SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13(d)-2(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Ceradyne, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
156710 10 5
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(CUSIP Number)
Douglas J. Cropsey
Ford Motor Company
One American Road, Rm. 1038, Dearborn, Michigan 48126
Tel: (313) 337-3220
-----------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 28, 2002
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(Date of Event which Requires Filing of
This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing the information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provision of the Act (however, see the Notes).
CUSIP No. 156710 10 5 13D Page 2 of 8
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1 Name of Reporting Persons/I.R.S. Identification No. of above persons (Entities Only)
Ford Motor Company
I.R.S. Identification Number: 38-0549190
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2 Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / /
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6 Citizenship or Place of Organization
Delaware
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NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY OWNED 1,027,300
BY EACH REPORTING ---- -------------------------------------------------------------------------------
PERSON 8 Shared Voting Power
WITH
0
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9 Sole Dispositive Power
1,027,300
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,300
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
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13 Percent of Class Represented by Amount in Row (11)
12.3%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 156710 10 5 13D Page 3 of 8
The Schedule 13D filed by Ford Motor Company ("Ford") on March 21, 1986, as
amended by Amendment Number 1 to Schedule 13D filed by Ford on February 23,
1988, in connection with Ford's acquisition of Common Stock of Ceradyne, Inc.
(the "Issuer"), is amended as hereinafter provided. This is the first electronic
amendment to a paper format Schedule 13D and, therefore, restates the entire
text of the previously filed paper format Schedule 13D, as amended.
Item 1. Security and Issues.
This statement relates to the Common Stock of Ceradyne, Inc., whose
principal executive offices are located at 3169-A Redhill Avenue, Costa Mesa,
California 92626.
Item 2. Identity and Background.
This statement is filed by Ford Motor Company ("Ford"), a corporation
organized and existing under the laws of the State of Delaware, whose principal
executive offices are located at One American Road, Dearborn, Michigan 48126.
Ford is a manufacturing company whose principal business is the design,
manufacture, assembly and sale of cars and trucks and related products and
services.
Information concerning the executive officers and directors of Ford,
including the business address for each, is set forth in Attachment I hereto,
which is incorporated by reference in this statement as if fully set forth
herein.
During the last five years, neither Ford nor any of its executive officers
or directors identified in Attachment I (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Except as otherwise indicated in Attachment I hereto, each officer and
director of Ford is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On March 11, 1986, Ford paid to the Issuer, out of the general funds of
Ford, the sum of $10 million as consideration for the issuance to Ford of
526,316 shares of the Issuer's Common Stock. Pursuant to the Issuer's exercise
of a certain call option with respect to the common stock of Ceradyne Advanced
Products, Inc. ("CAPI") owned by Ford, on February 12, 1988, Ford acquired an
additional 680,983 shares of the Issuer's Common Stock. In accordance with the
terms of the call option, and as provided in the Stock Sale Agreement between
Ford and the Issuer dated March 11, 1986, Ford transferred to the Issuer 8,000
shares of CAPI common stock as consideration for the 680,983 shares acquired by
Ford on February 12.
Item 4. Purpose of Transaction.
CUSIP No. 156710 10 5 13D Page 4 of 8
Ford acquired the shares of the Issuer's Common Stock covered by this
statement for investment purposes pursuant to a certain Stock Sale Agreement
between Ford and the Issuer entered into on March 11, 1986 (the "Stock Sale
Agreement"), which Stock Sale Agreement was filed as Exhibit A to the original
paper format Schedule 13D amended hereby and is incorporated by reference as an
Exhibit to this Schedule (file number reference 00537271). Pursuant to Articles
VI (pp. 21-25), VII (pp. 25-27) and X (pp. 33-34) of the Stock Sale Agreement,
Ford may acquire additional Common Stock of the Issuer upon the exercise by the
Issuer of certain call option rights in accordance with the terms and conditions
set forth in such Article VIII (pp. 28-30). By letter dated February 3, 1988,
the Issuer notified Ford of its intention to exercise its call option rights. At
the closing held pursuant thereto on February 12, 1988, Ford acquired 680,983
shares of the Issuer's Common Stock. The Issuer's exercise of its call option
rights effectively terminated Ford's put option rights contained in Article VII
of the Stock Sale Agreement.
Pursuant to Section 5.05 of the Stock Sale Agreement (p. 20), so long as
Ford retains a sufficient amount of the Issuer's Common Stock to meet the
Minimum Equity Level (as defined in Section 5.01, p. 18), the Issuer is
obligated to use its best efforts, as permitted by applicable law, to ensure
that its Board of Directors includes one representative designated by Ford.
Ford's nominee currently serving as director of the Issuer is Christopher D.
Johnson, Technology Venture Fund Manager of Ford.
