Ford Motor Company (NYSE: F) filed preliminary proxy and registration statements with the U.S. Securities and Exchange Commission today that outlined details of the $10 billion Value Enhancement Plan (VEP) announced on April 14, including two new distribution choices for shareholders.
As described in the filing, in exchange for each share of Ford common or Class B stock currently held, shareholders will be able to select one of the following four choices:
“We decided to broaden the choices to provide our shareholders increased flexibility,” said Henry Wallace, Ford Motor Company chief financial officer. “Ford shareholders are a diverse group and we believe the Value Enhancement Plan structure is responsive to their varied needs.”
The total cash distribution will be limited to $10 billion. If the total amount of cash elected by shareholders exceeds $10 billion, the all cash elections (Option 4), and potentially the $20 cash elections (Option 1), will be pro rated accordingly and the difference will be made up in additional new common stock.
The record and effective dates as well as other details regarding the plan will be included in a final proxy statement, which the company expects to mail to shareholders this summer. At that time, shareholders will be asked to vote on the VEP and to make their elections. A shareholder meeting to approve the VEP is expected to be held late this summer.
In addition to shareholder approval, the preliminary proxy statement and registration statement is subject to review by the Securities and Exchange Commission.
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The Value Enhancement Plan distribution is separate from Ford Motor Company’s previously announced independence plan for Visteon Corporation, the company’s automotive components and systems subsidiary. Under the Visteon plan, shareholders will receive a distribution of Visteon stock based on the number of Ford shares they own and the total number of Ford shares outstanding on the distribution record date. Actual timing and terms for the Visteon distribution will be announced later.
This notice does not constitute an offer of any securities for sale. The company urges investors to read thoroughly the Registration Statement on Form S-4 filed with the Securities and Exchange Commission because it contains important information. You may obtain the Form S-4 for free on the Internet at the SEC’s World Wide Web site at www.sec.gov . You may also obtain the documents incorporated by reference in the Form S-4 from the Company by calling 800-555-5259 (within the U.S. and Canada) or 313-845-8540 (outside the U.S. and Canada), or via electronic mail at email@example.com .