1-3950 (Commission File Number)
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38-0549190 (IRS Employer Identification No.) |
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One American Road, Dearborn, Michigan (Address of principal executive offices)
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48126 (Zip Code) |
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 140.14a-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)) |
• | Warrant and Stockholder Agreement. Visteon issued to Ford a warrant to purchase 25 million shares of Visteon common stock at an exercise price equal to $6.90 per share (“Warrant”). The Stockholder Agreement provides Ford with certain registration rights with respect to the shares of common stock underlying the Warrant, while placing certain restrictions on transfer of the Warrant and underlying shares. |
• | Escrow Agreement. Pursuant to the Escrow Agreement, Ford placed $400 million into an escrow account with Deutsche Bank Trust Company Americas as escrow agent (“Escrow Account”) for use by Visteon in restructuring its existing business. The Escrow Agreement provides that Visteon will be reimbursed from the Escrow Account for the first $250 million of reimbursable restructuring costs (as defined in the Escrow Agreement), and up to one half of the next $300 million of such costs. Any residual amount in the Escrow Account after December 31, 2012, would be paid to Visteon (except in the event of a “change of control” of Visteon (as defined in the Escrow Agreement), in which case any residual amount would be returned to Ford). |
• | Reimbursement Agreement. The Reimbursement Agreement provides that Ford will reimburse Visteon for up to $150 million of separation costs associated with those Visteon salaried employees who are assigned to work for the businesses transferred to Automotive Components Holdings, LLC (“ACH”) on September 30, 2005 and whose services are no longer required by those businesses or a subsequent buyer of those businesses (“Employee Restructuring Costs”). The Reimbursement Agreement provides that Ford will reimburse Visteon for the first $50 million of Employee Restructuring Costs, and up to one half of the next $200 million of Employee Restructuring Costs. In addition, Ford will pay into the Escrow Account any unused funds described in the Reimbursement Agreement on the earlier of December 31, 2009 or the date on which there are no longer any Visteon salaried employees leased to the transferred businesses. ACH is an entity that is managed and controlled by Ford. |
Designation | Description | Method of Filing | ||
Exhibit 10.1
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Warrant | Filed with this Report | ||
Exhibit 10.2
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Stockholder Agreement | Filed with this Report | ||
Exhibit 10.3
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Escrow Agreement | Filed with this Report | ||
Exhibit 10.4
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Reimbursement Agreement | Filed with this Report | ||
Exhibit 99.1
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News Release dated October 1, 2005 |
Filed with this Report | ||
Exhibit 99.2
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S&P Press Release dated October 3, 2005 |
Filed with this Report |
FORD MOTOR COMPANY (Registrant) |
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Date: October 6, 2005
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By: | /s/ Kathryn S. Lamping | ||
Kathryn S. Lamping Assistant Secretary |