-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZiCVQIM9FYWnGSlXtr00O3simj6f15DTXtHOXdC99WvUA0nasumDO+T+jCL5hxn6 X7jIqdztH0+7e6S1FaiQeA== 0000950124-94-001663.txt : 19941107 0000950124-94-001663.hdr.sgml : 19941107 ACCESSION NUMBER: 0000950124-94-001663 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19941104 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD HOLDINGS INC CENTRAL INDEX KEY: 0000857775 STANDARD INDUSTRIAL CLASSIFICATION: 6153 IRS NUMBER: 382890269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56335 FILM NUMBER: 94557746 BUSINESS ADDRESS: STREET 1: AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-3 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ FORD HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 38-2890269 (I.R.S. EMPLOYER IDENTIFICATION NO.) THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121 (313) 322-3000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) J. M. RINTAMAKI, ESQ. FORD HOLDINGS, INC. THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 (313) 322-3000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. ------------------------ IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/ IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / / ------------------------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF EACH MAXIMUM MAXIMUM CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED SHARE(A) PRICE(A) FEE(B) - -------------------------------------------------------------------------------------------------------------- Series D Cumulative Preferred Stock, par value $1.00 per share......... 75 shares $100,000 $7,500,000 $2,586.23 - -------------------------------------------------------------------------------------------------------------- Depositary Shares................... 300,000 shares(c) -- -- -- - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
(a) Estimated solely for the purpose of determining the amount of the registration fee. (b) Pursuant to Rule 457(a) of the Securities Act of 1933, as amended, the amount of the registration fee is the product of 1/29th of 1% and the proposed maximum aggregate offering price of the Preferred Stock. (c) Each Depositary Share will represent 1/4,000 of a share of Series D Cumulative Preferred Stock and will be evidenced by a Depositary Receipt issued pursuant to a Deposit Agreement. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS (LOGO) FORD HOLDINGS, INC. SERIES D DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ------------------------ The Series D Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Ford Holdings, Inc. (the "Company") provides holders of record of the Company's Series D Cumulative Preferred Stock, par value $1.00 per share (the "Series D Preferred Stock"), and holders of record of Depositary Shares (the "Depositary Shares"), each representing ownership of 1/4,000 of a share of Series D Preferred Stock (each a "Stockholder"), with a simple and convenient way to purchase additional Depositary Shares. This Prospectus relates to an aggregate 300,000 Depositary Shares representing an aggregate 75 shares of Series D Preferred Stock. Under the Plan, a Stockholder may elect to purchase Depositary Shares by (i) reinvesting the cash dividends paid on all or a designated number (which, if a fraction, must be in integral multiples of 1/4,000) of the Stockholder's shares of Series D Preferred Stock or cash dividends distributed with respect to all or a designated whole number of the Stockholder's Depositary Shares, as the case may be, and/or (ii) making cash payments from time to time for purchase on any dividend payment date (as defined below), subject to certain limitations. See "Description of the Plan -- 3. Participation". At the direction of the Company, Depositary Shares will be purchased directly from the Company or in open market transactions. If purchases of Depositary Shares are made directly from the Company, the price per Depositary Share will be the average of the daily high and low sales prices of the Depositary Shares traded on the New York Stock Exchange, as reported in The Wall Street Journal for New York Stock Exchange Composite Transactions, for the period of ten trading days immediately prior to the dividend payment date. If purchases of Depositary Shares are made in open market transactions, the price per Depositary Share will be the average cost of all Depositary Shares so purchased on the relevant dividend payment date, plus any related brokerage fees or commissions. See "Description of the Plan -- 4. Purchases and Purchase Price". It is expected that most Depositary Shares purchased under the Plan will be purchased directly from the Company. The Depositary Shares, including the shares offered hereby, will be listed on the New York Stock Exchange under the symbol FHI.PRD. It is suggested that this Prospectus be retained for further reference. The proportionate liquidation preference of each Depositary Share is $25. Dividends on the Series D Preferred Stock will be cumulative from the date of original issue and will be payable quarterly, when, as and if declared by the Board of Directors of the Company, on the first business day of March, June, September and December of each year (each a "dividend payment date"), in an amount equivalent to $2.025 per annum per Depositary Share. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is November , 1994. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison St., 14th Floor, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports and other information also are available for inspection at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, certain portions of which have been omitted pursuant to the rules and regulations of the Commission. The information so omitted may be obtained from the Commission's principal office in Washington, D.C. upon payment of the fees prescribed by the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference in this Prospectus the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (the "1993 10-K Report"), the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994 (the "1994 10-Q Reports") and the Company's Current Report on Form 8-K dated August 3, 1994 filed pursuant to Section 13 of the Exchange Act. The Company also hereby incorporates by reference in this Prospectus the descriptions of the Series D Preferred Stock and the Depositary Shares set forth in the prospectus dated August 3, 1994, as supplemented by a prospectus supplement dated August 3, 1994, filed with the Commission on August 4, 1994 pursuant to Rule 424(b)(5) under the Securities Act (such prospectus and prospectus supplement relating to the Company's Registration Statement on Form S-3, File No. 33-63116). In addition, all reports filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of securities offered by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. The Company undertakes to provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any and all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written or telephonic requests should be directed to Ford Holdings, Inc., The American Road, Dearborn, Michigan 48121, Attention: Assistant Treasurer (Telephone 313-322-3000). ------------------------- THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED IN THE INCORPORATED DOCUMENTS. ------------------------- The following information, which is being disclosed pursuant to Florida law, is accurate as of the date of this Prospectus: Autolatina-Comercio, Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint venture between Ford Motor Company ("Ford") and Volkswagen AG in which Ford has a 49% ownership interest. Autolatina occasionally sells vehicles to persons located in Cuba. Each such sale is made pursuant to a specific license granted to Ford by the U.S. Department of Treasury. The last such sale, which involved one medical supply vehicle, was made to Cubanacan in April 1991. Current information concerning Autolatina's or its Ford-related affiliates' business dealings with the government of Cuba or with persons located in Cuba may be obtained from the State of Florida Department of Banking and Finance at The Capitol Building, Suite 1401, Tallahassee, Florida 32399-0350 (telephone number 904-488-0545). 2 4 THE COMPANY The Company was incorporated in Delaware in September 1989 for the principal purpose of acquiring, owning and managing certain assets of Ford Motor Company ("Ford"). The Company's primary activities consist of consumer and commercial financing operations, insurance underwriting and equipment leasing. These activities are conducted through its wholly owned subsidiaries, Associates First Capital Corporation and its subsidiaries, The American Road Insurance Company and its subsidiaries ("American Road"), USL Capital Corporation and its subsidiaries, Ford Motor Land Development Corporation and its subsidiaries ("Ford Land") and Ford Leasing Development Company and its subsidiaries ("Ford Leasing"). As a holding company, the Company has no employees of its own and American Road, Ford Land and Ford Leasing have no employees of their own; their operations are conducted by employees of Ford, Ford Motor Credit Company, a wholly owned subsidiary of Ford ("Ford Credit"), and other Ford subsidiaries pursuant to management service agreements. See Item 13, "Certain Relationships and Related Transactions" of the 1993 10-K Report and Note 16 of the Notes to Financial Statements included in the 1993 10-K Report. All the outstanding Common Stock of the Company, representing 75% of the combined voting power of all classes of capital stock of the Company, is owned by Ford and Ford Credit. The balance of the capital stock, consisting of shares of preferred stock (including outstanding shares of Series D Preferred Stock), accounts for the remaining 25% of the total voting power; none of such shares of preferred stock is held, directly or indirectly, by Ford or Ford Credit. The Company intends to pay dividends on the Series D Preferred Stock primarily from cash dividends received from its subsidiaries. The ability of the subsidiaries to pay dividends to the Company is dependent upon the subsidiaries' profitability, regulatory requirements, and other factors, and is subject to restrictive covenants in their debt instruments. Such restrictions include a limitation on the payment of cash dividends by Associates Corporation of North America, the principal subsidiary of Associates First Capital Corporation, on its common stock in any year to not more than 50% of consolidated net earnings for such year, subject to certain exceptions, plus increases in contributed capital and extraordinary gains. In addition, insurance regulatory requirements of the State of Michigan restrict payment of dividends by American Road. See Note 14 of the Notes to Financial Statements included in the 1993 10-K Report. The principal executive office of the Company is located at The American Road, Dearborn, Michigan 48121, and its telephone number is (313) 322-3000. 3 5 USE OF PROCEEDS The Company does not know either the number of Depositary Shares that ultimately will be purchased directly from the Company under the Plan or the prices at which such shares will be sold. The Company intends to add any proceeds it receives from sales of Depositary Shares to its general funds to be available for general corporate purposes of the Company and its subsidiaries. RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The ratio of "earnings" to "combined fixed charges and preferred stock dividends" for the Company and its subsidiaries was as follows for each of the periods indicated:
