Year commencing on and ending on _____ and ending on _____. Thereafter, the Plan Year shall be as above. (g) "Qualified Early Retirement Age" For purposes of making distributions under the provisions of a Qualified Domestic Relations Order, the Plan's Qualified Early Retirement Age with regard to the Participant against whom the order is entered [X] shall [ ] shall not be the date the order is determined to be qualified. If "shall" is elected, this will only allow payout to the alternate payee(s). (h) "Qualified Joint and Survivor Annuity" The safe-harbor provisions of paragraph 8.7 of the Basic Plan Document #05 [X] are [ ] are not applicable. If not applicable, the survivor annuity shall be _____% (50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives of the Participant and Spouse. If no answer is specified, 50% will be used. (i) "Taxable Wage Base" [X] (i) Not Applicable-Plan is not integrated with Social Security. [ ] (ii) The maximum earnings considered wages for such Plan Year under Code Section 3121(a). [ ] (iii) _____% (not more than 100%) of the amount considered wages for such Plan Year under Code Section 3121(a). [ ] (iv) $_____, provided that such amount is not in excess of the amount determined under paragraph 3(i)(ii) above. [ ] (v) For the 1989 Plan Year $10,000. For all subsequent Plan Years, 20% of the maximum earnings considered wages for such Plan Year under Code Section 3121(a). NOTE: Using less than the maximum at (ii) may result in a change in the allocation formula in Section 7. -3- (j) "Valuation Date(s)" Allocations to Participant Accounts will be done in accordance with Article V of the Basic Plan Document #05: [ ] (i) Daily [ ] (ii) Monthly [X] (iii) Quarterly [ ] (iv) Semi-Annually [ ] (v) Annually (k) "Year of Service" (i) For Eligibility Purposes: The 12-consecutive month period during which an Employee is credited with 1,000 (not more than 1,000) Hours of Service. (ii) For Allocation Accrual Purposes: The 12-consecutive month period during which an Employee is credited with _____ (not more than 1,000) Hours of Service. (iii) For Vesting Purposes: The 12-consecutive month period during which an Employee is credited with 1,000 (not more than 1,000) Hours of Service. 4. ELIGIBILITY REQUIREMENTS (a) Service: [ ] (i) The Plan shall have no service requirement. [X] (ii) The Plan shall cover only Employees having completed at least 1 [not more than three (3)] Years of Service. If more than one (I) is specified, for Plan Years beginning in 1989 and later, the answer will be deemed to be one (1). NOTE: If the eligibility period selected is less than one year, an Employee will not be required to complete any specified number of Hours of Service to receive credit for such period. (b) Age: [ ] (i) The Plan shall have no minimum age requirement. [X] (ii) The Plan shall cover only Employees having attained age 21 (not more than age 21). (c) Classification: The Plan shall cover all Employees who have met the age and service requirements with the following exceptions: [ ] (i) No exceptions. [ ] (ii) The Plan shall exclude Employees included in a unit of Employees covered by a collective bargaining agreement between the Employer and Employee Representatives, if retirement benefits were the subject of good faith bargaining. For this purpose, the term "Employee Representative" does not include any organization more than half of whose members are Employees who are owners, officers, or executives of the Employer. [ ] (iii) The Plan shall exclude Employees who are nonresident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States. [X] (iv) The Plan shall exclude from participation any nondiscriminatory classification of Employees determined as follows: Employees of all Affiliated Employers. (d) Employees on Effective Date: N/A [ ] (i) Employees employed on the Plan's Effective Date do not have to satisfy the Service requirements specified above. [ ] (ii) Employees employed on the Plan's Effective Date do not have to satisfy the age requirements specified above. -4- 5. RETIREMENT AGES (a) Normal Retirement Age: If the Employer imposes a requirement that Employees retire upon reaching a specified age, the Normal Retirement Age selected below may not exceed the Employer imposed mandatory retirement age. [X] (i) Normal Retirement Age shall be 65 (not to exceed age 65). [ ] (ii) Normal Retirement Age shall be the later of attaining age _____ (not to exceed age 65) or the _____ (not to exceed the 5th) anniversary of the first day of the first Plan Year in which the Participant commenced participation in the Plan. (b) Early Retirement Age: [ ] (i) Not Applicable. [X] (ii) The Plan shall have an Early Retirement Age of 55 (not less than 55) and completion of - Years of _____ Service. 