-----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, BY+w0+L9G/Vr129oBEqAyKx0hddS3DUWNNffANpwDtCECwM9W61GPAEHsu0Brqtr 8vTFk1Vmjsy+/Lz2GvBx+Q== 0000037996-99-000035.txt : 19990924 0000037996-99-000035.hdr.sgml : 19990924 ACCESSION NUMBER: 0000037996-99-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990923 EFFECTIVENESS DATE: 19990923 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: SEC FILE NUMBER: 333-87619 FILM NUMBER: 99715541 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 BEP Registration No. 333- ==================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________ FORD MOTOR COMPANY (Exact name of registrant as specified in its charter) Delaware 38-0549190 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) The American Road Dearborn, Michigan 48121-1899 (Address of principal executive offices) (Zip Code) ___________ BENEFIT EQUALIZATION PLAN (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 maximum Proposed maximum Amount of Title of securities to Amount to be offering price per aggregate offering registration fee be registered registered obligation price** - -------------------------- ------------------------ ------------------------ ------------------------ ----------------- Benefit Equalization Plan Obligations* $5,000,000 100% $5,000,000 $1,390.00 - -------------------------- ------------------------ ------------------------ ------------------------ ================
* The Benefit Equalization Plan Obligations are unsecured obligations of Ford Motor Company to pay compensation in the future in accordance with the terms of the savings plan portion of the Ford Motor Company Benefit Equalization Plan. ** Estimated solely for the purpose of determining the registration fee. =============================================================================== FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement No. 333-02735 are incorporated herein by reference. ______________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 shall have power to 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 the person 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 the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person 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 the person's 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 the person 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 the person's conduct was unlawful. (b) A corporation shall have power to 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 the person 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 the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person 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 present or former director or officer 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) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person 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 present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (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) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or 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 such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation 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 bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. (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 such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under 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 this section with respect to the resulting or surviving corporation as such person 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 any 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 such person 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. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). The Restated Certificate of Incorporation of Ford includes the following provisions: LIMITATIONS 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, (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 EIGHTH 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 EIGHTHby 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, attorney's 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 EIGHTH) 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 EIGHTH 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 EIGHTH or otherwise. 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 EIGHTH 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 EIGHTH 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 EIGHTH 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 EIGHTH 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 EIGHTH 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. Pursuant to most of Ford's employee benefit plans, including the Deferred Compensation Plan, 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 Restated 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 Restated Certificate of Incorporation. Item 8. Exhibits. Exhibit 4.A - Ford Motor Company Benefit Equalization Plan. Filed as Exhibit 4.1 to Registration Statement 333-02735 and incorporated herein by reference. Exhibit 4.B - Copy of Description of Amendments to Benefit Equalization Plan, adopted January 11, 1996 and January 26, 1996. Filed as Exhibit 10-H-1 to Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference. Exhibit 5.A - Opinion of Kathryn S. Lamping, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Opinion of J.Gordon Christy, 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 15 - Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24 to Registration Statement No. 333-86035 and incorporated herein by reference. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.B to Registration Statement No. 333-86127 and incorporated herein by reference. 