NINE MONTHS ENDED SEPTEMBER 30 YEARS ENDED DECEMBER 31 - -------------- -------------------------------------------- 1994 1993 1993 1992 1991 1990 1989 - ---- ---- ---- ---- ---- ---- ---- 1.4 1.4 1.4 1.3 1.3 1.2 1.6
For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends, "earnings" include earnings before income taxes and cumulative effects of changes in accounting principles, plus adjusted fixed charges. "Combined fixed charges and preferred stock dividends" consist of interest on borrowed funds, amortization of debt discount, premium, and issuance expense, one third of all rental expense (the portion deemed representative of the interest factor) and dividends paid on preferred stock. Preferred stock dividend requirements have been increased to an amount representing the pre-tax earnings which would be required to cover such dividends based on the effective income tax rates for the respective periods. DESCRIPTION OF THE PLAN 1. ADMINISTRATION The Plan is administered for the participants by the Company and Chemical Bank, as agent for the participants (the "Agent"). The Agent's address is: Chemical Bank Dividend Reinvestment Department Ford Holdings, Inc. Series D Dividend Reinvestment and Stock Purchase Plan J.A.F. Building P.O. Box 3069 New York, New York 10116-3069 Telephone No. 1-800-442-4295 or (212) 613-7427 Chemical Bank also acts as transfer agent and registrar for the Company's Series D Preferred Stock and as depositary and registrar for the Depositary Shares. 2. ELIGIBILITY In general, any Stockholder is eligible to participate in the Plan. If a person owns shares of Series D Preferred Stock or Depositary Shares which are not registered in his or her name, for 4 6 example registered in the name of a broker or bank nominee, the person must have the shares transferred to his or her name in order to participate in the Plan or make appropriate arrangements for the broker or nominee to participate in the Plan on his or her behalf. In such an event, the Agent and the Company shall treat such broker or nominee as the participant and the person whose shares are held in the name of a broker or nominee shall have no rights as a participant under the Plan. A person who chooses to leave his or her shares registered in the name of a broker or nominee must verify the extent to which such broker or nominee will provide all of the services and features of the Plan. Such person must rely upon his or her broker or nominee for administering his or her dividends and must correspond exclusively with the broker or nominee on all matters regarding the Plan, including optional cash payments, account statements, share withdrawal and termination of participation in the Plan. The Agent will have no record of the participation in the Plan by any person whose shares are held in the name of a broker or nominee. 3. PARTICIPATION Under the Plan, a Stockholder may elect to purchase Depositary Shares by (i) reinvesting the cash dividends paid on all or a designated number (which, if a fraction, must be in integral multiples of 1/4,000) of the Stockholder's shares of Series D Preferred Stock or the cash dividends distributed with respect to all or a designated whole number of the Stockholder's Depositary Shares, as the case may be, and/or (ii) making cash payments from time to time for purchase on any dividend payment date, subject to the limitations described herein. A Stockholder may participate in the Plan at any time by completing and signing an authorization form ("Authorization Form") and returning it to the Agent at the address shown above. An Authorization Form may be obtained by written request to the Agent. For reinvested dividends, participation will begin with the next quarterly dividend payment, as and when declared, after receipt of the Authorization Form by the Agent, provided the Authorization Form is received prior to the record date for that dividend. A participant may elect to reinvest the cash dividends paid on all or a designated number of the participant's shares of Series D Preferred Stock or Depositary Shares, as the case may be. If a participant wishes only to make optional cash payments, the Authorization Form must be received not less than ten days prior to a dividend payment date for investment on that date. If the Agent receives an Authorization Form after such deadlines, participation will begin on the next dividend payment date. A participant desiring to make optional cash payments may do so by sending the Agent a check or money order made payable to the Agent, for the amount he or she wishes to invest, which may not be less than $25 or more than $12,000 with respect to each quarterly optional cash purchase. No interest will be paid on cash payments. An acknowledgment will be sent to a participant confirming the receipt of each optional cash payment. Any cash payment received by the Agent less than three business days prior to a dividend payment date will be returned to the participant. Participants who wish to change their elections under the Plan must complete, sign and return to the Agent a new Authorization Form. The change will take effect as of the next dividend record date after the new Authorization Form is received by the Agent. 4. PURCHASES AND PURCHASE PRICE At the direction of the Company, the Agent may purchase Depositary Shares either from the Company or in open market transactions. If the Agent purchases Depositary Shares from the 5 7 Company, the price per Depositary Share to each participant will be the average of the daily high and low sales prices of the Depositary Shares traded on the New York Stock Exchange, as reported in The Wall Street Journal for New York Stock Exchange Composite Transactions, for the period of ten trading days immediately prior to the dividend payment date. If the Agent purchases Depositary Shares in open market transactions, the price per Depositary Share to each participant will be the average cost of all Depositary Shares so purchased on the relevant dividend payment date, plus any related brokerage fees or commissions. The number of Depositary Shares purchased for the account of a participant with respect to a dividend payment date will depend on the amount of a participant's dividend or optional cash payment and the applicable purchase price of the Depositary Shares. Each participant's account will be credited with the number of Depositary Shares, including fractions rounded to four decimal places, equal to the amount of his or her reinvested cash dividend or optional cash payment divided by the applicable purchase price per Depositary Share. 5. DEPOSITARY RECEIPTS In general, depositary share certificates representing Depositary Shares ("Depositary Receipts") purchased under the Plan will not be issued to participants. Depositary Shares will be credited to each participant's account as purchased. However, Depositary Receipts for any whole number of Depositary Shares credited to a participant's account under the Plan will be issued, upon the written request of the participant to the Agent, at a cost to the participant of $5.00 per certificate. Any remaining whole Depositary Shares and fractional Depositary Shares will continue to be credited to the participant's account. Depositary Receipts for fractional Depositary Shares will not be issued. 6. SAFEKEEPING PROGRAM To protect against stock certificates or Depositary Receipts being lost, misplaced or stolen, Plan participants may deposit certificates for Series D Preferred Stock or Depositary Receipts, as the case may be, with the Agent for credit to their Plan account. Participants who wish to avail themselves of the safekeeping feature of the Plan must mail their stock certificates or Depositary Receipts to Chemical Bank, Dividend Reinvestment Department, Ford Holdings, Inc. Series D Dividend Reinvestment and Stock Purchase Plan, J.A.F. Building, P.O. Box 3069, New York, New York 10116-3069. Certificates or Depositary Receipts must be sent by registered mail, accompanied by a completed Authorization Form specifying (i) that such stock certificates or Depositary Receipts are furnished for safekeeping and (ii) dividends on all or a designated number (which if a fraction must be in integral multiples of 1/4,000) of their shares of Series D Preferred Stock or whole number of Depositary Shares, as the case may be, are to be reinvested pursuant to the Plan. There is a charge of $3.00 for the safekeeping feature of the Plan and a check payable to Chemical Bank in such amount must be sent to the Agent with the participant's stock certificates or Depositary Receipts. 7. STATEMENTS AND REPORTS A Plan account will be maintained by the Agent for each participant. After each dividend payment date, the Agent will send a statement to each participant for whose account purchases were credited under the Plan on such date, indicating the amount of dividends reinvested and optional cash payments invested, the purchase price per Depositary Share (which will include any 6 8 related brokerage fees or commissions), the number of Depositary Shares purchased, the number of shares of Series D Preferred Stock or Depositary Shares held in the participant's account and, if Depositary Shares were purchased from the Company, the fair market value of Depositary Shares purchased under the Plan. (The fair market value is the average of the high and low sales prices per Depositary Share on the dividend payment date.) Participants should retain such statements for income tax purposes. Participants also will receive copies of all materials sent to Depositary Receipt holders, including annual reports, meeting notices and proxy statements. 8. VOTING RIGHTS The Agent will vote or abstain from voting Depositary Shares or shares of Series D Preferred Stock credited to the participant's account under the Plan as of the record date for a meeting or consent of stockholders in the same manner as the participant votes or abstains from voting by proxy any other shares registered in the participant's name, delivered to the Company, in the case of Series D Preferred Stock, or by instruction to the Depositary, in the case of Depositary Shares, or as the participant otherwise instructs the Company or the Depositary, as applicable, in writing at least one business day before the meeting at which such shares are to be voted. If the participant has no other shares registered in his or her name, the Agent will vote all of the shares credited to the participant's account under the Plan as of the record date as instructed by the participant on a form to be furnished to the participant by the Agent and returned to the Agent at least one business day before the meeting at which they are to be voted. The Agent will refrain from voting shares for which such proxy or such instructions are not received in accordance with this paragraph. 