6. EMPLOYEE CONTRIBUTIONS [X] (a) Participants shall be permitted to make Elective Deferrals in any amount from 1 % up to 11 % of their Compensation. If (a) is applicable, Participants shall be permitted to amend their Salary Savings Agreements to change the contribution percentage as provided below: [ ] (i) On the Anniversary Date of the Plan, [ ] (ii) On the Anniversary Date of the Plan and on the first day of the seventh month of the Plan Year, [X] (iii) On the Anniversary Date of the Plan and on the first day following any Valuation Date, or [ ] (iv) Upon 30 days notice to the Employer. [ ] (b) Participants shall be permitted to make after tax Voluntary Contributions. [X] (c) If necessary to pass the Average Deferral Percentage Test, Participants [ ] may [ X] may not have Elective Deferrals recharacterized as Voluntary Contributions. NOTE: The Average Deferral Percentage Test will apply to contributions under (a) above. The Average Contribution Percentage Test will apply to contributions under (b) above, and may apply to (a). 7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF NOTE: The Employer shall make contributions to the Plan in accordance with the formula or formulas selected below. The Employer's contribution shall be subject to the limitations contained in Articles Ill and X. For this purpose, a contribution for a Plan Year shall be limited for the Limitation Year which ends with or within such Plan Year. Also, the integrated allocation formulas below are for Plan Years beginning in 1989 and later. The Employer's allocation for earlier years shall be as specified in its Plan prior to amendment for the Tax Reform Act of l 986. (a) Profits Requirement: (i) Current or Accumulated Net Profits are required for: [ ] (A) Matching Contributions. [ ] (B) Qualified Non-Elective Contributions. [ ] (C) Discretionary contributions. (ii) No Net Profits are required for: [ ] (A) Matching Contributions. [X] (B) Qualified Non-Elective Contributions. [ ] (C) Discretionary contributions. NOTE: Elective Deferrals can always he contributed regardless of profits. -5- [X] (b) Salary Savings Agreement. The Employer shall contribute and allocate to each Participant's account an amount equal to the amount withheld from the Compensation of such Participant pursuant to his or her Salary Savings Agreement. If applicable, the maximum percentage is specified in Section 6 above. An Employee who has terminated his or her election under the Salary Savings Agreement other than for hardship reasons may not make another Elective Deferral: [ ] (i) until the first day of the next Plan Year. [X] (ii) until the first day of the next valuation period. [ ] (iii) for a period of _____ month(s) (not to exceed 12 months). [ ] (c) Matching Employer Contribution [See paragraphs (h) and (i)]: [ ] (i) Percentage Match: The Employer shall contribute and allocate to each eligible Participant's account an amount equal to _____% of the amount contributed and allocated in accordance with paragraph 7(b) above and (if checked) _____% of [ ] the amount of Voluntary Contributions made in accordance with paragraph 4.1 of the Basic Plan Document #05. The Employer shall not match Participant Elective Deferrals as provided above in excess of $_____ or in excess of _____% of the Participant's Compensation or if applicable, Voluntary Contributions in excess of 5 or in excess of _____% of the Participant's Compensation. In no event will the match on both Elective Deferrals and Voluntary Contributions exceed a combined amount of $_____ or _____%. [ ] (ii) Discretionary Match: The Employer shall contribute and allocate to each eligible Participant's account a percentage of the Participant's Elective Deferrals contributed and allocated in accordance with paragraph 7(b) above. The Employer shall set such percentage prior to the end of the Plan Year. The Employer shall not match Participant Elective Deferrals in excess of $_____ or in excess of _____% of the Participant's Compensation. [X] (iii) Tiered Match: The Employer shall contribute and allocate to each Participant's account an amount equal to 100 % of the first 2 % of the Participant's Compensation to the extent deferred, 50 % of the next 4 % of the Participant's Compensation to the extent deferred, ____% of the next __ % of the Participant's Compensation to the extent deferred. NOTE: Percentages specified in (iii) above may not increase as the percentage of Participant's Elective Deferrals Increase. [ ] (iv) Flat Dollar Match: The Employer shall contribute and allocate to each Participant's account $_____ if the Participant defers at least 1% of Compensation. [ ] (v) Percentage of Compensation Match: The Employer shall contribute and allocate to each Participant's account _____% of Compensation if the Participant defers at least 1% of Compensation. [ ] (vi) Proportionate Compensation Match: The Employer shall contribute and allocate to each Participant who defers at least 1% of Compensation, an amount determined by multiplying such Employer Matching Contribution by a fraction the