SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
4.25% SENIOR CONVERTIBLE NOTES DUE
DECEMBER 15,
2036
(Title
of Class of Securities)
345370CF5
(CUSIP
Number of Class of Securities)
Peter
J. Sherry, Jr., Esq.
Associate
General Counsel and Secretary
Ford
Motor Company
One
American Road
Dearborn,
Michigan 48126
(313)
322-3000
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copies
to:
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Michael
Kaplan, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
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Lisa
L. Jacobs, Esq.
Shearman
& Sterling LLP
599
Lexington Avenue
New
York, NY 1002
(212)
848-4000
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CALCULATION
OF FILING FEE
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$1,109,967,726
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$43,621.74
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*
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Estimated
solely for purpose of calculating the Filing Fee pursuant to Rule 0-11
under the Securities Exchange Act of 1934. Calculated by multiplying (i)
$22.73, the average of the bid
and asked price per $100 principal amount of the 4.25% Senior Convertible
Notes due December 15, 2036 in secondary market transactions on February
27, 2009, and (ii) the quotient of (x) $4,883,272,000, the aggregate
principal amount at maturity of convertible notes which are sought for
exchange, and (y) $100.
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**
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The
amount of Filing Fee is calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, by multiplying the
Transaction Valuation by .0000393.
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount
Previously Paid:
Form
or Registration No.:
Filing
Party:
Date
Filed:
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o |
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates: |
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o |
third-party
tender offer subject to Rule 14d-1
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x |
issuer
tender offer subject to Rule 13e-4
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o |
going-private
transaction subject to Rule 13e-3
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amendment
to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer: o |
INTRODUCTORY
STATEMENT
This
Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed
by Ford Motor Company, a Delaware corporation (“Ford”), pursuant to Section
13(e)-4 of the Securities Exchange Act of 1934, as amended, in connection with
an offer (the “Exchange Offer”) by Ford to exchange, for each $1,000 principal
amount of the Company’s 4.25% Senior Convertible Notes due December 15, 2036
(the “Convertible Notes”): (i) 108.6957 shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”); (ii) $80.00 in cash; and (iii) accrued and unpaid
interest to, but excluding, the Exchange Date (as defined below), which is
expected to be approximately $13.34, payable in cash. Ford is
seeking to exchange any and all outstanding Convertible Notes in the Exchange
Offer.
The
Exchange Offer shall commence on March 4, 2009 and shall expire at 9:00
a.m., New York City time, on April 3, 2009 (the “Exchange Date”), unless
extended or earlier terminated by the Company.
The
Exchange Offer is made upon the terms and subject to the conditions described in
the offering circular (the “Offering Circular”) dated March 4, 2009, and the
accompanying Letter of Transmittal. The Offering Circular and the accompanying
Letter of Transmittal are filed as exhibits (a)(1)(i) and (a)(1)(ii),
respectively, hereto.
This
Schedule TO is being filed in satisfaction of the reporting requirements of
Rules 13e-4(b)(1) and (c)(2) promulgated under the Securities Exchange Act of
1934, as amended.
Information
set forth in the Offering Circular is incorporated by reference in response to
Items 1 through 13 of this Schedule TO, except those items as to which
information is specifically provided herein.
Item
1. Summary Term Sheet.
The
information set forth in the Offering Circular in the sections entitled
“Questions and Answers about the Exchange Offer” and “Summary” is incorporated
herein by reference.
Item
2. Subject Company Information.
(a) The
name of the subject company is Ford Motor Company. The address of the Company’s
principal executive offices is One American Road, Dearborn, Michigan 48126. The
Company’s telephone number is (313) 322-3000.
(b) The
subject class of securities is the Company’s 4.25% Senior Convertible Notes due
December 15, 2036. As of February 27, 2009, $4.88 billion aggregate principal
amount of Convertible Notes was outstanding.
(c) The
Convertible Notes are not listed on any national securities exchange. To the
knowledge of the Company, there is no established trading market for the
Convertible Notes except for limited or sporadic quotations.
Item
3. Identity and Background of Filing Person.
(a) The
principal executive offices of the filing person, Ford Motor Company, are
located at One American Road, Dearborn, Michigan 48126, and the telephone number
at that address is (313) 322-3000.
As
required by General Instruction C to Schedule TO, the following persons are the
directors and executive officers of Ford. No single person or group of persons
controls Ford.
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Stephen
G. Butler
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Director
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Kimberly
A. Casiano
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Director
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Edsel
B. Ford II
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Director
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William
Clay Ford, Jr.
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Director
and Executive Chairman and Chairman of the Board
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Irvine
O. Hockaday, Jr.
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Director
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Richard
A. Manoogian
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Director
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Ellen
R. Marram
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Director
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Homer
A. Neal
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Director
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Gerald
L. Shaheen
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Director
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John
L. Thornton
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Director
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Alan
Mulally
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Director,
President and Chief Executive Officer
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Michael
E. Bannister
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Executive
Vice President – Chairman and Chief Executive Officer, Ford
Motor Credit Company
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Lewis
W. K. Booth
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Executive
Vice President and Chief Financial Officer
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Mark
Fields
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Executive
Vice President – President, The Americas
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John
Fleming
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Executive
Vice President – Chairman, Ford Europe and Volvo
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John
G. Parker
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Executive
Vice President – Asia Pacific Africa
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Tony
Brown
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Group
Vice President – Purchasing
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Mei-Wei
Cheng
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Group
Vice President – Executive Chairman, Ford
Motor Company China
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Sue
Cischke
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Group
Vice President – Sustainability, Environment and
Safety Engineering
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James D.
