Attached files
file | filename |
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EX-5.1 - EXHIBIT 5.1 - FORD MOTOR CO | ex5_1.htm |
EX-4.1 - EXHIBIT 4.1 - FORD MOTOR CO | ex4_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: November 6,
2009
(Date of
earliest event reported)
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
1-3950
|
38-0549190
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
One American Road, Dearborn,
Michigan
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48126
|
|
(Address
of principal executive offices)
|
(Zip
Code)
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Registrant's
telephone number, including area code 313-322-3000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On November 3, 2009 Ford Motor Company
("Ford") announced that it had agreed to sell $2,500,000,000 in aggregate
principal amount of its 4.25% Senior Convertible Notes due November 15, 2016
(the "Notes") in a public offering (the "Offering"). On November 3,
2009, Ford also granted to the underwriters for the Offering a 30-day option to
purchase up to an additional $375,000,000 in aggregate principal amount of the
Notes to cover over-allotments.
On November 6, 2009, the underwriters
exercised their option in full to purchase an additional $375,000,000 in
principal amount of the Notes.
On November 9, 2009, Ford settled the
Offering comprising a total of $2,875,000,000 principal amount of the
Notes. Net proceeds to Ford from the Offering totaled $2,810,312,500
and are expected to be used for general corporate purposes.
The Notes will pay interest
semiannually at a rate of 4.25% per annum. The Notes will be convertible, under
certain circumstances, into shares of Ford Common Stock, based on a conversion
rate (subject to adjustment) of 107.5269 shares per $1,000 principal amount
of Notes (which is equal to a conversion price of approximately $9.30 per share,
representing a 25% conversion premium based on the closing price of $7.44 per
share on November 3, 2009).
This description of the Notes is
qualified in its entirety by the terms of the Third Supplemental Indenture which
is filed as Exhibit 4.1 hereto and is incorporated herein by
reference.
Item
9.01. Financial Statements and
Exhibits.
|
(d)
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Exhibits.
|
Exhibit
No.
|
Description
|
||
4.1
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Third
Supplemental Indenture, dated as of November 9, 2009, between Ford Motor
Company and The Bank of New York Mellon, as trustee
|
Filed
with this Report
|
|
5.1
|
Opinion
of Peter J. Sherry, Jr., Associate General Counsel and Secretary of the
Company, as to the legality of the convertible debt
securities
|
Filed
with this Report
|
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23
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Consent
of Peter J. Sherry, Jr. (included in Exhibit 5.1)
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Filed
with this Report
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
November 9, 2009
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FORD
MOTOR COMPANY
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By:
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/s/ Louis J. Ghilardi
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Name: Louis
J. Ghilardi,
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||
Title: Assistant
Secretary
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EXHIBIT
INDEX
Exhibit
No.
|
Description
|
Third
Supplemental Indenture, dated as of November 9, 2009, between Ford Motor
Company and The Bank of New York Mellon, as trustee
|
|
Opinion
of Peter J. Sherry, Jr., Associate General Counsel and Secretary of the
Company, as to the legality of the convertible debt
securities
|
|
23
|
Consent
of Peter J. Sherry, Jr. (included in Exhibit
5.1)
|