Except for the potential acquisition of additional shares of the Issuer's
Common Stock by Ford pursuant to the Stock Sale Agreement and the seating of a
Ford nominee on the Issuer's Board, as hereinabove described in this Item 4,
Ford has no plans or proposals as of the date hereof which relate to or would
result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer of any
of its subsidiaries;
(d) Any change in the present Board of Directors or managers of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws or instrument corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
CUSIP No. 156710 10 5 13D Page 5 of 8
(j) Any action similar to any of those enumerated in sub-items (a)-(j)
above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Ford is the beneficial owner of 1,027,300
shares of Common Stock of the Issuer, which represents 12.3% of the
issued and outstanding Common Stock of the Issuer. Ford has the right
to acquire additional shares of the Issuer's Common Stock pursuant to
Articles VI and X of the Stock Sale Agreement appended hereto as
Exhibit A.
(b) Ford has the sole power to vote or direct the vote of all 1,027,300
shares of the Issuer's Common Stock beneficially owned by Ford as of
the date hereof and the sole power to dispose or to direct the
disposition of such shares.
(c) Ford has not had any transactions in the Common Stock of the Issuer
other than the acquisition of 526,316 shares on March 11, 1986, the
acquisition of 680,983 shares on February 12, 1988, the sale of 80,000
shares on June 14, 2001 and the sale of 99,999 shares on February 28,
2002.
(d) No person other than Ford has the right to receive or the power to
direct the receipt of dividends from the shares of the Issuer's Common
Stock herein reported on, and, to Ford's knowledge, no person other
than Ford has the right to receive or to direct the receipt of the
proceeds from the sale of such shares.
(e) As of the date hereof, Ford is the beneficial owner of more than five
percent of the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
(a) Ford and certain shareholders of the Issuer have entered into an
Agreement dated March 11, 1986 pursuant to which the latter have
undertaken to vote their respective shares of Common Stock of the
Issuer, whenever acquired, that are not otherwise required to assure
the election of the current Chief Executive Officer of the Issuer to
the Board of Directors of the Issuer, in favor of the election of a
Ford nominee to such Board of Directors. A copy of such Agreement was
filed as Exhibit B to the original paper format Schedule 13D amended
hereby and is incorporated by reference as an Exhibit to this Schedule
(file number reference 00537271).
(b) Pursuant to Article XIII of the Stock Sale Agreement (pp. 37-39), the
Issuer has a right of first negotiation in the event Ford shall
propose to offer or sell more than 100,000 shares of the Common Stock
of the Issuer in a single transaction or in a number of
contemporaneous transactions. In the event Ford and the Issuer fail to
reach agreement within a specified negotiations period on the terms
and conditions by which the Issuer would reacquire the shares of its
Common Stock proposed to be sold by Ford, Ford may negotiate and
consummate the sale of such Common Stock to a third party or parties
without further obligation to the Issuer provided that (i) such sale
or sales are consummated within 90 days following such negotiations
period and (ii) the terms and
CUSIP No. 156710 10 5 13D Page 6 of 8
conditions of each third party sale are more favorable to Ford than
those proposed in writing by the Issuer within the negotiations
period.
(c) Pursuant to a certain Stock Purchase Agreement entered into on March
11, 1986 by and among Ford, the Issuer and Ceradyne Advanced Products,
Inc. ("CAPI"), Ford acquired 80% of the issued and outstanding common
stock of CAPI and the Issuer acquired 20% of the issued and
outstanding common stock of CAPI. A copy of such Stock Purchase
Agreement was filed as Exhibit C to the original paper format Schedule
13D amended hereby and is incorporated by reference as an Exhibit to
this Schedule (file number reference 00537271). Pursuant to Article
VII of the Stock Sale Agreement (pp. 25-27), Ford may elect to put to
the Issuer all of Ford's common stock of CAPI in exchange for 608,020
shares of Common Stock of the Issuer (as such number may be adjusted
in certain events). Ford's put option is exercisable for a period
commencing on March 11, 1991 and ending on the first to occur of 6:00
P.M. Eastern time on March 10, 1993, the date of the closing pursuant
to the Issuer's exercise of its call option, as hereinafter described.
The Issuer has exercised its call option as provided in Article VIII
of the Stock Sale Agreement, thereby effectively terminating Ford's
put option contained in Article VII thereof.
Item 7. Material to be Filed as Exhibits.
The following documents are appended hereto as Exhibits:
Designation Description Method of Filing
----------- ----------- ----------------
Exhibit A Stock Sale Agreement between Filed as Exhibit A
the Issuer and Ford, dated to original paper format
March 11, 1986 Schedule 13D amended hereby
(file number reference 00537271).*
Exhibit B Agreement between certain Filed as Exhibit B
shareholders of the issuer to original paper format
and Ford, dated March 11, 1986 Schedule 13D amended hereby
(file number reference 00537271).*
Exhibit C Stock Purchase Agreement Filed as Exhibit C
between Ford, the Issuer and to original paper format
Ceradyne Advanced Products, Schedule 13D amended hereby
Inc. dated March 11, 1986 (file number reference 00537271).*
* Incorporated by reference as an exhibit to this Schedule.
CUSIP No. 156710 10 5 13D Page 7 of 8
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated as of February 28, 2002.
FORD MOTOR COMPANY
By:/s/Peter Sherry, Jr.
--------------------------
Name: Peter Sherry, Jr.