9. STOCK DIVIDENDS AND SPLITS Any Series D Preferred Stock or Depositary Shares distributed (whether as a dividend in or as a result of a split of such shares or otherwise) with respect to shares of Series D Preferred Stock or Depositary Shares held for the participant by the Agent, will be credited to the participant's Plan account and, as to shares of Series D Preferred Stock or Depositary Shares registered in the name of the participant, will be mailed directly to the participant in the usual manner. 10. ASSIGNABILITY Depositary Shares or shares of Series D Preferred Stock held by the Agent under the Plan may not be transferred or pledged unless the participant requests that certificates or Depositary Receipts, as the case may be, for such shares be issued to the participant at a cost to the participant of $5.00 per certificate or Depositary Receipt. Such shares then will no longer participate in the Plan. 11. WITHDRAWAL FROM THE PLAN A participant may withdraw from the Plan at any time by sending a written notice of withdrawal to the Agent. If such notice is received by the Agent after the record date for the payment of a dividend, the withdrawal will not be effective until after the payment of such dividend. When a participant withdraws from the Plan, or upon termination of the Plan by the Company, certificates for any whole shares of Series D Preferred Stock and Depositary Receipts for any fractional share (which is an integral multiple of 1/4,000) of any Series D Preferred Stock or whole Depositary Shares credited to the participant's account under the Plan will be issued to the participant and a 7 9 cash payment made for any fractional Depositary Share, unless the participant requests that all whole or fractional shares of Series D Preferred Stock or whole Depositary Shares be sold. If a participant directs withdrawal from the Plan, the participant will be charged an issuance fee of $5.00 per certificate or Depositary Receipt. If the participant requests that whole or fractional shares of Series D Preferred Stock or whole Depositary Shares credited to his or her account be sold by the Agent, the Agent will sell such shares as soon as practicable following receipt of the request and will send the participant a check for the net proceeds, after deducting any brokerage fees or commissions and transfer taxes, and a transaction fee of $15.00 for each sale. The Agent may combine full and fractional shares of Series D Preferred Stock and whole Depositary Shares sold with those of other terminating participants sold on the same day, in which case the net proceeds to each participant will be based on the average sales prices of all such shares of Series D Preferred Stock or Depositary Shares, as the case may be, sold on such day. There are no requirements for certification of a participant's request to terminate participation or to authorize the Agent to sell a participant's shares of Series D Preferred Stock or Depositary Shares, unless a legal transfer, such as a transfer involving fiduciaries, is involved, in which event certification requirements will vary depending upon governing state law. Participants who withdraw from the Plan may re-enroll at any time by sending to the Agent a completed and signed Authorization Form. 12. MODIFICATION OR TERMINATION The Company may amend, modify, suspend or terminate the Plan, upon mailing notice to each participant, but such action shall have no retroactive effect that would prejudice the interests of the participants. Notice of any such amendment, modification, suspension or termination will be sent to each participant at the participant's last known address. 13. RESPONSIBILITY The Company, and the Agent in administering the Plan, shall not be liable for any act performed in good faith or for any good faith omission to act, including, without limitation, any claim of liability (a) arising out of failure to terminate a participant's account upon such participant's death prior to the Agent's actual receipt of a notice in writing of such death from a person authorized to give such notice, (b) with respect to the prices at which Depositary Shares are purchased for a participant's account and the times when such purchases are made or (c) for the market value or any fluctuation in the market value after purchase of Depositary Shares or sale of Depositary Shares or shares of Series D Cumulative Preferred Stock for a participant's account. 14. GOVERNING LAW The Plan and its operation shall be governed by and construed in accordance with the laws of the State of New York. 8 10 TAXATION GENERAL Owners of the Depositary Shares are treated for Federal income tax purposes as if they were owners of the Series D Preferred Stock represented by such Depositary Shares and, accordingly, must take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of such Series D Preferred Stock. INCOME TAX INFORMATION WITH RESPECT TO THE PLAN Dividends that are reinvested under the Plan are subject to Federal and other income taxes just as if they had been received in cash. The tax basis in any Depositary Shares purchased under the Plan is the price paid for the shares. In the case of Depositary Shares purchased by the Agent on the open market, the purchase price will include a participant's proportionate part of any related brokerage fees or commissions. A participant in the Plan will not realize any taxable income when he or she receives Depositary Receipts for whole Depositary Shares credited to his or her account, either upon request for such Depositary Receipts or upon withdrawal from or termination of the Plan. However, a participant will realize gain or loss when whole Depositary Shares acquired under the Plan are sold or exchanged, either by the Agent or by the participant upon or after withdrawal from or termination of the Plan. A participant also will realize gain or loss upon withdrawal from or termination of the Plan when he or she receives a cash payment for a fractional Depositary Share credited to his or her account. The amount of such gain or loss will be the difference between the amount the participant receives upon the sale or exchange of his or her Depositary Shares or fractional Depositary Shares and his or her basis in such shares. For most participants, gain or loss will be capital gain or loss. A participant's holding period for any Depositary Shares acquired pursuant to the Plan will begin on the day following the acquisition of such Depositary Shares for such participant's Plan account. If a participant is subject to United States income tax withholding, the amount of tax required to be withheld will reduce the amount applied to the purchase of Depositary Shares under the Plan. A participant should retain his or her statements to determine the tax basis of Depositary Shares acquired under the Plan. For replacement statements from the immediately preceding year, participants will be charged $5.00 per statement. For replacement statements for prior years, participants will be charged $20.00 per statement for each year. LEGAL OPINIONS The legality of the Series D Preferred Stock and Depositary Shares offered hereby has been passed on for the Company by J. M. Rintamaki, Esq., Secretary of the Company and Secretary and an Assistant General Counsel of Ford. Mr. Rintamaki is a full-time employee of Ford and owns, and holds options to purchase, shares of Common Stock of Ford and owns depositary shares, each representing 1/1,000 of a share of Series A Cumulative Convertible Preferred Stock of Ford. 9 11 EXPERTS The financial statements of the Company which are incorporated in this Prospectus by reference to the 1993 10-K Report have been audited by Coopers & Lybrand, independent certified public accountants, to the extent indicated in their report therein, and have been so incorporated in reliance on the report, which includes an explanatory paragraph indicating that the Company changed its methods of accounting for income taxes and postretirement benefits other than pensions in 1992, of that firm given on their authority as experts in accounting and auditing. With respect to the unaudited interim financial information of the Company for the periods ending March 31, 1994, June 30, 1994 and September 30, 1994, incorporated in this Prospectus by reference to the 1994 10-Q Reports, Coopers & Lybrand L.L.P. have reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their reports included in the 1994 10-Q Reports state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. The accountants are not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim financial information because such reports do not constitute "reports" or a "part" of the registration statements prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act. INDEMNIFICATION Section 145 of the Delaware General Corporation Law generally provides that any person who was or is a defendant in a civil or criminal proceeding by reason of the fact that he or she was or is a director, officer, employee, or agent of a corporation may be indemnified by such corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless otherwise determined by the Delaware Court of Chancery or other competent court. The Company's Certificate of Incorporation generally provides that its directors, officers and employees shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law. Pursuant to sales agency and underwriting agreements relating to offerings of certain of its securities, certain sales agents and underwriters have agreed to indemnify the Company, each officer and director of the Company and each person, if any, who controls the registrant within the meaning of the Securities Act of 1933, against certain liabilities, including liabilities under said Act. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable. 10 12 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- No dealer, salesman or any other person has been authorized to give any information or to make any representations not contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, the Agent or any other person. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. ------------------------ TABLE OF CONTENTS Page --- Available Information.................... 2 Incorporation of Certain Documents by Reference.............................. 2 The Company.............................. 3 Use of Proceeds.......................... 4 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.............................. 4 Description of the Plan.................. 4 Taxation................................. 9 Legal Opinions........................... 9 Experts.................................. 10 Indemnification.......................... 10 FORD HOLDINGS, INC. SERIES D DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN (LOGO) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 13 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the estimated expenses in connection with the offering described in this Registration Statement: Securities and Exchange Commission registration fee.... $ 2,586.23 Printing and engraving................................. 