Registration No. 333-
====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
-----------
BENEFIT EQUALIZATION PLAN
(Full title of the Plan)
-----------
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
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
Proposed maximum aggregate offering Amount of
Title of securities to Amount to be registered offering price per price** registration fee
be registered obligation
-------------------------- ------------------------ ------------------------ ------------------------ -----------------
Benefit Equalization
Plan Obligations* $9,000,000 100% $9,000,000 $2,250.00
========================== ======================== ======================== ======================== =================
* The Benefit Equalization Plan Obligations are unsecured obligations of Ford
Motor Company to pay compensation in the future in accordance with the terms
of the savings plan portion of the Ford Motor Company Benefit Equalization
Plan.
** Estimated solely for the purpose of determining the registration fee.
==============================================================================
-2-
FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN
----------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 333-02735 and 333-87619 are
incorporated herein by reference.
----------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4 - Ford Motor Company Benefit Equalization Plan, as amended
and restated as of December 18, 2000. Filed as Exhibit
10-F to Ford Motor Company's Annual Report on Form 10-K
for the year ended December 31, 2000, and incorporated
herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary
and Counsel of Ford Motor Company, with respect to the
legality of the securities being registered hereunder.
Filed with this Registration Statement.
Exhibit 5.2 - Opinion of Bonnie S. Gorichan, Counsel of Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974. Filed
with this Registration Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as
Exhibit 24.1 to Registration Statement 333-61882 and
incorporated herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as
Exhibit 24.2 to Registration Statement No. 333-61882 and
incorporated herein by reference.
-3-
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 11th day of
October, 2001.
FORD MOTOR COMPANY
By: Jacques Nasser*
----------------------------------------
(Jacques Nasser)
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Director, Chief Executive Officer
Jacques Nasser* and President
------------------------------ (principal executive officer)
(Jacques Nasser)
Director, Chairman of the Board
William Clay Ford, Jr.* of Directors, Chairman of the
------------------------------ Finance Committee, Chairman of
(William Clay Ford, Jr.) the Organization Review and
Nominating Committee and
Chairman of the Environmental
and Public Policy Committee
October 11, 2001
John R. H. Bond* Director
------------------------------
(John R. H. Bond)
Michael D. Dingman* Director and Chairman of the
------------------------------ Compensation Committee
(Michael D. Dingman)
Edsel B. Ford II* Director
------------------------------
(Edsel B. Ford II)
-4-
Signature Title Date
--------- ----- ----
William Clay Ford* Director
------------------------------
(William Clay Ford)
Irvine O. Hockaday, Jr.* Director and Chairman of
------------------------------ the Audit Committee
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
------------------------------
(Marie-Josee Kravis)
Richard A. Manoogian Director
------------------------------
(Richard A. Manoogian)
Ellen R. Marram* Director October 11, 2001
------------------------------
(Ellen R. Marram)
Homer A. Neal* Director
------------------------------
(Homer A. Neal)
Jorma Ollila* Director
------------------------------
(Jorma Ollila)
Carl E. Reichardt* Director
------------------------------
(Carl E. Reichardt)
Robert E. Rubin* Director
------------------------------
(Robert E. Rubin)
-5-
Signature Title Date
--------- ----- ----
John L. Thornton* Director
------------------------------
(John L. Thornton)
Group Vice President and
Chief Financial Officer
I. Martin Inglis* (principal financial officer)
------------------------------
(I. Martin Inglis)
Vice President and Controller
Lloyd E. Hansen* (principal accounting officer)
------------------------------
(Lloyd E. Hansen)
*By:/s/ K. S. Lamping
--------------------------
(K. S. Lamping,
Attorney-in-Fact)
-6-
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
-------------
Exhibit 4 - Ford Motor Company Benefit Equalization
Plan, as amended and restated as of
December 18, 2000. Filed as Exhibit 10-F
to Ford Motor Company's Annual Report
on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant
Secretary and Counsel of Ford Motor Company,
with respect to the legality of the securities being
registered hereunder. Filed with this Registration
Statement.
Exhibit 5.2 - Opinion of Bonnie S. Gorichan, Counsel of Ford
Motor Company, with respect to compliance
requirements of the Employee Retirement Income
Security Act of 1974. Filed with this Registration
Statement.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information.
Filed with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed
as Exhibit 24.1 to Registration Statement
No. 333-61882 and incorporated herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with
this Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as
Exhibit 24.2 to Registration Statement No. 333-61882
and incorporated herein by reference.