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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: November 12, 2021
(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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, par value $.01 per share | | F | | New York Stock Exchange |
| 6.200% Notes due June 1, 2059 | | FPRB | | New York Stock Exchange |
| 6.000% Notes due December 1, 2059 | | FPRC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 12, 2021, Ford Motor Company (the “Company”) issued and sold $2,500,000,000 aggregate principal amount of 3.250% Notes due February 12, 2032 (the “Notes”), pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-236450) previously filed with the Securities and Exchange Commission (the “Registration Statement”). A copy of the opinion of Corey M. MacGillivray, Counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5 to this Report.
The Company incorporates by reference the exhibits filed herewith into the Registration Statement pursuant to which the Notes were registered.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS
| | | | | | | | |
| Designation | Description | Method of Filing |
| | |
| Opinion of Corey M. MacGillivray, Counsel to the Company | Filed with this Report |
| | |
| Consent of Corey M. MacGillivray
(included in Exhibit 5) | Filed with this Report |
| | |
| Exhibit 104 | Cover Page Interactive Data File (formatted in Inline XBRL) | * |
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
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: November 12, 2021 | By: | /s/ Corey M. MacGillivray |
| | Corey M. MacGillivray |
| | Assistant Secretary |