numerator of which is the Participant's Compensation and the denominator of which is the Compensation of all Participants eligible to receive such an allocation. [ ] (vii) Qualified Match: Employer Matching Contributions will be treated as Qualified Matching Contributions to the extent specified below: [ ] (A) All Matching Contributions. [ ] (B) None. [ ] (C) _____% of the Employer's Matching Contribution. [ ] (D) Up to _____% of each Participant's Compensation. [ ] (E) The amount necessary to meet the [ j Average Deferral Percentage (ADP) Test, [ ] Average Contribution Percentage (ACP) Test, [ ] Both the ADP and ACP Tests. (viii) Eligibility for Match: Employer Matching Contributions, whether or not Qualified, will only be made on Employee Contributions not withdrawn prior to the end of the [X] valuation period [ ] Plan Year. -6- [ ] (d) Qualified Non-Elective Employer Contribution-[See paragraphs (h) and (i)] These contributions are fully vested when contributed. The Employer shall have the right to make an additional discretionary contribution which shall be allocated to each eligible Employee in proportion to his or her Compensation as a percentage of the Compensation of all eligible Employees. This part of the Employer's contribution and the allocation thereof shall be unrelated to any Employee contributions made here under. The amount of Qualified non-Elective Contributions taken into account for purposes of meeting the ADP or ACP test requirements is: [ ] (i) All such Qualified non-Elective Contributions. [ ] (ii) The amount necessary to meet [ ] the ADP test, [ ] the ACP test, [ ] Both the ADP and ACP test Qualified non-Elective Contributions will be made to: [ ] (iii) All Employees eligible to participate. [ ] (iv) Only non-Highly Compensated Employees eligible to participate. [ ] (e) Additional Employer Contribution Other Than Qualified Non-Elective Contributions - Non-integrated [See paragraphs (h) and (i)] The Employer shall have the right to make an additional discretionary contribution which shall be allocated to each eligible Employee in proportion to his or her Compensation as a percentage of the Compensation of all eligible Employees. This part of the Employer's contribution and the allocation thereof shall be unrelated to any Employee contributions made hereunder. [ ] (f) Additional Employer Contribution-Integrated Allocation Formula [See paragraphs (h) and (i)] The Employer shall have the right to make an additional discretionary contribution. The Employer's contribution for the Plan Year plus any forfeitures shall be allocated to the accounts of eligible Participants as follows: (i) First, to the extent contributions and forfeitures are sufficient, all Participants will receive an allocation equal to 3% of their Compensation. (ii) Next, any remaining Employer Contributions and forfeitures will be allocated to Participants who have Compensation in excess of the Taxable Wage Base (excess Compensation). Each such Participant will receive an allocation in the ratio that his or her excess compensation bears to the excess Compensation of all Participants. Participants may only receive an allocation of 3% of excess Compensation. (iii) Next, any remaining Employer contributions and forfeitures will be allocated to all Participants in the ratio that their Compensation plus excess Compensation bears to the total Compensation plus excess Compensation of all Participants. Participants may only receive an allocation of up to 2.7% of their Compensation plus excess Compensation, under this allocation method. If the Taxable Wage Base defined at Section 3(j) is less than or equal to the greater of $10,000 or 20% of the maximum, the 2.7% need not be reduced. If the amount specified is greater than the greater of $ 10,000 or 20% of the maximum Taxable Wage Base, but not more than 80%, 2.7% must be reduced to 1.3%. If the amount specified is greater than 80% but less than 100% of the maximum Taxable Wage Base, the 2.7% must be reduced to 2.4%. NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum contribution or benefit is provided under another Plan [see Section 11(c)(ii)] covering the same Employees, sub-paragraphs (i) and (ii) above may be disregarded and 5.7%, 4.3% or 5.4% may be substituted for 2.7%, 1.3% or 2.4% where it appears in (iii) above. (iv) Next, any remaining Employer contributions and forfeitures will be allocated to all Participants (whether or not they received an allocation under the preceding paragraphs) in the ratio that each Participant's Compensation bears to all Participants' Compensation. -7- [ ] (g) Additional Employer Contribution-Alternative Integrated Allocation Formula. [See paragraph (h) and (i)] The Employer shall have the right to make an additional discretionary contribution. To the extent that such contributions are sufficient, they shall be allocated as follows: _____% of each eligible Participant's