-----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, VF6mLC1xZjLUOcL4VUjnoqyxSM9JQcXpK6Uf7BBTrhMTyG4wEQ8pi+BzTZe4mYg0 AxeXEnOFd8lXKJ7fjRR34A== 0000950124-98-000332.txt : 19980123 0000950124-98-000332.hdr.sgml : 19980123 ACCESSION NUMBER: 0000950124-98-000332 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19980122 SROS: NYSE SROS: PSE SUBJECT COMPANY: 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: SC 13E4 SEC ACT: SEC FILE NUMBER: 005-16518 FILM NUMBER: 98510871 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 FILED BY: 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: SC 13E4 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 SC 13E4 1 SCHEDULE 13E4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) FORD MOTOR COMPANY (Name of the Issuer and Person Filing Statement) ------------------ DEPOSITARY SHARES, EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK (Title of Class of Securities) 345370 40 7 (CUSIP Number of Class of Securities) J. M. RINTAMAKI SECRETARY FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 (313) 322-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) ------------------ Please Address a Copy of All Communications to: ARBIE R. THALACKER SHEARMAN & STERLING 599 LEXINGTON AVE. NEW YORK, NEW YORK 10022 ------------------ JANUARY 22, 1998 (Date Tender Offer First Published, Sent or Given to Security Holders) ------------------ CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION: $638,250,938.20* AMOUNT OF FILING FEE: $127,650.19** - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration Nos.: N/A Filing Party: N/A Date Filed: N/A - ------------------------- * Assumes purchase of 20,326,463 shares at $31.40 per share. ** Calculated based on the transaction value multiplied by one-fiftieth of one percent. - -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is Ford Motor Company, a Delaware corporation (the "Company"). The address of its principal executive office is The American Road, Dearborn, Michigan 48121. (b) The exact title of the class of securities being sought is Depositary Shares, each representing 1/2,000 of a share of Series B Cumulative Preferred Stock of the Company. Reference is made to the front cover page, "Summary", "Introduction", Section 4. "Expiration Date; Extension of the Offer", Section 8. "Certain Conditions of the Offer" and Section 12. "Transactions and Arrangements Concerning the Depositary Shares" of the Offer to Purchase, a copy of which is attached hereto as Exhibit 99.A (the "Offer to Purchase"), which are incorporated herein by reference. (c) Reference is made to "Introduction" and Section 9. "Price Range of the Depositary Shares; Dividends" in the Offer to Purchase, which are incorporated herein by reference. (d) This statement is being filed by the issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) and (b) Reference is made to Section 11. "Source and Amount of Funds" in the Offer to Purchase, which is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) Reference is made to Section 1. "Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer" in the Offer to Purchase, which is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Reference is made to Section 12. "Transactions and Arrangements Concerning the Depositary Shares" in the Offer to Purchase, which is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Reference is made to Section 12. "Transactions and Arrangements Concerning the Depositary Shares" in the Offer to Purchase, which is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Reference is made to Section 14. "Fees and Expenses" in the Offer to Purchase, which is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a) Reference is made to Section 10. "Certain Information Concerning the Company" in the Offer to Purchase, which is incorporated herein by reference. (b) Inapplicable. ITEM 8. ADDITIONAL INFORMATION. (a) None. (b) Reference is made to Section 3. "Certain Legal Matters; Regulatory and Foreign Approvals; No Appraisal Rights" in the Offer to Purchase, which is incorporated herein by reference. (c) Reference is made to Section 1. "Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer" in the Offer to Purchase, which is incorporated herein by reference. (d) None. 2 3 (e) Reference is made to the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits 99.A and 99.D, respectively, which are incorporated in their entirety herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a) Offer to Purchase dated January 22, 1998 (Exhibit 99.A); Press Release issued by the Company on January 22, 1998 (Exhibit 99.B); Form of Newspaper Announcement (Exhibit 99.C); Form of Letter of Transmittal (Exhibit 99.D); Form of Letter to Clients (Exhibit 99.E); Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit 99.F); Form of Notice of Guaranteed Delivery (Exhibit 99.G); Form of Letter to Shareholders (Exhibit 99.H); Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (Exhibit 99.I); and Summary Instructions for Participation in Tender Offer (Exhibit 99.J). (b) None. (c) None. (d) None. (e) Inapplicable. (f) Form of Dealer Manager Internal Marketing Memorandum (Exhibit 99.K). 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 22, 1998 FORD MOTOR COMPANY By: /s/ J. M. RINTAMAKI ------------------------------------- Name: J. M. Rintamaki Title: Secretary 4 5 INDEX TO EXHIBITS
PAGE IN SEQUENTIALLY EXHIBIT DESCRIPTION NUMBERED COPY - ------- ----------- ------------- 99.A Offer to Purchase dated January 22, 1998.................... 99.B Press Release issued by the Company on January 22, 1998..... 99.C Form of Newspaper Announcement.............................. 99.D Form of Letter of Transmittal............................... 99.E Form of Letter to Clients................................... 99.F Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees................................ 99.G Form of Notice of Guaranteed Delivery....................... 99.H Form of Letter to Shareholders.............................. 99.I Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9............................... 99.J Summary Instructions for Participation in Tender Offer...... 99.K Form of Dealer Manager Internal Marketing Memorandum........
EX-99.A 2 OFFER TO PURCHASE 1 OFFER TO PURCHASE [FORD LOGO] FORD MOTOR COMPANY OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7), EACH REPRESENTING 1/2,000 OF A SHARE OF ITS SERIES B CUMULATIVE PREFERRED STOCK, AT $31.40 PER DEPOSITARY SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. Ford Motor Company, a Delaware corporation (the "Company"), is offering to purchase any and all outstanding Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock"), liquidation preference equal to $25 per Depositary Share, at $31.40 per Depositary Share, net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). ---------------------- The offer is not conditioned upon any minimum number of Depositary Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 8. "Certain Conditions of the Offer." ---------------------- The Depositary Shares are listed and traded on the New York Stock Exchange (the "NYSE"). On January 21, 1998, the last trading day before the Company announced the Offer, the closing sales price of the Depositary Shares as reported on the NYSE Composite Tape was $29.6875 per Depositary Share. Shareholders are urged to obtain a current market quotation for the Depositary Shares. ---------------------- The Company will pay to a Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share, of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the Soliciting Dealer (which may be the Dealer Manager)). See Section 14. "Fees and Expenses." ---------------------- The regular quarterly cash dividend of $0.515625 per Depositary Share for the first quarter of 1998, payable on March 2, 1998 to holders of record at the close of business on January 30, 1998, will be paid on Depositary Shares tendered and purchased by the Company, but no dividends will be paid in respect of such shares for any dividend period commencing on or after March 1, 1998. See Section 9. "Price Range of the Depositary Shares; Dividends." ---------------------- THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. ---------------------- THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. ---------------------- The Dealer Manager for the Offer is: MERRILL LYNCH & CO. The date of this Offer to Purchase is January 22, 1998. 2 IMPORTANT Any shareholder desiring to tender all or any portion of such shareholder's Depositary Shares should either (1) complete the Letter of Transmittal or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to First Chicago Trust Company of New York (the "Depositary"), and either mail or deliver the depositary receipts for such Depositary Shares to the Depositary along with the Letter of Transmittal or follow the procedure for book-entry transfer set forth in Section 5, or (2) request such shareholder's broker, dealer, commercial bank, trust company or nominee to effect the transaction for such shareholder. Shareholders having Depositary Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Depositary Shares. Shareholders who wish to tender Depositary Shares and whose depositary receipts for such Depositary Shares are not immediately available should tender such Depositary Shares by following the procedures for guaranteed delivery set forth in Section 5. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to Georgeson & Company Inc. (the "Information Agent") and Merrill Lynch & Co. (the "Dealer Manager") at the addresses and telephone numbers set forth on the back cover of this Offer to Purchase. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING DEPOSITARY SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. 3 TABLE OF CONTENTS
PAGE ---- SUMMARY.................................................................... ii INTRODUCTION............................................................... 1 SPECIAL FACTORS............................................................ 1 Section 1. Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer............................... 1 Section 2. Certain Federal Income Tax Consequences..................... 3 Section 3. Certain Legal Matters; Regulatory and Foreign Approvals; No Appraisal Rights.......................................... 4 THE OFFER.................................................................. 4 Section 4. Expiration Date; Extension of the Offer..................... 4 Section 5. Procedure For Tendering Depositary Shares................... 5 Proper Tender of Depositary Shares.......................... 5 Signature Guarantees and Method of Delivery................. 5 Federal Backup Withholding.................................. 5 Book-Entry Delivery......................................... 6 Guaranteed Delivery......................................... 6 Determinations of Validity; Rejection of Depositary Shares; Waiver of Defects; No Obligation to Give Notice of Defects................................................... 6 Section 6. Withdrawal Rights........................................... 6 Section 7. Acceptance for Payment of Depositary Shares and Payment of Purchase Price............................................ 7 Section 8. Certain Conditions of the Offer............................. 8 Section 9. Price Range of the Depositary Shares; Dividends............. 9 Section 10. Certain Information Concerning the Company.................. 10 Section 11. Source and Amount of Funds.................................. 12 Section 12. Transactions and Arrangements Concerning the Depositary Shares.................................................... 12 Section 13. Extension of the Tender Period; Termination; Amendments..... 13 Section 14. Fees and Expenses........................................... 13 Section 15. Miscellaneous............................................... 15
i 4 SUMMARY This general summary is provided solely for the convenience of holders of Depositary Shares and is qualified in its entirety by reference to the full text and more specific details contained in this Offer to Purchase and the related Letter of Transmittal and any amendments hereto and thereto. The Company..................... Ford Motor Company The Depositary Shares........... Depositary Shares, each representing 1/2,000 of a share of Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, of the Company. Number of Depositary Shares Sought.......................... 20,326,463 (all of the Depositary Shares outstanding). Purchase Price.................. $31.40 per Depositary Share, net to the seller in cash. See Section 9. "Price Range of the Depositary Shares; Dividends." Expiration Date of Offer........ February 26, 1998, at 5:00 p.m., New York City time, unless extended. How to Tender Depositary Shares.......................... See Section 5. "Procedure for Tendering Depositary Shares." For further information, call the Information Agent or the Dealer Manager or consult your broker for assistance. Withdrawal Rights............... Tendered Depositary Shares may be withdrawn at any time until the Expiration Date of the Offer and, if not yet accepted for payment, may be withdrawn after 5:00 p.m., New York City time, on March 20, 1998. See Section 6. "Withdrawal Rights." Purpose of the Offer............ The Company is making the Offer because it believes that, given its current financial condition (including its substantial current cash and cash equivalents position) and the current market price of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offer is economically attractive to the Company. See Section 1. "Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer." Market Price of Depositary Shares.......................... On January 21, 1998, the closing price per Depositary Share as reported on the NYSE Composite Tape was $29.6875. Shareholders are urged to obtain a current market quotation for the Depositary Shares. See Section 9. "Price Range of the Depositary Shares; Dividends." Dividends....................... The regular quarterly cash dividend of $0.515625 per Depositary Share for the first quarter of 1998, payable on March 2, 1998 to holders of record at the close of business on January 30, 1998, will be paid on Depositary Shares tendered and purchased by the Company, but no dividends will be paid in respect of such shares for any dividend period commencing on or after March 1, 1998. See Section 9. "Price Range of the Depositary Shares; Dividends." ii 5 Brokerage Commissions........... Not payable by shareholders. Solicitation Fee................ The Company will pay to each designated Soliciting Dealer (as defined herein) a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment, and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the designated Soliciting Dealer (which may be the Dealer Manager)). A Soliciting Dealer will not be entitled to a solicitation fee in respect of Depositary Shares beneficially owned by it, as well as in certain other circumstances. See Section 14. "Fees and Expenses." Stock Transfer Tax.............. The Company will pay any applicable stock transfer taxes, except as provided in Instruction 6 of the Letter of Transmittal. Payment Date.................... As soon as practicable after the Expiration Date of the Offer. Further Information............. Additional copies of this Offer to Purchase and the Letter of Transmittal may be obtained by contacting Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005 Tel: (800) 223-2064 (toll free); Banks and Brokers may call collect (212) 440-9800. Questions about the Offer should be directed to Merrill Lynch & Co. at (888) 654-8637. iii 6 To the Holders of Depositary Shares of Ford Motor Company: INTRODUCTION Ford Motor Company, a Delaware corporation (the "Company"), is offering to purchase any and all outstanding Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of Series B Cumulative Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock"), liquidation preference equal to $25 per Depositary Share, of the Company, at $31.40 per Depositary Share (the "Purchase Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. The Offer is not conditioned upon any minimum number of Depositary Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 8. "Certain Conditions of the Offer." The Depositary Shares are listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "F.PRB". On January 21, 1998, the last trading day before the Company announced the Offer, the closing sales price of the Depositary Shares as reported on the NYSE Composite Tape was $29.6875 per Depositary Share. See Section 9. "Price Range of the Depositary Shares; Dividends." Shareholders are urged to obtain a current market quotation for the Depositary Shares. The Offer does not constitute a notice of redemption of the Series B Preferred Stock representing the Depositary Shares pursuant to the Company's Restated Certificate of Incorporation, nor does the Company intend to effect such a redemption by making the Offer. Shareholders are not under any obligation to accept the Offer or to remit the Depositary Shares to the Company pursuant to the Offer. In accordance with the Restated Certificate of Incorporation and the Deposit Agreement which established the rights of the holders of Depositary Shares, the shares of Series B Preferred Stock (and the corresponding Depositary Shares) are not redeemable prior to December 1, 2002. On and after December 1, 2002 and upon satisfaction of certain conditions, the Company, at its option, may redeem shares of the Series B Preferred Stock, as a whole or in part, for cash at a redemption price per share of Series B Preferred Stock of $50,000 (equal to $25 per Depositary Share), plus an amount equal to accrued and unpaid dividends, if any, to the redemption date. The Series B Preferred Stock does not have preemptive or conversion rights and is not entitled to any sinking fund or similar fund. Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the Letter of Transmittal, stock transfer taxes on the purchase of Depositary Shares by the Company. The Company will pay all charges and expenses of the Depositary, Information Agent and Dealer Manager incurred in connection with the Offer. SPECIAL FACTORS SECTION 1. