a6128815.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: December 31,
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
|
48126
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
Item
3.02. Unregistered Sales of Equity
Securities.
As
disclosed in our Current Report on Form 8-K dated July 22, 2009 ("July 2009 Form
8-K Report"), on July 23, 2009, we entered into an amendment to the
UAW Retiree Health Care Settlement Agreement dated March 28, 2008 (the
"Original Settlement Agreement") among and between us, the International Union,
United Automobile, Aerospace and Agricultural Implement Workers of America
("UAW"), and certain class representatives, on behalf of the class of plaintiffs
as set forth therein. The Original Settlement Agreement established
the UAW Retiree Medical Benefits Trust as a new VEBA trust (the "New VEBA") that
on December 31, 2009 would assume the obligation to provide retiree
health care benefits to eligible active and retired UAW Ford hourly employees
and their eligible spouses, surviving spouses and dependents.
Pursuant
to the Original Settlement Agreement, in April 2008, we issued to VEBA-F
Holdings LLC, a then-wholly owned subsidiary of ours (the "LLC"): (a)
$3.334 billion aggregate principal amount of 5.75% Convertible Notes Due January
1, 2013 (the "Convertible Notes"); (b) a $3.0 billion aggregate principal amount
9.50% Second Lien Term Note Due January 1, 2018 (the "Term Note") and a
corresponding guaranty issued by certain subsidiary guarantors (the "Term Note
Guaranty"); and (c) a promissory note dated January 5, 2009 in an aggregate
principal amount of $2,281,908,687, which is equal to the market value of the
assets in the Temporary Asset Account held by the LLC on
December 31, 2008 (the "TAA Note" and, together with the Convertible
Notes, the Term Note and the Term Note Guaranty, the "Old
Securities").
The
amendment to the Original Settlement Agreement (the "Amended Settlement
Agreement"), and the forms of the New Securities, the Exchange Agreement and the
Registration Rights Agreement (each as defined below), were filed as exhibits to
the July 2009 Form 8-K Report. The Amended Settlement Agreement
changed the Original Settlement Agreement to provide for smoothing of payment
obligations and to give us the option to use shares of our common stock ("Ford
Common Stock") to satisfy up to approximately 50% of our future payment
obligations to the New VEBA.
The
Amended Settlement Agreement was approved by the U.S. District Court for
the Eastern District of Michigan on November 9, 2009. On December
8, 2009, the U.S. Department of Labor published in the Federal Register a Notice
of Proposed Individual Exemption (the "Exemption") that would be retroactive to
December 31, 2009 and would, among other things, permit the transfer
to the New VEBA and allow the New VEBA to hold the New Securities (as defined
below). This, along with prior discussions with the U.S.
Department of Labor, met the condition under the Amended Settlement Agreement of
obtaining the Exemption or reasonable assurance of retroactive effect thereof
satisfactory to Ford and the New VEBA.
On
December 11, 2009, in accordance with the Amended Settlement Agreement and
pursuant to a Securities Exchange Agreement dated as of December 11, 2009 among
us, the LLC and certain subsidiary guarantors (the "Exchange Agreement"), we
issued to the LLC in exchange for the Old Securities: (i) an
Amortizing Guaranteed Secured Note Maturing June 30, 2022 with an
original principal amount of $6,705,470,000 and with an estimated present
value at December 31, 2009 of about $4.8 billion ("New Note A");
(ii) an Amortizing Guaranteed Secured Note Maturing June 30, 2022 with an
original principal amount of $6,511,850,000 and with an estimated present
value at December 31, 2009 of about $4.7 billion ("New Note B" and,
together with New Note A, the "New Notes"); (iii) guaranties by certain
subsidiary guarantors of the New Notes, limited to an aggregate of
$3,000,000,000 of obligations thereunder (the "Guaranties") and (iv) warrants to
purchase 362,391,305 shares of Ford Common Stock, issued pursuant to a Warrant
Agreement (the "Warrant Agreement") dated December 11, 2009 between us and the
LLC (the "Warrants" and, together with the New Notes and Guaranties, the "New
Securities").
The
following table is the original amortization schedule for New Note A, which is a
non-interest bearing note. This was the amortization schedule in
effect on December 31, 2009 prior to the prepayment described below being
made. Following this prepayment, each future payment, beginning with
the June 30, 2010 payment, will be reduced proportionately to reflect the
prepayment.