Compensation plus _____% of Compensation in excess of the Taxable Wage Base defined at Section 3(i) hereof. The percentage on excess compensation may not exceed the lesser of (i) the amount first specified in this paragraph or (ii) the greater of 5.7% or the percentage rate of tax under Code Section 3111 (a) as in effect on the first day of the Plan Year attributable to the Old Age (OA) portion of the OASDI provisions of the Social Security Act. If the Employer specifies a Taxable Wage Base in Section 3(i) which is lower than the Taxable Wage Base for Social Security purposes (SSTWB) in effect as of the first day of the Plan Year, the percentage contributed with respect to excess Compensation must be adjusted. If the Plan's Taxable Wage Base is greater than the larger of S 10,000 or 20% of the SSTWB but not more than 80% of the SSTWB, the excess percentage is 4.3%. If the Plan-s Taxable Wage Base is greater than 80% of the SSTWB but less than 100% of the SSTWB, the excess percentage is 5.4%. NOTE: Only one plan maintained by the Employer may be integrated with Social Security. (h) Allocation of Excess Amounts (Annual Additions) In the event that the allocation formula above results in an Excess Amount, such excess shall be: [ ] (i) placed in a suspense account accruing no gains or losses for the benefit of the Participant. [X] (ii) reallocated as additional Employer contributions to all other Participants to the extent that they do not have any Excess Amount. (i) Minimum Employer Contribution Under Top-Heavy Plans: For any Plan Year during which the Plan is Top-Heavy, the sum of the contributions and forfeitures as allocated to eligible Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this Adoption Agreement shall not be less than the amount required under paragraph 14.2 of the Basic Plan document #5.Top-Heavy minimums will be allocated to: [ ] (i) all eligible Participants. [ ] (ii) only eligible non-Key Employees who are Participants. (j) Return of Excess Contributions and/or Excess Aggregate Contributions: In the event that one or more Highly Compensated Employees is subject to both the ADP and ACP tests and the sum of such tests exceeds the Aggregate Limit, the limit will be satisfied by reducing: [ ] (i) the ADP of the affected Highly Compensated Employees. [ ] (ii) the ACP of the affected Highly Compensated Employees. [X] (iii) either the ADP and/or the ACP of the affected Highly Compensated Employees. 8. ALLOCATIONS TO TERMINATED EMPLOYEES [X] (a) The Employer will not allocate Employer related contributions to Employees who terminate during a Plan Year, unless required to satisfy the requirements of Code Section 401 (a)(26) and 410(b). (These requirements are effective for 1989 and subsequent Plan Years.) [ ] (b) The Employer will allocate Employer matching and other related contributions as indicated below to Employees who terminate during the Plan Year as a result of: Matching Other [ ] [ ] (i) Retirement. [ ] [ ] (ii) Disability. [ ] [ ] (iii) Death. [ ] [ ] (iv) Other termination of employment provided that the Participant has completed a Year of Service is defined for Allocation Accrual Purposes. [ ] [ ] (v) Other termination of employment even though the Participant has not completed a Year of Service. -8- 9. ALLOCATION OF FORFEITURES NOTE: Subsections (a), (b) and (c) below apply to forfeitures of amounts other than Excess Aggregate Contributions. (a) Allocation Alternatives: [ ] (i) Forfeitures shall be allocated to Participants in the same manner as the Employer's contribution. If allocation to other Participants is selected, the allocation shall be as follows: [I] Amount attributable to Employer discretionary contributions and Top-Heavy minimums will be allocated to: [ ] all eligible Participants under the Plan. [ ] only those Participants eligible for an allocation of Employer contributions in the current year. [ ] only those Participants eligible for an allocation of matching contributions in the current year. [2] Amounts attributable to Employer Matching contributions will be allocated to: [ ] all eligible Participants. [ ] only those Participants eligible for allocations of matching contributions in the current year. [X] (ii) Forfeitures shall be applied to reduce the Employer's contribution for such Plan Year. [ ] (iii) Forfeitures shall be applied to offset administrative expenses of the Plan. If forfeitures exceed these expenses, (ii) above shall apply. (b) Date for Reallocation: NOTE: If no distribution has been made to a former Participant, sub-section (i) below will apply to such Participant even if the Employer elects (ii) or (iii) below as its normal administrative policy. [ ] (i) Forfeitures shall be reallocated at the end of the Plan Year during which the former Participant incurs his or her fifth consecutive one year Break ln Service. [X] (ii) Forfeitures will be reallocated immediately (as of the next Valuation Date). [ ] (iii) Forfeitures shall be reallocated at the end of the Plan Year during which the former Employee incurs his or her (Ist, 2nd, 3rd, or 4th) consecutive one year Break In Service. [ ] (iv) Forfeitures will be reallocated immediately (as of the Plan Year end). (c) Restoration of Forfeitures: If amounts are forfeited prior to five consecutive 1-year Breaks in Service, the Funds for restoration of account balances will be obtained from the following resources in the order indicated (fill in the appropriate number): [ 1] (i) Current year's forfeitures. [ 2] (ii) Additional Employer contribution. [ ] (iii) Income or gain to the Plan. (d) Forfeitures of Excess Aggregate Contributions shall be: [X] (i) Applied to reduce Employer contributions. [ ] (ii) Allocated, after all other forfeitures under the Plan, to the Matching Contribution account of each non-highly compensated Participant who made Elective Deferrals or Voluntary Contributions in the ratio which each such Participant's Compensation for the Plan Year bears to the total Compensation of al l Participants for such Plan Year. Such forfeitures cannot be allocated to the account of any Highly Compensated Employee. Forfeitures of Excess Aggregate Contributions will be so applied at the end of the Plan Year in which they occur. -9- 10. CASH OPTION [ ] (a) The Employer may permit a Participant to elect to defer to the Plan, an amount not to exceed % of any Employer paid cash bonus made for such Participant for any year. A Participant must file an election to defer such contribution at least fifteen ( l S) days prior to the end of the Plan Year. If the Employee fails to make such an election, the entire Employer paid cash bonus to which the Participant would be entitled shall be paid as cash and not to the Plan. Amounts deferred under this section shall be treated for all purposes as Elective Deferrals. Notwithstanding the above, the election to defer must be made before the bonus is made available to the Participant. [ ] (b) Not Applicable. 11. LIMITATIONS ON ALLOCATIONS [ ] This is the only Plan the Employer maintains or ever maintained, therefore, this section is not applicable. [X] The Employer does maintain or has maintained another Plan (including a Welfare Benefit Fund or an individual medical account (as defined in Code Section 415(1)(2)), under which amounts are treated as Annual Additions) and has completed the proper sections below. Complete (a), (b) and (c) only if the Employer maintains or ever maintained another qualified plan, including a Welfare Benefit Fund or an individual medical account [as defined in Code Section 415(i)(2)] in which any Participant in this Plan is (or was) a participant or could possibly become a participant. (a) If the Participant is covered under another qualified Defined Contribution Plan maintained by the Employer, other than a Master or Prototype Plan: N/A [ ] (i) the provisions of Article X of the Basic Plan Document #05 will apply, as if the other plan were a Master or Prototype Plan. [ ] (ii) Attach provisions stating the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce any Excess Amounts, in a manner that precludes Employer discretion. (b) If a Participant is or ever has been a participant in a Defined Benefit Plan maintained by the Employer: Attach provisions which will satisfy the 1.0 limitation of Code Section 415(e). Such language must preclude Employer discretion. The Employer must also specify the interest and mortality assumptions used in determining Present Value in the Defined Benefit Plan. Mst attach provisions indicated in Y(2) of original Plan Document. (c) The minimum contribution or benefit required under Code Section 416 relating to Top-Heavy Plans shall be satisfied by: N/A [ ] (i) this Plan. [ ] (ii) _____ (Name of other qualified plan of the Employer). [ ] (iii) Attach provisions stating the method under which the minimum contribution and benefit provisions of Code Section 416 will be satisfied. If a Defined Benefit Plan is or was maintained, an attachment must be provided showing interest and mortality assumptions used in the Top-Heavy Ratio. 12. VESTING Employees shall have a fully vested and nonforfeitable interest in any Employer contribution and the investment earnings thereon made in accordance with paragraphs (select one or more options) [ X ] 7(c), [ ] 7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or more of the foregoing options are not selected, such Employer contributions shall be subject to the vesting table selected by the Employer. Each Participant shall acquire a vested and nonforfeitable percentage in his or her account balance attributable to Employer contributions and the earnings thereon under the procedures selected below except with respect to any Plan Year during which the Plan is Top-Heavy, in which case the Two-twenty vesting schedule [Option (b)(iv)l shall automatically