form8k.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 (Date of earliest event reported): September 11,
2009
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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1-3950
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38-0549190
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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One
American Road
Dearborn,
Michigan 48126
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(Address
of Principal Executive Offices) (Zip Code)
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(313)
322-3000
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 – Registrant's Business and Operations
Section
3 – Securities and Trading Markets
Item
1.01. Entry into a Material Definitive Agreement
Item
3.03 Material Modification to Rights of Security Holders
On
September 11, 2009, Ford Motor Company (the "Company") entered into the Tax
Benefit Preservation Plan, dated September 11, 2009 (the "Plan"), between the
Company and Computershare Trust Company, N.A., as rights agent. Our
Board of Directors (the "Board") adopted the Plan in an effort to protect
stockholder value by attempting to protect against a possible limitation on our
ability to use net operating losses, tax credits and other tax assets (the "Tax
Attributes") to reduce potential future federal income tax
obligations. In the past, we have experienced substantial operating
losses, and under the Internal Revenue Code of 1986, as amended (the "Code"),
and rules promulgated by the Internal Revenue Service, we may "carry forward"
these losses in certain circumstances to offset future earnings and thus reduce
our federal income tax liability, subject to certain requirements and
restrictions. To the extent that the Tax Attributes do not otherwise
become limited, we believe that we will be able to use a significant amount of
the Tax Attributes, and therefore these Tax Attributes could be a substantial
asset to us. If, however, we experience an "ownership change," as
defined in Section 382 of the Code, our ability to use the Tax Attributes will
be substantially limited, and the timing of the usage of the Tax Attributes
could be substantially delayed, which could therefore significantly impair the
value of the Tax Attributes.
This
summary provides only a general description of the Plan and therefore should be
read together with the entire Plan, which is attached hereto as Exhibit 4.1 and
is incorporated herein by reference. The following description is
qualified in its entirety by reference to such exhibit.
On
September 9, 2009, the Board declared a dividend of one preferred share purchase
right (the "Rights") for each outstanding share of common stock, par value $0.01
per share (the "Common Stock"), and class B stock, par value $0.01 per share
(the "Class B Stock"), of the Company under the terms of the
Plan. The dividend is payable on September 25, 2009 to the
stockholders of record as of the close of business on September 25, 2009 (the
"Record Date"). Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of the Company (the "Preferred
Stock") at a price of $35.00 per one one-thousandth of a share of Preferred
Stock (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in the Plan.
As a
result of declaring a dividend of the Rights, until the earlier to occur of (i)
the close of business on the tenth business day following the public
announcement of facts that indicate that a person or group has become an
"Acquiring Person" by acquiring beneficial ownership of 4.99% or more of the
outstanding shares of Common Stock (or the Board becoming aware of an "Acquiring
Person") or (ii) the close of business on the tenth business day (or, except in
certain circumstances, such later date as may be specified by the Board)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 4.99% or more of the outstanding shares of
Common Stock, in each case with certain exceptions (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to the Common Stock and Class B Stock certificates outstanding as of the
Record Date (or any book-entry shares in respect thereof), by such Common Stock
or Class B Stock certificate (or registration in book-entry form) together with
the summary of rights, and the Rights will be transferable only in connection
with the transfer of Common Stock or Class B Stock. Notwithstanding
the foregoing, any person or group that beneficially owns 4.99% or more of the
outstanding shares of Common Stock on September 11, 2009 will not be deemed an
Acquiring Person under the Plan unless and until such person or group acquires
beneficial ownership of additional shares of Common Stock representing one-half
of one percent (0.5%) or more of the shares of Common Stock then
outstanding. The Board may, in its sole discretion, exempt any person
or group from being deemed an Acquiring Person for purposes of the Plan if the
Board determines that such person's or group's ownership of Common Stock will
not jeopardize or endanger the availability of, or otherwise limit in any way
the use of, the Company's Tax Attributes.
The Plan
provides that, until the Distribution Date (or earlier expiration or redemption
of the Rights), the Rights will be attached to and will be transferred with and
only with the Common Stock and Class B Stock. Until the Distribution
Date (or earlier expiration or redemption of the Rights), new shares of Common
Stock and Class B Stock issued after the Record Date upon transfer or new
issuances of Common Stock and Class B Stock will contain a notation
incorporating the Plan by reference (with respect to shares represented by
certificates) or notice thereof will be provided in accordance with applicable
law (with respect to uncertificated shares). Until the Distribution
Date (or earlier expiration of the Rights), the surrender for transfer of any
certificates representing shares of Common Stock or Class B Stock outstanding as
of the Record Date, even without such notation or a copy of the summary of
rights, or the transfer by book-entry of any uncertificated shares of Common
Stock and Class B Stock, will also constitute the transfer of the Rights
associated with such shares. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock and Class
B Stock as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The
Rights are not exercisable until the Distribution Date. The Rights
will expire upon the earliest of the close of business on September 11, 2012
(unless that date is advanced or extended), the final adjournment of the
Company's 2010 annual meeting of stockholders if stockholder approval of the
Plan has not been received prior to that time, the time at which the Rights are
redeemed or exchanged under the Plan, the repeal of Section 382 of the Code or
any successor statute if the Board determines that the Plan is no longer
necessary for the preservation of the Company's Tax Attributes, or the beginning
of a taxable year of the Company to which the Board determines that no Tax
Attributes may be carried forward.
