EX-99.A1III 6 dp12724_ex-a1iii.htm CONVERTIBLE DTC PARTICIPANTS LETTER
 

 
Exhibit (a)(1)(iii)
 
LETTER TO THE DEPOSITORY TRUST COMPANY PARTICIPANTS


FORD MOTOR COMPANY

Offer to Pay a Premium for Conversion of
Any and All of its Outstanding
4.25% Senior Convertible Notes due December 15, 2036
(CUSIP No. 345370CF5)
Into Shares of Ford Motor Company Common Stock
 
Pursuant to the Offering Circular dated March 4, 2009
 
The Exchange Offer will expire at 9:00 a.m., New York City time, on April 3, 2009 (the “Expiration Date”), unless extended or earlier terminated by Ford. In order to be eligible to receive the cash and shares of Common Stock offered upon tender of the Convertible Notes pursuant to the Exchange Offer, holders of Convertible Notes must tender and not withdraw their Convertible Notes before the Expiration Date (as it may be extended or earlier terminated).
 
Convertible Notes tendered in the Exchange Offer may be withdrawn at any time prior to the Expiration Date (as it may be extended or earlier terminated).
 
To The Depository Trust Company Participants:
 
We are enclosing herewith the documents listed below relating to the offer (the “Exchange Offer”) by Ford Motor Company, a Delaware corporation (“Ford” or the “Company”), to pay a premium to holders of any and all of its outstanding 4.25% Senior Convertible Notes due December 15, 2036 (the “Convertible Notes”) who elect to convert their Convertible Notes into shares of Ford’s common stock, $.01 par value per share (“Common Stock”), upon the terms and subject to the conditions set forth in the offering circular dated March 4, 2009 (the “Offering Circular”), and the accompanying letter of transmittal (the “Letter of Transmittal”).  Certain terms used but not defined herein have the meanings ascribed to them in the Offering Circular.
 
The consideration in this Exchange Offer for each $1,000 principal amount of Convertible Notes validly tendered and accepted for conversion is (a) 108.6957 shares of Common Stock; (b) a cash payment of $80.00; and (c) accrued and unpaid interest to, but excluding, the settlement date, which is expected to be approximately $13.34 payable in cash.
 
Only Convertible Notes validly tendered and not properly withdrawn prior to 9:00 a.m., New York City time, on the Expiration Date will be accepted for exchange.
 
Ford is requesting that you contact your clients for whom you hold Convertible Notes through your account with The Depository Trust Company (“DTC”) regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Convertible Notes through your DTC account, enclosed herewith are copies of the following documents:
 
1.      Offering Circular;
 
2.      Letter of Transmittal (together with accompanying Substitute Form W-9 and related Guidelines); and
 
 

 
 
3.      Letter that may be sent to your clients for whose accounts you hold Convertible Notes through your DTC account, which contains a form that may be sent from your clients to you with such clients’ instruction with regard to the Exchange Offer.
 
We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date, unless extended or earlier terminated. The Exchange Offer is subject to certain conditions. Please see the section of the Offering Circular entitled “Terms of the Exchange Offer—Conditions of the Exchange Offer.”
 
To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or agent’s message through the automated tender offer program (“ATOP”) of DTC in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, and the book-entry transfer procedures should be complied with, all in accordance with the instructions set forth in the Letter of Transmittal and the Offering Circular.
 
Ford will not pay any fee, commission or expense to any broker or dealer or to any other persons (other than to the Exchange Agent and the Information Agent) in connection with the solicitation of tenders of the Convertible Notes pursuant to the Exchange Offer. Ford will not pay or cause to be paid any transfer taxes payable on the transfer of the Convertible Notes to Ford, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.
 
Additional copies of the enclosed materials may be obtained from the Information Agent by calling Georgeson Inc. at (800) 457-0759.
 
Very truly yours,

FORD MOTOR COMPANY
 

 
 
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF FORD, THE EXCHANGE AGENT OR THE INFORMATION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFERING CIRCULAR OR THE ACCOMPANYING LETTER OF TRANSMITTAL.