apply unless the Employer has already elected a faster vesting schedule. If the Plan is switched to option (h)(iv), because of its Top-Heavy status, that vesting schedule will remain in effect even if the Plan later becomes non-Top-Heavy until the Employer executes an amendment of this Adoption Agreement indicating otherwise. -10- (a) Computation Period: The computation period for purposes of determining Years of Service and Breaks in Service for purposes of computing a Participant's nonforfeitable right to his or her account balance derived from Employer contributions: [ ] (i) shall not be applicable since Participants are always fully vested, [ ] (ii) shall commence on the date on which an Employee first performs an Hour of Service for the Employer and each subsequent 12-consecutive month period shall commence on the anniversary thereof, or [X] (iii) shall commence on the first day of the Plan Year during which an Employee first performs an Hour of Service for the Employer and each subsequent 12-consecutive month period shall commence on the anniversary thereof. A Participant shall receive credit for a Year of Service if he or she completes at least l ,000 Hours of Service [or if lesser, the number of hours specified at 3(k)(iii) of this Adoption Agreement] at any time during the 12-consecutive month computation period. Consequently, a Year of Service may be earned prior to the end of the 12-consecutive month computation period and the Participant need not be employed at the end of the 12-consecutive month computation period to receive credit for a Year of Service. (b) Vesting Schedules: NOTE: The vesting schedules below only apply to a Participant who has at least one Hour of Service during or after the 1989 Plan Year. If applicable, Participants who separated from Service prior to the 1989 Plan Year will remain under the vesting schedule as in effect in the Plan prior to amendment for the Tax Reform Act of 1986. (i) Full and immediate Vesting. Years of Service ________________________________________________________________ 1 2 3 4 5 6 7 ________________________________________________________________ (ii) _% 100% (iii) 20% 50% 100% (iv) _% 20% 40% 60% 80% 100% (v) _% _% 20% 40% 60% 80% 100% (vi) 10% 20% 30% 40% 60% 80% 100% (vii) _% _% _% _% 100% (viii) _% _% _% _% _% _% 100% NOTE: The percentages selected for schedule (viii) may not be less for any year than the percentages shown at schedule (v). [ ] All contributions other than those which are fully vested when contributed will vest under schedule iii above. [ ] Contributions other than those which are fully vested when contributed will vest as provided below: Vesting Option Selected Type Of Employer Contribution --------------- ----------------------------- _____________ 7(c) Employer Match on Salary Savings _____________ 7(c) Employer Match on Employee Voluntary _____________ 7(e) Employer Discretionary _____________ 7(f) & (g) Employer Discretionary -- Integrated (c) Service disregarded for Vesting: [ ] (i) Service prior to the Effective Date of this Plan or a predecessor plan shall be disregarded when computing a Participant's vested and nonforfeitable interest. [X] (ii) Service prior to a Participant having attained age I 8 shall be disregarded when computing a Participant's vested and nonforfeitable interest. -11- 13. SERVICE WITH PREDECESSOR ORGANIZATION For purposes of satisfying the Service requirements for eligibility. Hours of Service shall include Service with the following predecessor organization(s): (These hours will also be used for vesting purposes.) Marine Midland Bank N.A. 14. ROLLOVER/TRANSFER CONTRIBUTIONS (a) Rollover Contributions, as described at paragraph 4.3 of the Basic Plan Document #05, [X ] shall [ ] shall not be permitted. If permitted, Employees [ X] may [ ] may not make Rollover Contributions prior to meeting the eligibility requirements for participation in the Plan. (b) Transfer Contributions, as described at paragraph 4.4 of the Basic Plan Document #05 [ X ] shall [ ] shall not be permitted. If permitted, Employees [ X] may [ ] may not make Transfer Contributions prior to meeting the eligibility requirements for participation in the Plan. NOTE: Even if available, the Employer may refuse to accept such contributions if its Plan meets the safe-harbor rules of paragraph 8.7 of the Basic Plan Document #05. 15. HARDSHIP WITHDRAWALS Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan Document #05, [X] are [ ] are not permitted. 16. PARTICIPANT LOANS Participant loans, as provided for in paragraph 13.5 of the Basic Plan Document #05, [X] are [ ] are not permitted. If permitted, repayments of principal and interest shall be repaid to [X] the Participant's segregated account or [ ] the general Fund. 17. INSURANCE POLICIES The insurance provisions of paragraph 13.6 of the Basic Plan Document #05 [ ] shall [X] shall not be applicable. 