Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plan)
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PETER J. SHERRY, Jr., 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)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be registered offering price per aggregate offering registration
be registered obligation price** fee
-------------------------- ------------------------ ------------------------ ------------------------ ----------------
Deferred Compensation
Obligations* $10,000,000 100% $10,000,000 $1,267
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* The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
** Estimated solely for the purpose of determining the registration fee.
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-104063, 333-85138,
333-56660, 333-31466, 333-74313, 333-65703, 333-47733, 333-20725 and 33-62227
are incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan as amended and
restated as of January 1, 2000, filed as Exhibit 10-R to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of April 12, 2000. Filed as Exhibit 4.2 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of June 1, 2000. Filed as Exhibit 4.3 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of March 10, 2004. Filed as Exhibit 10-P-3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Managing 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 to Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Accountants. Filed with this
Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1
to Registration Statement No. 333-105674 and Exhibit 24.2 to
Registration Statement No. 333-110105 and incorporated herein by
reference.
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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. 333-105674 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 12th day of
March, 2004.
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
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Director, Chairman of the Board
William Clay Ford, Jr.* and Chief Executive Officer and
------------------------------ Chair of the Environmental and
(William Clay Ford, Jr.) Public Policy Committee
(principal executive officer)
John R. H. Bond* Director
------------------------------
(John R. H. Bond)
Stephen G. Butler Director March 12, 2004
------------------------------
(Stephen G. Butler)
Kimberly A. Casiano Director
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(Kimberly A. Casiano)
Edsel B. Ford II* Director
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(Edsel B. Ford II)
William Clay Ford* Director
------------------------------
(William Clay Ford)
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Signature Title Date
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Irvine O. Hockaday, Jr.* Director and Chair of
------------------------------ the Audit Committee
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director and Chair of the
------------------------------ Compensation Committee
(Marie-Josee Kravis)
Richard A. Manoogian* Director
------------------------------
(Richard A. Manoogian)
Ellen R. Marram* Director and Chair of the March 12, 2004
------------------------------ Nominating and Governance
(Ellen R. Marram) Committee
Homer A. Neal* Director
------------------------------
(Homer A. Neal)
Jorma Ollila* Director
------------------------------
(Jorma Ollila)
Carl E. Reichardt* Director and Chair of the
------------------------------ Finance Committee
(Carl E. Reichardt)
Robert E. Rubin* Director
------------------------------
(Robert E. Rubin)
Nicholas V. Scheele* Director and President and
------------------------------ Chief Operating Officer
(Nicholas V. Scheele)
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Signature Title Date
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John L. Thornton* Director
------------------------------
(John L. Thornton)
Vice President and
James C. Gouin* Controller
------------------------------ (principal accounting officer)
(James C. Gouin)
Group Vice President and
Donat R. Leclair* Chief Financial Officer March 12, 2004
------------------------------ (principal financial officer)
(Donat R. Leclair)
*By: /s/K. S. Lamping
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(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 Deferred Compensation Plan as amended and
restated as of January 1, 2000, filed as Exhibit 10-R to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference.
Exhibit 4.2 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of April 12, 2000. Filed as Exhibit 4.2 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 4.3 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of June 1, 2000. Filed as Exhibit 4.3 to
Registration Statement No. 333-56660 and incorporated herein by
reference.
Exhibit 4.4 - Amendment to Ford Motor Company Deferred Compensation Plan,
effective as of March 10, 2004. Filed as Exhibit 10-P-3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Managing 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 to Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Accountants. Filed with this
Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1
to Registration Statement No. 333-105674 and Exhibit 24.2 to
Registration Statement No. 333-110105 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. 333-105674 and incorporated
herein by reference.