UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Ford Motor
Company
(Name of
Issuer)
Common Stock, par value $.01
per share
(Title of
Class of Securities)
345370860
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing
of this
Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule
13d-1(b)
[
] Rule
13d-1(c)
[
] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Continued
on following pages
Page 1
of 5 Pages
1
|
NAME OF REPORTING PERSONS
Independent
Fiduciary Services, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
Item 1(a) |
Name of Issuer: Ford Motor Company (the “Issuer”)
|
|
|
1(b) |
Address
of the Issuer's Principal Executive Offices: |
|
One
American Road, Dearborn, Michigan 48126 |
|
|
Item
2(a) - (c) |
Name,
Principal Business Address, and Citizenship of Person Filing: |
|
Independent
Fiduciary Services, Inc.
805 15th Street, NW, Suite
1120
Washington, D.C. 20005
which is a Delaware corporation.
|
|
|
2(d)
|
Title
of Class of Securities: Common Stock,
par value $.01 per share (“Common
Stock”) |
|
|
2(e) |
CUSIP
Number: 345370860 |
|
|
Item 3. |
If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a: |
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
(b)
|
o |
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
(c)
|
o |
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
(d)
|
o |
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
(e)
|
x |
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
(g)
|
o |
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
(h)
|
o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
(i)
|
o |
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
(j)
|
o |
A
non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
o |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J)
|
|
|
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of
institution:_______________ |
Beneficial
ownership as of December 31, 2009 is incorporated herein by reference from items
(5) – (9) and (11) of the cover page of this Schedule 13G. Such
shares of Common Stock may be acquired by the Ford Separate Retiree Account
established under the UAW Retiree Medical Benefits Trust (the “VEBA”) upon
exercise of warrants indirectly owned by it. The Reporting Person, as
an investment advisor to the VEBA with respect to the warrants and such shares
of Common Stock, has the power to dispose or direct the disposition of the
warrants and such shares of Common Stock, and the power to vote or direct the
voting of such shares of Common Stock, subject to certain limitations on
dispositions and voting set forth in the warrants and in a Securityholder and
Registration Rights Agreement between the Issuer and an entity owned by the
VEBA. Generally, the warrants can be exercised at any time, but the
underlying shares of Common Stock cannot be transferred prior to October 1,
2012, unless the closing sale price of Common Stock was above $11.04 for at
least 20 trading days in the 30 consecutive trading days ending on the last
trading day in the preceding calendar quarter. Upon exercise of the
warrants, the warrant holder has the option to elect to have the Issuer settle
on a cashless, net share basis (i.e., delivering to the holder shares of Common
Stock having a value equal to the "in-the-money" value of the warrants being
exercised). Further, pursuant to the Securityholder and Registration
Rights Agreement, shares of Common Stock issued upon exercise of the warrants
must be voted in the same proportionate manner as the other shareholders of
Common Stock that were present and entitled to vote at an Issuer shareholders
meeting. The Securityholder and Registration Rights Agreement also
prohibits the holder of the shares of Common Stock issued upon exercise of the
warrants from, among certain other restrictions set forth therein, (x)
attempting to appoint or remove a member of the Issuer’s board of directors, (y)
depositing any of its voting shares in a voting trust or (z) participating in
any Issuer shareholders meeting, except as permitted under the Securityholder
and Registration Rights Agreement.
The
Reporting Person is controlled by Samuel W. Halpern and Francis X. Lilly, who
also may be deemed to be the beneficial owners of such shares of Common Stock
beneficially owned by the VEBA.
Item
5.
|
Ownership
of Five Percent or Less of a
Class:
|
Not
applicable.
Item
6.
|
Ownership of More than Five Percent on
Behalf of Another
Person: |
The
Reporting Person is an investment adviser exercising investment discretion with
respect to the warrants and the Common Stock on behalf of the
VEBA. The VEBA has the right to receive dividends from, and the
proceeds of sale of, the warrants and shares of Common Stock reported in Item 4
above.
Item
7.
|
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding
Company: |
Not
applicable.
Item
8.
|
Identification and Classification of
Members of the
Group: |
Not
applicable.
Item
9.
|
Notice of Dissolution of
Group: |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the Issuer of such
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
|
|
|
|
INDEPENDENT FIDUCIARY SERVICES,
INC. |
|
|
|
Date: January 11,
2010 |
By: |
/s/ Samuel W.
Halpern
|
|
Name:
Samuel W. Halpern
|
|
Title:
President
|