18. EMPLOYER INVESTMENT DIRECTION The Employer investment direction provisions, as set forth in paragraph 13.7 of the Basic Plan Document #05, [ ] shall [X] shall not be applicable. 19. EMPLOYEE INVESTMENT DIRECTION (a) The Employee investment direction provisions, as set forth in paragraph 13.8 of the Basic Plan Document #05, [X] shall [ ] shall not be applicable. If applicable, Participants may direct their investments: [X] (i) among funds offered by the Trustee. [ ] (ii) among any allowable investments. (b) Participants may direct the following kinds of contributions and the earnings thereon (check all applicable): [X] (i) All Contributions [ ] (ii) Elective Deferrals [ ](iii) Employee Voluntary Contributions (after-tax) [ ] (iv) Employee Mandatory Contributions (after-tax) [ ] (v) Employer Qualified Matching Contributions [ ] (vi) Other Employer Matching Contributions [ ](vii) Employer Qualified Non-Elective Contributions [ ](viii) Employer Discretionary Contributions [ ] (ix) Rollover Contributions [ ] (x) Transfer Contributions [ ] (xi) All of above which are checked, but only to the extent that the Participant is vested in those contributions. -12- NOTE: To the extent that Employee investment direction was previously allowed, it shall continue to be allowed on those amounts and the earnings thereon. 20. EARLY PAYMENT OPTION (a) A Participant who separates from Service prior to retirement, death or Disability [X] may [ ] may not make application to the Employer requesting an early Payment of his or her vested account balance. (b) A Participant who has not separated from Service [ ] may [X] may not obtain a distribution of his or her vested Employer contributions. Distribution can only be made if the Participant is 100% vested. (c) A Participant who has attained the Plan's Normal Retirement Age and who has not separated from Service [X ] may [ ] may not receive a distribution of his or her vested account balance. NOTE: If the Participant has had the right to withdraw his or her account balance in the past, this right may not be taken away. Notwithstanding the above, to the contrary, required minimum distributions will be paid. For timing of distributions, see item 21(a) below. 21. DISTRIBUTION OPTIONS (a) Timing of Distributions: In cases of termination for other than death, Disability or retirement, benefits shall be paid: [ ] (i) As soon as administratively feasible following the close of the [ ] Plan Year/ [ ] Valuation Period during which a distribution is requested or is otherwise payable. [X] (ii) As soon as administratively feasible, following the date on which a distribution is requested or is otherwise payable. [ ] (iii) As soon as administratively feasible, after the close of the Plan Year during which the Participant incurs consecutive one-year Breaks in Service. [ ] (iv) Only after the Participant has achieved the Plan's Normal Retirement Age, or Early Retirement Age, if applicable. In cases of death, Disability or retirement, benefits shall be paid: [ ] (v) As soon as administratively feasible following the close of the [ ] Plan Year/ [ ] Valuation Period during which a distribution is requested or is otherwise payable. [X] (vi) As soon as administratively feasible, following the date on which a distribution is requested or is otherwise payable. [ ] (vii) As soon as administratively feasible, after the close of the Plan Year during which the Participant incurs consecutive one-year Breaks in Service. [ ](viii) Only after the Participant has achieved the Plan's Normal Retirement Age, or Early Retirement Age, if applicable. (b) Optional Forms of Payment: [X] (i) Lump Sum. [ ] (ii) Installment Payments. [ ](iii) Life Annuity*. [ ] (iv) Life Annuity Term Certain*. Life Annuity with payments guaranteed for _____ period (not toexceed 20 years, specify all applicable). [ ] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ] 100% survivor annuity* (specify all applicable). -13- [ ] (vi) Other form(s) specified: _____. * Not available in Plan meeting provisions of paragraph 8.7 of Basic Plan Document #05. (c) Recalculation of Life Expectancy: In determining required distributions under the Plan, Participants and/or their Spouse (Surviving Spouse) [ ] shall [ ] shall not have the right to have their life expectancy recalculated annually. If "shall". [ ] only the Participant shall be recalculated. [ ] both the Participant and Spouse shall be recalculated. [ ] who is recalculated shall be determined by the Participant. 22. PROTECTED BENEFITS UNDER INTERNAL REVENUE CODE SECTION 411(d)(6) [ ] The Employer is attaching to this Adoption Agreement a list of Section 41 I (d)(6) protected benefits from a prior plan document which this Plan amends. [X] Not applicable. 23. SPONSOR CONTACT The Employer should direct questions concerning the language contained in and qualification of the Prototype to its Trust Administrator at Comerica Bank (Name of Trust Administrator) Robert C. Short (Phone No.)