Form 8-K FORD MOTOR CO For: Sep 09
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E-mailUNITED 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: September 9, 2015
(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 1.01. Entry into a Material Definitive Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
On September 9, 2015, we entered into Amendment No. 2 to the Tax Benefit Preservation Plan (the “TBPP”) between us and Computershare Trust Company, N.A., as rights agent. The TBPP, which is designed to preserve our substantial tax assets, was originally entered into in September 2009, was amended by Amendment No. 1 effective September 11, 2012, and was scheduled to expire at the close of business on September 30, 2015. Amendment No. 2 to the TBPP, which was unanimously approved by our Board of Directors, extends the expiration date of the TBPP to September 30, 2018 (subject to other earlier termination events, including final adjournment of our 2016 annual meeting of shareholders if shareholder approval of the extension has not been received prior to that time).
The original TBPP is described in and included as an exhibit to our Current Report on Form 8-K filed September 11, 2009. Amendment No. 1 to the TBPP is described in and included as an exhibit to our Current Report on Form 8-K filed September 11, 2012. Amendment No. 2 to the TBPP is filed as Exhibit 4 hereto and our news release announcing the extension of the TBPP is filed as Exhibit 99 hereto, and each is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
Designation | Description | Method of Filing |
Exhibit 4 | Amendment No. 2 to TBPP | Filed with this Report |
Exhibit 99 | News release dated September 11, 2015 | Filed with this Report |
SIGNATURE
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.
FORD MOTOR COMPANY | ||
(Registrant) | ||
Date: September 11, 2015 | By: | /s/ Bradley M. Gayton |
Bradley M. Gayton | ||
Secretary | ||
* | Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission. | |
EXHIBIT INDEX
Designation | Description |
Exhibit 4 | Amendment No. 2 to TBPP |
Exhibit 99 | News release dated September 11, 2015 |
AMENDMENT NO. 2
TO
TAX BENEFIT PRESERVATION PLAN
AMENDMENT NO. 2 to TAX BENEFIT PRESERVATION PLAN (this "Amendment") between Ford Motor Company, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as rights agent (the "Rights Agent") is effective on September 9, 2015.
WHEREAS, the Company and the Rights Agent are parties to a Tax Benefit Preservation Plan, originally dated as of September 11, 2009, as amended by Amendment No. 1 thereto effective September 11, 2012 (the "Plan");
WHEREAS, the Board of Directors of the Company deems it is advisable and in the best interests of the Company and its stockholders to amend certain provisions of the Plan;
WHEREAS, no Person (as defined in the Plan) has become an Acquiring Person (as defined in the Plan); and
WHEREAS, pursuant to and in accordance with Section 27 of the Plan, the Company desires to amend the Plan as set forth below.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendments.
(a) Paragraph (a), clause (i) of Section 7 of the Plan is amended in its entirety to read as follows:
"(i) the Close of Business on September 30, 2018,"
(b) Paragraph (a), clause (iv) of Section 7 of the Plan is amended in its entirety to read as follows:
"(iv) the final adjournment of the Company's 2016 annual meeting of stockholders if stockholder approval of this Plan has not been received prior to such time,"
(c) Each of the Legend and Paragraph one of the Form of Right Certificate, attached as Exhibit B to the Plan, is amended so that the references to "September 30, 2015" are replaced with "September 30, 2018".
2. Effect of this Amendment; Certification. It is the intent of the parties that this Amendment constitutes an amendment of the Plan as contemplated by Section 27 thereof. This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date. Except as expressly provided in this Amendment, the terms of the Plan remain in full force and effect. The officer of the Company executing this Amendment hereby certifies to the
1
Rights Agent that the amendments and supplements to the Plan set forth in this Amendment are in compliance with the terms of Section 27 of the Plan, and the certification contained in this Section 2 shall constitute the certification required by Section 27 of the Plan.
3. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.
5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
6. Descriptive Headings. The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above.
FORD MOTOR COMPANY
By: /s/ Bradley M. Gayton
Name: Bradley M. Gayton
Title: Secretary
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Dennis V. Moccia
Name: Dennis V. Moccia
Title: Manager, Contract Administration
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 | | | NEWS |  |  | |
www.facebook.com/ford | www.twitter.com/ford | ||||
Ford Extends Tax Benefit Preservation Plan
DEARBORN, Mich., Sept. 11, 2015 – The Board of Directors of Ford Motor Company [NYSE: F] approved a three-year extension of Ford’s current tax benefit preservation plan, which is designed to preserve Ford’s substantial tax assets. The current plan, originally adopted in September 2009 and amended in September 2012, was scheduled to expire on September 30, 2015. The extension approved by the Board of Directors extends the final expiration date of the plan to September 30, 2018.
The purpose of the plan is to protect shareholder value by safeguarding significant tax assets. It is similar to tax benefit preservation plans adopted by many other public companies with significant tax attributes.
At year-end 2014, Ford had tax attributes, including net operating losses and tax credit carry forwards, that would offset more than $15 billion of taxable income. Ford can utilize these tax attributes in certain circumstances to offset taxable income and reduce its federal income tax liability.
Ford’s ability to use the tax attributes would be substantially limited if there were an “ownership change” as defined under Section 382 of the Internal Revenue Code and Internal Revenue Service rules. As part of the plan, in 2009 the Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of its common stock and Class B stock. The preferred share purchase rights would only be activated if triggered by the plan.
As a continuation of the current plan, if any person or group acquires 4.99 percent or more of the outstanding shares of common stock (subject to certain exceptions), there would be a triggering event under the plan resulting in significant dilution in the ownership interest of such person or group in Ford stock. The dilution would result from all other common stockholders being entitled to purchase additional shares of common stock at a substantial discount or, in lieu thereof, Ford’s Board of Directors electing to exchange each preferred share purchase right for one share of common stock.
Ford’s Board of Directors has the discretion to exempt any acquisition of common stock from the provisions of the tax benefit preservation plan. The plan may be terminated by the Board at any time prior to the preferred share purchase rights being triggered.
The preferred share purchase rights will expire upon the earliest to occur of:
• | The close of business on Sept. 30, 2018 (unless that date is advanced or extended by the Board); |
• | The time at which these preferred share purchase rights are redeemed or exchanged under the plan; |
• | The final adjournment of Ford’s 2016 annual meeting of shareholders if shareholder approval of the plan has not been received prior to that time; |
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.
• | The repeal of Section 382 or any successor statute, if Ford’s Board of Directors determines that the plan is no longer necessary for the preservation of tax attributes; or |
• | The beginning of a taxable year of the company to which the Board determines that no tax attributes may be carried forward. |
Additional information regarding the tax benefit preservation plan will be contained in a Form 8-K and in a Registration Statement on Form 8-A/A that Ford is filing with the Securities and Exchange Commission.
# # #
About Ford Motor Company
Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents. With about 195,000 employees and 66 plants worldwide, the company’s automotive brands include Ford and Lincoln. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford and its products worldwide, please visit www.corporate.ford.com.
Contacts: | Media: | Equity Investment Community: | Fixed Income Investment Community: | Shareholder Inquiries: | ||
Whitney Eichinger | Erik Eliason | Stephen Dahle | 1.800.555.5259 or | |||
1.313.390.5565 | 1.313.594.0613 | 1.313.621.0881 | 1.313.845.8540 | |||
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.
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