20,000.00 Accountants' fees...................................... -- Blue Sky fees and expenses............................. 5,000.00 Fee and Expenses of Depositary and Transfer Agent...... -- Dividend Reinvestment Agent Fees....................... 5,000.00 Stock Exchange listing fees............................ 20,000.00 Miscellaneous expenses................................. 5,000.00 ----------- Total........................................... $ 57,586.23 ==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides as follows: 145. Indemnification of officers, directors, employees and agents; insurance-- (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably II-1 14 entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending a civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Section. (h) For purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have had with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation II-2 15 which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Article Seventh of the Company's Certificate of Incorporation includes the following provisions: LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION AND INSURANCE 3.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this subsection 3.1 of Article SEVENTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. 3.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 3.1. Any repeal or modification of subsection 3.1 of this Article SEVENTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. 3.3. INDEMNIFICATION AND INSURANCE. 3.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including penalties, fines, judgments, attorneys' fees, amounts paid or to be paid in settlement and excise taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii) charitable organizations or (iii) similar matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, II-3 16 officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (other than pursuant to subsection 3.3b of this Article SEVENTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this subsection 3.3a of Article SEVENTH shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this subsection 3.3a of Article SEVENTH or otherwise. 3.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is obligated to pay under subsection 3.3a of this Article SEVENTH is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 3.3C. MISCELLANEOUS. The provisions of this Section 3.3 of Article SEVENTH shall cover claims, actions, suits or proceedings, civil or criminal, whether now pending or hereafter commenced, and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. If any part of this Section 3.3 of Article SEVENTH should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected. 3.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 3.3 of Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise. 3.3E. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. 3.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to II-4 17 be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Section 3.3 of Article SEVENTH with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Pursuant to sales agency and underwriting agreements relating to offerings of certain of its securities, certain sales agents and underwriters have agreed to indemnify the Company, each officer and director of the Company and each person, if any, who controls the Company within the meaning of the Securities Act of 1933, against certain liabilities, including liabilities under said Act. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits
EXHIBIT NUMBER DESCRIPTION - ----------- -------------------------------------------------------------------------------- 4.1(a) Certificate of Incorporation of the Company 4.2(b) By-Laws of the Company, as amended through May 22, 1992 4.3(c) Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange) 4.4(d) Certificate of Amendment to Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange) filed December 27, 1991 4.5(e) Certificate of Amendment to Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange) filed June 1, 1992 4.6(f) Certificate of Designations of the Series A Cumulative Preferred Stock 4.7(g) Deposit Agreement dated as of June 4, 1992 (including form of Depositary Receipt) relating to the Series A Cumulative Preferred Stock 4.8(h) Certificate of Designations of the Series B Cumulative Preferred Stock 4.9(i) Deposit Agreement dated as of January 26, 1993 (including form of Depositary Receipt) relating to the Series B Cumulative Preferred Stock 4.10(j) Form of Certificate of Designations of the Series C Cumulative Preferred Stock 4.11(k) Deposit Agreement dated as of August 30, 1993 (including form of Depositary Receipt) relating to the Series C Cumulative Preferred Stock 4.12(l) Certificate of Designations of the Series D Cumulative Preferred Stock 4.13(m) Deposit Agreement dated as of August 10, 1994 (including form of Depositary Receipt) relating to the Series D Cumulative Preferred Stock 4.14(n) Form of Series D Cumulative Preferred Stock Certificate 5 Opinion of J. M. Rintamaki, Secretary of the Company and Secretary and an Assistant General Counsel of Ford, as to the legality of the securities offered hereby 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial information 23.1 Consent of J. M. Rintamaki (included in Exhibit 5) 23.2 Consent of Coopers & Lybrand L.L.P. 24 Powers of Attorney 99 Stockholder Authorization Form
- ------------------------- (a) Incorporated herein by reference to Exhibit 3-A of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-18263. II-5 18 (b) Incorporated herein by reference to Exhibit 3-C of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (c) Incorporated herein by reference to Exhibit 4-A-1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-18263. (d) Incorporated herein by reference to Exhibit 4-A-2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-18263. (e) Incorporated herein by reference to Exhibit 4-A-4 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (f) Incorporated herein by reference to Exhibit 4-A-5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (g) Incorporated herein by reference to Exhibit 4-C-1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (h) Incorporated herein by reference to Exhibit 4-A-6 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (i) Incorporated herein by reference to Exhibit 1-B of the Company's Current Report on Form 8-K dated January 19, 1993, File No. 0-18263. (j) Incorporated herein by reference to Exhibit 2.7 of the Company's Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263. (k) Incorporated herein by reference to Exhibit 2.8 of the Company's Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263. (l) Incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated August 3, 1994, File No. 0-18263. (m) Incorporated herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K dated August 3, 1994, File No. 0-18263. (n) Incorporated herein by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A dated August 3, 1994, File No. 0-18263. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs 1 (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the II-6 19 securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-7 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Ford Holdings, Inc., certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dearborn, Michigan, on the 4th day of November, 1994. FORD HOLDINGS, INC. By: J. M. DEVINE* ------------------------------- (J. M. Devine) Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - ------------------------------------------- ------------------------ ------------------- Chairman of the Board of Directors and Chief Executive Officer and Director (principal J. M. DEVINE* executive officer) ........................................ (J. M. DEVINE) Vice President and Assistant Treasurer E. S. ACTON* and Director ........................................ (E. S. ACTON) Vice President and W. F. BLOOD* Director ........................................ (W. F. BLOOD) Vice President-- Treasurer and Director (principal financial M. S. MACDONALD* officer) ........................................ (M. S. MACDONALD) Vice President-- Controller (principal T. F. MARRS* accounting officer) November 4, 1994 ........................................ (T. F. MARRS) Vice President and D. N. MCCAMMON* Director ........................................ (D. N. MCCAMMON) D. E. RICHARDSON* Director ........................................ (D. E. RICHARDSON) H. JAMES TOFFEY* Director ........................................ (H. JAMES TOFFEY) K. WHIPPLE* President and Director ........................................ (K. WHIPPLE) *By: /s/ P. J. SHERRY, JR. ........................................ (P. J. SHERRY, JR., ATTORNEY-IN-FACT)
II-8 21 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ----------- ------------------------------------------------------------------ ------------ 4.1(a) Certificate of Incorporation of the Company 4.2(b) By-Laws of the Company, as amended through May 22, 1992 4.3(c) Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange) 4.4(d) Certificate of Amendment to Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange) filed December 27, 1991 4.5(e) Certificate of Amendment to Certificate of Designations of Flexible Rate Auction Preferred Stock (Exchange) filed June 1, 1992 4.6(f) Certificate of Designations of the Series A Cumulative Preferred Stock 4.7(g) Deposit Agreement dated as of June 4, 1992 (including form of Depositary Receipt) relating to the Series A Cumulative Preferred Stock 4.8(h) Certificate of Designations of the Series B Cumulative Preferred Stock 4.9(i) Deposit Agreement dated as of January 26, 1993 (including form of Depositary Receipt) relating to the Series B Cumulative Preferred Stock 4.10(j) Form of Certificate of Designations of the Series C Cumulative Preferred Stock 4.11(k) Deposit Agreement dated as of August 30, 1993 (including form of Depositary Receipt) relating to the Series C Cumulative Preferred Stock 4.12(l) Certificate of Designations of the Series D Cumulative Preferred Stock 4.13(m) Deposit Agreement dated as of August 10, 1994 (including form of Depositary Receipt) relating to the Series D Cumulative Preferred Stock 4.14(n) Form of Series D Cumulative Preferred Stock Certificate 5 Opinion of J. M. Rintamaki, Secretary of the Company and Secretary and an Assistant General Counsel of Ford, as to the legality of the securities offered hereby 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial information 23.1 Consent of J. M. Rintamaki (included in Exhibit 5) 23.2 Consent of Coopers & Lybrand L.L.P. 24 Powers of Attorney 99 Stockholder Authorization Form
