Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
1998 Long-Term Incentive Plan
(Full Title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
One American Road
Dearborn, Michigan 48126-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of Proposed aggregate offering
securities to be Amount to be registered maximum offering price (e) Amount of
registered price per share (b),(d) registration fee (f)
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 1,829,717 (a) $27.7980 (b) _____ _____
$.01 par value shares
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 2,750,000 (c) $29.0400 (d) _____ _____
$.01 par value shares
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
$130,722,473.17 (e) $32,680.62 (f)
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(a) The number of shares being registered includes 1,829,717 shares of Common
Stock of the Company (a) 1,580,025 of which are subject to options granted
under the 1998 Long-Term Incentive Plan (the "Plan") and 249,692 of which
relate to options granted under The Hertz Corporation Long-Term Equity
Contribution Plan and converted to these options subject to the Common
Stock of the Company as a result of the merger of Ford FSGII, Inc. with and
into The Hertz Corporation.
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(b) Based on the volume-weighted average option price of (a) 1,580,025 shares
of Common Stock of the Company subject to options granted under the Plan
and outstanding on March 22, 2001, with an option price of $27.42 and (b)
249,692 shares of Common Stock subject to options granted under the Plan
and outstanding on March 22, 2001, with an option price of $30.19 in
accordance with Rule 457(h) under the Securities Act of 1933.
(c) The number of shares being registered includes 2,750,000 shares of Common
Stock of the Company issued or to be issued as awards to participants under
the Plan.
(d) Based on the market price of Common Stock of the Company on March 21, 2001,
in accordance with Rule 457(c) under the Securities Act of 1933.
(e) This amount is the sum of (a) the aggregate option price of 1,829,717
shares of Common Stock of the Company subject to options granted under the
Plan and outstanding on March 22, 2001, with a volume-weighted average
option price of $27.7980, in accordance with Rule 457(h) under the
Securities Act of 1933, and (b) the assumed aggregate offering price of the
remaining 2,750,000 shares of Common Stock being registered, based on the
market price of Common Stock of the Company on March 21, 2001, in
accordance with Rule 457(c) under the Securities Act of 1933.
(f) This amount is based on the proposed maximum aggregate offering price of
$130,722,473.17. See note (e).
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1998 Long-Term Incentive Plan
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement Nos. 333-37542, 333-70447 and
333-52399 are incorporated herein by reference.
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
Exhibit 10-W to Ford's Annual Report on Form 10-K for the
year ended December 31, 1997 and incorporated herein by
reference.
Exhibit 4.2 - Amendment to 1998 Long-Term Incentive Plan, effective as of
January 1, 1999. Filed as Exhibit 10-U-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 4.3 - Amendment to 1998 Long-Term Incentive Plan, effective as of
March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 5 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No.333-37396 and incorporated
herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed as Exhibit
24.2 to Registration Statement No.333-56660 and incorporated
herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No.333-37396 and incorporated
herein by reference.
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The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 26th day of
March, 2001.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
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(William Clay Ford, Jr.)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
William Clay Ford, Jr.* Director, Chairman of the
----------------------------- Board and Chairman of the
(William Clay Ford, Jr.) Environmental and Public
Policy Committee, the Finance
Committee and the Nominating
and Governance Committee
Jacques Nasser* Director and President
----------------------------- and Chief Executive Officer
(Jacques Nasser) (principal executive officer)
John R. H. Bond* Director March 26, 2001
-----------------------------
(John R. H. Bond)
Michael D. Dingman* Director and
----------------------------- Chairman of the
(Michael D. Dingman) Compensation
Committee
Edsel B. Ford II* Director
-----------------------------
(Edsel B. Ford II)
William Clay Ford* Director
-----------------------------
(William Clay Ford)
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Signature Title Date
--------- ----- ----
Irvine O. Hockaday, Jr.* Director and
----------------------------- Chairman of the
(Irvine O. Hockaday, Jr.) Audit Committee
Marie-Josee Kravis* Director
-----------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director
-----------------------------
(Ellen R. Marram)
Homer A Neal* Director
-----------------------------
(Homer A. Neal)
Jorma Ollila* Director March 26, 2001
-----------------------------
(Jorma Ollila)
Carl E. Reichardt* Director
-----------------------------
(Carl E. Reichardt)
Robert E. Rubin* Director
-----------------------------
(Robert E. Rubin)
John L. Thornton* Director
-----------------------------
(John L. Thornton)
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Signature Title Date
--------- ----- ----
Henry D. G. Wallace* Group Vice President and
----------------------------- Chief Financial Officer
(Henry D. G. Wallace) (principal financial officer)
Lloyd E. Hansen* Vice President and
----------------------------- Controller
(Lloyd E. Hansen) (principal accounting officer)
*By:/s/K. S. Lamping
-------------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
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Exhibit 4.1 - Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
Exhibit 10-W to Ford's Annual Report on Form 10-K for the
year ended December 31, 1997 and incorporated herein by
reference.
Exhibit 4.2 - Amendment to 1998 Long-Term Incentive Plan, effective as of
January 1, 1999. Filed as Exhibit 10-U-1 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 4.3 - Amendment to 1998 Long-Term Incentive Plan, effective as of
March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 5 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No.333-37396 and incorporated
herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed as Exhibit
24.2 to Registration Statement No.333-56660 and incorporated
herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No.333-37396 and incorporated
herein by reference.