Alan D. Schnitzer, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 |
Lisa L. Jacobs, Esq. Shearman & Sterling LLP 599 Lexington Ave. New York, NY 10022 |
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o |
Title of Each |
Proposed |
|||||||||||
Class of |
Amount |
Proposed Maximum |
Maximum |
Amount of |
||||||||
Securities |
to be |
Offering Price |
Aggregate |
Registration |
||||||||
to be Registered | Registered | Per Unit(1) | Offering Price(1) | Fee | ||||||||
Debt Securities; Common Stock, par
value $0.01 per share(3)
|
$831,072,164 | 100% | $831,072,164(b) | $88,925 | ||||||||
(3) | Also includes such indeterminate number of shares of Common Stock as may be issued upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities as may be offered pursuant to the prospectus incorporated by reference in this Registration Statement. |
By |
Signature
|
Title
|
Date
|
||
William
Clay Ford, Jr.* (William Clay Ford, Jr.) |
Director, Chairman of the Board, Executive Chairman, and Chair of the Office of the Chairman and Chief Executive Committee | |||
Alan
Mulally* (Alan Mulally) |
Director, President and Chief
Executive Officer (Principal Executive Officer) |
|||
John R.
H. Bond* (John R. H. Bond) |
Director | |||
Stephen
G. Butler* (Stephen G. Butler) |
Director and Chair of the Audit Committee | |||
Kimberly
A. Casiano* (Kimberly A. Casiano) |
Director | |||
Edsel B.
Ford II* (Edsel B. Ford II) |
Director | |||
Irvine
O. Hockaday, Jr.* (Irvine O. Hockaday, Jr.) |
Director | |||
Richard
A. Manoogian* (Richard A. Manoogian) |
Director and Acting Chair of the Compensation Committee | |||
Ellen R.
Marram* (Ellen R. Marram) |
Director and Chair of the Nominating and Governance Committee | |||
Homer A.
Neal* (Homer A. Neal) |
Director and Chair of the Environmental and Public Policy Committee |
II-4
Signature
|
Title
|
Date
|
||
Jorma
Ollila* (Jorma Ollila) |
Director | |||
John
L. Thornton* (John L. Thornton) |
Director | |||
Donat
R. Leclair* (Donat R. Leclair) |
Executive Vice President and Chief
Financial Officer (Principal Financial Officer) |
|||
Peter
J. Daniel* (Peter J. Daniel) |
Senior Vice President and
Controller (Principal Accounting Officer) |
|||
* By
/s/ Louis J. Ghilardi (Louis J. Ghilardi, Attorney-in-Fact) |
II-5
Sequentially |
||||||
Exhibit |
Numbered |
|||||
Number
|
Description
|
Page
|
||||
Exhibit 5
|
Opinion of Peter Sherry, Jr., Associate General Counsel and Secretary of Ford, as to the legality of the debt securities registered hereunder. | |||||
Exhibit 15
|
Letter of PricewaterhouseCoopers LLP regarding unaudited interim financial information. | |||||
Exhibit 23.1
|
Consent of PricewaterhouseCoopers LLP. | |||||
Exhibit 23.2
|
Consent of Peter Sherry, Jr. is contained in his opinion filed as Exhibit 5 to this Registration Statement. | |||||
Exhibit 24
|
Powers of Attorney. |