- ------------------------- (a) Incorporated herein by reference to Exhibit 3-A of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 0-18263. (b) Incorporated herein by reference to Exhibit 3-C of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (c) Incorporated herein by reference to Exhibit 4-A-1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 0-18263. (d) Incorporated herein by reference to Exhibit 4-A-2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1991, File No. 0-18263. 22 (e) Incorporated herein by reference to Exhibit 4-A-4 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (f) Incorporated herein by reference to Exhibit 4-A-5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (g) Incorporated herein by reference to Exhibit 4-C-1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (h) Incorporated herein by reference to Exhibit 4-A-6 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263. (i) Incorporated herein by reference to Exhibit 1-B of the Company's Current Report on Form 8-K dated January 19, 1993, File No. 0-18263. (j) Incorporated herein by reference to Exhibit 2.7 of the Company's Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263. (k) Incorporated herein by reference to Exhibit 2.8 of the Company's Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263. (l) Incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated August 3, 1994, File No. 0-18263. (m) Incorporated herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K dated August 3, 1994, File No. 0-18263. (n) Incorporated herein by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A dated August 3, 1994, File No. 0-18263. EX-5 2 EXHIBIT 5 1 EXHIBIT 5 [LETTERHEAD] November 4, 1994 Ford Holdings, Inc. The American Road Dearborn, Michigan 48121 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-3 (the "Registration Statement"), being filed by Ford Holdings, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of (i) up to 75 shares of its preferred stock, designated as Series D Cumulative Preferred Stock (the "Preferred Stock") and (ii) up to 300,000 depositary shares, each representing 1/4,000 of a share of the Preferred Stock (the "Depositary Shares") to be evidenced by depositary receipts relating to the Depositary Shares (the "Depositary Receipts") issued pursuant to a Deposit Agreement dated as of August 10, 1994 among the Company, Chemical Bank, as depositary (the "Depositary"), and the holders from time to time of the Depositary Receipts (the "Deposit Agreement"). As Secretary of the Company and Secretary and an Assistant General Counsel of Ford Motor Company, I am familiar with the Registration Statement and with the Certificate of Incorporation, the By-Laws and the affairs of the Company. In connection with the Registration Statement, I have examined, or caused to be examined, (i) the Certificate of Designations relating to the Preferred Stock, (ii) the Deposit Agreement, and (iii) a copy of the Registration Statement. I also have examined, or caused to be examined, such other documents and instruments and have made, or caused to be made, such further investigation as I have deemed necessary in connection with this opinion. Based upon the foregoing, it is my opinion that: 2 - 2 - 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. 2. When (a) the registration requirements of the Act and such state Blue Sky or securities laws as may be applicable have been complied with, (b) the Preferred Stock and the Depositary Shares have been duly issued and sold in the manner contemplated by the Registration Statement, and (c) with respect to the Depositary Shares only, the Depositary has duly executed the Depositary Receipts in accordance with the terms of the Deposit Agreement (the Company having deposited the Preferred Stock with the Depositary pursuant to the Deposit Agreement), the Preferred Stock will be validly issued, fully paid and nonassessable, will not have been issued in violation of or subject to any preemptive rights, and will have the rights set forth in the Company's Certificate of Incorporation, as then amended, including the amendment effected by the Certificate of Designations relating to the Preferred Stock, and the Depositary Shares will represent legal and valid interests in the shares of Preferred Stock. In connection with the foregoing opinion, I wish to point out that I am a member of the Bar of the State of Michigan and do not hold myself out as expert in the laws of states other than Michigan. However, I have made, or caused to be made, such investigation as I have deemed appropriate with respect to the laws of other states in connection with such opinion, and nothing has come to my attention in the course of such investigation which would lead me to question the correctness of such opinion. I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder. Very truly yours, /s/ J. M. Rintamaki J. M. Rintamaki Secretary EX-12 3 EXHIBIT 12 1 EXHIBIT 12 Ford Holdings, Inc. and Subsidiaries CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in millions)
Nine Months ----------------------- 1994 1993 ------- ------- Earnings (a) - -------- Income before income taxes $ 685 $ 599 Adjusted fixed charges 1,580 1,405 ------ ------ Total earnings $2,265 $2,004 ====== ====== Combined Fixed Charges and Preferred Stock Dividends (a) - ------------------------- Interest expense $1,527 $1,359 Interest portion of rental expense 19 18 Preferred stock dividend requirements (b) 110 88 ------ ------ Total combined fixed charges and preferred stock dividends $1,656 $1,465 ====== ====== Ratio of earnings to combined fixed charges and preferred stock dividends 1.4 1.4
- - - - - - (a) For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends, "earnings" include earnings before income taxes plus adjusted fixed charges. "Combined fixed charges and preferred stock dividends" consist of interest on borrowed funds, amortization of debt discount, premium, and issuance expense, one-third of all rental expense (the portion deemed representative of the interest factor) and dividends paid on preferred stock. (b) Preferred stock dividend requirements have been increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements based on Ford Holdings' effective income tax rates for the respective periods. 2 EXHIBIT 12 Ford Holdings, Inc. and Subsidiaries CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in millions)
For the Years Ended December 31 ------------------------------------------------------- Earnings(a) 1993 1992 1991 1990 1989 - -------- ---- ---- ---- ---- ---- Income before income taxes and cumulative effects of changes in accounting principles $ 831 $ 588 $ 592 $ 455 $286 Adjusted fixed charges 1,895 1,731 1,790 1,648 417 ------ ------ ------ ------ ---- Total earnings $2,726 $2,319 $2,382 $2,103 $703 ====== ====== ====== ====== ==== Combined Fixed Charges and Preferred Stock Dividends (a) - ------------------------- Interest expense $1,832 $1,659 $1,718 $1,569 $388 Interest portion of rental expense 24 24 24 28 24 Preferred stock dividend requirements (b) 123 78 74 89 15 ------ ------ ------ ------ ---- Total combined fixed charges and preferred stock dividends $1,979 $1,761 $1,816 $1,686 $427 ====== ====== ====== ====== ==== Ratio of earnings to combined fixed charges and preferred stock dividends 1.4 1.3 1.3 1.2 1.6 Pro forma - --------- Pro forma (unaudited) interest on zero coupon note 25 ---- Pro forma total fixed charges $452 ==== Pro forma ratio of earnings to combined fixed charges and preferred stock dividends 1.6
(a) For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends, "earnings" include earnings before income taxes and cumulative effects of changes in accounting principles, plus adjusted fixed charges. "Combined fixed charges and preferred stock dividends" consist of interest on borrowed funds, amortization of debt discount, premium, and issuance expense, one-third of all rental expense (the portion deemed representative of the interest factor) and dividends paid on preferred stock. (b) Preferred stock dividend requirements have been increased to an amount representing the pre-tax earnings which would be required to cover such dividends based on the effective income tax rates for the respective periods. EX-15 4 EXHIBIT 15 1 EXHIBIT 15 [LETTERHEAD] Ford Holdings, Inc. The American Road Dearborn, Michigan Re: Ford Holdings, Inc. Registration Statement on Form S-3 We are aware that our reports dated April 27, 1994, July 27, 1994 and October 26, 1994 accompanying the unaudited interim financial information of Ford Holdings, Inc. for the periods ended March 31, 1994 and 1993, for the periods ending June 30, 1994 and 1993 and for the periods ending September 30, 1994 and 1993 and included in the Ford Holdings, Inc. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994, respectively, are incorporated by reference in this Registration Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these reports should not be considered a part of the Registration Statement prepared or certified by us within the meaning of Sections 7 and 11 of the Act. [SIG] COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 November 3, 1994 EX-23.2 5 EXHIBIT 23.2 1 EXHIBIT 23.2 [LETTERHEAD] Ford Holdings, Inc. The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P. Re: Ford Holdings, Inc. Registration Statement on Form S-3 We consent to the incorporation by reference in this Registration Statement of our reports dated February 1, 1994 on our audits of the consolidated financial statements and financial statement schedules of Ford Holdings, Inc. at December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, which reports include an explanatory paragraph indicating that Ford Holdings, Inc. changed its method of accounting for postretirement benefits other than pensions and income taxes in 1992, and are included in, or incorporated by reference in, Ford Holdings, Inc.'s 1993 Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts." [SIG] COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 November 3, 1994 EX-24 6 EXHIBIT 24 1 EXHIBIT 24 FORD HOLDINGS, INC. CERTIFICATE I, L. J. Ghilardi, an Assistant Secretary of FORD HOLDINGS, INC., a Delaware corporation (the "Company"), hereby certify, to the best of my knowledge and belief, that attached hereto are true and correct copies of resolutions duly adopted by unanimous written consent of the Board of Directors of the Company, dated as of August 18, 1994, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, and the same resolutions are in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand on this 4th day of November, 1994. /s/ L. J. Ghilardi ------------------ L. J. Ghilardi Assistant Secretary Attachment 2 Exhibit 24 FORD HOLDINGS, INC. RESOLUTIONS RELATING TO ISSUANCE OF PREFERRED STOCK RESOLVED, That the proposed form of Certificate of the Designations, Powers, Preferences and Relative, Participating or Other Rights, and the Qualifications, Limitations or Restrictions thereof, of Preferred Stock of the Company, par value $1.00 per share ("Preferred Stock"), a copy of which is available for examination at this meeting (the "Certificate of Designations"), creating and establishing one or more series of Preferred Stock to be filed with the Secretary of State of the State of Delaware, be and hereby is approved in all respects, and that the resolutions set forth therein be and hereby are adopted and approved as if fully set forth herein. RESOLVED, That the