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY AFTER THE OFFER PURPOSE OF THE OFFER. The Company is making the Offer because it believes that, given its current financial condition (including its substantial current cash and cash equivalents position) and the current market price of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offer is economically attractive to the Company. The Offer will enable the Company to reduce its dividend requirements and annual administrative expenses in connection with servicing the accounts of holders of the Depositary Shares. The Company's automotive cash, cash equivalents and marketable securities position was $19.3 billion at September 30, 1997. Cash will be reduced by approximately $650 million as a result of the 7 consummation of the Offer if all 20,326,463 Depositary Shares are tendered. The Board of Directors of the Company has authorized the Offer. CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY AFTER THE OFFER. Following the consummation of the Offer, the business and operations of the Company will be continued by the Company substantially as they are currently being conducted. Except as disclosed in this Offer to Purchase, the Company has no present plans or proposals that would result in (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company other than in the ordinary course of business, (ii) an extraordinary corporate transaction, such as a merger, reorganization, liquidation or sale or transfer of a material amount of assets, involving the Company or any of its subsidiaries, (iii) any change in the present Board of Directors of the Company or management of the Company, including, but not limited to, a plan or proposal to change the number or term of the directors, to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer, except in each case in connection with the Company's 1998 Annual Meeting of shareholders to be held in May 1998, (iv) any material change in the present dividend rate or policy or indebtedness or capitalization of the Company, (v) any other material change in the Company's corporate structure or business or (vi) any changes in the Company's charter, bylaws or instruments corresponding thereto or any other actions which may impede the acquisition or control of the Company by any person. Following the expiration of the Offer, the Company may, in its sole discretion, determine to purchase any remaining Depositary Shares through privately negotiated transactions, open market purchases or another tender offer or otherwise, on such terms and at such prices as the Company may determine from time to time, the terms of which purchases or offers could differ from those of the Offer, except that the Company will not make any such purchases of Depositary Shares until the expiration of ten business days after the termination of the Offer. Any possible future purchases of Depositary Shares by the Company will depend on many factors, including the market price of the Depositary Shares, the Company's business and financial position, alternative investment opportunities available to the Company, the results of the Offer and general economic and market conditions. On October 8, 1997, the Company announced its plan to "spin off" or distribute its 80.7% interest in Associates First Capital Corporation ("The Associates") to the Company's Common and Class B stockholders. The spin-off is subject to the receipt of a ruling from the U.S. Internal Revenue Service that the transaction will be free of U.S. federal income tax to the Company and its stockholders. The ruling process is expected to be completed in the first quarter of 1998. Upon receipt of a favorable ruling, the Company plans to distribute its 279.5 million shares of The Associates to the Company's stockholders in proportion to their ownership of Common and Class B stock. The credit ratings of the Series B Preferred Stock by Moody's Investors Service ("Moody's") and Standard & Poor's Rating Group ("S&P") are "a2" and "A-", respectively. On January 5, 1998, Moody's confirmed such credit rating and changed its outlook for the Company from "stable" to "negative". There can be no assurance that the ratings of the Company's preferred stock will not be lowered by one or both of these or other rating agencies during or following the Offer. The purchase of Depositary Shares pursuant to the Offer will reduce the number of holders of Depositary Shares and the number of Depositary Shares that might otherwise trade publicly, and, depending upon the number of Depositary Shares so purchased, could adversely affect the liquidity and market value of the remaining Depositary Shares held by the public. Depending upon the number of Depositary Shares purchased pursuant to the Offer, the Depositary Shares may no longer meet the requirements of the NYSE for continued listing. As of January 21, 1998, there were 20,326,463 issued and outstanding Depositary Shares. According to the NYSE's published guidelines, the NYSE would consider delisting the Depositary Shares if, among other things, the number of publicly held Depositary Shares should fall below 100,000 or the aggregate market value of publicly held Depositary Shares should fall below $2,000,000. If, as a result of the purchase of Depositary Shares pursuant to the Offer or otherwise, the Depositary Shares no longer meet the requirements of the NYSE for continued listing and the 2 8 listing of the Depositary Shares is discontinued, the market for the Depositary Shares could be adversely affected. In the event of the delisting of the Depositary Shares by the NYSE, it is possible that the Depositary Shares would continue to trade on another securities exchange or in the over-the-counter market and that price quotations would be reported by such exchange, by the NASD through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or by other sources. The extent of the public market for the Depositary Shares and the availability of such quotations would, however, depend upon such factors as the number of shareholders remaining at such time, the interest in maintaining a market in the Depositary Shares on the part of securities firms, the possible termination of registration under the Securities Exchange Act of 1934 (the "Exchange Act") as described below, and other factors. The Depositary Shares are presently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. If the Depositary Shares remain listed on the NYSE, they will continue to be "margin securities." If the Depositary Shares were delisted, depending upon factors similar to those described above, they might no longer constitute "margin securities" for purposes of the margin regulations of the Board of Governors of the Federal Reserve System, and, therefore, could no longer be used as collateral for loans made by brokers. The Depositary Shares are currently registered under the Exchange Act. Registration of the Depositary Shares under the Exchange Act may be terminated upon application of the Company to the Securities and Exchange Commission (the "Commission") if the Depositary Shares are neither held by 300 or more holders of record nor listed on a national securities exchange. Termination of registration of the Depositary Shares under the Exchange Act would make certain provisions of the Exchange Act, such as the requirements of Rule 13e-3 thereunder with respect to "going private" transactions, no longer applicable in respect of the Depositary Shares. If registration of the Depositary Shares under the Exchange Act were terminated, the Depositary Shares would no longer be "margin securities" or be eligible for NASDAQ reporting. All Depositary Shares purchased by the Company pursuant to the Offer will be exchanged by the Company for the related Series B Preferred Stock which will in turn be retired, cancelled and thereafter returned to the status of authorized but unissued shares of the Company's preferred stock. Any share of Series B Preferred Stock (and the corresponding Depositary Shares) remaining outstanding after the Offer will continue to be redeemable at the option of the Company on and after December 1, 2002, as described above under "Introduction". Upon liquidation or dissolution of the Company, holders of the Series B Preferred Stock are entitled to receive a liquidation preference of $50,000 per share of Series B Preferred Stock (equal to $25 per Depositary Share), plus an amount equal to accrued and unpaid dividends thereon to the date of payment, prior to the payment of any amounts to the holders of the Company's Common and Class B Stock. THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. SECTION 2. CERTAIN FEDERAL INCOME TAX CONSEQUENCES Sales of Depositary Shares by shareholders pursuant to the Offer will be taxable transactions. In the case of a shareholder who actually or constructively owns solely Depositary Shares, or not more than one percent of such stock and not more than one percent of any other class of stock of the Company, gain or loss will be recognized in an amount equal to the difference between the amount of cash received by the shareholder pursuant to the Offer and the shareholder's tax basis in the Depositary Shares sold pursuant to the Offer, and will be capital gain or loss if the Depositary Shares are held as capital assets. The net amount of such capital gain recognized by an individual shareholder generally will be subject to tax at a maximum rate of (i) 28%, provided that the Depository Share is held for more than one year but not more than 18 months, and (ii) 20%, 3 9 provided that the Depository Share is held for more than 18 months. Generally, lower maximum rates apply to shareholders in lower tax brackets. Holders of Depositary Shares who actually or constructively own more than one percent of any other class of stock of the Company are advised to consult their tax advisors as to the income tax consequences of selling Depositary Shares pursuant to the Offer. SECTION 3. CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS; NO APPRAISAL RIGHTS The Company is not aware of any license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Depositary Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Company's acquisition or ownership of Depositary Shares pursuant to the Offer. Should any such approval or other action be required, the Company currently contemplates that it will seek such approval or other action. The Company cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Depositary Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company intends to make all required filings under the Exchange Act. The Company's obligation under the Offer to accept for payment, or make payment for, Depositary Shares is subject to certain conditions. See Section 8. "Certain Conditions of the Offer." There is no shareholder vote required in connection with the Offer. No appraisal rights are available to holders of Depositary Shares in connection with the Offer. THE OFFER SECTION 4. EXPIRATION DATE; EXTENSION OF THE OFFER Upon the terms and subject to the conditions of the Offer, the Company will accept for payment (and thereby purchase) any and all Depositary Shares as are properly tendered on or before the Expiration Date (and not withdrawn in accordance with Section 6) at the Purchase Price. The term "Expiration Date" means 5:00 p.m., New York City time, on Thursday, February 26, 1998, unless and until the Company shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. See Section 13. "Extension of the Tender Period; Termination; Amendments" for a description of the Company's right to extend the time during which the Offer is open and to delay, terminate or amend the Offer. See also Section 8. "Certain Conditions of the Offer." The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. See Section 13. "Extension of the Tender Period; Termination; Amendments." There can be no assurance, however, that the Company will exercise its right to extend the Offer. If (a) the Company (i) increases or decreases the price to be paid for Depositary Shares or (ii) decreases the number of Depositary Shares being sought and (b) the Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 13, the Offer will be extended until the expiration of such ten business day period. For purposes of the Offer, "business day" means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Standard Time. 4 10 All Depositary Shares purchased pursuant to the Offer will be purchased at the Purchase Price, net to the seller in cash. All Depositary Shares not purchased pursuant to the Offer, including Depositary Shares tendered and withdrawn, will be returned to the tendering shareholders at the Company's expense as promptly as practicable. SECTION 5. PROCEDURE FOR TENDERING DEPOSITARY SHARES PROPER TENDER OF DEPOSITARY SHARES. For Depositary Shares to be properly tendered pursuant to the Offer: (a) the depositary receipts for such Depositary Shares (or confirmation of receipt of such Depositary Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) with any required signature guarantees (or in the case of book-entry transfer, an Agent's Message (as defined below)), and any other documents required by the Letter of Transmittal, must be received before the Expiration Date by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; or (b) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. The term "Agent's Message" means a message, transmitted by The Depository Trust Company ("DTC") to, and received by, the Depositary and forming a part of the confirmation of book-entry transfer, which states that DTC has received an express acknowledgement from the participant in DTC tendering the Depositary Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. A tender of Depositary Shares made pursuant to any method of delivery set forth herein will constitute a binding agreement between the tendering shareholder and the Company upon the terms and subject to the conditions of the Offer. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. Except as otherwise provided below, all signatures on the Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). Signatures on the Letter of Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by the registered holder of the Depositary Shares tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) the Depositary Shares tendered therewith are tendered for the account of an Eligible Institution. If Depositary Shares are registered in the name of a person other than the signatory on the Letter of Transmittal, or if unpurchased Depositary Shares are to be issued to a person other than the registered holder(s), the depositary receipts representing tendered Depositary Shares must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the depositary receipts with the signature(s) on the depositary receipts or stock powers guaranteed as aforesaid. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING DEPOSITARY RECEIPTS, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. In all cases, sufficient time should be allowed to ensure timely delivery. FEDERAL BACKUP WITHHOLDING. Unless an exemption applies under the applicable law and regulations concerning "backup withholding" of Federal income tax, the Depositary will be required to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a shareholder or other payee pursuant to the Offer unless the shareholder or other payee provides such person's tax identification number (social security number or employer identification number) and certifies that such number is correct. Each tendering shareholder, other than a noncorporate foreign shareholder, should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal, so as to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is proved in a manner satisfactory to the Company and the Depositary. Noncorporate foreign shareholders should generally 5 11 complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the proper information is submitted to the Internal Revenue Service. BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to the Depositary Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC's system may make book-entry delivery of the Depositary Shares by causing DTC to transfer such Depositary Shares into the Depositary's account in accordance with DTC's procedure for such transfer. Prior to the applicable Expiration Date, an Agent's Message in connection with any book-entry transfer must be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase or the guaranteed delivery procedure set forth below must be followed. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. GUARANTEED DELIVERY. If a shareholder desires to tender Depositary Shares pursuant to the Offer and such shareholder's depositary receipts are not immediately available (or the procedures for book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary before the Expiration Date, such Depositary Shares may nevertheless be tendered provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives (by hand, mail, overnight courier or facsimile transmission), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Company has provided with this Offer to Purchase; and (c) the depositary receipts for all tendered Depositary Shares in proper form for transfer (or confirmation of book-entry transfer of such Depositary Shares into the Depositary's account at DTC), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees (or in the case of book-entry transfer, an Agent's Message) and any other documents required by the Letter of Transmittal, are received by the Depositary on or prior to the third NYSE trading day after the Expiration Date. A NYSE trading day is any day on which the NYSE is open for business. DETERMINATIONS OF VALIDITY; REJECTION OF DEPOSITARY SHARES; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Depositary Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance for payment of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Depositary Shares. No tender of Depositary Shares will be deemed to be properly made until all defects or irregularities have been cured or waived. None of the Company, the Depositary, the Information Agent, the Dealer Manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice. SECTION 6. WITHDRAWAL RIGHTS Except as otherwise provided in this Section 6, a tender of Depositary Shares pursuant to the Offer is irrevocable. Depositary Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date and, unless theretofore accepted for payment by the Company, may also be withdrawn after 5:00 p.m., New York City time, on March 20, 1998. 6 12 For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back cover of this Offer to Purchase) a written or facsimile transmission notice of withdrawal. Such notice of withdrawal must specify the name of the person having tendered the Depositary Shares to be withdrawn, the number of Depositary Shares to be withdrawn and the name of the registered owner, if different from that of the person who tendered such Depositary Shares. If the depositary receipts have been delivered or otherwise identified to the Depositary, then, prior to the release of such depositary receipts, the tendering shareholder must also submit the serial numbers shown on the particular depositary receipts evidencing the Depositary Shares, and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Depositary Shares tendered by an Eligible Institution). If Depositary Shares have been delivered pursuant to the procedure for book-entry transfer set forth in Section 5. "Procedure for Tendering Depositary Shares," the notice of withdrawal must specify the name and the number of the account at DTC to be credited with the withdrawn Depositary Shares and otherwise comply with the procedures of DTC. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. None of the Company, the Depositary, the Information Agent, the Dealer Manager or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. A withdrawal of a tender of Depositary Shares may not be rescinded, and Depositary Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn Depositary Shares may, however, be retendered before the Expiration Date by again following any of the procedures described in Section 5. "Procedure for Tendering Depositary Shares." SECTION 7. ACCEPTANCE FOR PAYMENT OF DEPOSITARY SHARES AND PAYMENT OF PURCHASE PRICE Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, the Company will purchase and pay the Purchase Price for any and all Depositary Shares (subject to certain matters discussed in Section 4. "Expiration Date; Extension of the Offer" and Section 13. "Extension of the Tender Period; Termination; Amendments") as are properly tendered and not withdrawn as permitted in Section 6. "Withdrawal Rights." For purposes of the Offer, the Company will be deemed to have accepted for payment (and thereby purchased) Depositary Shares which are tendered and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such Depositary Shares for payment pursuant to the Offer. Payment for Depositary Shares purchased pursuant to the Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Company and transmitting payment to the tendering shareholders. Notwithstanding any other provision hereof, payment for Depositary Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of depositary receipts for such Depositary Shares (or a timely confirmation by DTC of book-entry transfer of such Depositary Shares to the Depositary), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or, in the case of book-entry transfer, an Agent's Message) and any other required documents. Under no circumstances will interest be paid on the Purchase Price of the Depositary Shares to be paid by the Company, regardless of any delay in making such payment. The Company will pay any stock transfer taxes with respect to the transfer and sale of Depositary Shares to it pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or if depositary receipts for Depositary Shares not tendered or accepted for purchase are to be registered in the name of, any person other than the registered holder, or if tendered depositary receipts are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. See Instruction 6 of the Letter of Transmittal. 7 13 ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 5. "PROCEDURE FOR TENDERING DEPOSITARY SHARES." SECTION 8. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Company's right to extend or amend the Offer at any time in its sole discretion, the Company shall not be required to accept for payment or make payment for any Depositary Shares tendered, and may terminate or amend the Offer, if before acceptance for payment or payment for any such Depositary Shares any of the following shall have occurred (or shall have been determined by the Company to have occurred): (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, before any court or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which (i) challenges the making of the Offer, the acquisition of Depositary Shares pursuant to the Offer or otherwise relates in any manner to the Offer; or (ii) in the sole judgment of the Company, could materially adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any court or any government or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which, in the Company's sole judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, Depositary Shares illegal or otherwise restrict or prohibit consummation of the Offer; (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment, or pay for, Depositary Shares; (iii) materially impair the contemplated benefits of the Offer to the Company; or (iv) materially adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries; (c) there shall have occurred after January 22, 1998, (i) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market (excluding any coordinated trading halt triggered solely as a result of a specified decrease in a market index), (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States, (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of the Company, might affect, the extension of credit by banks or other lending institutions in the United States, (v) any significant decline in the market price of the Depositary Shares, (vi) any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the sole judgment of the Company, have a material adverse effect on the Company's business, operations, prospects or the trading in the Depositary Shares, (vii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof or (viii) any decline in either the Dow Jones Industrial Average (7794.40 at the close of business on January 21, 1998) or the Standard and Poor's Index of 500 Industrial Companies (970.78 at the close of business on January 21, 1998) by an amount in excess of 15% measured from the close of business on January 21, 1998; 8 14 (d) after January 22, 1998, any tender or exchange offer with respect to the Depositary Shares or any other class of the Company's equity securities, or any merger, acquisition, business combination or other similar transaction with or involving the Company or any subsidiary, shall have been proposed, announced or made by another person; (e) after January 22, 1998, any change shall occur or be threatened in the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries taken as a whole (including, without limitation, any downgrade in the credit ratings of any securities of the Company or any of its subsidiaries by Moody's or S&P or any announcement by Moody's or S&P that it has placed any such rating under surveillance or review with possible negative implications), which, in the sole judgment of the Company, is or may be materially adverse to the Company; or (f)(i) any person, entity or "group" (as that term is used in Section 13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the Company's outstanding common stock, (ii) any group shall have been formed which beneficially owns more than 5% of the Company's outstanding common stock or (iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, or made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of their respective assets or securities; and, in the sole judgment of the Company, in any such case and regardless of the circumstances (including any action or inaction by the Company) giving rise to such condition, such event makes it undesirable or inadvisable to proceed with the Offer or with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition, and any such condition may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above and any related judgment by the Company regarding the undesirability or inadvisability of proceeding with the acceptance for payment or payment for any tendered Depositary Shares will be final and binding on all parties. SECTION 9. PRICE RANGE OF THE DEPOSITARY SHARES; DIVIDENDS PRICE RANGE OF DEPOSITARY SHARES. The Depositary Shares are listed and traded on the NYSE. The following table sets forth, for each period shown, the high and low sales prices of the Depositary Shares as 9 15 reported on the NYSE Composite Tape and the dividends paid per Depositary Share. The Depositary Shares were first traded on or about October 26, 1992.
DEPOSITARY SHARE PRICE RANGE DIVIDENDS PAID ----------------------------- PER DEPOSITARY HIGH LOW SHARE* ---------- ---------- -------------- 1996 1st Quarter............................. $28 1/4 $26 3/4 $0.515625 2nd Quarter............................. 27 31/64 26 1/4 $0.515625 3rd Quarter............................. 27 3/8 26 3/8 $0.515625 4th Quarter............................. 28 1/4 26 7/8 $0.515625 1997 1st Quarter............................. 28 3/8 27 1/4 $0.515625 2nd Quarter............................. 28 3/8 26 51/64 $0.515625 3rd Quarter............................. 29 1/4 28 1/4 $0.515625 4th Quarter............................. 29 7/16 28 11/32 $0.515625 1998 1st Quarter (through January 21, 1998)**............................... 29 11/16 29 1/8
- ------------ * Quarterly accrued dividends are paid on the first business day of March, June, September and December of each year. ** The Company will pay the regular quarterly cash dividend of $0.515625 for the first quarter of 1998 on March 2, 1998 to holders of record at the close of business on January 30, 1998. On January 21, 1998, the last trading day before the Company announced the Offer, the closing sales price of the Depositary Shares as reported on the NYSE Composite Tape was $29.6875 per Depositary Share. Shareholders are urged to obtain a current market quotation for the Depositary Shares. DIVIDENDS. Holders of shares of the Series B Preferred Stock are entitled to receive dividends at a fixed annual rate of $4,125 per share of Series B Preferred Stock (equal to $2.0625 per Depositary Share). Such dividends are cumulative and are payable quarterly in arrears, when, as and if declared by the Board of Directors of the Company out of funds legally available therefor, on the first business day of March, June, September and December of each year. Each such dividend is payable to holders of record as they appear in the stock records of the Company at the close of business on the record date, which shall be not more than 60 days preceding the payment date therefor, as shall be fixed by the Board of Directors. There are no contractual or legal restrictions on the Company's present or future ability to pay such dividends, including under its Restated Certificate of Incorporation, except those restrictions imposed by Delaware law. On January 8, 1998, the Board of Directors of the Company declared the regular quarterly cash dividend on the Series B Preferred Stock of $1,031.25 per share (equal to $0.515625 per Depositary Share) for the first quarter of 1998, payable on March 2, 1998 to holders of record at the close of business on January 30, 1998. This dividend will be paid on Depositary Shares tendered and purchased by the Company, but no dividends will be paid in respect of such shares for any dividend period commencing on or after March 1, 1998. SECTION 10. CERTAIN INFORMATION CONCERNING THE COMPANY GENERAL. The Company was incorporated in Delaware in 1919 and acquired the business of a Michigan company, also known as Ford Motor Company, incorporated in 1903 to produce automobiles designed and engineered by Henry Ford. The Company is the world's largest producer of trucks and the second largest producer of cars and trucks combined. The Company also is one of the largest providers of financial services worldwide. The Company's two principal business segments are Automotive and Financial Services. The activities of the Automotive segment consist of the design, manufacture, assembly and sale of cars and trucks and related parts and accessories. Substantially all of the Company's automotive products are marketed through retail dealerships, most of which are privately owned and financed. 10 16 The primary activities of the Financial Services segment consist of financing operations, vehicle and equipment leasing and rental operations, and insurance operations. These activities primarily are conducted through the following subsidiaries: Ford Motor Credit Company, The Associates and The Hertz Corporation. SELECTED FINANCIAL DATA AND OTHER DATA OF THE COMPANY. Set forth below is certain selected consolidated financial data and other data with respect to the Company excerpted or derived from financial information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996 10-K Report"), and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "1997 10-Q Reports"). More comprehensive financial information is included in the 1996 10-K Report, the 1997 10-Q Reports and other documents filed by the Company with the Commission. The financial and other information set forth herein is qualified in its entirety by reference to the 1996 10-K Report, the 1997 10-Q Reports and such other documents, including the financial statements and related notes therein. The 1996 10-K Report, the 1997 10-Q Reports and such other documents are available for inspection and copies thereof can be obtained in the manner set forth below.
NINE MONTHS ENDED YEARS ENDED OR AT SEPTEMBER 30, OR AT DECEMBER 31, --------------------- --------------------- 1997 1996 1996 1995 ---- ---- ---- ---- (IN MILLIONS EXCEPT PER SHARE AND UNIT SALES AMOUNTS) CONSOLIDATED STATEMENT OF INCOME INFORMATION Automotive Sales..................................................... $ 89,926 $ 86,518 $118,023 $110,496 Operating income.......................................... 4,994 1,958 2,516 3,281 Net income................................................ 3,373 1,265 1,655 2,056 Financial Services Revenues.................................................. 22,637 21,640 28,968 26,641 Income before income taxes................................ 2,941 3,047 4,222 3,539 Net income................................................ 1,751 1,977 2,791 2,083 Total Company Net income................................................ 5,124 3,242 4,446 4,139 Amounts Per Share of Common Stock and Class B Stock After Preferred Stock Dividends Income assuming no dilution..... 4.26 2.71 3.72 3.58 Income assuming full dilution............................. 4.15 2.66 3.64 3.33 Cash dividends............................................ 1.225 1.085 1.47 1.23 CONSOLIDATED BALANCE SHEET INFORMATION Automotive Total assets.............................................. 85,440 78,066 79,658 72,772 Debt payable within one year.............................. 1,587 2,125 1,661 1,832 Long-term debt -- noncurrent portion...................... 6,620 5,171 6,495 5,475 Financial Services Total assets.............................................. 188,783 180,435 183,209 170,511 Debt...................................................... 155,407 148,320 150,205 141,317 Total Company Total assets.............................................. 274,223 258,501 262,867 243,283 Debt...................................................... 163,614 155,616 158,361 148,624 Stockholders' equity...................................... 29,677 26,152 26,762 24,547 Cash dividends............................................ 1,503 1,328 1,800 1,559 OTHER DATA Total Company Capital expenditures...................................... 6,166 6,145 8,651 8,997 Depreciation and amortization of special tools............ 9,932 9,378 12,791 11,719 Worldwide vehicle unit sales of cars and trucks (in thousands).............................................. 5,152 4,900 6,653 6,606 Ratio of earnings to combined fixed charges and preferred stock dividends*.......................................... 2.0 1.6 1.6 1.6
- ------------ * For purposes of the ratio, "earnings" include the income/(loss) before income taxes of the Company and its majority-owned subsidiaries and trusts, whether or not consolidated, its proportionate share of any fifty-percent-owned companies, and any income received from less-than-fifty-percent-owned companies and fixed charges. "Fixed charges" consist of interest on borrowed funds, preferred stock dividend requirements of majority-owned subsidiaries and trusts, amortization of debt discount, premium, and issuance expense, and one-third of all rental expense (the proportion deemed representative of the interest factor). Preferred stock dividend requirements have been increased to an amount representing the pre-tax earnings which would be required to cover such dividends based on the effective income tax rates for the respective periods. 11 17 ADDITIONAL INFORMATION. The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy and information statements and other information with the Commission. The Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with the Commission which includes certain additional information relating to the Offer. Such reports, statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison St., Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically, such as the Company. The address of the Commission's Web site is http://www.sec.gov. Such reports, proxy and information statements and other information of or concerning the Company also can be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. SECTION 11. SOURCE AND AMOUNT OF FUNDS Assuming that the Company purchases all outstanding Depositary Shares pursuant to the Offer, the total amount required by the Company to purchase such Depositary Shares and pay related fees and expenses will be approximately $650 million. See Section 14. "Fees and Expenses." The Company will fund the purchase of Depositary Shares pursuant to the Offer and the payment of related fees and expenses from available cash of the Company. However, if market conditions are attractive, the Company may replace some or all of the cash expended to purchase Depositary Shares with proceeds from a public offering of debt securities. Such public debt offering could occur before or after the completion of the Offer. SECTION 12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE DEPOSITARY SHARES The Depositary Shares were issued by the Company in an underwritten public offering for cash which was registered under the Securities Act of 1933. The offering, which commenced on October 23, 1992, was for 45,600,000 Depositary Shares (including 5,600,000 Depositary Shares purchased upon exercise of the over-allotment option) at a price to the public of $25 per Depositary Share, and the Company received aggregate proceeds of $1,104,746,948.66 after deducting the aggregate underwriting discount of $35,253,051.34, but before expenses. Based upon the Company's records and upon information provided to the Company by its directors, executive officers and affiliates, neither the Company nor any of its subsidiaries nor, to the best of the Company's knowledge, any of the directors or executive officers of the Company or any of its subsidiaries, nor any associates of any of the foregoing, has effected any transactions in the Depositary Shares during the past 40 business days. Except as set forth in this Offer to Purchase, neither the Company nor, to the best of the Company's knowledge, any of its affiliates, directors or executive officers, or any of the executive officers or directors of its subsidiaries, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding or proxies, consents or authorizations). As of January 22, 1998, neither the Company or any subsidiary or affiliate nor, to the Company's knowledge, any of their respective directors or executive officers, owns any of the Depositary Shares. 