Attached files
file | filename |
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EX-5.1 - EX-5.1 - FORD MOTOR CO | k49092exv5w1.htm |
EX-1.1 - EX-1.1 - FORD MOTOR CO | k49092exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2010
Ford Motor Company
(Exact name of registrant as specified in its charter)
Delaware | 1-3950 | 38-0549190 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
incorporation) | Number) |
One American Road | ||
Dearborn, Michigan | 48126 | |
(Address of principal executive offices) | (Zip Code) |
(313) 322-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
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))
Item 8.01. Other Events.
On April 6, 2010, UAW Retiree Medical Benefits Trust (the UAW VEBA) sold 362,391,305
warrants, each of which represents the right to purchase one share of common stock (subject to the
settlement conditions of such Warrants), par value $.01 per share (Common Stock), of Ford Motor
Company (the Company) at an exercise price of $9.20 per share (the Warrants). The offer and
sale of the Warrants was made pursuant to the Companys effective registration statement on Form
S-3 (Registration Statement No. 333-151355) previously filed with the Securities and Exchange
Commission (the Registration Statement).
The offering price for the Warrants, which expire January 1, 2013, was $5.00 per warrant and
resulted in aggregate net proceeds to the UAW VEBA of $1.78 billion. The Company received no
proceeds from the offering.
In connection with the offering described above, the Company entered into an Amended and
Restated Warrant Agreement dated as of April 6, 2010 (the Amended Warrant Agreement) between the
Company and Computershare Trust Company, N.A., as Warrant Agent, that amended the Warrant Agreement
dated as of December 11, 2009. The Amended Warrant Agreement, among other things, provides for net
share settlement as the only permitted settlement method thereby eliminating full physical
settlement as an option and eliminates certain of the transfer restrictions with respect to
Warrants and shares of Common Stock received upon exercise of the Warrants purchased in a public
offering.
A copy of the Underwriting Agreement pursuant to which the Warrants were sold is filed as
Exhibit 1.1 to this Report and a copy of the opinion of Peter J. Sherry, Jr., counsel to the
Company, relating to the legality of the Warrants, is filed as Exhibit 5.1 to this Report.
The Company incorporates by reference the exhibits filed herewith into the Registration
Statement, pursuant to which the Warrants were registered.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | Method of Filing | ||
1.1
|
Underwriting Agreement dated as of March 30, 2010 between the Company and Deutsche Bank Securities Inc., Goldman, Sachs & Co., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and RBS Securities Inc. | Filed with this Report | ||
4.1
|
Form of Amended and Restated Warrant Agreement dated as of April 6, 2010 between the Company and Computershare Trust Company, N.A., as Warrant Agent | Incorporated by Reference to Registration Statement on Form 8-A filed on March 29, 2010 | ||
5.1
|
Opinion of Peter Sherry, Jr., Associate General Counsel and Secretary of the Company, as to the legality of the Warrants | Filed with this Report | ||
23.1
|
Consent of Peter J. Sherry Jr. (included in Exhibit 5.1) | Filed with this Report |
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: April 6, 2010 | FORD MOTOR COMPANY |
|||
By: | /s/ Louis J. Ghilardi | |||
Name: | Louis J. Ghilardi, | |||
Title: | Assistant Secretary |
EXHIBIT INDEX
Exhibit No. | Description | Method of Filing | ||
1.1
|
Underwriting Agreement dated as of March 30, 2010 between the Company and Deutsche Bank Securities Inc., Goldman, Sachs & Co., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and RBS Securities Inc. | Filed with this Report | ||
4.1
|
Form of Amended and Restated Warrant Agreement dated as of April 6, 2010 between the Company and Computershare Trust Company, N.A., as Warrant Agent | Incorporated by Reference to Registration Statement on Form 8-A filed on March 29, 2010 | ||
5.1
|
Opinion of Peter Sherry, Jr., Associate General Counsel and Secretary of the Company, as to the legality of the Warrants | Filed with this Report | ||
23.1
|
Consent of Peter J. Sherry Jr. (included in Exhibit 5.1) | Filed with this Report |