Chairman of the Board of Directors, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company, and each of them, be and hereby are authorized and directed, in the name and on behalf of the Company, to prepare, execute and cause to be filed, prior to the issuance of any shares of Preferred Stock, with the Secretary of State of the State of Delaware and any other appropriate governmental agency or office, the Certificate of Designations designating such shares of Preferred Stock and describing the terms and provisions thereof, in such form and with such changes or additions to such terms and provisions as the Certificate of Designations Committee, referred to below, may approve. RESOLVED, That the Company be and hereby is authorized to issue and sell, in one or more public or private offerings within and/or outside the United States, up to eighty-two thousand eight hundred ninety-nine and one-half (82,899.5) shares of Preferred Stock with an aggregate liquidation preference not to exceed $1,000,000,000 and any Depositary Shares or receipts for such Depositary Shares (the "Depositary Shares"), each representing a fractional interest of a share of Preferred Stock, in such amount and at such purchase price or prices (including a price determined pursuant to a formula) and upon such additional terms and conditions, as may be fixed by the Certificate of Designations Committee referred to below; provided, however, that each share of Preferred Stock shall have a purchase price of not less than $1.00 per share and each Depositary Share shall have a purchase price of not less than an amount per share equal to $1.00 multiplied by the applicable fraction of a share of Preferred Stock represented by such Depositary Share; provided, further, that the number of shares of Preferred Stock issued pursuant to these resolutions, when 3 -2- combined with the number of shares of any other preferred stock of the Company then issued and outstanding shall not exceed one hundred thousand (100,000). RESOLVED, That the Company be and hereby is authorized to issue and/or sell, in one or more public or private offerings within and/or outside the United States, purchase contracts ("Preferred Stock Purchase Contracts") which permit, require or otherwise allow the holder or holders thereof to purchase up to eighty-two thousand eight hundred ninety-nine and one-half (82,899.5) shares of Preferred Stock with an aggregate liquidation preference not to exceed $1,000,000,000 and/or any Depositary Shares, such Preferred Stock Purchase Contracts to be in such amount and at such purchase price or prices (including a price determined pursuant to a formula) and upon such additional terms and conditions, as may be fixed by the Certificate of Designations Committee referred to below. RESOLVED, That the Company be and hereby is authorized to issue and/or sell Preferred Stock Purchase Contracts separately or in conjunction with the issue and sale of debt or other securities of the Company or an affiliate of the Company (Preferred Stock Purchase Contracts together with other securities issued and/or sold in conjunction therewith are referred to herein as the "Capital Units"). RESOLVED, That the Company be and hereby is authorized to register with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), (i) up to eighty-two thousand eight hundred ninety-nine and one-half (82,899.5) shares of Preferred Stock and any Depositary Shares, (ii) Preferred Stock Purchase Contracts covering a total of eighty-two thousand eight hundred ninety-nine and one-half (82,899.5) shares of Preferred Stock and any Depositary Shares, and (iii) the Capital Units (such Preferred Stock, Depositary Shares, if any, Preferred Stock Purchase Contracts, if any, and Capital Units, if any, being collectively referred to herein as the "Equity Securities"). RESOLVED, That there is hereby established as a committee of the Board of Directors of the Company the Certificate of Designations Committee, such committee to have the full power and authority of the Board of Directors to (A) establish the terms of the sale of the Equity Securities and the final terms of the Certificate of Designations creating and establishing the Preferred Stock, including, without limitation (i) the purchase price or method of determining the purchase price (including a price determined pursuant to a formula), not less than $1.00 per share (in the case of the Preferred Stock) and not less than an amount per share equal to $1.00 multiplied by the applicable fraction of a share of Preferred Stock represented by each Depositary Share (in the case of any Depositary Shares), to be paid by any underwriters or any firm, institution, partnership or other person purchasing 4 -3- the Equity Securities from the Company, (ii) the dividend rate or rates or the method of determining the dividend rate or rates (including dividend rates determined pursuant to a formula) and (iii) any terms for conversion or exchange into other securities of the Company or another person, and (B) to approve of such changes or additions to such terms and provisions of the Certificate of Designations as the Certificate of Designations Committee may deem appropriate and to effect or cause the filing thereof with the Secretary of State of the State of Delaware and any other appropriate governmental agency or office; provided, however, that the Certificate of Designations Committee shall have no authority to fix the voting powers of the Preferred Stock. RESOLVED, That the Certificate of Designations Committee shall consist of two Directors of the Company; that said two Directors shall constitute a quorum for the transaction of business by such committee; that Malcolm S. Macdonald and David N. McCammon be and hereby are designated to serve as members of such committee until their successors shall have been designated and have qualified, or as otherwise provided in the By-Laws of the Company; and that any one or two, as the case may be, of the other Directors of the Company be and hereby are designated as alternate committee members to serve in the event that Malcolm S. Macdonald and David N. McCammon, or either of them, should be unable or fail to serve. RESOLVED, That the preparation by the Company of a Registration Statement on Form S-3 or such other form as may be appropriate covering the Equity Securities, including prospectuses, exhibits and other documents, to be filed with the Commission for the purpose of registering the offer and sale of the Equity Securities, be and hereby is in all respects approved; that the directors and appropriate officers of the Company, and each of them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any such Registration Statement, with such changes, if any, therein, including amendments to the prospectus and the addition or amendment of exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof, and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause any such Registration Statement, so executed, to be filed with the Commission; and, prior to the effective date of any such Registration Statement, and if the Vice President - General Counsel or the Secretary deems it advisable, the appropriate officers of the Company are directed to use their best efforts to furnish each director and each officer signing such Registration Statement with a copy of such Registration Statement, and if, prior to the effective date of any such Registration Statement, material changes therein or material additions thereto are proposed to be made, other than changes and additions of a type authorized under these resolutions to be approved by officers of the Company as provided 5 -4- in these resolutions, and if the Vice President - General Counsel or the Secretary deems it advisable, the appropriate officers of the Company are directed to use their best efforts to furnish each director, and each officer signing any such Registration Statement, with a copy of such Registration Statement and each amendment thereto as filed with the Commission, or a description of such changes or additions, or a combination thereof, in as complete and final form as practicable and in sufficient time to permit each director and each such officer so desiring to object to any part of any such Registration Statement before it becomes effective. RESOLVED, That the directors and appropriate officers of the Company, and each of them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all amendments (including post-effective amendments) to any Registration Statement, including amendments to the prospectus and the addition or amendment of exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form, with such changes, if any, therein, as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof, and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such amendment or amendments, so executed, to be filed with the Commission; and if, prior to the effective date of each such post-effective amendment, material changes or material additions are proposed to be made in or to any such Registration Statement or any amendment thereto in the form in which it most recently became effective, other than changes and additions of a type authorized under these resolutions to be approved by officers of the Company, and if the Vice President - General Counsel or the Secretary deems it advisable,the appropriate officers of the Company are directed to use their best efforts to furnish each director, and each officer signing such post-effective amendment, with a copy of such post-effective amendment or a description of all material changes or additions therein, or a combination thereof, in as complete and final form as practicable and in sufficient time to permit each director and each such officer so desiring to object to any part of such post-effective amendment before it becomes effective. RESOLVED, That the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized to execute and file with the Commission and the New York Stock Exchange, Inc., for and on behalf of the Company, a Registration Statement, on Form 8-A or such other form as may be appropriate, including any and all exhibits and other documents relating thereto, for the registration under the Securities Exchange Act of 1934, as amended, of the Depositary Shares, the Preferred Stock Purchase Contracts, the Capital Units and/or the Preferred Stock, and any and all amendments to such Registration Statement, in such form as the person or persons 6 -5- executing the same may deem necessary, appropriate or desirable, as conclusively evidenced by his or their execution thereof. RESOLVED, That each officer and director who may be required to sign and execute any of the Registration Statements authorized by these resolutions or any amendment thereto or document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise), be and hereby is authorized to execute a power of attorney appointing S. A. Seneker, D. N. McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J. M. Rintamaki, T. J. DeZure, L. J. Ghilardi, P. M. Donnelly, K. S. Lamping and P. J. Sherry, Jr., and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity any such