Schedule 13D Amendment No. 4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ScqZqG0jNL9/oxFgFdyVuUH2CtvIl7A1eO5cHVljXky8FBYyu9IsH6WMJmrIccgO 2PyhlOFS6kCPpKuse1GxvQ== 0001193125-08-213305.txt : 20081021 0001193125-08-213305.hdr.sgml : 20081021 20081021081539 ACCESSION NUMBER: 0001193125-08-213305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081021 DATE AS OF CHANGE: 20081021 GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30156 FILM NUMBER: 081132524 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Ford Motor Company

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

345370860

(CUSIP Number)

Richard Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 20, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 345370860


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Nevada


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 133,500,000
		8. Shared Voting Power
		9. Sole Dispositive Power 133,500,000
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 133,500,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 6.09%*
14.	Type of Reporting Person (See Instructions) CO

*	Percentage calculated on the basis of 2,190,498,174 shares of common stock issued and outstanding as of July 29, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.

CUSIP No. 345370860


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 133,500,000
		8. Shared Voting Power
		9. Sole Dispositive Power 133,500,000
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 133,500,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 6.09%*
14.	Type of Reporting Person (See Instructions) IN

*	Percentage calculated on the basis of 2,190,498,174 shares of common stock issued and outstanding as of July 29, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.

This Amendment No. 4 amends and supplements that certain Schedule 13D filed on June 19, 2008 by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Kirk Kerkorian, an individual and the sole shareholder of Tracinda, and amended on July 8, 2008, September 2, 2008 and September 3, 2008 (the “Schedule 13D”) with respect to the common stock, $.01 par value per share, of Ford Motor Company, a Delaware Corporation (“Ford”). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

On October 20, 2008, Tracinda sold 7.3 million shares of Ford common stock for an average sales price of $2.43 per share, as set forth in Exhibit 11 and Exhibit 12 hereto, which are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to add the following information:

(a)-(b) The following table sets forth information with respect to the shares beneficially owned by each person or entity named in Item 2 of the Schedule 13D. Mr. Kerkorian has sole voting and investment power with respect to the shares held by the Filing Persons.


Name	Number of Shares	Percent of Outstanding(1)
Tracinda Corporation	133,500,000	6.09	%
Kirk Kerkorian	133,500,000	6.09	%
Anthony L. Mandekic	-0-	0	%

(1)	Computed on the basis of 2,198,498,174 shares of common stock issued and outstanding on July 29, 2008, as set forth in Ford’s Form 10-Q for the fiscal quarter ended June 30, 2008.

(c) On October 20, 2008, Tracinda sold 7.3 million shares of Ford common stock in the open market for an average sales price of $2.43 per share, as set forth in Exhibit 11 and Exhibit 12 hereto, which are incorporated herein by reference. Other than as set forth herein, none of the persons named in paragraphs (a)-(b) above have effected any transactions in the shares during the past 60 days.

(d)-(e) Not applicable.

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following exhibits:


Exhibit No.		Description
11		Press Release issued by Tracinda on October 21, 2008.

12		Schedule of Sales of Ford Common Stock

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


October 21, 2008	TRACINDA CORPORATION

	By:	/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Secretary/Treasurer

	KIRK KERKORIAN

	By:	/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Attorney-in-Fact *

*	Power of Attorney dated May 9, 2008, filed as Exhibit (i) to the Schedule TO of Tracinda Corporation and Kirk Kerkorian on May 9, 2008.

EX-11 2 dex11.htm PRESS RELEASE Press Release

EXHIBIT 11

FOR IMMEDIATE RELEASE

Contact:

Winnie Lerner / Tom Johnson

Abernathy MacGregor Group

212/371-5999

Tracinda to Focus on Gaming & Hospitality and Oil & Gas Industries and Reduce Ford Holdings

LOS ANGELES, CA—October 21, 2008—Tracinda Corporation today announced that in light of current economic and market conditions, it sees unique value in the gaming and hospitality and oil and gas industries and has, therefore, decided to reallocate its resources and to focus on those industries.

Accordingly, Tracinda stated that, on October 20, 2008, it sold 7.3 million shares of the common stock of Ford Motor Company (NYSE: F) in the open market for an average price of $2.43 per share, before commissions. Tracinda also stated that it intends to further reduce its holdings of Ford common stock, including the possible sale of all of its remaining 133,500,000 shares (approximately 6.09% of the outstanding shares), depending upon market conditions and available sales prices, and that it has contacted an investment banking firm regarding the possible sale of such shares.

# # #

EX-12 3 dex12.htm SCHEDULE OF SALES OF FORD COMMON STOCK Schedule of Sales of Ford Common Stock

EXHIBIT 12

SCHEDULE OF SALES


Date	No. of Shares	Price per share
10/20/2008	13,707	$	2.3200
10/20/2008	34,418	$	2.3300
10/20/2008	21,575	$	2.3400
10/20/2008	321,077	$	2.3479
10/20/2008	362,740	$	2.3500
10/20/2008	1,700	$	2.3550
10/20/2008	328,341	$	2.3600
10/20/2008	202,800	$	2.3700
10/20/2008	238,117	$	2.3800
10/20/2008	119,700	$	2.3805
10/20/2008	382,079	$	2.3900
10/20/2008	759	$	2.3950
10/20/2008	522,741	$	2.4000
10/20/2008	120,000	$	2.4100
10/20/2008	28,868	$	2.4105
10/20/2008	47,330	$	2.4140
10/20/2008	205,400	$	2.4200
10/20/2008	318,132	$	2.4300
10/20/2008	137,294	$	2.4384
10/20/2008	627,005	$	2.4400
10/20/2008	529,273	$	2.4500
10/20/2008	303,496	$	2.4521
10/20/2008	900	$	2.4550
10/20/2008	100,000	$	2.4598
10/20/2008	375,739	$	2.4600
10/20/2008	400	$	2.4650
10/20/2008	1,282,460	$	2.4700
10/20/2008	4,900	$	2.4725
10/20/2008	9,500	$	2.4730
10/20/2008	1,800	$	2.4750
10/20/2008	133,449	$	2.4800
10/20/2008	11,900	$	2.4900
10/20/2008	70,900	$	2.5000
10/20/2008	64,200	$	2.5100
10/20/2008	76,000	$	2.5200
10/20/2008	51,700	$	2.5300
10/20/2008	16,400	$	2.5400
10/20/2008	38,200	$	2.5500
10/20/2008	17,400	$	2.5600
10/20/2008	33,900	$	2.5700
10/20/2008	52,800	$	2.5800
10/20/2008	67,100	$	2.5900
10/20/2008	22,900	$	2.6000
10/20/2008	900	$	2.6100

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