Payment
Dates
|
Principal Payments
|
December
31, 2009
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$1,268,470,000,
plus the
True-Up
Amount,
as defined in New Note A
|
June
30, 2010
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$290,000,000
|
June
30, 2011
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$290,000,000
|
June
30, 2012
|
$679,000,000
|
June
30, 2013
|
$679,000,000
|
June
30, 2014
|
$679,000,000
|
June
30, 2015
|
$679,000,000
|
June
30, 2016
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$679,000,000
|
June
30, 2017
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$679,000,000
|
June
30, 2018
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$679,000,000
|
June
30, 2019
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$26,000,000
|
June
30, 2020
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$26,000,000
|
June
30, 2021
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$26,000,000
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June
30, 2022
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$26,000,000
|
The
following table is the amortization schedule for New Note B, which also is a
non-interest bearing note.
Payment Dates
|
Principal Payments
|
December
31, 2009
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$609,950,000
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June
30, 2010
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$609,950,000
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June
30, 2011
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$609,950,000
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June
30, 2012
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$654,000,000
|
June
30, 2013
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$654,000,000
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June
30, 2014
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$654,000,000
|
June
30, 2015
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$654,000,000
|
June
30, 2016
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$654,000,000
|
June
30, 2017
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$654,000,000
|
June
30, 2018
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$654,000,000
|
June
30, 2019
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$26,000,000
|
June
30, 2020
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$26,000,000
|
June
30, 2021
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$26,000,000
|
June
30, 2022
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$26,000,000
|
Under New
Note B, we have the option, subject to certain conditions, of making each
payment in cash, Ford Common Stock, or a combination of cash and Ford Common
Stock. Any Ford Common Stock to be delivered in satisfaction of such payment
obligation is to be valued based on its volume-weighted average
price per share for the 30 trading-day period ending on the second business day
prior to the relevant payment date ("30-day VWAP price").
The
Warrants, which expire on January 1, 2013, entitle the holder thereof to
purchase 362,391,305 shares of Ford Common Stock at an exercise price of $9.20
per share. Generally,
the warrants can be exercised at any time, but the underlying shares cannot be
transferred prior to October 1, 2012, unless the closing sale price of Ford
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 us
settle on a cashless, net share basis (i.e., delivering to the holder shares of
Ford Common Stock having a value equal to the "in-the-money" value of the
Warrants being exercised).
In
addition, on December 11, 2009, we entered into a Securityholder and
Registration Rights Agreement with the LLC (the "Registration Rights
Agreement"), which provides for certain hedging restrictions, certain sales
restrictions relating to the Warrants and shares of Ford Common Stock underlying
the Warrants and delivered in payment of New Note B, and customary registration
rights relating to the sale of shares of Ford Common Stock received by the New
VEBA pursuant to our stock payment option under New Note B, as well as the
Warrants and shares of Ford Common Stock issued upon the exercise
thereof.
As
disclosed previously, notwithstanding our option to pay a portion of our
obligations to the New VEBA in stock in lieu of cash, we will use our discretion
in determining which form of payment makes sense at the time of each required
payment, balancing liquidity needs and preservation of shareholder
value. In making such a determination, we will consider facts and
circumstances existing at the time of each required payment, including market
and economic conditions, our available liquidity, and the price of Ford Common
Stock.
On
December 31, 2009, with respect to New Note A, we paid to the LLC the payment
due on that date of $1,268,470,000, the payment of an estimated True-Up Amount
of $150,000,000, and a partial prepayment of New Note A in the amount of
$500,000,000, plus the excess, if any, of $150,000,000 over the actual True-Up
Amount (which will be determined on or about January 15, 2010).
Also on
December 31, 2009, with respect to New Note B, we paid to the LLC the payment
due on that date of $609,950,000 in cash. We decided to make the New
Note B payment in cash because the 30-day VWAP price was $9.13 and the
December 31, 2009 closing sale price of Ford Common Stock was $10.00 per
share.
Thereafter,
at the close of business on December 31, 2009, we transferred to the New
VEBA: (i) our ownership interest in the LLC, which is the legal owner
of the New Securities and which held cash and marketable securities in its
Temporary Asset Account with an estimated value on that date of
$620 million, and (ii) the assets in our existing internal VEBA trust
consisting of cash and marketable securities with an estimated value on December
31, 2009 of $3.5 billion. The transfer by us to the New VEBA of
the ownership of these assets, including the beneficial ownership of the New
Securities, was made pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended, contained in Section
4(2) thereof.
Item 9.01. Financial
Statements and Exhibits.
Exhibit
No.
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Description
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|
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99
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News
Release dated January 4, 2010
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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: January
4, 2010
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FORD
MOTOR COMPANY
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|
|
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By:
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/s/
Louis J. Ghilardi
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Louis
J. Ghilardi
Assistant
Secretary
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EXHIBIT
INDEX
Exhibit
No.
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Description
|
|
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99
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News
Release dated January 4, 2010
|