Registration Statement and any and all amendments (including post-effective amendments) thereto and documents in connection therewith, and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever which such attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person. RESOLVED, That the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company to take any and all action which such persons, or any of them, may deem necessary, appropriate or desirable in order to obtain a permit, register or qualify the Equity Securities for issuance and sale or to request an exemption from registration of the Equity Securities or to register or obtain a license for the Company as a dealer or broker under the securities laws of such of the states of the United States of America as such persons, or any of them, may deem necessary, appropriate or desirable, and in connection with such registrations, permits, licenses, qualifications and exemptions to execute, acknowledge, verify, deliver, file and publish all such applications, reports, resolutions, irrevocable consents to service of process, powers of attorney and other papers and instruments as may be required under such laws, and to take any and all further action which such persons, or any of them, may deem necessary, appropriate or desirable in order to maintain such registrations in effect for as long as such persons, or any of them, may deem to be in the best interests of the Company. RESOLVED, That the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized to designate any licensed California broker-dealer as the Company's attorney-in-fact for the 7 -6- purpose of executing and filing one or more applications and amendments thereto on behalf of the Company, under applicable provisions of the California Corporate Securities Law of 1968, for the registration or qualification of part or all of the Equity Securities for offering and sale in the State of California. RESOLVED, That any and all haec verba resolutions which may be required by the Blue Sky or securities laws of any state in which the Company intends to offer to sell the Equity Securities be, and they hereby are, adopted; that the proper officers of the Company be, and they hereby are, authorized to certify that such resolutions were duly adopted at this meeting; and that the Secretary of the Company shall cause a copy of each resolution so certified to be attached to the minutes of this meeting. RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized, in the name and on behalf of the Company, to take such action as such officers, or any of them, may deem necessary, appropriate or desirable to make application for the listing of the Equity Securities on the New York Stock Exchange or any other Stock Exchange, and that the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are designated a representative of the Company to appear before the Corporate Services Division or other appropriate body of any such Exchange and take all such other steps as such persons, or any of them, may deem necessary, appropriate or desirable to effect such listing. RESOLVED, That, in connection with each application of the Company to the New York Stock Exchange, Inc. or any other Stock Exchange, for the listing on such Exchange of the Equity Securities, the Company enter into an agreement providing for the indemnification by the Company of such Exchange, its governors, officers, employees and its subsidiary companies and innocent purchasers for value of the Equity Securities or any one or more of them, as the case may be, from and against losses, liabilities, claims, damages or accidents in connection with the use of facsimile signatures on certificates representing the Equity Securities; and that the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company and under its corporate seal to execute and deliver to such Exchange, the aforesaid indemnification agreement in such form as the person or persons executing the same may deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That the Board of Directors hereby adopts the forms of certificates for the Depositary Shares and the Preferred Stock, specimens of which will be available for examination at the 8 -7- principal office of the Company, such forms of certificates to have such changes as the appropriate officers of the Company may approve. RESOLVED, That the Chairman of the Board of Directors, the President or any Vice President, and the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary, be and hereby are authorized, in the name and on behalf of the Company and under its corporate seal (which may be a facsimile of such seal), to execute (by manual or facsimile signature) certificates representing the Equity Securities (and, in addition, certificates representing the Equity Securities to replace any such certificates which are lost, stolen, mutilated or destroyed and such certificates required for exchange, substitution or transfer), all as provided in the Certificate of Incorporation and By-Laws of the Company. RESOLVED, That the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized to appoint one or more paying agents, registrars, issuing agents, transfer agents, and other agents and functionaries to, among other things, issue or countersign, make transfers of, register the certificates representing the Equity Securities, or implement or act in connection with any auction or remarketing procedures applicable to the Equity Securities, and that any such officer be and hereby is authorized to execute and deliver, in the name and on behalf of the Company, any agreement, instrument or document relating to any such appointment; provided, however, that the Company may at any time elect to act in any such capacity itself. RESOLVED, That, subject to the right of the Board of Directors to rescind or modify the dividends to be declared and payable on any dividend payment date with respect to any shares of Preferred Stock, the dividend rate of which is determined pursuant to a formula or procedure ("Variable Preferred"), there shall be deemed to be declared, and be declared, with respect to each dividend period thereof (any such declaration to be effective on the declaration date applicable to such dividend period, without further action of the Board of Directors), a dividend on each of the outstanding shares of Variable Preferred to which such dividend period relates at the dividend rate per annum (as determined in accordance with the Certificate of Designations) that may be payable with respect to such shares, payable on the dividend payment date for such dividend period to the holders of such shares of Variable Preferred as such holders appear on the stock transfer books of the Company on the related record date, all determined in accordance with the Certificate of Designations; provided that any such declaration shall not be effective with respect to any dividend on any such dividend payment date, unless the Vice President-Controller, Vice President-Treasurer or any Assistant Treasurer of the Company shall have prepared and delivered to the 9 -8- Secretary of the Company for filing in the minutes of the Board of Directors, on or before the declaration date with respect to such dividend period, a certificate in which such officer certifies that, based upon the most recent financial statements of the Company, as of such declaration date, the Company had either (i) net profits for the calendar year in which such declaration date falls and/or the preceding calendar year or (ii) surplus (as defined and computed under Sections 154 and 244 of the Delaware General Corporation Law) in an amount sufficient to pay such dividend. RESOLVED, That the Company be and hereby is authorized to enter into one or more deposit agreements and one or more supplements thereto, each with a bank or trust company as depositary ("Deposit Agreements"), providing for the deposit of the Preferred Stock Purchase Contracts, the Capital Units and/or the Preferred Stock, the issuance of the Depositary Shares and other matters relating thereto, and that the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized, in the name and on behalf of the Company, (i) to select such depositary or depositaries and (ii) to execute, acknowledge and deliver Deposit Agreements and supplements thereto, whether or not under the seal of the Company, and whether or not attested by the Secretary or any Assistant Secretary, containing such terms and provisions as the officer or officers executing such Deposit Agreements or supplements thereto may deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That the Company be and hereby is authorized to enter into one or more agreements and one or more supplements thereto, each with a bank or trust company ("Unit Agent Agreements"), providing for the administration on behalf of the Company of the Capital Units and/or the Preferred Stock Purchase Contracts, including, but not limited to, issuing Capital Units, acting as a paying and/or fiscal agent in respect of debt securities, if any, which may be part of the Capital Units, collecting amounts from and issuing Preferred Stock and/or Depositary Shares to holders of Preferred Stock Purchase Contracts in accordance with the terms thereof and other matters relating to the Capital Units and/or the Preferred Stock Purchase Contracts, and that the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized, in the name and on behalf of the Company, (i) to select such bank or trust company and (ii) to execute, acknowledge and deliver Unit Agent Agreements and supplements thereto, whether or not under the seal of the Company, and whether or not attested by the Secretary or any Assistant Secretary, containing such terms and provisions as the officer or officers executing such Unit Agent Agreements or supplements thereto may 10 -9- deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That the Company be and hereby is authorized to enter into one or more (i) underwriting agreements, including pricing agreements pursuant thereto, with any underwriter or underwriters designated by the proper officers of the Company, or between the Company and any other persons, including securities brokers and dealers, or any firm, institution or partnership acting on behalf of themselves or itself and the several underwriters (such underwriting agreements being herein collectively called the "Underwriting Agreements"), providing for the sale of the Preferred Stock Purchase Contracts, the Capital Units, the Preferred Stock and/or the Depositary Shares and/or (ii) purchase agreements or other agreements with any person ("Purchase Agreements"), providing for the purchase for its own account or for resale of the Preferred Stock Purchase Contracts, the Capital Units, the Preferred Stock and/or the Depositary Shares, and that, when such Underwriting Agreements or pricing agreements pursuant thereto, or Purchase Agreements, or any of them, have been completed to set forth the price or prices, or the method of determining the price or prices, at and the terms and conditions upon which the Preferred Stock Purchase Contracts, the Capital Units, the Preferred Stock and/or the Depositary Shares are to be sold and the compensation to be received by any underwriters (such matters first having been presented to and approved by the Certificate of Designations Committee), the Chairman of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized to execute and deliver, in the name and on behalf of the Company, the respective Underwriting Agreements and pricing agreements pursuant thereto, with the inclusion of such underwriters, or the respective Purchase Agreements and containing such other terms and provisions as the officer or officers executing the same may deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That, when shares of Preferred Stock and, if such shares of Preferred Stock are represented by Depositary Shares, the Depositary Shares shall be issued, sold and delivered in accordance with the terms of any Preferred Stock Purchase Contract, Capital Unit, Deposit Agreement and any Underwriting Agreement or Purchase Agreement, such shares of Preferred Stock shall be, and are hereby declared to be, fully-paid and non-assessable shares of Preferred Stock of the Company and not liable to any further calls or assessments thereon, and the holders thereof shall not be liable for any further payment in respect thereof. RESOLVED, That, upon the issuance and sale of the Preferred Stock and any Depositary Shares in accordance with the foregoing resolutions, an amount equal to the par value of the Preferred Stock so issued shall be credited to the capital stock account of the Company. 