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 (I.R.S. Employee Identification No.)
of incorporation or organization)
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
========================== ======================== ======================== ======================== =======================
Proposed maximum
Title of Proposed aggregate offering
securities to be Amount to be registered maximum offering price (e) Amount of
registered (a),(c) price per share (b),(d) registration fee (f)
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 100,920,303 (a) $22.7335 (b) ______ ______
$.01 par value shares
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 1,686,800 (c) shares $16.07 (d) ______ ______
$.01 par value
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
$2,321,388,235.33 (e) $213,567.72 (f)
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(a) The number of shares being registered includes 100,920,303 shares of Common
Stock of the Company subject to options granted under the 1998 Long-Term
Incentive Plan (the "Plan").
(b) Based on the volume-weighted average option price of (a) 8,724,980 shares
of Common Stock of the Company subject to options granted under the Plan
and outstanding on May 6, 2002 with an option
price of $31.95, (b) 18,308,324 shares of Common Stock subject to options
granted under the Plan and outstanding on May 6, 2002 with an option price
of $22.73, (c) 26,350,049 shares of Common Stock subject to options granted
under the Plan and outstanding on May 6, 2002, with an option price of
$30.19, (d) 47,468,950 shares of Common Stock subject to options granted
under the Plan and outstanding on May 6, 2002 with an option price of
$16.91, and (e) 68,000 shares of Common Stock subject to options granted
under the Plan and outstanding on May 6, 2002 with an option price of
$17.09 in accordance with Rule 457(h) under the Securities Act of 1933.
(c) The number of shares registered includes 1,686,800 shares of Common Stock
of the Company subject to options to be granted under the Plan.
(d) Based on the market price of Common Stock of the Company on May 6, 2002, 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 100,920,303
shares of Common Stock of the Company subject to options granted under the
Plan and outstanding on May 6, 2002, with volume-weighted average option
price of $22.7335, in accordance with Rule 457(h) under the Securities Act
of 1933, and (b) the assumed aggregate option price of the remaining
1,686,800 shares of Common Stock being registered, based on the market
price of Common Stock of the Company of May 6, 2002 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
$2,321,388,235.33. See note (e).
1998 Long-Term Incentive Plan
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement Nos. 333-57598, 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 4.4 - Amendment to 1998 Long-Term Incentive Plan, effective as of
January 31, 2002. Filed as Exhibit 10-S-3 to Ford's Annual
Report on Form 10-K for the year ended December 31, 2001 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 with this
Registration Statement.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.
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 10th day of
May, 2002.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
-------------------------------
(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 Chief Executive Officer
(William Clay Ford, Jr.) and Chair of the
Environmental and Public
Policy Committee and the
Nominating and Governance
Committee
(principal executive officer)
John R. H. Bond* Director May 10, 2002
-------------------------------
(John R. H. Bond)
Edsel B. Ford II* Director
-------------------------------
(Edsel B. Ford II)
William Clay Ford* Director
-------------------------------
(William Clay Ford)
Signature Title Date
--------- ----- ----
Irvine O. Hockaday, Jr.* Director and
------------------------------- Chair of the
(Irvine O. Hockaday, Jr.) Audit Committee
Marie-Josee Kravis* Director and Chair
------------------------------- of the Compensation Committee
(Marie-Josee Kravis)
Richard A. Manoogian* Director
-------------------------------
(Richard A. Manoogian)
Ellen R. Marram* Director
-------------------------------
(Ellen R. Marram)
Homer A Neal* Director May 10, 2002
-------------------------------
(Homer A. Neal)
Jorma Ollila* Director
-------------------------------
(Jorma Ollila)
Carl E. Reichardt* Director, Chair of
------------------------------- the Finance Committee
(Carl E. Reichardt) and Vice Chairman
Robert E. Rubin* Director
-------------------------------
(Robert E. Rubin)
Nicholas V. Scheele* Director and President and
------------------------------- Chief Operating Officer
(Nicholas V. Scheele)
Signature Title Date
--------- ----- ----
John L. Thornton* Director
-------------------------------
(John L. Thornton)
I. Martin Inglis* Group Vice President and May 10, 2002
------------------------------- Chief Financial Officer
(I. Martin Inglis) (principal financial officer)
Don R. Leclair* Vice President and Controller
------------------------------- (principal accounting officer)
(Don R. Leclair)
*By: K. S. Lamping
--------------------------------
(K. S. Lamping)
Attorney-in-Fact
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 4.4 - Amendment to 1998 Long-Term Incentive Plan, effective as of
January 31, 2002. Filed as Exhibit 10-S-3 to Ford's Annual
Report on Form 10-K for the year ended December 31, 2001 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 with this
Registration Statement.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement.