As filed with the Securities and Exchange Commission on January 4, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
__________________________
FORD HOLDINGS, INC.
(Name of Issuer)
FORD HOLDINGS, INC.
FORD HOLDINGS CAPITAL CORPORATION
FORD MOTOR COMPANY
(Name of Person(s) Filing Statement)
___________________
Flexible Rate Auction Preferred Flexible Rate Auction Preferred
Stock (Exchange) Series A 345277 84 2 Stock Series L 345277 63 6
Flexible Rate Auction Preferred Flexible Rate Auction Preferred
Stock (Exchange) Series B 345277 83 4 Stock Series M 345277 62 8
Flexible Rate Auction Preferred Flexible Rate Auction Preferred
Stock (Exchange) Series C 345277 82 6 Stock Series N 345277 61 0
Flexible Rate Auction Preferred Flexible Rate Auction Preferred
Stock (Exchange) Series D 345277 81 8 Stock Series O 345277 59 4
Flexible Rate Auction Preferred Flexible Rate Auction Preferred
Stock (Exchange) Series E 345277 79 2 Stock Series P 345277 58 6
Flexible Rate Auction Preferred
Stock (Exchange) Series F 345277 78 4 Series A Cumulative Preferred Stock 345277 72 7*
Flexible Rate Auction Preferred
Stock (Exchange) Series G 345277 77 6 Series B Cumulative Preferred Stock 345277 68 5*
Flexible Rate Auction Preferred
Stock (Exchange) Series H 345277 76 8 Series C Cumulative Preferred Stock 345277 66 9*
Flexible Rate Auction Preferred
Stock (Exchange) Series I 345277 75 0 Series D Cumulative Preferred Stock 345277 64 4*
Flexible Rate Auction Preferred
Stock (Exchange) Series J 345277 74 3
Flexible Rate Auction Preferred
Stock (Exchange) Series K 345277 73 5
(Title of Class of Securities) (Cusip Number (Title of Class of Securities) (Cusip Number
of Class of Class
of Securities) of Securities)
_____________________________________
*CUSIP Number relates to Depositary Shares representing 1/4,000 of a share
of the corresponding series of Preferred Stock.
_________________
JOHN M. RINTAMAKI, ESQ.
Ford Holdings, Inc.
The American Road
Room 1187
Dearborn, MI 48121
(313) 322-3000
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of the person(s)
filing statement)
This statement is filed in connection with (check the appropriate box):
a. X The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e3(c) under
the Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities Act of
1933.
c. A tender offer.
d. None of the above.
Check the following box if soliciting materials or an information statement
referred to in checking box (a) are preliminary copies:
RESULTS OF SCHEDULE 13E-3 TRANSACTION
The Schedule 13e-3 transaction has been accomplished by virtue of the
merger of Ford Holdings Capital Corporation ("FHC") with and into Ford
Holdings, Inc. ("Ford Holdings") pursuant to an Agreement and Plan of Merger
(the "Agreement and Plan of Merger"), dated as of October 16, 1995, between FHC
and Ford Holdings (the "Merger"). The result of the Merger is to cause the
Flexible Rate Preferred and the Series A through D Preferred, as defined
below, to be held of record by less than 300 persons and, in respect of the
Series A Preferred through Series D Preferred, to be withdrawn from listing
on the New York Stock Exchange. The Merger was approved by the sole
stockholder of FHC by written consent signed as of December 21, 1995. The
Merger was approved by the stockholders of Ford Holdings at a Special Meeting
of Stockholders held on December 28, 1995. At the Special Meeting, 75% of
the votes entitled to be cast voted in favor of the Merger and the remaining
25% of the votes entitled to be cast were not voted. As a result, the Merger
became effective as of 12:01 a.m., Eastern Standard Time, on December 31, 1995
(the "Effective Date").
Pursuant to the Agreement and Plan of Merger, each share (other than shares
held by holders who properly exercised their rights of appraisal in
accordance with Section 262 of the Delaware General Corporation Law) of Ford
Holdings Flexible Rate Auction Preferred Stock (Exchange) Series A through K,
Flexible Rate Auction Preferred Stock Series L through P (the Flexible Rate
Auction Preferred Stock (Exchange ) Series A through K and the Flexible Rate
Auction Preferred Stock Series L through P are hereinafter sometimes referred
to collectively as the "Flexible Rate Preferred"), Series A Cumulative
Preferred Stock ("Series A Preferred"), Series B Cumulative Preferred Stock
("Series B Preferred"), Series C Cumulative Preferred Stock ("Series C
Preferred") and Series D Cumulative Preferred Stock ("Series D Preferred,"
which together with the Series A Preferred, Series B Preferred and Series C
Preferred is hereinafter sometimes referred to collectively as the "Series A
through Series D Preferred") issued and outstanding immediately prior to the
Effective Date has been converted into the right to receive the $100,000
liquidation preference associated with such share (which is the equivalent
of a liquidation preference of $25 for each Depositary Share representing
1/4,000 of a share of Series A through Series D Preferred) plus an amount
equal to any accumulated and unpaid dividends thereon through the date of
payment thereof to the record holder of such share (the "Merger
Consideration").
Each share of Flexible Rate Preferred and Series A through Series D
Preferred issued and outstanding immediately prior to the Effective Date and
held by holders who have properly exercised their rights of appraisal in
accordance with Section 262 of the Delaware General Corporation Law ("Section
262") has been converted into the right to receive in cash the value of the
shares held by him or her in accordance with Section 262, and has not been
converted into the right to receive the Merger Consideration, unless such
holder withdraws or otherwise loses his or her right to demand an appraisal
of his or her shares in accordance with Section 262. If after the Effective
Date such holder withdraws or loses his or her right to demand an appraisal
of his or her shares, such shares shall be treated as if they had been
converted as of the Effective Date into the right to receive the Merger
Consideration.
-2-
Item Number and Caption
-----------------------
17. Material to be filed as Exhibits
Item 17(a) ............................................. Exhibit 10 - Form of Loan Agreement.*
Item 17(b) ............................................. Not Applicable.
Item 17(c) ............................................. Included as Attachment A (Agreement and Plan of Merger) to
the Information Statement filed as Exhibit 20.
Item 17(d) ............................................. Exhibit 20 - Information Statement.**
Item 17(e) .......... ................................ Included as Attachment C (General Corporation Law of
Delaware Section 262 Appraisal Rights) to the Information
Statement filed as Exhibit 20.
Item 17(f) ............................................. Not Applicable.
____________________________
* Previously filed on October 18, 1995.
** Previously filed on December 4, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: January 4, 1996
FORD HOLDINGS, INC. FORD MOTOR COMPANY
By: /s/J.M. Rintamaki By: /s/J. M. Rintamaki
----------------------- ----------------------
J.M. Rintamaki J.M. Rintamaki
Secretary Secretary
FORD HOLDINGS CAPITAL CORPORATION
By: /s/D.J. Cropsey
------------------------
D.J. Cropsey
Assistant Secretary
- 3-
EXHIBIT INDEX
Item Number Description
----------- -----------
99.17(a) Exhibit 10 - Form of Loan Agreement.*
99.17(b) Not Applicable.
99.17(c) Included as Attachment A (Agreement and Plan of
Merger) to the Information Statement filed as
Exhibit 20.
99.17(d) Exhibit 20 - Information Statement.**
99.17(e) Included as Attachment C (General Corporation Law
of Delaware Section 262 Appraisal Rights) to the
Information Statement filed as Exhibit 20.
99.17(f) Not Applicable.
____________________________
* Previously filed on October 18, 1995.
** Previously filed on December 4, 1995.