Exhibit
99.1
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NEWS
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Contact:
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Media:
Mark
Truby
1.313.323.0539
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Equity Investment
Community:
Larry
Heck
1.313.594.0613
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Fixed Income
Investment Community:
Dave
Dickenson
1.313.621.0881
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Shareholder Inquiries:
1.800.555.5259
or
1.313.845.8540
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FORD
ADOPTS TAX BENEFIT PRESERVATION PLAN
DEARBORN,
Mich., Sept. 11, 2009 -- Ford Motor Company [NYSE: F] today announced that its
Board of Directors has adopted a tax benefit preservation plan designed to
preserve substantial tax assets.
Through
year-end 2008, Ford had tax attributes, including net operating losses, capital
losses and tax credit carryforwards, that would offset approximately $19 billion
of taxable income. Ford can utilize the 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 the Internal Revenue Code and
Internal Revenue Service rules. In general, an ownership change would
occur if Ford’s “5-percent shareholders,” as defined under Section 382,
collectively increase their ownership in Ford by more than 50 percentage points
over a rolling three-year period. Five-percent shareholders do not
include certain institutional holders, such as mutual fund companies, that hold
Ford stock on behalf of several individual mutual funds where no single fund
owns 5 percent or more of Ford stock.
The plan
is similar to tax benefit preservation plans adopted by many other public
companies with significant tax attributes.
As part
of the plan, the Ford 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 will be distributed to
stockholders of record as of Sept. 25, 2009 but would only be activated if
triggered by the plan.
Effective
today, 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.
“This
plan is designed to protect shareholder value and safeguard valuable tax
attributes by reducing the likelihood of an unintended ‘ownership change’
through actions involving Ford common stock,” said Lewis Booth, Ford’s chief
financial officer.
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:
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The
close of business on Sept. 11, 2012 (unless that date is advanced or
extended by the Board);
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The
time at which these rights are redeemed or exchanged under the
plan;
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The
final adjournment of Ford’s 2010 annual meeting of shareholders if
shareholder approval of the plan has not been received prior to that
time;
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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
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The
beginning of a taxable year of the company to which the Board determines
that no tax attributes may be carried
forward.
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The
issuance of the preferred share purchase rights will not affect Ford's reported
earnings per share and is not taxable to Ford or its stockholders.
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 that Ford is filing with
the Securities and Exchange Commission. In addition, Ford
stockholders of record as of Sept. 25, 2009 will be mailed a detailed summary of
the plan.
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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 201,000 employees and about 90 plants worldwide, the company’s brands
include Ford, Lincoln, Mercury and Volvo. The company provides
financial services through Ford Motor Credit Company. For more
information regarding Ford’s products, please visit www.ford.com.
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