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 23rd day of September,1999. FORD MOTOR COMPANY By: Jacques A. Nasser* ------------------- (Jacques A. Nasser) Chief Executive Officer and President 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, Chief Executive Officer Jacques A. Nasser* and President (principal executive officer) September 23, 1999 - ---------------------------- (Jacques A. Nasser) Director, Chairman of the Board September 23, 1999 of Directors, Chairman of the Finance Committee, Chairman of the Organization Review and Nominating Committee and Chairman of he Environmental and William Clay Ford, Jr.* Public Policy Committee - ---------------------------- (William Clay Ford, Jr.) Director and Chairman of the Compensation September 23, 1999 Michael D. Dingman* and Option Committee - ---------------------------- (Michael D. Dingman) Edsel B. Ford II* Director September 23, 1999 - ---------------------------- (Edsel B. Ford II) Signature Title Date - --------- ----- ---- William Clay Ford* Director September 23, 1999 - ---------------------------- (William Clay Ford) Director and Chairman of September 23, 1999 Irvine O. Hockaday, Jr* the Audit Committee - ----------------------------- (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director September 23, 1999 - ----------------------------- (Marie-Josee Kravis) Ellen R. Marram* Director September 23, 1999 - ----------------------------- (Ellen R. Marram) Homer A. Neal* Director September 23, 1999 - ----------------------------- (Homer A. Neal) Carl E. Reichardt* Director September 23, 1999 - ----------------------------- (Carl E. Reichardt) John L. Thornton* Director September 23, 1999 - ----------------------------- (John L. Thornton) Vice Chairman and September 23, 1999 Chief Financial Officer W. Wayne Booker* (principal financial officer) - ----------------------------- (W. Wayne Booker) Vice President and Controlle September 23, 1999 William A. Swift* (principal accounting officer) - ----------------------------- (William A. Swift) *By:/s/K. S. Lamping - ----------------------------- (K. S. Lamping, Attorney-in-Fact)
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) Exhibit 4.A - Ford Motor Company Benefit Equalization Plan. Filed as Exhibit 4.1 to Registration Statement 333-02735 and incorporated herein by reference. Exhibit 4.B - Copy of Description of Amendments to Benefit Equalization Plan, adopted January 11, 1996 and January 26, 1996. Filed as Exhibit 10-H-1 to Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference. Exhibit 5.A - Opinion of Kathryn S. Lamping, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Opinion of J. Gordon Christy, 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 15 - Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24 to Registration Statement No. 333-86035 and incorporated herein by reference. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.B to Registration Statement No.333-86127 and incorporated herein by reference.
EX-5.A 2 OPINION LETTER Exhibit 5.A September 23, 1999 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 the obligations of the Company under the savings plan portion of the Company's Benefit Equalization Plan (the "Plan") to pay in the future the value of the participants' Plan savings accounts based on the measurement investment options applicable to the accounts, in accordance with the terms of the Plan (the "Obligations"). 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 Obligations being registered under the Registration Statement, and all such Obligations issued 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. I hereby consent to the use of this opinion as Exhibit 5.A to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/Kathryn S. Lamping ------------------------ Kathryn S. Lamping Assistant Secretary and Counsel EX-5.B 3 OPINION LETTER Exhibit 5.B September 23, 1999 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 savings plan portion of the Benefit Equalization Plan (the "Plan"). As 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 in general the Plan is exempt from ERISA's requirements. However, to the extent a limited statement to the United States Department of Labor (the "DOL") is required to meet the reporting and disclosure requirements under ERISA regulations, that statement has been filed with the DOL. I hereby consent to the use of this opinion as Exhibit 5.B 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/J. Gordon Christy -------------------- J. Gordon Christy Counsel EX-15 4 PRICEWATERHOUSECOOPERS LLP Exhibit 15 September 23, 1999 Ford Motor Company The American Road Dearborn, MI 48121 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ford Motor Company and Securities and Exchange Commissioners: We are aware that our reports dated April 14, 1999 and July 13, 1999 on our reviews of interim financial information of Ford Motor Company (the "Company") as of and for the periods ended March 31, 1999 and June 30, 1999, respectively, and included in the Company's Quarterly Reports on Form 10-Q for the quarters then ended are incorporated by reference in its Registration Statement dated September 23, 1999. Yours very truly, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP 400 Renaissance Center Detroit, Michigan 48243 EX-23 5 PRICEWATERHOUSECOOPERS LLP EXHIBIT 23 September 23, 1999 Ford Motor Company The American Road Dearborn, MI 48121 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 1999 relating to the financial statements, which appears in Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated January 21, 1999 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP 400 Renaissance Center Detroit, Michigan 48243 -----END PRIVACY-ENHANCED MESSAGE-----