-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdxJK0cgmVquemVdIyixubKIlDRrqt7iGNa1AtqMm2NZLifRoOeOX3PQGxWBu/rI 9Gt04VvSVHCN1c65bF/wGA== 0000037996-99-000006.txt : 19990208 0000037996-99-000006.hdr.sgml : 19990208 ACCESSION NUMBER: 0000037996-99-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990205 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03950 FILM NUMBER: 99522049 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 8-K 1 DEBT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 5, 1999 ---------------- (Date of earliest event reported) FORD MOTOR COMPANY ------------------ (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 1-3950 38-0549190 ------ ---------- (Commission File Number) (IRS Employer Identification No.) The American Road, Dearborn, Michigan 48121 -------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 ------------ -2- Item 5. Other Events. - --------------------- Debt Issuance: Ford Motor Company has registered Debt Securities ("Debt Securities") pursuant to Registration Statement No.333-52485 and Registration Statement No. 333-67211. The Debt Securities were registered on Form S-3 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. Ford has created a series of Debt Securities for issuance under an Indenture dated as of February 15, 1992, as supplemented by a First Supplemental Indenture dated as of December 5, 1996, between Ford and The Bank of New York designated as Ford's 6 3/8% Debentures due February 1, 2029 in the aggregate principal amount of $1,500,000,000 (the "Debentures"). Copies of tax opinions and consents relating to the issuance of the Debentures are filed as exhibits to this Report. Rouge Complex: On February 1, 1999, an explosion occurred at the powerhouse of the Rouge Complex in Dearborn, Michigan, completely halting production at the powerhouse. Thirty people were injured and one person died. The powerhouse supplied energy and steam to the entire Rouge Complex. Ford owns part of the powerhouse and has manufacturing plants and an assembly plant located within the Complex. Those plants supply products to various Ford manufacturing and assembly plants worldwide. Through alternative sources of power Ford has partially resumed production at some of its Rouge Complex plants and is working to resume full production at all of its manufacturing and assembly plants in the Rouge Complex by February 8, 1999. A significant supplier of steel to Ford is also located in the Rouge Complex. Ford does not know when that supplier will be able to fully resume its production. In the interim, contingency plans for alternative sources of steel are being implemented. Ford has insurance, including business interruption coverage, which should limit the financial impact from the accident. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- EXHIBITS Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 8.1 Opinion of Shearman & Sterling Filed with this Report Exhibit 8.2 Opinion of Sullivan & Cromwell Filed with this Report Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report is contained in their opinion set forth in Exhibit 8.1 Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report is contained in their opinion set forth in Exhibit 8.2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the date indicated. FORD MOTOR COMPANY (Registrant) Date: February 5, 1999 By:/s/Kathryn S. Lamping ---------------------------- Kathryn S. Lamping Assistant Secretary -3- EXHIBIT INDEX DESIGNATION DESCRIPTION PAGE - ----------- ----------- ---- Exhibit 8.1 Opinion of Shearman & Sterling Exhibit 8.2 Opinion of Sullivan & Cromwell Exhibit 23.1 Consent of Shearman & Sterling is contained in their opinion set forth in Exhibit 8.1 Exhibit 23.2 Consent of Sullivan & Cromwell is contained in their opinion set forth in Exhibit 8.2 EX-8.1 2 EXHIBIT 8.1 Shearman & Sterling 599 Lexington Avenue New York, NY 10022-6069 February 4, 1999 Ford Motor Company The American Road Dearborn, MI 48121 Ladies and Gentlemen: In connection with the issuance by Ford Motor Company, a Delaware corporation, of $1,500,000,000 principal amount of its Debentures due February 1, 2029, we hereby consent to the use of our name and confirm to you our tax advice as set forth under the heading "United States Taxation of Non-United States Persons -- Income and Withholding Tax" in the Prospectus Supplement dated February 2, 1999 relating to registration statement no. 333-67211 and registration statement no. 333-52485, to which registration statements this consent is an exhibit. Very truly yours, /s/Shearman & Sterling Shearman & Sterling EX-8.2 3 EXHIBIT 8.2 Sullivan & Cromwell 125 Broad Street New York, NY 10004-2498 February 4, 1999 Ford Motor Company The American Road Dearborn, MI 48121 Ladies and Gentlemen: As special tax counsel to Ford Motor Company (the "Company") in connection with the issuance by the Company of $1,500,000,000 aggregate principal amount of its 6-3/8% Debentures due February 1, 2029, we hereby confirm to you our opinion as set forth under the heading "United States Taxation of Non-United States Persons" in the Prospectus Supplement dated February 2, 1999 for the Debentures. We hereby consent to the filing with the Securities and Exchange Commission of this opinion as an exhibit to the Company's current report on Form 8-K and the reference to us under the heading "United States Taxation of Non-United States Persons" in the Prospectus Supplement. By giving the foregoing consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/Sullivan & Cromwell Sullivan & Cromwell -----END PRIVACY-ENHANCED MESSAGE-----