12 18 SECTION 13. EXTENSION OF THE TENDER PERIOD; TERMINATION; AMENDMENTS The Company expressly reserves the right, in its sole discretion, at any time or from time to time and regardless of whether or not any of the events set forth in Section 8. "Certain Conditions of the Offer" shall have occurred or shall be deemed by the Company to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, or payment for, any Depositary Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. During any such extension, all Depositary Shares previously tendered and not purchased or withdrawn will remain subject to the Offer, except to the extent that such Depositary Shares may be withdrawn as set forth in Section 6. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer, not accept for payment and not make payment for any Depositary Shares not theretofore accepted for payment or paid for upon the occurrence of any of the conditions specified in Section 8 by giving oral or written notice of such termination to the Depositary and making a public announcement thereof. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, and regardless of whether or not any of the events set forth in Section 8 shall have occurred or shall be deemed by the Company to have occurred, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer to owners of Depositary Shares or by decreasing the number of Depositary Shares being sought in the Offer). Amendments to the Offer may be made at any time or from time to time effected by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern Standard Time, on the next business day after the previously scheduled Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If (a) the Company (i) increases or decreases the price to be paid for Depositary Shares, (ii) decreases the number of Depositary Shares being sought or (iii) increases or decreases the fee to be paid to the Dealer Manager or the Soliciting Dealers (as defined below) and (b) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from and including the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended until the expiration of such period of ten business days. In addition, if a material change occurs in the information set forth herein, the Company shall disseminate promptly disclosure of such change in a manner reasonably calculated to inform holders of Depositary Shares of such changes and extend the Offer if and as appropriate. SECTION 14. FEES AND EXPENSES The Company has retained First Chicago Trust Company of New York as Depositary, Georgeson & Company Inc. as Information Agent and Merrill Lynch & Co. as Dealer Manager in connection with the Offer. The Information Agent and Dealer Manager will assist shareholders who request assistance in connection with the Offer and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Company has agreed to pay the Dealer Manager, upon acceptance for payment of Depositary Shares pursuant to the Offer, a fee of $0.125 per Depositary Share purchased in the Offer. The Dealer Manager will also be reimbursed by the Company for its reasonable out-of-pocket expenses, including attorneys' fees. The Dealer Manager has rendered, is currently rendering and is expected to continue to render various investment banking and other advisory services to the Company. It has received, and will continue to receive, customary compensation from the Company for such services. The Depositary and Information Agent will receive reasonable and customary compensation for their services in connection with the Offer and will also be reimbursed for reasonable out-of-pocket expenses, including attorneys' fees. The Company has agreed to indemnify the Depositary, Information Agent and Dealer Manager against certain liabilities in connection with the Offer, including certain liabilities under the Federal securities laws. Neither the Depositary nor the Information Agent has been retained to make solicitations, and none of the Depositary, Information Agent or Dealer Manager has been retained to make recommendations, in their respective roles as Depositary, Information Agent and Dealer Manager. 13 19 The Company will pay to a Soliciting Dealer (as defined herein) designated as described below a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment, and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share, of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the designated Soliciting Dealer (which may be the Dealer Manager)). In cases where no Soliciting Dealer is designated, the Dealer Manager will be paid one hundred percent (100%) of the applicable solicitation fee. For purposes of this Section 14, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Offer. For purposes of the preceding definition, "solicited" shall be deemed to mean no more than processing Depositary Shares tendered or forwarding to holders materials regarding the Offer. No such fee shall be payable to a Soliciting Dealer in respect of (a) Depositary Shares registered in the name of such Soliciting Dealer unless such Depositary Shares are held by such Soliciting Dealer as nominee and such Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on the Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to brokers and dealers) or (b) Depositary Shares beneficially owned by such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Depositary Shares by a holder unless the Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer with respect to the tender of Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within 3 business days after the Expiration Date. No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a depositing holder (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Company, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offer. The Company will pay (or cause to be paid) any stock transfer taxes on its purchase of Depositary Shares, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Assuming all outstanding Depositary Shares are tendered pursuant to the Offer, it is estimated that the expenses incurred by the Company in connection with the Offer will be approximately as set forth below. The Company will be responsible for paying all such expenses. Dealer Manager fees....................................... $ 2,540,807.88 Solicitation fees......................................... 7,622,423.63 Printing and mailing fees................................. 300,000.00 Filing fees............................................... 127,650.19 Legal and miscellaneous................................... 200,000.00 -------------- Total................................................ $10,790,881.70 ==============
14 20 SECTION 15. MISCELLANEOUS The Offer is not being made to, nor will the Company accept tenders from, owners of Depositary Shares in any jurisdiction in which the Offer or its acceptance would not be in compliance with the laws of such jurisdiction. The Company is not aware of any jurisdiction where the making of the Offer or the tender of Depositary Shares would not be in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer or the tender of Depositary Shares is not in compliance with any applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Depositary Shares residing in such jurisdiction. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on the Company's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. FORD MOTOR COMPANY January 22, 1998 15 21 Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, depositary receipts for Depositary Shares and any other required documents should be sent or delivered by each shareholder of the Company or such shareholder's broker, dealer, commercial bank or trust company to the Depositary at one of its addresses set forth below. The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Facsimile Transmission (for Eligible Institutions only): (201) 222-4720 or (201) 222-4721 Confirm by Telephone: (201) 222-4707 By Overnight Courier: By Mail: By Hand: First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company of New York of New York of New York Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges Suite 4680 Suite 4660 c/o The Depository Trust Company 14 Wall Street, 8th Floor P.O. Box 2569 55 Water Street, DTC TAD New York, NY 10005 Jersey City, NJ 07303-2569 Vietnam Veterans Memorial Plaza New York, NY 10041
Any questions or requests for assistance or for additional copies of this Offer to Purchase or the Letter of Transmittal may be directed to the Information Agent or Dealer Manager. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: (GEORGESON & COMPANY INC. LOGO) Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 or ALL OTHERS CALL TOLL FREE: (800) 223-2064 The Dealer Manager for the Offer is: MERRILL LYNCH & CO. World Financial Center 250 Vesey Street New York, New York 10281 1-888-ML4-TNDR (toll free) (1-888-654-8637) EX-99.B 3 PRESS RELEASE 1 [FORD LOGO]| NEWS | | Contact: Media Inquiries Stockholder Inquiries Christian Vinyard Steve Harper (313) 322-3428 (800) 555-5259 IMMEDIATE RELEASE FORD OFFERS TO PURCHASE SERIES B PREFERRED STOCK DEARBORN, Mich., January 22, 1998 -- Ford Motor Company today announced that it will offer to purchase all depositary shares representing its Series B Cumulative Preferred Stock. The offering price will be $31.40 per depositary share. The offer remains in effect until Feb. 26, 1998. The regular quarterly cash dividend of 51.5625 cents for the first quarter that is payable on March 2 to holders of record on January 30 will be paid on the depositary shares that are purchased. The offer gives shareholders the opportunity to sell their depositary shares at a premium to the market price that prevailed before today's announcement. The offer also is attractive economically for Ford, given the company's present financial position and the present market price of the depositary shares. Ford issued 45.6 million Series B depositary shares in 1992. The shares are not convertible into Ford common stock. At present, 20.3 million despositary shares remain outstanding. On January 21, the Series B depositary shares closed at $29.6875 a share on the New York Stock Exchange. Holders of the Series B depositary shares may call Georgeson & Company., Inc. at 1-800-223-2064 or Merrill Lynch & Co. at 1-888-654-8637 for further details about the offer. # # # - -------------------------------------------------------------------------------- Global News, Public Affairs, World Headquarters, Dearborn, Michigan 48121 Telephone: (313) 322-9600; Fax: (313) 845-0570 Internet: http://media.ford.com EX-99.C 4 NEWSPAPER ANNOUNCEMENT 1 This announcement is neither an offer to purchase nor a solicitation of an offer to sell Depositary Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated January 22, 1998 and the related Letter of Transmittal, and is being made to all holders of Depositary Shares. The Company (as defined below) is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Depositary Shares pursuant thereto, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Depositary Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by Merrill Lynch & Co. or one or more registered brokers or dealers licensed under the laws of such jurisdiction. [Ford Motor Logo] Ford Motor Company Notice of Offer to Purchase for Cash Any and All Outstanding Depositary Shares (CUSIP 345370 40 7), Each Representing 1/2,000 of a Share of its Series B Cumulative Preferred Stock, at $31.40 Per Depositary Share Ford Motor Company, a Delaware corporation (the "Company"), hereby offers to purchase any and all outstanding Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, at a price of $31.40 per Depositary Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 22, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"). THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. The Offer is not conditioned upon any minimum number of Depositary Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 8 ("Certain Conditions of the Offer") of the Offer to Purchase. THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. The regular quarterly cash dividend of $0.515625 per Depositary Share for the first quarter of 1998, payable on March 2, 1998 to holders of record at the close of business on January 30, 1998, will be paid on Depositary Shares tendered and purchased by the Company, but no dividends will be paid in respect of such shares for any dividend period commencing on or after March 1, 1998. The Company is making the Offer because it believes that, given its current financial condition and the current market price of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offer is economically attractive to the Company. For purposes of the Offer, the Company will be deemed to have accepted for payment (and thereby purchased) Depositary Shares validly tendered and not properly withdrawn as, if and when the Company gives oral or written notice to First Chicago Trust Company of New York (the "Depositary") of the Company's acceptance for payment of such Depositary Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Depositary Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from the Company and transmitting such payments for tendering shareholders whose Depositary Shares have been accepted for payment. Under no circumstances will interest on the purchase price for Depositary Shares be paid, regardless of any delay in making such payment. In all cases, payment for Depositary Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the depositary receipts evidencing such Depositary Shares (the "Depositary Receipts") or timely confirmation of a book - -entry transfer of such Depositary Shares to the Depositary pursuant to the procedures set forth in Section 5 ("Procedure for Tendering Depositary Shares") of the Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined in Section 5 of the Offer to Purchase) and (iii) any other documents required under the Letter of Transmittal. The Company expressly reserves the right in its sole discretion, at any time and from time to time to extend for any reason the period of time during which the Offer is open, including the occurrence of any condition specified in Section 8 ("Certain Conditions of the Offer") of the Offer to Purchase, by giving oral or written notice of such extension to the Depositary. Any such extension will be followed as promptly as practicable by public announcement thereof, such announcement thereof to be made no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled Expiration Date of the Offer. During any such extension, all shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of tendering shareholders to withdraw their Depositary Shares. The term "Expiration Date" means 5:00 p.m. New York City time on Thursday, February 26, 1998 unless and until the Company in its sole discretion, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Company will expire. The Company will pay to each designated Soliciting Dealer (as defined in the Offer to Purchase) a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment, and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the Soliciting Dealer (which may be the Dealer Manager)). A Soliciting Dealer will not be entitled to a solicitation fee in respect of Depositary Shares beneficially owned by it, as well as in certain other circumstances. See Section 14 ("Fees and Expenses") of the Offer to Purchase. Subject to the provisions of Section 6 ("Withdrawal Rights") of the Offer to Purchase, Depositary Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date and, unless theretofore accepted for payment by the Company, may also be withdrawn after 5:00 p.m., New York City time, on March 20, 1998. For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back of the Offer to Purchase) a written or facsimile transmission notice of withdrawal. Such notice of withdrawal must specify the name of the person having tendered the Depositary Shares to be withdrawn, the number of Depositary Shares to be withdrawn and the name of the registered owner, if different from that of the person who tendered such Depositary Shares. All questions as to the form and validity (including the time of receipt) of notices of withdrawal will be determined by the company in its sole discretion, which determination shall be final and binding on all parties. For further details on withdrawal rights, see Section 6 of the Offer to Purchase. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THOSE DOCUMENTS ARE BEING MAILED TO RECORD HOLDERS OF DEPOSITARY SHARES AND WILL BE FURNISHED TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND SIMILAR PERSONS WHOSE NOMINEES APPEAR ON THE COMPANY'S SHAREHOLDERS LIST OR, IF APPLICABLE, WHO ARE LISTED AS PARTICIPANTS IN THE DEPOSITARY TRUST COMPANY'S SECURITY POSITION LISTING, FOR SUBSEQUENT TRANSMITTAL TO BENEFICIAL OWNERS OF DEPOSITARY SHARES. Questions and requests for assistance or for additional copies of the Offer to Purchase or the Letter of Transmittal may be directed to the Information Agent or the Dealer Manager as set forth below; copies will be furnished at the Company's expense. Shareholders may also contact their broker for assistance concerning the Offer. The Information Agent for the Offer is: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 or ALL OTHERS CALL TOLL-FREE: (800) 223-2064 The Dealer Manager for the Offer is: MERRILL LYNCH & CO. World Financial Center 250 Vesey Street New York, New York 10281 1-888-ML4-TNDR (toll free) (1-888-654-8637) Attn: Susan L. Weinberg January 22, 1998 EX-99.D 5 LETTER OF TRANSMITTAL 1 LETTER OF TRANSMITTAL TO TENDER DEPOSITARY SHARES (CUSIP 345370 40 7) (THE "DEPOSITARY SHARES"), EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK, OF FORD MOTOR COMPANY PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 22, 1998 THE OFFER, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. To: FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY By Overnight Courier: By Facsimile Transmission: By Mail: By Hand: (for Eligible Institutions (registered mail recommended) First Chicago Trust Company only) First Chicago Trust Company of New York First Chicago Trust Company of New York Tenders & Exchanges (201) 222-4720 of New York Tenders & Exchanges Suite 4680 or Tenders & Exchanges c/o The Depository Trust Company 14 Wall Street, 8th Floor (201) 222-4721 Suite 4660 55 Water Street, DTC TAD New York, NY 10005 P.O. Box 2569 Vietnam Veterans Memorial Plaza Confirm by Telephone: Jersey City, NJ 07303-2569 New York, NY 10041 (201) 222-4707