11 -10- RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the appointment of agents and the payment of expenses), and to execute (by manual or facsimile signature) and deliver any and all letters, documents or other writings, that such officer or officers may deem necessary, appropriate or desirable in order to enable the Company fully to exercise its rights and to perform its obligations under the Underwriting Agreements and pricing agreements pursuant thereto, Purchase Agreements or Deposit Agreements or otherwise carry out the purposes and intents of each and all of the foregoing resolutions. EFFECT ON OTHER RESOLUTIONS RESOLVED, that the foregoing resolutions under the heading "Resolutions Relating to Issuance of Preferred Stock" supersede the resolutions under the heading "Resolutions Relating to Issuance of Preferred Stock" adopted by the Board of Directors of the Company at a meeting held on November 23, 1993, which amended, in part, those certain resolutions adopted by the Board of Directors of the Company by unanimous written consent dated February 12, 1992 (the "1992 Resolutions"), and the 1992 Resolutions, as amended hereby, shall remain in full force and effect. RESOLVED, That the Secretary or any Assistant Secretary of the Company shall modify the language of each and all of the foregoing resolutions to the extent necessary to reflect fully the intents and purposes thereof, and any such resolution, as so modified, shall be deemed to have been adopted by the Board of Directors in such modified form. 12 POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT COVERING DEBT SECURITIES, PREFERRED STOCK AND DEPOSITARY SHARES OF FORD HOLDINGS, INC. KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer and/or director of FORD HOLDINGS, INC., does hereby constitute and appoint S. A. Seneker, D. N. McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J. M. Rintamaki, L. J. Ghilardi, T. J. DeZure, P. J. Sherry, Jr., P. M. Donnelly and K. S. Lamping, and each of them, severally, his true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his name (whether on behalf of FORD HOLDINGS, INC., or as an officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS, INC., or otherwise), any and all instruments which said attorney and agent may deem necessary or advisable in order to enable FORD HOLDINGS, INC. to comply with the Securities Act of 1933, the Securities Exchange Act of 1934 and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement or Registration Statements and any and all amendments (including post-effective amendments) to the Registration Statement or Registration Statements relating to the issuance and sale of Debt Securities, Preferred Stock and any Depositary Shares representing such Preferred Stock, Preferred Stock Purchase Contracts and/or Capital Units of the Company, as authorized by the Board of Directors of FORD HOLDINGS, INC. by unanimous written consents dated February 12, 1992 and August 18, 1994, including specifically but without limitation thereto, power and authority to sign his name (whether on behalf of FORD HOLDINGS, INC., or as an officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS, INC., or otherwise) to such Registration Statement or Registration Statements and to such amendments (including post-effective amendments) to the Registration Statement or Registration Statements to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, each of the undersigned has signed his name hereto as of the 18th day of August, 1994. /s/W. F. Blood (W. F. Blood) /s/M. S. Macdonald (M. S. Macdonald) 13 -2- /s/T. F. Marrs (T. F. Marrs) /s/D. N. McCammon (D. N. McCammon) /s/D. E. Richardson (D. E. Richardson) /s/S. A. Seneker (S. A. Seneker) /s/H. J. Toffey, Jr. (H. J. Toffey, Jr.) /s/K. Whipple (K. Whipple) 14 POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT COVERING DEBT SECURITIES, PREFERRED STOCK AND DEPOSITARY SHARES OF FORD HOLDINGS, INC. KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer and/or director of FORD HOLDINGS, INC., does hereby constitute and appoint D. N. McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J. M. Rintamaki, L. J. Ghilardi, T. J. DeZure, P. J. Sherry, Jr., and K. S. Lamping, and each of them, severally, his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name (whether on behalf of FORD HOLDINGS, INC., or as an officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS, INC., or otherwise), any and all instruments which said attorney and agent may deem necessary or advisable in order to enable FORD HOLDINGS, INC. to comply with the Securities Act of 1933, the Securities Exchange Act of 1934 and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement or Registration Statements and any and all amendments (including post-effective amendments) to the Registration Statement or Registration Statements relating to the issuance and sale of Debt Securities, Preferred Stock and any Depositary Shares representing such Preferred Stock, Preferred Stock Purchase Contracts and/or Capital Units of the Company, as authorized by the Board of Directors of FORD HOLDINGS, INC. by unanimous written consents dated February 12, 1992 and August 18, 1994, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of FORD HOLDINGS, INC., or as an officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS, INC., or otherwise) to such Registration Statement or Registration Statements and to such amendments (including post-effective amendments) to the Registration Statement or Registration Statements to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, each of the undersigned has signed his or her name hereto as of the 28th day of September, 1994. /s/ J. M. Devine /s/ E. S. Acton (J. M. Devine) (E. S. Acton) EX-99 7 EXHIBIT 99 1 EXHIBIT 99 [FACE OF FORM] FORD HOLDINGS, INC. SERIES D DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN AUTHORIZATION I authorize each of Ford Holdings, Inc. (the "Company") and the Depositary with respect to the Depositary Shares referred to below, to pay to Chemical Bank, as agent under the Series D Dividend Reinvestment and Stock Purchase Plan (the "Plan") of the Company, for credit to my account under the terms and conditions of the Plan, cash dividends payable or distributable to me on the shares of Series D Cumulative Preferred Stock of the Company ("Series D Preferred Stock") or Depositary Shares, each representing 1/4,000 of a share of Series D Preferred Stock ("Depositary Shares"), as the case may be, now and hereafter registered in my name, or credited to my account under the Plan, to the extent such shares are designated on the reverse hereof. Such cash dividend payments or distributions, and any optional cash payments made by me in accordance with the Plan, will be used for the purchase of full and fractional shares of Depositary Shares representing Series D Preferred Stock. TO ENROLL OR CHANGE ENROLLMENT, check the desired box on the reverse hereof, sign your name or names exactly as shown on your stock certificates or as your account is registered, and return it to Chemical Bank in the envelope provided. If you have more than one account under the Plan, only the account to which this form relates will be enrolled in or changed under the Plan; however, if you wish to enroll or change your other account(s), please request the necessary additional form(s). This authorization is given with the understanding that the undersigned may change his or her participation under the Plan or withdraw from the Plan at any time by notifying Chemical Bank as provided in the terms and conditions of the Plan. This authorization is given with respect to the following: (Check appropriate boxes.) [ ] Series D Preferred Stock [ ] Depositary Shares THIS IS NOT A PROXY. 2 [REVERSE OF FORM] FORD HOLDINGS, INC. SERIES D DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN AUTHORIZATION Please enroll my shares in the Ford Holdings, Inc. Series D Dividend Reinvestment and Stock Purchase Plan as designated below: [ ] FULL DIVIDEND REINVESTMENT - Please apply dividends on all shares of Series D Preferred Stock and/or Depositary Shares registered in my name or credited to my account to the purchase of additional Depositary Shares. [ ] PARTIAL DIVIDEND REINVESTMENT - Please apply dividends on _______________(if a fraction, must be an integral multiple of 1/4,000) shares of Series D Preferred Stock and/or _____________ (must be a whole number) Depositary Shares registered in my name or credited to my account to the purchase of additional Depositary Shares. [ ] OPTIONAL CASH PAYMENTS - Please enroll my account in the optional cash feature. Participation will be at my option by investing cash from time to time for the purchase of additional Depositary Shares. My check in the amount of $___________ (must be not less than $25 or more than $12,000) is enclosed. [ ] SAFEKEEPING OF CERTIFICATES - I enclose certificates representing ________ shares of Series D Preferred Stock and/or ___________ Depositary Shares to be deposited with Chemical Bank for safekeeping. I understand that I may change or revoke this authorization at any time by notifying Chemical Bank thereof in writing. Date______________________________________________ Shareholder _______________________________________ Shareholder _______________________________________ Sign name(s) exactly as shown on stock certificate or as your account is registered. In case of joint owners, each joint owner must sign. If authorization is signed as attorney-in-fact, officer, administrator, executor, trustee or guardian, indicate title as such. -----END PRIVACY-ENHANCED MESSAGE-----