(313) 222-9899 In the event that the Sponsor amends, discontinues or abandons this Prototype Plan, notification will be provided to the Employer's address provided on the first page of this Agreement. 24. SIGNATURES Due to the significant tax ramifications, the Sponsor recommends that before you execute this Adoption Agreement, you contact your attorney or tax advisor. (a) EMPLOYER: Name and address of Employer if different than specified in Section I above. _____. This agreement and the corresponding provisions of the Plan and Trust/Custodial Account Basic Plan Document #04 were adopted by the Employer the ________ day of _______________, 1995. Signed for the Employer by :___________________________________ Title:__________________________________________ Signature:__________________________________________ The Employer understands that its failure to properly complete the Adoption Agreement may result in disqualification of its Plan. Employer's Reliance: The adopting Employer may not rely on an opinion letter issued by the National Office of the Internal Revenue Service as evidence that the Plan is qualified under Code Section 401. In order to obtain reliance with respect to Plan qualification, the Employer must apply to the appropriate Key District Office for a determination letter. This Adoption Agreement may only be used in con junction with Basic Plan Document #05. -14- (b) TRUSTEE: Name of Trustee: Comerica Bank P.O. Box 75000, Detroit, Michigan 48275-3432 The assets of the Fund shall be invested in accordance with paragraph 13.3 of the Basic Plan Document #05 as a Trust. As such, the Employer's Plan as contained herein was accepted by the Trustee the _______ day of _______________, 1995. Signed for the Trustee by: Robert C. Short Title: Vice President Signature:_____________________________________________ (c) CUSTODIAN: Name of Custodian: ___________________________________ The assets of the Fund shall be invested in accordance with paragraph I 3.4 of the Basic Plan Document #05 as a Custodial Account. As such, the Employer's Plan as contained herein was accepted by the Custodian the _______ day of ______________, 1995. Signed for the Custodian by: ____________________________________ Title:____________________________________ Signature:____________________________________ (d) SPONSOR: The Employer's agreement and the corresponding provisions of the Plan and Document #05 were accepted by the Sponsor (Comerica Bank) the _______ day of _______________, 1995. Signed for the Sponsor by: Robert C. Short Title: Vice President Signature: (e) ATTORNEY CONTACT: Name: Mike 0tto Firm Name: Primus Automotive Financial Services Inc. Address: One Burton Hills Boulevard., Suite. 350 Nashville, Tennessee 37215 Telephone No.: (615) 665-7933 11. LIMITATIONS ON ALLOCATIONS ATTACHMENT [X] (c) (iii) Reduce Elective Deferrals under this Plan and related Participating Employer Contributions under this Plan to the extent necessary. -15- EX-5.1 4 Exhibit 5.1 FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 April 27, 1995 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 100,000 shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), relating to the Primus Automotive Financial Services, Inc. Prime Account (the "Plan") of Primus Automotive Financial Services, Inc. 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 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 5.1 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/Thomas J. DeZure Thomas J. DeZure Assistant Secretary and Counsel opinion\primus.1 EX-5.2 5 FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 April 27, 1995 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"), relating to the Primus Automotive Financial Services, Inc. Prime Account (the "Plan"). As a 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 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 the provisions of the Plan, as amended and subsequently modified if necessary to obtain a favorable determination letter from the Internal Revenue Service, will comply with the requirements of ERISA pertaining to such provisions. 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/William J. Rooney William J. Rooney Counsel H:\tshanley\opinion\er.fmi EX-23 6 Exhibit 23 COOPERS & LYBRAND L.L.P Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P. Re: Ford Motor Company Registration Statement on Form S-8 We consent to the incorporation by reference in this Registration Statement of our report dated January 27, 1995 on our audits of the consolidated financial statements of Ford Motor Company at December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992, which reports are included in, or incorporated by reference in, Ford's 1994 Annual Report on Form 10-K. /s/COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 April 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----