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. This Letter of Transmittal is to be completed by holders of Depositary Shares, either (i) if depositary receipts for Depositary Shares are to be delivered herewith or (ii) unless an Agent's Message (as defined in the accompanying Offer to Purchase of Ford Motor Company (the "Company") (as amended or supplemented (including documents incorporated by reference), the "Offer to Purchase")) is utilized, if tenders of Depositary Shares are to be made by book- entry transfer into the account of First Chicago Trust Company of New York, as Depositary (the "Depositary"), at The Depository Trust Company ("DTC"), pursuant to the procedures described in Section 5 of the Offer to Purchase. Holders of Depositary Shares who tender Depositary Shares by book-entry transfer are referred to herein as "Book-Entry Shareholders." Shareholders who cannot deliver the depositary receipts for their Depositary Shares to the Depositary prior to the Expiration Date (as defined in the Offer to Purchase), who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Letter of Transmittal and all other required documents to the Depositary prior to the Expiration Date, in any such case, must tender their Depositary Shares pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase. See Instruction 2. FOR HELP WITH COMPLETING THIS LETTER OF TRANSMITTAL, CONTACT GEORGESON & COMPANY INC., THE INFORMATION AGENT, AT (800) 223-2064 (TOLL FREE). 2 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal is signed by the registered holder of the Depositary Shares tendered herewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) the Depositary Shares tendered herewith are tendered for the account of an Eligible Institution. If Depositary Shares are registered in the name of a person other than the signatory on this Letter of Transmittal, or if unpurchased Depositary Shares are to be issued to a person other than the registered holder(s), the tendered depositary receipts must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the depositary receipts with the signature(s) on the depositary receipts or stock powers guaranteed as aforesaid. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND DEPOSITARY SHARES. This Letter of Transmittal is to be completed by holders of Depositary Shares either if depositary receipts are to be delivered herewith or, unless an Agent's Message (as defined in Section 5 of the Offer to Purchase) is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 5 of the Offer to Purchase. Depositary receipts for Depositary Shares, or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Depositary Shares into the Depositary's account at DTC, as well as this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. If a holder of Depositary Shares desires to participate in the Offer and time will not permit this Letter of Transmittal or Depositary Shares to reach the Depositary before the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the Depositary has received at one of the addresses set forth herein prior to the Expiration Date, a letter, telegram or facsimile transmission from an Eligible Institution setting forth the name and address of the tendering Holder, the name(s) in which the Depositary Shares are registered and, if the Depositary Shares are held in depositary receipt form, the depositary receipt numbers of the Depositary Shares to be tendered, and stating that the tender is being made thereby and guaranteeing that within 3 New York Stock Exchange ("NYSE") trading days after the Expiration Date, the Depositary Shares in proper form for transfer together with a properly completed and duly executed Letter of Transmittal (and any other required documents), or a confirmation of book-entry transfer of such Depositary Shares into the Depositary's account at DTC, will be delivered by such Eligible Institution. A form of Notice of Guaranteed Delivery is included in your materials or may be obtained from the Dealer Manager or Information Agent. Unless the Depositary Shares being tendered by the above-described method are deposited with the Depositary within the time period set forth above (accompanied or preceded by a properly completed Letter of Transmittal and any other required documents) or a confirmation of book-entry transfer of such Depositary Shares into the Depositary's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures is received, the Company may, at its option, reject the tender. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING DEPOSITARY RECEIPTS, THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted. By executing this Letter of Transmittal (or facsimile hereof), the tendering holder waives any right to receive any notice of the acceptance of the Depositary Shares for purchase. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the depositary receipt numbers and/or the number of Depositary Shares should be listed on a separate signed schedule attached hereto. 4. PARTIAL TENDERS. (Not applicable to Book-Entry Shareholders) If fewer than all the Depositary Shares represented by any depositary receipt delivered to the Depositary are to be tendered, fill in the number of Depositary Shares which are to be tendered in the box entitled "Number of Depositary Shares Tendered". In such case, a new depositary receipt for the remainder of the Depositary Shares represented by the old depositary receipt will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the Expiration Date. All Depositary Shares represented by depositary receipts delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Depositary Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the depositary receipts without alteration, enlargement or any change whatsoever. If any of the Depositary Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. 2 3 If any of the Depositary Shares tendered hereby are registered in different names on different depositary receipts, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of depositary receipts. If this Letter of Transmittal is signed by the registered holder(s) of the Depositary Shares tendered hereby, no endorsements of depositary receipts or separate stock powers are required unless Depositary Shares not tendered or not purchased are to be returned in the name of any person other than the registered holder(s). Signatures on any such depositary receipts or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Depositary Shares tendered hereby, depositary receipts must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the depositary receipts for such Depositary Shares. Signature(s) on any such depositary receipts or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any depositary receipt or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted. 6. STOCK TRANSFER TAXES. The Company will pay all stock transfer taxes, if any, applicable to the sale of any Depositary Shares pursuant to the Offer. If, however, depositary receipts representing Depositary Shares not tendered or not purchased are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Depositary Shares tendered or if a transfer tax is imposed for any reason other than the sale of Depositary Shares pursuant to the Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If any Depositary Shares not tendered or not purchased are to be issued or to be returned to, a person other than the person(s) signing this Letter of Transmittal or any depositary receipts for Depositary Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. 8. SUBSTITUTE FORM W-9. Under the federal income tax laws, the Company may be required to withhold 31% of the amount of any payments made to certain shareholders or other payees with respect to the Depositary Shares purchased in the Offer. In order to avoid such backup withholding, each tendering shareholder, and, if applicable, each other payee, must provide such shareholder's or payee's correct taxpayer identification number and certify that such shareholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 set forth below. In general, if a shareholder or payee is an individual, the taxpayer identification number is the social security number of such individual. If the Company is not provided with the correct taxpayer identification numbers, the shareholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain shareholders or payees (including, among others, all corporations and certain foreign individual(s)) are not subject to these backup withholding and reporting requirements. In order to satisfy the Company that a foreign individual qualifies as an exempt recipient, such shareholder or payee must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Depositary Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Dealer Manager or the Information Agent at their respective addresses or telephone numbers set forth below. 10. SOLICITED TENDERS. The Company will pay to a Soliciting Dealer (as defined herein) designated as described below a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share, of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the designated Soliciting Dealer (which may be the Dealer Manager)). In cases where no Soliciting Dealer is designated, the Dealer Manager will be paid one hundred percent (100%) of the applicable solicitation fee. For purposes of this Instruction 10, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Offer. For purposes of the preceding definition, "solicited" shall be deemed to mean no more than processing Depositary Shares tendered or forwarding to holders materials regarding the Offer. No such fee shall be payable to a Soliciting Dealer in respect of (a) Depositary Shares registered in the name of such Soliciting Dealer unless such Depositary Shares are held by such Soliciting Dealer as nominee and such Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on this Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to 3 4 brokers and dealers) or (b) Depositary Shares beneficially owned by such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Depositary Shares by a holder unless this Letter of Transmittal designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer with respect to the tender of Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within 3 business days after the Expiration Date. No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a depositing holder (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Company, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offer. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE PRECEDING INSTRUCTIONS CAREFULLY LADIES AND GENTLEMEN: The undersigned hereby tenders to Ford Motor Company, a Delaware corporation (the "Company"), the below-described Depositary Shares, each representing 1/2,000 of a share of the Company's Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, pursuant to the Company's offer to purchase any and all Depositary Shares at a price of $31.40 per Depositary Share (the "Purchase Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 22, 1998 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer"). Subject to and effective upon acceptance for payment of the Depositary Shares tendered herewith in accordance with the terms of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the Depositary Shares that are being tendered hereby that are purchased pursuant to the Offer and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Depositary Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver depositary receipts for such Depositary Shares or transfer ownership of such Depositary Shares on the account books maintained by The Depository Trust Company ("DTC"), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, (b) present depositary receipts for such Depositary Shares for cancellation and transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Depositary Shares, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Depositary Shares tendered hereby and that, when the undersigned's Depositary Shares are accepted for purchase, the Company will acquire good, marketable and unencumbered title to such tendered Depositary Shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of tendered Depositary Shares. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that tenders of Depositary Shares pursuant to any one of the procedures described in Section 5 of the Offer to Purchase and in the instructions hereto will constitute agreements between the undersigned and the Company upon the terms and subject to the conditions of the Offer. Unless otherwise indicated under "Special Payment Instructions", please issue the check for the Purchase Price and/or return or issue the depositary receipt(s) evidencing any Depositary Shares not tendered, not accepted for payment or for which payment is not made, in the name(s) of the undersigned (and, in the case of Depositary Shares tendered by book-entry transfer, by credit to the account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the Purchase Price and/or the depositary receipt(s) evidencing any Depositary Shares not tendered, not accepted for payment or for which payment is not made (and accompanying documents, as appropriate), to the undersigned at the address shown below the undersigned's signature(s). If both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the Purchase Price and/or issue or return the depositary receipt(s) evidencing any Depositary Shares not tendered, not accepted for payment or for which payment is not made, in the name(s) of, and deliver said check and/or depositary receipt(s) to, the person(s) so indicated (and in the case of Depositary Shares tendered by book-entry transfer, by credit to the account at DTC). The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payment Instructions", to transfer any Depositary Shares from the name(s) of the registered holder(s) thereof if the Company does not accept for payment or make payment for any of the Depositary Shares so tendered. 4 5 [COMPLETE THIS BOX.]
- ----------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF DEPOSITARY SHARES TENDERED - ----------------------------------------------------------------------------------------------------------------------------- NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) DEPOSITARY SHARES TENDERED (Please fill in, if blank) (ATTACH ADDITIONAL LIST IF NECESSARY) - ----------------------------------------------------------------------------------------------------------------------------- NUMBER DEPOSITARY OF DEPOSITARY SHARES NUMBER OF RECEIPT REPRESENTED BY DEPOSITARY SHARES NUMBER(S)* DEPOSITARY RECEIPT(S)* TENDERED** -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- Total Depositary Shares - -----------------------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer. ** Unless otherwise indicated, the holder will be deemed to have tendered the full number of Depositary Shares represented by the tendered depositary receipts. See Instruction 4. [COMPLETE IF USING BOOK-ENTRY TRANSFER.] - -------------------------------------------------------------------------------- BOOK-ENTRY TRANSFER (See Instruction 2) [ ] Check here if tendered depositary shares are being delivered by book-entry transfer to the Depositary's account at DTC and complete the following: Name of Tendering Institution.......................................... DTC Account No.......................................................... Transaction Code No..................................................... - -------------------------------------------------------------------------------- [COMPLETE IF USING GUARANTEED DELIVERY.] - -------------------------------------------------------------------------------- GUARANTEED DELIVERY (See Instruction 2) [ ] Check here if tendered depositary shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the Depositary and complete the following: Name(s) of Tendering Shareholder(s).................................... Date of Execution of Notice of Guaranteed Delivery...................... Name of Institution which Guaranteed Delivery........................... If delivery is by book-entry transfer: Name of Tendering Institution.......................................... DTC Account No.......................................................... Transaction Code No..................................................... - -------------------------------------------------------------------------------- 5 6 [COMPLETE IF YOU WOULD LIKE TO DESIGNATE A SOLICITING DEALER] - -------------------------------------------------------------------------------- SOLICITED TENDERS (See Instruction 10) The Company will pay to any Soliciting Dealer, as defined in Instruction 10, a solicitation fee of $0.375 per Depositary Share tendered, accepted for payment and paid for pursuant to the Offer (as herein defined) (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share, of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the Soliciting Dealer (which may be the Dealer Manager)). The undersigned represents that the Soliciting Dealer which solicited and obtained this tender is: Name of Firm: ----------------------------------------------------------------- (Please Print) Name of Individual Broker or Financial Consultant: ---------------------------- Identification Number (if known): --------------------------------------------- Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Include Zip Code) The acceptance of compensation by such Soliciting Dealer will constitute a representation by it that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934 and the applicable rules and regulations thereunder in connection with such solicitations; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer; (iii) in soliciting tenders of Depositary Shares, it has used no soliciting materials other than those furnished by the Company; and (iv) if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations outside the United States to the same extent as though it were an NASD member. THE PAYMENT OF COMPENSATION TO ANY SOLICITING DEALER IS DEPENDENT ON SUCH SOLICITING DEALER RETURNING A NOTICE OF SOLICITED TENDERS TO THE DEPOSITARY. [COMPLETE IF APPLICABLE.] [COMPLETE IF APPLICABLE.] SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5, 6 and 7) (See Instructions 1, 4, 5 and 7) To be completed ONLY if the check for the To be completed ONLY if the check for the aggregate Purchase Price of Depositary Shares aggregate Purchase Price of Depositary Shares purchased and/or depositary receipts for purchased and/or depositary receipts for Depositary Shares not tendered or not purchased Depositary Shares not tendered or not purchased, are to be issued in the name of someone other are to be mailed to someone other than the than the undersigned. undersigned, or to the undersigned at an address Issue [ ] check to: other than that shown below the undersigned's [ ] depositary receipts to: signature(s). Name: Mail [ ] check to: ----------------------------------------- [ ] depositary receipts to: (Please Print) Name: Address: ----------------------------------------- -------------------------------------- Address: ----------------------------------------------- -------------------------------------- (Zip Code) ----------------------------------------------- (Zip Code) ----------------------------------------------- (Taxpayer Identification No.)
