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)
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(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 maximum offering price (b) Amount of
registered registered (a) price per share (b) registration fee
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 75,000,000
$.01 par value shares $8.7150 $653,625,000.00 $66,133.50
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(a) The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by
Fidelity Management Trust Company, as trustee under the Master Trust
established as of September 30, 1995, as amended, and as trustee under the
Plan, during 2002 and during subsequent years until a new Registration
Statement becomes effective.
(b) Based on the market price of Common Stock of the Company on November 15,
2002, in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
2
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
----------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-72476, 333-61882,
333-40258, 333-38580, 333-37396, 333-86127, 333-58695, 333-49545, 333-47443,
333-28181, 33-64607, 33-54735, 33-54275, 33-50194, 33-36061, 33-14951 and
2-95020 are incorporated herein by reference.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit 4.1 - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended and restated effective
September 1, 2001). Filed as Exhibit 4.1 to Registration
Statement No. 333-72476 and incorporated herein by reference.
Exhibit 4.2 - Summary of amendments to the Ford Motor Company Savings and
Stock Investment Plan for Salaried Employees adopted on
November 8, 2001. Filed with this Registration Statement.
Exhibit 4.3 - Summary of amendment to the Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees adopted on
December 13, 2001. Filed with this Registration Statement.
Exhibit 4.4 - Summary of amendments to the Ford Motor Company Savings and
Stock Investment Plan for Salaried Employees adopted on
February 11, 2002. Filed with this Registration Statement.
Exhibit 4.5 - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by reference.
Exhibit 4.6 - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.7 - Copy of Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.F to Registration
Statement No. 333-58695 and incorporated herein by reference.
3
Exhibit 4.8 - Summary of amendments dated April 1, 2002 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed with this Registration
Statement.
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 - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement
No. 333-28181 and incorporated herein by reference.
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. 333-87990 and Exhibit 24.2 to
Registration Statement No. 333-100910 and incorporated herein
by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.2 to Registration Statement No. 333-87990 and incorporated
herein by reference.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan 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 18th day of November, 2002.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/Charles Corbett
------------------------------------
Charles Corbett, Chairperson
Savings and Stock Investment Plan Committee
5
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 18th day of
November, 2002.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
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(William Clay Ford, Jr.)
Chairman and Chief Executive Officer
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, Chairman of the Board and
William Clay Ford, Jr.* Chief Executive Officer and Chair
----------------------------- of the Environmental and Public Policy
(William Clay Ford, Jr.) Committee and the Nominating and
Governance Committee
John R. H. Bond* Director
-----------------------------
(John R. H. Bond)
Edsel B. Ford II* Director November 18, 2002
-----------------------------
(Edsel B. Ford II)
William Clay Ford* Director
-----------------------------
(William Clay Ford)
Irvine O. Hockaday, Jr.* Director and Chair of
---------------------------- the Audit Committee
(Irvine O. Hockaday, Jr.)
6
Signature Title Date
--------- ----- ----
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 November 18, 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)
John L. Thornton* Director
-----------------------------
(John L. Thornton)
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Signature Title Date
--------- ----- ----
Allan D. Gilmour* Vice Chairman and
----------------------------- Chief Financial Officer
(Allan D. Gilmour) (principal financial officer)
Donat R. Leclair* Vice President and Controller
------------------------------ (principal accounting officer)
(Donat R. Leclair)
*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)
-------------
Exhibit 4.1 - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended and restated effective
September 1, 2001). Filed as Exhibit 4.1 to Registration
Statement No. 333-72476 and incorporated herein by reference.
Exhibit 4.2 - Summary of amendments to the Ford Motor Company Savings and
Stock Investment Plan for Salaried Employees adopted on
November 8, 2001. Filed with this Registration Statement.
Exhibit 4.3 - Summary of amendment to the Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees adopted on
December 13, 2001. Filed with this Registration Statement.
Exhibit 4.4 - Summary of amendments to the Ford Motor Company Savings and
Stock Investment Plan for Salaried Employees adopted on
February 11, 2002. Filed with this Registration Statement.
Exhibit 4.5 - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by reference.
Exhibit 4.6 - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.7 - Copy of Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.F to Registration
Statement No. 333-58695 and incorporated herein by reference.
Exhibit 4.8 - Summary of amendments dated April 1, 2002 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed with this Registration
Statement.
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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 - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement
No. 333-28181 and incorporated herein by reference.
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. 333-87990 and Exhibit 24.2 to
Registration Statement No. 333-100910 and incorporated herein
by reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.2 to Registration Statement No. 333-87990 and incorporated
herein by reference.