Farley
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Group
Vice President – Sales, Marketing and Communications
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Felicia
Fields
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Group
Vice President – Human Resources and Corporate Services
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Bennie
Fowler
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Group
Vice President – Quality
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Joseph
R. Hinrichs
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Group
Vice President – Manufacturing
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Derrick
M. Kuzak
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Group
Vice President – Product Development
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David G.
Leitch
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Group
Vice President and General Counsel
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J
C. Mays
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Group
Vice President – Design and Chief Creative Officer
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Ziad
S. Ojakli
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Group
Vice President – Government and Community Relations
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Nick
Smither
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Group
Vice President – Information Technology
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Peter J.
Daniel
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Senior
Vice President and Controller
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The
address and telephone number of each director and executive officer is: c/o Ford
Motor Company, One American Road, Dearborn, Michigan 48126, and such person’s
telephone number is (313) 322-3000.
Item
4. Terms of the Transaction.
(a) The
information set forth in the Offering Circular in the sections entitled
“Summary,” “Questions and Answers About the Exchange Offer,” “Terms of the
Exchange Offer,” “Description of Ford Capital Stock,” “Comparison of Rights of
Holders of Convertible Notes and Holders of Ford Common Stock” and “Material
U.S. Federal Income Tax Considerations” is incorporated herein by
reference.
(b) To
Ford’s knowledge based on reasonable inquiry, no convertible notes are owned by
any officer, director or affiliate of Ford.
Item
5. Past Contacts, Transactions, Negotiations and
Agreements.
(e)
William Clay Ford, Jr., Ford’s Chairman of the Board of Directors and Executive
Chairman, and Edsel B. Ford, a director of Ford, are among the trustees of a
Voting Trust related to the Class B Stock of Ford. They also own shares of Class
B Stock held in the Voting Trust. The Voting Trust requires the trustees to vote
the shares in the Voting Trust as directed by a plurality of the shares in the
Voting Trust.
The
information set forth in the Offering Circular in the sections entitled “Terms
of The Exchange Offer,” “Information Agent,” “Exchange Agent” and “Interests of
Directors and Officers,” and in the related Letter of Transmittal, is
incorporated herein by reference in response to this item.
Item
6. Purposes of the Transaction and Plans or Proposals.
(a) The
information set forth in the Offering Circular in the sections entitled
“Summary—Purpose of the Exchange Offer,” “Summary—Description of the
Transactions,” “Questions and Answers About the Exchange Offer—Why is Ford
making the exchange offer?” and “Terms of The Exchange Offer—Purpose and
Background of the Exchange Offer” is incorporated herein by
reference.
(b) The
Convertible Notes acquired pursuant to the Exchange Offer will be cancelled by
the Company.
(c) The
information set forth in the Offering Circular in the sections entitled
“Summary—Description of the Transactions” and “Capitalization of Ford” is
incorporated herein by reference.
Item
7. Source and Amount of Funds or Other Consideration.
(a) The
information set forth in the Offering Circular in the sections entitled
“Summary—Sources of Payment of the Exchange Offer Consideration,” “Questions and
Answers About the Exchange Offer—How will Ford fund the cash portion of the
exchange offer consideration?,” “Information Agent” and “Exchange Agent” is
incorporated herein by reference.
(b) Not
applicable.
(d) Not
applicable.
Item
8. Interest in the Securities of the Subject Company.
(a) The
information set forth in the Offering Circular in the section entitled
“Interests of Directors and Executive Officers” is incorporated by reference
herein.
(b) The
information set forth in the Offering Circular in the section entitled
“Interests of Directors and Executive Officers” is incorporated by reference
herein.
Item
9. Persons/Assets, Retained, Employed, Compensated or
Used.
(a) The
information set forth in the Offering Circular in the sections entitled
“Information Agent” and “Exchange Agent” is incorporated herein by reference.
None of the Company, the information agent or the exchange agent is making any
recommendation as to whether holders of Convertible Notes should tender such
Convertible Notes for exchange in the Exchange Offer.
Item
10. Financial Statements.
(a) The
information set forth in the Offering Circular in the sections entitled
“Available Information,” and “Selected Consolidated Financial and Operating
Data” is incorporated herein by reference. The information, including the
financial statements, set forth under Item 8, Financial Statements and
Supplementary Data in Ford’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 is incorporated herein by reference and can also be
accessed electronically on the Securities and Exchange Commission’s website at
http://www.sec.gov.
(b) The
information set forth in the Offering Circular in the sections entitled
“Capitalization of Ford” and “Selected Consolidated Financial and Operating
Data” is incorporated herein by reference.
Item
11. Additional Information.
(a) The
information set forth in the Offering Circular in the section entitled “Terms of
the Exchange Offer—Conditions to the Exchange Offer” is incorporated herein by
reference.
(b) Not
applicable.
Item
12. Exhibits.
The
following are attached as exhibits to this Schedule TO:
(a)(1)(i)
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Offering
Circular, dated March 4, 2009.
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(a)(1)(ii)
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Form
of Letter of Transmittal.
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(a)(1)(iii)
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Form
of Letter to DTC Participants.
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(a)(1)(iv)
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Form
of Letter to Clients for use by brokers, dealers, commercial banks, trust
companies and other nominees.
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(a)(5)
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Press
Release, dated March 4, 2009 (incorporated herein by reference to Exhibit
99.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 4, 2009).
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(b)
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None.
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(d)
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None.
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(g)
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None.
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(h)
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None.
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Item
13. Information Required by Schedule 13E-3.
(a) Not
applicable.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.