The
Purchase Price payable, and the number of shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights is subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The
number of outstanding Rights is subject to adjustment in the event of a stock
dividend on the Common Stock and Class B Stock payable in shares of Common Stock
or Class B Stock or subdivisions, consolidations or combinations of the Common
Stock occurring, in any such case, prior to the Distribution Date.
Shares of
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled, when, as
and if declared, to a minimum preferential quarterly dividend payment of the
greater of (a) $10.00 per share, and (b) an amount equal to 1,000 times the
dividend declared per share of Common Stock. In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Stock will be entitled to a minimum preferential payment of the
greater of (a) $1.00 per share (plus any accrued but unpaid dividends), and (b)
an amount equal to 1,000 times the payment made per share of Common
Stock. Each share of Preferred Stock will have 1,000 votes, voting
together with the Common Stock and Class B Stock. Finally, in the
event of any merger, consolidation or other transaction in which outstanding
shares of Common Stock are converted or exchanged, each share of Preferred Stock
will be entitled to receive 1,000 times the amount received per share of Common
Stock. These rights are protected by customary antidilution
provisions.
Because
of the nature of the Preferred Stock's dividend, liquidation and voting rights,
the value of the one one-thousandth interest in a share of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
In the
event that any person or group becomes an Acquiring Person with respect to the
Rights, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereupon become null and void), will thereafter
have the right to receive upon exercise of a Right (including payment of the
Purchase Price) that number of shares of Common Stock having a market value of
two times the Purchase Price.
At any
time after any person or group becomes an Acquiring Person but prior to the
acquisition by such Acquiring Person of beneficial ownership of 50% or more of
the voting power of the shares of Common Stock and Class B Stock then
outstanding, the Board may exchange the Rights (other than Rights owned by such
Acquiring Person, which will have become null and void), in whole or in part,
for shares of Common Stock or Preferred Stock (or a series of the Company's
preferred stock having equivalent rights, preferences and privileges), at an
exchange ratio of one share of Common Stock, or a fractional share of Preferred
Stock (or other stock) equivalent in value thereto, per Right (subject to
adjustment for stock splits, stock dividends and similar
transactions).
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares of Preferred Stock or Common Stock will
be issued (other than fractions of Preferred Stock which are integral multiples
of one one-thousandth of a share of Preferred Stock, which may, at the election
of the Company, be evidenced by depositary receipts), and in lieu thereof an
adjustment in cash will be made based on the current market price of the
Preferred Stock or the Common Stock.
At any
time prior to the time an Acquiring Person becomes such, the Board may redeem
the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price") payable, at the option of the Company, in cash, shares of
Common Stock or such other form of consideration as the Board shall
determine. The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board in its sole discretion
may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
For so
long as the Rights are then redeemable, the Company may, except with respect to
the Redemption Price, amend the Plan in any manner. After the Rights
are no longer redeemable, the Company may, except with respect to the Redemption
Price, amend the Plan in any manner that does not adversely affect the interests
of holders of the Rights (other than the Acquiring Person).
Until a
Right is exercised or exchanged, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
This
summary description of the Plan does not purport to be complete and is qualified
in its entirety by reference to the Plan, which is incorporated herein by
reference to Exhibit 4.1 of this Current Report on Form 8-K.
Section
5 – Corporate Governance and Management
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
September 9, 2009, the Company approved an amendment to its Restated Certificate
of Incorporation by authorizing the filing of a Certificate of Designation for
the Series A Junior Participating Preferred Stock (the "Certificate of
Designation") with the Secretary of State of the State of
Delaware. See the description set out under Item 1.01 for a more
complete description of the rights and preferences of the Series A Junior
Participating Preferred Stock. A copy of the Certificate of
Designation is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Section
8 – Other Events
Item
8.01. Other Events
On
September 11, 2009, the Company issued a press release announcing the adoption
of the Plan and the declaration of a dividend of the Rights under the
Plan. The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d) Exhibits:
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Exhibit
Number
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Exhibit
Description
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Certificate
of Designation of Series A Junior Participating Preferred Stock, filed
with the Secretary of State of the State of Delaware on September 11,
2009.
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Tax
Benefit Preservation Plan, dated as of September 11, 2009, between Ford
Motor Company and Computershare Trust Company, N.A., as Rights Agent,
together with the following exhibits thereto: Exhibit A — Form of
Certificate of Designation of Series A Junior Participating Preferred
Stock of Ford Motor Company; Exhibit B — Form of Right Certificate;
Exhibit C — Summary of Rights to Purchase Shares of Preferred Stock of
Ford Motor Company.
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Press
Release, dated September 11,
2009.
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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 thereunto
duly authorized.
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Ford
Motor Company
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Date: September
11, 2009
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By:
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/s/ Peter J. Sherry,
Jr.
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Name:
Peter J. Sherry, Jr.
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Title: Secretary
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