6 7 [SIGN AND COMPLETE THIS BOX.] - -------------------------------------------------------------------------------- SIGN HERE (Must be signed by registered holder(s) exactly as name(s) appear(s) on depositary receipt(s) for Depositary Shares or on a security position listing or by person(s) authorized to become registered holder(s) by endorsed depositary receipt(s) or stock powers transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in- fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) X ------------------------------------------------------------------------- X ------------------------------------------------------------------------- Signature(s) of Owner(s) Dated , 1998 ------------------------------- Name(s) ----------------------------------------------------- ------------------------------------------------------------- (Please Print) Capacity (full title) --------------------------------------- Address ----------------------------------------------------- ----------------------------------------------------- (Include Zip Code) Area Code and Telephone No. --------------------------------- GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5) Authorized Signature ---------------------------------------- Name -------------------------------------------------------- Title ------------------------------------------------------- Address ----------------------------------------------------- Name of Firm ------------------------------------------------ Area Code and Telephone Number ------------------------------ Dated , 1998 ------------------------- 7 8 [COMPLETE THIS FORM.] SUBSTITUTE FORM W-9 REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK PAYEE INFORMATION (Please print or type) Individual or business name (if joint account, list first and circle the name of person or entity whose number you furnish in Part I below): Check appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ] Other _____________ Address (number, street, and apt. or suite no.):________________________________________________________________________________ City, state, and ZIP code: _____________________________________________________________________________________________________ PART I TAXPAYER IDENTIFICATION NUMBER ("TIN") PART II PAYEES EXEMPT FROM BACKUP Enter your TIN below. For individuals, this is your social WITHHOLDING security number. For other entities, it is your employer identification number. Refer to the chart on page 1 of the Guidelines for Certification Check box (See page 2 of the Guidelines for of Taxpayer Identification Number on Substitute Form W-9 (the further clarification. Even if you are "Guidelines") for further clarification. If you do not have a TIN, see exempt from backup withholding, you should instructions on how to obtain a TIN on page 2 of the Guidelines, check still complete and sign the certification the appropriate box below indicating that you have applied for a TIN and, below): in addition to the Part III Certification, sign the attached Certification [ ] EXEMPT of Awaiting Taxpayer Identification Number. Social Security Number: [ ] [ ] [ ] - [ ] [ ] - [ ] [ ] [ ] [ ] [ ] Applied For Employer Identification Number: [ ] [ ] - [ ] [ ] [ ] [ ] [ ] [ ] [ ] PART III CERTIFICATION Certification Instructions: You must cross out Item 2 below if you have been notified by the Internal Revenue Service (the "IRS") that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Signature _________________________________________ Date_______________________________________ NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU WITH RESPECT TO THE DEPOSITARY SHARES PURCHASED PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9 CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number by the time of payment, the payer intends to withhold 31% of all reportable payments made to me. Signature_______________________________ Date______________________ FORD MOTOR COMPANY The American Road Dearborn, Michigan 48121 8
9 THE INFORMATION AGENT FOR THE OFFER IS: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 or ALL OTHERS CALL TOLL FREE: (800) 223-2064 THE DEALER MANAGER FOR THE OFFER IS: MERRILL LYNCH & CO. World Financial Center 250 Vesey Street New York, New York 10281 1-888-ML4-TNDR (toll free) (1-888-654-8637) January 22, 1998 EX-99.E 6 LETTER TO CLIENTS 1 FORD MOTOR COMPANY OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7), EACH REPRESENTING 1/2,000 OF A SHARE OF ITS SERIES B CUMULATIVE PREFERRED STOCK, AT $31.40 PER DEPOSITARY SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. January 22, 1998 To Our Clients: Enclosed for your consideration are the Offer to Purchase dated January 22, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by Ford Motor Company, a Delaware corporation (the "Company"), to purchase any and all outstanding Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, at a price of $31.40 per Depositary Share, net to the seller in cash, upon the terms and subject to the conditions of the Offer. The Company will purchase any and all Depositary Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. We are the holder of record of Depositary Shares held for your account. A tender of such Depositary Shares can be made only by us as the holder of record and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER DEPOSITARY SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Depositary Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. We also request that you designate, in the box captioned "Solicited Tenders", any Soliciting Dealer who solicited your tender of Depositary Shares. Your attention is invited to the following: 1. The Offer and withdrawal rights expire at 5:00 p.m., New York City time, on Thursday, February 26, 1998, unless the Offer is extended. 2. The Offer is not conditioned upon any minimum number of Depositary Shares being tendered. The Offer is, however, subject to certain other conditions, as described in Section 8 of the Offer to Purchase. 3. Any stock transfer taxes applicable to the sale of Depositary Shares to the Company pursuant to the Offer will be paid by the Company, except as otherwise provided in Instruction 6 of the Letter of Transmittal. 2 THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. If you wish to have us tender any or all of your Depositary Shares, please so instruct us by completing, executing and returning to us the attached instruction form. An envelope to return your instructions to us is enclosed. If you authorize tender of your Depositary Shares, all such Depositary Shares will be tendered unless otherwise specified on the attached instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Offer. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY MERRILL LYNCH & CO., THE DEALER MANAGER, OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. 2 3 INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7), EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK OF FORD MOTOR COMPANY The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated January 22, 1998 and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by Ford Motor Company, a Delaware corporation (the "Company"), to purchase any and all Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, at $31.40 per Depositary Share, net to the undersigned in cash. This will instruct you to tender the number of Depositary Shares indicated below (or, if no number is indicated below, all Depositary Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions of the Offer. - -------------------------------------------------------------------------------- NUMBER OF DEPOSITARY SHARES TENDERED [ ] By checking this box, all Depositary Shares held by you for the account of the undersigned, including fractional shares, will be tendered in the Offer. If fewer than all Depositary Shares are to be tendered, the undersigned has checked the box below and indicated the aggregate number of Depositary Shares to be tendered by you. [ ] _________________ Depositary Shares* ------------ * Unless otherwise indicated, it will be assumed that all Depositary Shares held by us for your account are to be tendered. - -------------------------------------------------------------------------------- [SEE OTHER SIDE] 3 4 Please designate in the box below any Soliciting Dealer (as defined in Section 14 of the Offer to Purchase) who solicited your tender. - -------------------------------------------------------------------------------- SOLICITED TENDERS The undersigned represents that the Soliciting Dealer who solicited and obtained this tender is: Name of Firm: ----------------------------------- (Please Print) Name of Individual Broker or Financial Consultant: ------------------------ Identification Number (if known): --------------- Address: ---------------------------------------------- ---------------------------------------------- (Include Zip Code) SIGN HERE X X ----------------------------------------- ----------------------------------------- Signature Signature - ------------------------------------------ ------------------------------------------ Name Name - ------------------------------------------ ------------------------------------------ Address Address - ------------------------------------------ ------------------------------------------ Social Security or Taxpayer ID No. Social Security or Taxpayer ID No. Dated: -------------------------------------------- , 1998
4 EX-99.F 7 LETTER TO BROKERS 1 FORD MOTOR COMPANY OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7), EACH REPRESENTING 1/2,000 OF A SHARE OF ITS SERIES B CUMULATIVE PREFERRED STOCK, AT $31.40 PER DEPOSITARY SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. January 22, 1998 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed to act as Dealer Manager by Ford Motor Company, a Delaware corporation (the "Company"), in connection with the Company's offer to purchase any and all outstanding Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of its Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, at a price of $31.40 per Depositary Share (the "Purchase Price"), upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated January 22, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"). The Company will purchase any and all Depositary Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. For your information and for forwarding to your clients for whom you hold Depositary Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase; 2. Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; 3. Notice of Guaranteed Delivery to be used to accept the Offer if the Depositary Shares and all other required documents cannot be delivered to First Chicago Trust Company of New York (the "Depositary") by the Expiration Date (as defined in the Offer to Purchase), or the book-entry transfer of the Depositary Shares cannot be completed by the Expiration Date; 4. A form of letter that may be sent to your clients for whose accounts you hold Depositary Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions and designation of Soliciting Dealer with regard to the Offer; and 5. A letter from the Chairman of the Company to holders of Depositary Shares that may be sent to your clients. 2 WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. The Company will pay to a Soliciting Dealer (as defined herein) designated as described below a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share, of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the designated Soliciting Dealer (which may be the Dealer Manager)). In cases where no Soliciting Dealer is designated, the Dealer Manager will be paid one hundred percent (100%) of the applicable solicitation fee. For purposes of this letter, "Soliciting Dealer" includes (i) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Offer. For purposes of the preceding definition, "solicited" shall be deemed to mean no more than processing Depositary Shares tendered or forwarding to holders materials regarding the Offer. No such fee shall be payable to a Soliciting Dealer in respect of (a) Depositary Shares registered in the name of such Soliciting Dealer unless such Depositary Shares are held by such Soliciting Dealer as nominee and such Depositary Shares are being tendered for the benefit of one or more beneficial owners identified on the Letter of Transmittal or on the Notice of Solicited Tenders (attached to this letter) or (b) Depositary Shares beneficially owned by such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer with respect to the tender of Depositary Shares by a holder unless the Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders" or the Notice of Solicited Tenders accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer with respect to the tender of Depositary Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a depositing holder (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Company, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offer. 2 3 IN ADDITION TO THE FOREGOING CONDITIONS, IN ORDER FOR A SOLICITING DEALER TO RECEIVE A SOLICITATION FEE, THE DEPOSITARY MUST HAVE RECEIVED FROM SUCH SOLICITING DEALER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF SOLICITED TENDERS IN THE FORM ATTACHED HERETO (OR FACSIMILE THEREOF) WITHIN 3 BUSINESS DAYS AFTER THE EXPIRATION DATE. Soliciting Dealers should take care to ensure proper record-keeping to document their entitlement to any solicitation fee. All questions as to the validity, form and eligibility (including time of receipt) of Notices of Solicited Tenders will be determined by the Depositary, in its sole discretion, which determination will be final and binding. Neither the Depositary nor any other person will be under any duty to give notification of any defects or irregularities in any Notice of Solicited Tenders or incur any liability for failure to give such notification. The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Company will pay all stock transfer taxes applicable to the sale of Depositary Shares to the Company pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Very truly yours, MERRILL LYNCH & CO. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 4 NOTICE OF SOLICITED TENDERS List below the number of Depositary Shares whose tender you have solicited. All Depositary Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Depositary. If the space below is inadequate, list the Depositary Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY WITHIN THREE BUSINESS DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS OR FACSIMILE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. (FOR YOUR CONVENIENCE, THE DEPOSITARY'S FACSIMILE NUMBER IS (201) 222-4720 OR (201) 222-4721; THE CONFIRMATION TELEPHONE NUMBER IS (201) 222-4707.) ALL QUESTIONS CONCERNING NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. BENEFICIAL OWNERS OF LESS THAN 2,500 DEPOSITARY SHARES -- SOLICITATION FEE $0.375 PER DEPOSITARY SHARE
- ----------------------------------------------------------------------------------------------------------------- DTC PARTICIPANT VOI TICKET NUMBER OF SHARES NUMBER OF BENEFICIAL NUMBER NUMBER* REQUESTED FOR PAYMENT OWNER(S) REPRESENTED - ----------------------------------------------------------------------------------------------------------------- ================================================================================================================= ================================================================================================================= - -----------------------------------------------------------------------------------------------------------------
BENEFICIAL OWNERS OF 2,500 OR MORE DEPOSITARY SHARES -- SOLICITATION FEE OF $0.250 PER DEPOSITARY SHARE (80% TO DEALER MANAGER, 20% TO SOLICITING DEALER)
- ------------------------------------------------------------------------------------------------------------------- DTC PARTICIPANT VOI TICKET NUMBER OF SHARES NUMBER OF BENEFICIAL NAME OF SOLICITING NUMBER NUMBER* REQUESTED FOR PAYMENT OWNER(S) REPRESENTED MERRILL LYNCH DEALER - ------------------------------------------------------------------------------------------------------------------- ================================================================================================================== ================================================================================================================== - ------------------------------------------------------------------------------------------------------------------
- --------------- * Complete if Depositary Shares delivered by book-entry transfer. 4 5 The undersigned hereby confirms that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase (unless the undersigned is not being compensated for such solicitation); (iii) in soliciting tenders of Depositary Shares, it has used no soliciting materials other than those furnished by the Company; and (iv) if it is a foreign broker or dealer not eligible for membership in the NASD, it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations outside the United States to the same extent as though it were an NASD member. - --------------------------------------------- --------------------------------------------- Printed Firm Name Address - --------------------------------------------- --------------------------------------------- Authorized Signature Attention - --------------------------------------------- --------------------------------------------- Area Code and Telephone Number City, State, Zip Code
