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: September
13, 2006
(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
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38-0549190
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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One
American Road, Dearborn, Michigan
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48126
|
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(Address
of principal executive offices)
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(Zip
Code)
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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
140.14a-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))
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2
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Item
1.01. Entry into a Material Definitive Agreement.
On
September 13, 2006, the Company entered into a consulting agreement with John
R.
H. Bond, a member of the Board of Directors of the Company. Under the agreement,
Mr. Bond will serve as a consultant and senior advisor to William Clay Ford,
Jr., Executive Chairman of the Board, working on financial and other matters.
The consulting fee will be $25,000 per day for actual days worked, payable
in
arrears. The Company contemplates that Mr. Bond will spend approximately one
and
one-half days adjacent to each of the Company's seven regularly scheduled Board
of Directors meetings consulting pursuant to the consulting agreement, and
that
total fees payable to Mr. Bond will not exceed $262,500 for any twelve month
period unless specifically agreed to by the Company and Mr. Bond. Either party
may terminate the agreement at any time. During the term of the agreement,
the
Company will reimburse Mr. Bond for customary and reasonable business-related
expenses, travel and lodging, consistent with Company policies and
procedures.
While
the
agreement is in effect, the Company will provide Mr. Bond with an office in
our
Headquarters building and other incidental support in connection with services
to be provided under the agreement. Mr. Bond will continue to serve as a member
of the Board of Directors of the Company and, in that capacity, will receive
the
compensation and benefits applicable to non-employee directors of the Company.
He resigned from the Compensation Committee and the Nominating and Governance
Committee of the Board of Directors effective as of September 13,
2006.
Item
2.05. Costs
Associated with Exit or Disposal Activities.
On
January 19, 2006, the Company committed to a business improvement plan,
which we refer to as the Way Forward plan. Responding to changing facts and
circumstances, on September 14, 2006, Ford committed to an acceleration of
this
plan, details of which are set forth in the news release dated September 15,
2006, herewith filed as Exhibit 99. Neither
the costs nor the cash expenditures, primarily for personnel separations,
associated with these new and accelerated actions can be reasonably estimated
at
this time.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
September 14, 2006, the Board of Directors of the Company amended the bylaws
to
add the position of Executive Chairman of the Board of Directors to the list
of
officers of the Company and to eliminate the position of Chief Operating
Officer.
Item
8.01. Other Events.
On
September 15, 2006, Dominion Bond Rating Service took, among others, the
following actions with regard to the credit ratings assigned to the
Company and Ford Motor Credit Company ("Ford Credit"):
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·
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Lowered
the Company's long-term debt rating to B from B(high), and lowered
the
Company's short-term debt rating to R-5 from
R-4;
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·
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Lowered
Ford Credit's long-term debt rating to B(high) from BB(low), and
confirmed
Ford Credit's short-term debt rating at R-4;
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- 3
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·
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Maintained
the Company's long-term debt rating Under Review with Negative
Implications, while removing its short-term debt rating from Under
Review
status and maintaining its trend at Negative; and
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·
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Maintained
Ford Credit's long-term and short-term debt ratings Under Review
with
Negative Implications.
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Item
9.01. Financial Statements and Exhibits.
EXHIBITS
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Designation
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Description
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Method
of Filing
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Exhibit
3-B
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Bylaws
Amendments
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Filed
with this Report
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Exhibit
99
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News
Release dated
September
15, 2006
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Filed
with this Report
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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.
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FORD
MOTOR COMPANY
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||
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(Registrant)
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Date:
September 18, 2006
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By:
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/s/Kathryn
S. Lamping
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Kathryn
S. Lamping
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||
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Assistant
Secretary
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EXHIBIT
INDEX
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Designation
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Description
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Exhibit
3-B
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Bylaws
Amendments
|
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Exhibit
99
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News
Release dated September 15, 2006
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