[Please complete the payment instructions on the next page.] 5 6 SOLICITATION FEE PAYMENT INSTRUCTIONS - -------------------------------------------------------------------------------- ISSUE CHECK TO: Firm -------------------------------------------------------------------------- (Please Print) Attention -------------------------------------------------------------------------- Address -------------------------------------------------------------------------- -------------------------------------------------------------------------- (Include Zip Code) Phone Number -------------------------------------------------------------------------- Taxpayer Identification or Social Security No. ---------------------------------------------------------------- Applicable VOI Number ------------------------------- Number of Shares -------------------------------------- - -------------------------------------------------------------------------------- If solicitation fees are to be paid to another Eligible Institution(s), please complete the following: - -------------------------------------------------------------------------------- ISSUE CHECK TO: Firm -------------------------------------------------------------------------- (Please Print) Attention -------------------------------------------------------------------------- Address -------------------------------------------------------------------------- -------------------------------------------------------------------------- (Include Zip Code) Phone Number -------------------------------------------------------------------------- Taxpayer Identification or Social Security No. ---------------------------------------------------------------- Applicable VOI Number ------------------------------- Number of Shares -------------------------------------- Series ----------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ISSUE CHECK TO: Firm -------------------------------------------------------------------------- (Please Print) Attention -------------------------------------------------------------------------- Address -------------------------------------------------------------------------- -------------------------------------------------------------------------- (Include Zip Code) Phone Number -------------------------------------------------------------------------- Taxpayer Identification or Social Security No. ---------------------------------------------------------------- Applicable VOI Number ------------------------------- Number of Shares -------------------------------------- Series ----------------------------------------------------- - -------------------------------------------------------------------------------- * NOTE: IF ADDITIONAL PAYMENT INSTRUCTIONS, PLEASE COPY AND ATTACH. 6 EX-99.G 8 NOTICE OF GUARANTEED DELIVERY 1 NOTICE OF GUARANTEED DELIVERY OF DEPOSITARY SHARES (CUSIP 345370 40 7), EACH REPRESENTING 1/2,000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK OF FORD MOTOR COMPANY This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (i) depositary receipts for Depositary Shares (the "Depositary Shares"), each representing 1/2,000 of a share of Series B Cumulative Preferred Stock of Ford Motor Company (the "Company") cannot be delivered to the Depositary by the Expiration Date (as defined in the Company's Offer to Purchase dated January 22, 1998 (the "Offer to Purchase")), (ii) the procedure for book-entry transfer of Depositary Shares (as set forth in the Offer to Purchase) cannot be completed by the Expiration Date or (iii) the Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary prior to the Expiration Date. This form, properly completed and duly executed, may be delivered by facsimile transmission, overnight courier, mail or hand delivery to the Depositary. See Section 5 of the Offer to Purchase. TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY BY FACSIMILE TRANSMISSION: (for Eligible Institutions only) (201) 222-4720 or (201) 222-4721 Confirm Receipt by Telephone: (201) 222-4707 BY OVERNIGHT COURIER: BY MAIL: BY HAND: Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges Suite 4680 Suite 4660 c/o The Depository Trust Company 14 Wall Street, 8th Floor P.O. Box 2569 55 Water Street, DTC TAD New York, NY 10005 Jersey City, NJ 07303-2569 Vietnam Veterans Memorial Plaza New York, NY 10041
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which are hereby acknowledged, the number of Depositary Shares specified below, pursuant to the guaranteed delivery procedure set forth in the Offer to Purchase. SIGN HERE Number of Depositary Shares tendered: .......................................... ................................................................................ Depositary Receipt Nos. (if available): ................................................................................ ................................................................................ If Depositary Shares will be tendered by book-entry transfer through DTC: Name of Tendering Institution: ................................................. ................................................................................ DTC Account No.: ................................................................................ X .............................................................................. X .............................................................................. (Signature(s)) ................................................................................ (Name(s)) (Please Print) ................................................................................ (Address) ................................................................................ (Zip Code) ................................................................................ (Area Code and Telephone No.) [Also complete guarantee on reverse side.] 2 THE FOLLOWING GUARANTEE MUST BE COMPLETED. GUARANTEE (Not to be used for signature guarantee) The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"), guarantees (a) that the above named person(s) "own(s)" the Depositary Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) that such tender of Depositary Shares complies with Rule 14e-4 and (c) to deliver to the Depositary either the depositary receipts representing the Depositary Shares tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of the Depositary Shares tendered hereby into the account of the Depositary at The Depository Trust Company, in any case together with a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof), with any required signature guarantees (or an Agent's Message (as defined in the Offer to Purchase)) and any other required documents within three New York Stock Exchange ("NYSE") trading days after the Expiration Date. A NYSE trading day is any day on which the NYSE is open for business. ...................................... (Name of Firm) ...................................... (Authorized Signature) ...................................... (Name) ...................................... (Address) ...................................... (Zip Code) Dated: ........................ ...................................... (Area Code and Telephone No.) DO NOT SEND DEPOSITARY RECEIPTS WITH THIS FORM. YOUR DEPOSITARY RECEIPTS MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 2 EX-99.H 9 LETTER TO SHAREHOLDERS 1 [FORD LOGO] Ford Motor Company The American Road Dearborn, Michigan 48121-1899 January 22, 1998 Dear Shareholder: Ford Motor Company is offering to purchase at $31.40 per Depositary Share any and all outstanding Depositary Shares, each representing 1/2,000 of a share of Ford's Series B Cumulative Preferred Stock. This tender offer makes good economic sense for Ford, given its current financial condition and the current market price of the Depositary Shares. It also gives shareholders the opportunity to sell their Depositary Shares at a premium over the market price prevailing prior to the announcement of this offer. Ford, its Board of Directors and its executive officers make no recommendation as to whether you should tender your Depositary Shares. That's your decision. I encourage you to read the enclosed Offer to Purchase before deciding. If you choose to participate in the offer, please follow the instructions in the enclosed materials. If you have any questions, please call the Information Agent or the Dealer Manager at the phone numbers on the back cover of the enclosed Offer to Purchase. Thank you. Very truly yours, /s/ ALEX TROTMAN Alex Trotman Chairman of the Board of Directors, President and Chief Executive Officer cc: First Chicago Trust Company of New York, Depositary for Series B Cumulative Preferred Stock EX-99.I 10 GUIDELINES TO FORM W-9 1 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF -- - ------------------------- ----------------- 1. An individual's The individual account 2. Two or more The actual owner of the individuals (joint account or, if combined account) funds, the first individual on the account(1) 3. Custodian account of The minor(2) a minor (Uniform Gift to Minors Act) 4. a. The usual The grantor-trustee(1) revocable savings trust (grantor is also trustee) b. So-called trust The actual owner(1) account that is not a legal or valid trust under state law 5. Sole proprietorship The owner(3) 6. A valid trust, The legal entity (Do not estate, or pension furnish the identifying trust number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF -- - ------------------------- ----------------- 7. Corporate account The corporation 8. Religious, The organization charitable, or educational organization account 9. Partnership account The partnership 10. Association, club, or The organization other tax-exempt organization 11. A broker or The broker or nominee registered nominee 12. Account with the The public entity Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
- --------------- (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) Show your individual name. You may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number. (4) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed. 2 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 NOTE: SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE UNLESS OTHERWISE NOTED. PAGE 2 OBTAINING A NUMBER If you do not have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisors Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation (other than certain hospitals described in Regulations section 1.6041-3(c)) that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends. (1) An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2). (2) The United States or any of its agencies or instru-mentalities. (3) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (4) A foreign government or any of its political subdivisions, agencies or instrumentalities. (5) An international organization or any of its agencies or instrumentalities. (6) A corporation. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividends and patronage dividends that generally are exempt from backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations. - Section 404(k) payments made by an ESOP. Payments of interest that generally are exempt from backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payor. - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - Payments described in section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under section 1451. - Payments made by certain foreign organizations. - Payments of mortgage interest to you. Exempt payees described above should file substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS). Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations promulgated thereunder. PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must generally withhold 31% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.J 11 SUMMARY INSTRUCTIONS 1 SUMMARY INSTRUCTIONS FOR PARTICIPATION IN TENDER OFFER 1. CHECK CONTENTS OF PACKAGE. Before proceeding, please ensure that this package contains the following materials: - Letter from Alex Trotman, Chairman of the Board of Directors, President and Chief Executive Officer of Ford Motor Company - Offer to Purchase dated January 22, 1998 - Letter of Transmittal (printed on blue paper) bearing a pre-printed label with your account number and address (accompanied by Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9 (printed on white paper)) - Notice of Guaranteed Delivery (printed on gray paper) - Return envelope addressed to First Chicago Trust Company of New York, the Depositary for the Offer 2. REVIEW MATERIALS CAREFULLY BEFORE DECIDING TO TENDER. Please review all enclosed materials carefully before deciding to participate in the Offer. If your Depositary Shares are held by a broker or bank for your account and you decide to participate, you must contact your broker or bank and instruct them to tender your Depositary Shares on your behalf. (If you have so instructed your bank or broker, you do not need to proceed with instructions 3 and 4 below.) If your Depositary Shares are registered in your name and you decide to participate, you must continue with instruction 3 and 4 below. 3. COMPLETE THE LETTER OF TRANSMITTAL. You must do the following to complete the Letter of Transmittal: - Read the body of the transmittal letter and the "Instructions" on pages 1-4. - Complete the box entitled "Description of Depositary Shares Tendered" (page 5) - Complete, sign and date the box entitled "Sign Here" (page 7) - Complete, sign and date the "Substitute Form W-9" and, if applicable, the box entitled "Certificate of Awaiting Taxpayer Identification Number" (page 8) - Some portions of the Letter of Transmittal should only be completed if applicable: - If you cannot deliver your depositary receipt(s) to the Depositary before the Expiration Date, an Eligible Institution (as defined in instruction 1 in the Letter of Transmittal) must guarantee delivery of your Depositary Shares. The Eligible Institution must complete the box entitled "Guaranteed Delivery" on page 5 and submit the separate document entitled "Notice of Guaranteed Delivery". - If your tender has been solicited by a Soliciting Dealer, the name of the firm and the name of the individual broker or financial consultant should be identified in the box entitled "Solicited Tenders" on page 6. - If you would like any of your tendered but unpurchased Depositary Shares, or the check for your purchased Depositary Shares, to be issued in the name of someone other than the current holder or to be mailed to someone other than the current holder (or to the current holder at an address other than that shown following their signature), complete, as applicable, the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" on page 6. 4. MAIL UNSIGNED DEPOSITARY SHARE RECEIPTS AND SIGNED LETTER OF TRANSMITTAL TO THE DEPOSITARY. Send the Letter of Transmittal together with your depositary receipt(s) representing the Depositary Shares to First Chicago Trust Company of New York, the Depositary, at the mailing address shown on the Letter of Transmittal. (For your convenience, a return envelope is included in this package.) Use of registered mail is recommended. If you choose to use a courier service, use the overnight courier address shown on the Letter of Transmittal. (Eligible Institutions may tender by book-entry transfer. See instruction 2 in the Letter of Transmittal and the box entitled "Book-Entry Transfer".) IF YOU HAVE ANY QUESTIONS, HAVE NOT RECEIVED THE LETTER OF TRANSMITTAL OR OTHER DOCUMENTS PERTAINING TO THE OFFER, OR NEED OTHER ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT: GEORGESON & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW YORK 10005, (800) 223-2064 (TOLL FREE). EX-99.K 12 MARKETING MEMORANDUM 1 [MERRILL LYNCH LETTERHEAD] ================================================================================ M.L. DEALER MANAGER ATTENTION: REGIONAL MANAGERS SALES MANAGERS FINANCIAL CONSULTANTS JANUARY 22, 1998 [FORD LOGO] FORD MOTOR COMPANY OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING DEPOSITARY SHARES (CUSIP 345370 40 7), EACH REPRESENTING 1/2,000 OF A SHARE OF ITS SERIES B CUMULATIVE PREFERRED STOCK, AT $31.40 PER DEPOSITARY SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998, UNLESS THE OFFER IS EXTENDED. MERRILL LYNCH'S FINAL DATE TO ENTER INSTRUCTIONS IS WEDNESDAY, FEBRUARY 25, 1998 (6:30 P.M., NEW YORK CITY TIME) SUMMARY HIGHLIGHTS - - HOLDERS OF THE DEPOSITARY SHARES SHOULD BE ADVISED OF THE FOLLOWING: FORD HAS AGREED TO PAY THE DEALER MANAGER, UPON ACCEPTANCE FOR PAYMENT OF DEPOSITARY SHARES PURSUANT TO THE OFFER, A FEE OF $0.125 PER DEPOSITARY SHARE PURCHASED IN THE OFFER. - - FORD WILL PAY TO EACH DESIGNATED SOLICITING DEALER (AS DEFINED IN THE OFFER TO PURCHASE) A SOLICITATION FEE OF $0.375 PER DEPOSITARY SHARE FOR ANY DEPOSITARY SHARES TENDERED, ACCEPTED FOR PAYMENT, AND PAID FOR PURSUANT TO THE OFFER (EXCEPT THAT FOR TRANSACTIONS EQUAL TO OR EXCEEDING 2,500 DEPOSITARY SHARES, FORD WILL PAY A SOLICITATION FEE OF $0.250 PER DEPOSITARY SHARE. A SOLICITING DEALER WILL NOT BE ENTITLED TO A SOLICITATION FEE FOR DEPOSITARY SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER. SEE SECTION 14. "FEES AND EXPENSES" IN THE OFFER TO PURCHASE. - - Ford is offering to purchase any and all of the outstanding Depository Shares at the purchase price per Depositary Share listed above, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal (which together constitute the "Offer"). Ford will purchase all Depositary Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. See Section 8. "Certain Conditions of the Offer" in the Offer to Purchase. - - The regular quarterly cash dividend of $0.515625 per Depositary Share for the first quarter of 1998, payable on March 2, 1998 to holders of record at the close of business on January 30, 1998, will be paid on Depositary Shares tendered and purchased by the Company, but no dividends will be paid in respect of such shares for any dividend period commencing on or after March 1, 1998. See Section 9. "Price Range of the Depositary Shares; Dividends" in the Offer to Purchase. - - Ford is making the Offer because it believes that, given its current financial condition (including its substantial current cash and cash equivalents position) and the current market price of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offer is economically attractive to the Company. See Section 1. "Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer" in the Offer to Purchase. - - The Offer for Depositary Shares is not conditioned upon any minimum number of Depositary Shares being tendered. See Section 8. "Certain Conditions of the Offer" in the Offer to Purchase. - - Tendered Depositary Shares may be withdrawn at any time until the Expiration Date of the Offer and, if not yet accepted for payment, may be withdrawn after 5:00 p.m. New York City time, on March 20, 1998. See Section 6. "Withdrawal Rights" in the Offer to Purchase. - - On January 21, 1998, the closing price per Depository Share as reported on the NYSE Composite Tape was $29.6875. FOR INTERNAL USE ONLY This memorandum relates to a Tender Offer. It is merely a summary for informational purposes for Merrill Lynch personnel; it should be read with and is qualified in its entirety by the Offering Document(s). Under no circumstances may a copy of this report be shown, quoted or given to any member of the public. Under no circumstances is it to be used or considered as a recommendation to buy or sell any security and is not to be used to solicit tenders of shares. All Financial Consultants should read the Offer to Purchase and the accompanying Letter of Transmittal before discussing the Tender Offer with Shareholders. -1- 2 SUMMARY This general summary is provided solely for the convenience of Merrill Lynch personnel and is qualified in its entirety by reference to the full text and more specific details contained in the Offer to Purchase and the related Letter of Transmittal and any amendments thereto. The Company............. Ford Motor Company The Depositary Shares... Depositary Shares, each representing 1/2,000 of a share of Series B Cumulative Preferred Stock, par value $1.00 per share, liquidation preference equal to $25 per Depositary Share, of the Company. Number of Depositary Shares Sought........... 20,326,463 (all of the Depositary Shares outstanding). Purchase Price.......... $31.40 per Depositary Share, net to the seller in cash. See Section 9. "Price Range of the Depositary Shares; Dividends" in the Offer to Purchase. Expiration Date of Offer................... Thursday, February 26, 1998, at 5:00 p.m., New York City time, unless extended. Merrill Lynch's final date to enter instructions is Wednesday, February 25, 1998, at 6:30 p.m., New York City Time. How to Tender Depositary Shares.................. See Section 5. "Procedure for Tendering Depositary Shares" in the Offer to Purchase. For further information, call the Information Agent or the Dealer Manager or consult your broker for assistance. Withdrawal Rights....... Tendered Depositary shares may be withdrawn at any time until the Expiration Date of the Offer and, if not yet accepted for payment, may be withdrawn after 5:00 p.m., New York City time, on March 20, 1998. See Section 6. "Withdrawal Rights" in the Offer to Purchase. Purpose of the Offer.... The Company is making the Offer because it believes that, given its current financial condition (including its substantial current cash and cash equivalents position) and the current market price of the Depositary Shares, the purchase of the Depositary Shares pursuant to the Offer is economically attractive to the Company. See Section 1. "Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer" in the Offer to Purchase. Market Price of Depositary Shares....... On January 21, 1998, the closing price per Depositary Share as reported on the NYSE Composite Tape was $29.6875. Shareholders are urged to obtain a current market quotation for the Depositary Shares. See Section 9. "Price Range of the Depositary Shares; Dividends" in the Offer to Purchase. Dividends............... The regular quarterly cash dividend of $0.515625 per Depositary Share for the first quarter of 1998, payable on March 2, 1998 to holders of record at the close of business on January 30, 1998, will be paid on Depositary Shares tendered and purchased by the Company, but no dividends will be paid in respect of such shares for any dividend period commencing on or after March 1, 1998. See Section 9. "Price Range of the Depositary Shares; Dividends" in the Offer to Purchase. Brokerage Commissions... Not payable by shareholders. -2- 3 Solicitation Fee........ The Company will pay to each designated Soliciting Dealer (as defined in the Offer to Purchase) a solicitation fee of $0.375 per Depositary Share for any Depositary Shares tendered, accepted for payment, and paid for pursuant to the Offer (except that for transactions equal to or exceeding 2,500 Depositary Shares, the Company will pay a solicitation fee of $0.250 per Depositary Share of which eighty percent (80%) shall be paid to the Dealer Manager and twenty percent (20%) to the designated Soliciting Dealer (which may be the Dealer Manager)). A Soliciting Dealer will not be entitled to a solicitation fee for Depositary Shares beneficially owned by it, as well as in certain other circumstances. See Section 14. "Fees and Expenses" in the Offer to Purchase. Holders of the Depositary Shares should be advised of the following: Ford has agreed to pay the Dealer Manager, upon acceptance for payment of Depositary Shares pursuant to the Offer, a fee of $0.125 per Depositary Share purchased in the Offer. Stock Transfer Tax...... The Company will pay any applicable stock transfer taxes, except as provided in Instruction 6 of the Letter of Transmittal. Payment Date............ As soon as practicable after the Expiration Date of the Offer. Further Information..... Additional copies of the Offer to Purchase and the Letter of Transmittal may be obtained by contacting Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005 Tel: (800) 223-2064 (toll free); Banks and Brokers may call collect (212) 440-9800. Questions about the Offer should be directed to Merrill Lynch & Co. (toll-free) at (888)ML4-TNDR ((888) 654-8637). CERTAIN FEDERAL INCOME TAX CONSEQUENCES Sales of Depositary Shares by shareholders pursuant to the Offer will be taxable transactions. In the case of a shareholder who actually or constructively owns solely Depositary Shares, or not more than one percent of such stock and not more than one percent of any other class of stock of the Company, gain or loss will be recognized in an amount equal to the difference between the amount of cash received by the shareholder pursuant to the Offer and the shareholder's tax basis in the Depositary Shares sold pursuant to the Offer, and will be capital gain or loss if the Depositary Shares are held as capital assets. The net amount of such capital gain recognized by an individual shareholder generally will be subject to tax at a maximum rate of (i) 28%, provided that the Depositary Share is held for more than one year but not more than 18 months, and (ii) 20%, provided that the Depositary Share is held for more than 18 months. Generally, lower maximum rates apply to shareholders in lower tax brackets. Holders of Depositary Shares who actually or constructively own more than one percent of any other class of stock of the Company are advised to consult their tax advisors as to the income tax consequences of selling Depositary Shares pursuant to the Offer. FEDERAL BACKUP WITHHOLDING Unless an exemption applies under the applicable law and regulations concerning "backup withholding" of Federal income tax, the Depositary will be required to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a shareholder or other payee pursuant to the Offer unless the Shareholder or other payee provides such person's tax identification number (social security number or employer identification number) and certifies that such number is correct. Each tendering shareholder, other than a noncorporate foreign shareholder, should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal, so as to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is proved in a manner satisfactory to the Company and the Depositary. Noncorporate foreign shareholders should generally complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the proper information is submitted to the Internal Revenue Service. -3- 4 CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY AFTER THE OFFER See the Offer to Purchase for a complete discussion in "Certain Effects of the Offer; Plans of the Company After the Offer." The credit ratings of the Series B Preferred Stock by Moody's Investors Service ("Moody's") and Standard & Poor's Rating Group ("S&P") are "a2" and "A-", respectively. On January 5, 1998, Moody's confirmed such credit rating and changed its outlook for the Company from "stable" to "negative". There can be no assurance that the ratings of the Company's preferred stock will not be lowered by one or both of these or other rating agencies during or following the Offer. The purchase of Depository Shares pursuant to the Offer will reduce the number of holders of Depositary Shares and the number of Depositary Shares that might otherwise trade publicly, and, depending upon the number of Depositary Shares so purchased, could adversely affect the liquidity and market value of the remaining Depositary Shares held by the public. Depending upon the number of Depositary Shares purchased pursuant to the Offer, the Depositary Shares may no longer meet the requirements of the NYSE for continued listing. As of January 21, 1998, there were 20,326,463 issued and outstanding Depositary Shares. According to the NYSE's published guidelines, the NYSE would consider delisting the Depositary Shares if, among other things, the number of publicly held Depositary Shares should fall below 100,000 or the aggregate market value of publicly held Depositary Shares should fall below $2,000,000. If, as a result of the purchase of Depositary Shares pursuant to the Offer or otherwise, the Depositary Shares no longer meet the requirements of the NYSE for continued listing and the listing of the Depositary Shares is discontinued, the market for the Depositary Shares could be adversely affected. In the event of the delisting of the Depositary Shares by the NYSE, it is possible that the Depositary Shares would continue to trade on another securities exchange or in the over-the-counter market and that price quotations would be reported by such exchange, by the NASD through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or by other sources. The extent of the public market for the Depositary Shares and the availability of such quotations would, however, depend upon such factors as the number of shareholders remaining at such time, the interest in maintaining a market in the Depositary Shares on the part of securities firms, the possible termination of registration under the Securities Exchange Act of 1934 (the "Exchange Act") as described below, and other factors. The Depositary Shares are presently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. If the Depositary Shares remain listed on the NYSE, they will continue to be "margin securities." If the Depositary Shares were delisted, depending upon factors similar to those described above, they might no longer constitute "margin securities" for purposes of the margin regulations of the Board of Governors of the Federal Reserve System, and, therefore, could no longer be used as collateral for loans made by brokers. The Depositary Shares are currently registered under the Exchange Act. Registration of the Depositary Shares under the Exchange Act may be terminated upon application of the Company to the Securities and Exchange Commission if the Depositary Shares are neither held by 300 or more holders of record nor listed on a national securities exchange. Termination of registration of the Depositary Shares under the Exchange Act would make certain provisions of the Exchange Act, such as the requirements of Rule 13e-3 thereunder with respect to "going private" transactions, no longer applicable in respect of the Depositary Shares. If registration of the Depositary Shares under the Exchange Act were terminated, the Depositary Shares would no longer be "margin securities" or be eligible for NASDAQ reporting. All Depositary Shares purchased by the Company pursuant to the Offer will be exchanged by the Company for the related Series B Preferred Stock which will in turn be retired, cancelled and thereafter returned to the status of authorized but unissued shares of the Company's preferred stock. Any share of Series B Preferred Stock (and the corresponding Depositary Shares) remaining outstanding after the Offer will continue to be redeemable at the option of the Company on and after December 1, 2002. Upon liquidation or dissolution of the Company, holders of the Series B Preferred Stock are entitled to receive a liquidation preference of $50,000 per share of Series B Preferred Stock (equal to $25 per Depositary Share), plus an amount equal to accrued and unpaid dividends thereon to the date or payment, prior to the payment of any amounts to the holders of the Company's Common and Class B Stock. THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S DEPOSITARY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST DECIDE WHETHER TO TENDER DEPOSITARY SHARES AND, IF SO, HOW MANY DEPOSITARY SHARES TO TENDER. -4- 5 REORGANIZATION ORDER ENTRY SUMMARY PAGE Outlined below is the Merrill Lynch Security Number and related Reorg Plan Symbol to be utilized in the Ford Motor Company Offering: ISSUE DESCRIPTION M.L. SECURITY # REORG PLAN SYMBOL - ------------------------------------------ --------------- ----------------- Depositary Shares representing 1/2000 of a Series B Cumulative Pfd Stock 275W7 X00019 MERRILL LYNCH'S FINAL DATE TO ENTER INSTRUCTIONS WILL BE ON WEDNESDAY, FEBRUARY 25, 1998 (6:30 P.M., NEW YORK CITY TIME) -5- 6 ORDER ENTRY PROCEDURES FOR TENDERING Ford Motor Company The offer outlined is eligible for "on-line" order entry and can be accessed via the Bridge System. To enter instructions to participate in the offer, please follow these steps: To obtain direct access to the Order Entry Screen - enter OEE in the function field and REO in the select field. The following formatted screen will appear - - please fill in the appropriate fields indicated. REORGANIZATION ORDER ENTRY SECURITY NBR: 275W7 QTY: (# of shs to be tendered) PLAN SYMBOL: X00019 PRICE: (does not apply) PRORATION QTY: (does not apply) ACCT #: (CUSTOMER ACCOUNT) FC #: ???? CONDITION * CONDITION DATE * P&S: (does not apply) TRANSFER ACCT: CFM QTY: ( REPEAT QTY OF SHS) ORDER READ TO CUST Y/N: Y Upon completion of the screen, hit ENTER - the system will edit the instruction on-line and highlight any problems with the instruction. Once reviewed and accepted, enter OK in the action field and hit ENTER to input your instruction. All instructions, once input can be viewed on OIF. * The CONDITION and COND DATE fields are to be used when Ford shares are being deposited and are not currently long in the account. To enter instructions on the condition that the securities are being deposited, enter DEP in the condition field, and the DATE (MMDDYY) in the con date field. NOTE: IN ADDITION, THE ABOVE FORMATTED SCREEN CAN BE ACCESSED WHILE REVIEWING THE CASHIERS MEMO IN THE RCI FUNCTION BY ENTERING OE IN THE ACTION FIELD. -6- 7 ORDER ENTRY INSTRUCTION FOR SHARES BEING DEPOSITED WITH MERRILL LYNCH REORGANIZATION ORDER ENTRY SECURITY NBR : 275W7 QTY : (# of shs to be tendered) PLAN SYMBOL : X00019 PRICE: (does not apply) PRORATION QTY : (does not apply) ACCT #: (customer account) FC # : ???? CONDITION : DEP CONDITION DATE : MMDDYY P&S: (does not apply) TRANSFER ACCT : CFM QTY : ( repeat qty of shs to be tendered) ORDER READ TO CUST Y/N : Y FOR THOSE OFFICES UNABLE TO ACCESS THE OEE (AUTOMATED ORDER ENTRY), YOU MAY ENTER A FORMATTED INSTRUCTION ON A CODE 18 TO WIRECALL - TND - BY FILLING IN A SELL ORDER LIKE THE ONE SHOWN [CHART] -7- 8 INFORMATION SOURCES ------------------- Questions about the Offer and Tender procedures should be directed to: TAXABLE DEBT MARKETING Eastern Sales Division (212) 449-5984 Western Sales Division (212) 449-5981 Central Sales Division (212) 449-5993 See PRI PFD/15 DEBT CAPITAL MARKETS/LIABILITY MANAGEMENT/INVESTMENT BANKING Joseph Lance (212) 449-4908 Susan Weinberg (212) 449-4914 John Fallon (212) 449-7668 Jim Cooney (212) 449-9719 Toll Free (888) ML4-TNDR or (888) 654-8637 Questions regarding Order Entry procedures please call: Reorganization Department (201) 557-2152 For current update, see: RCI_REORG/275W7 -8- -----END PRIVACY-ENHANCED MESSAGE-----