Title: Assistant Secrectary
CUSIP No. 156710 10 5 13D Page 8 of 8
INDEX TO EXHIBITS
Designation Description Method of Filing
----------- ----------- ----------------
Exhibit A Stock Sale Agreement between Filed as Exhibit A
the Issuer and Ford, dated to original paper format
March 11, 1986 Schedule 13D amended hereby
(file number reference 00537271).*
Exhibit B Agreement between certain Filed as Exhibit B
shareholders of the issuer to original paper format
and Ford, dated March 11, 1986 Schedule 13D amended hereby
(file number reference 00537271).*
Exhibit C Stock Purchase Agreement Filed as Exhibit C
between Ford, the Issuer and to original paper format
Ceradyne Advanced Products, Schedule 13D amended hereby
Inc. dated March 11, 1986 (file number reference 00537271).*
* Incorporated by reference as an exhibit to this Schedule.
ATTACHMENT I
DIRECTORS AND OFFICERS OF
FORD MOTOR COMPANY
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
William Clay Ford, Jr.* Chairman of the Board and Chief U.S.
World Headquarters Executive Officer
One American Road
Dearborn, MI 48126
John R. H. Bond* Group Chairman, HSBC Holdings, plc UK
HSBC Holdings plc
10 Lower Thames Street
London EC3R 6AE
UK
Michael D. Dingman* President and Chief Executive Officer Bahamas
Shipston Group Ltd.
Deltec House
Lyford Cay
Nassau, Bahamas
Edsel B. Ford II* Former Vice President, Ford Motor US
World Headquarters Company and former President, Ford
One American Road Motor Credit Company
Dearborn, MI 48126
William Clay Ford* Retired Chairman of the Finance US
World Headquarters Committee
One American Road
Dearborn, MI 48126
Irvine O. Hockaday, Jr.* Retired President and Chief Executive US
Hallmark Cards, Inc. Officer
2600 Grand Avenue
Kansas City, MO 64108
Marie-Josee Kravis* Senior Fellow Switzerland/
C/o Council on Foreign Relations Canada
Hudson Institute
58 E. 68th Street
New York, NY 10021
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
Richard A. Manoogian* Chairman of the Board US
Masco Corporation
21001 Van Born Road
Taylor, MI 48180
Ellen R. Marram* General Partner US
North Castle Partners LLC
183 East Putnam Avenue
Greenwich, CT 06830
Homer A. Neal* Director ATLAS Project, Professor of US
European Organization for Nuclear Physics and Office of Provost and
Research Executive Vice President for Academic
CERN Affairs, University of Michigan
PPE Division
Building 40-2C-20
1211 Geneva 23
Switzerland
Jorma J. Ollila* Chairman and Chief Executive Officer Finland
Nokia Corporation
Keilahdentie 4
02150 Espoo
Finland
Robert E. Rubin* Director, Chairman of the Executive US
Citigroup, Inc. Committee and Member of the Office of
399 Park Avenue - Third Floor the Chairman
New York, NY 10043
John L. Thornton* President and Co-Chief Operating Officer US
Goldman-Sachs Group, L.P.
133 Fleet Street
London EC4A 2BB
England
Nicholas V. Scheele* President and Chief Operating Officer UK
World Headquarters
One American Road
Dearborn, MI 48126
Carl E. Reichardt* Vice Chairman US
World Headquarters
One American Road
Dearborn, MI 48126
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
John M. Rintamaki Chief of Staff US
World Headquarters
One American Road
Dearborn, MI 48126
I. Martin Inglis Group Vice President and Chief Financial UK
World Headquarters Officer
One American Road
Dearborn, MI 48126
Roman J. Krygier Group Vice President - Manufacturing and US
World Headquarters Quality
One American Road
Dearborn, MI 48126
Carlos E. Mazzorin Group Vice President - Asia Pacific US
World Headquarters Operations, South American Operations
One American Road and Global Purchasing
Dearborn, MI 48126
James J. Padilla Group Vice President - North America US
World Headquarters
One American Road
Dearborn, MI 48126
Richard Parry-Jones Group Vice President - Chief Technical UK
World Headquarters Officer
One American Road
Dearborn, MI 48126
Wolfgang Reitzle Group Vice President - Premier Germany
World Headquarters Automotive Group
One American Road
Dearborn, MI 48126
David W. Thursfield Group Vice President (Chairman, UK
World Headquarters President and Chief Executive Officer,
One American Road Ford of Europe)
Dearborn, MI 48126
Martin B. Zimmerman Group Vice President - Corporate Affairs US
World Headquarters
One American Road
Dearborn, MI 48126
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
Elizabeth S. Acton Vice President and Treasurer US
World Headquarters
One American Road
Dearborn, MI 48126
Marvin W. Adams Vice President and Chief Information US
World Headquarters Officer
One American Road
Dearborn, MI 48126
William W. Boddie Vice President - Global Core Engineering US
World Headquarters
One American Road
Dearborn, MI 48126
Thomas K. Brown Vice President - Global Purchasing US
World Headquarters
One American Road
Dearborn, MI 48126
Mei Wei Cheng Vice President (President, Ford Motor US
World Headquarters (China)Ltd.)
One American Road
Dearborn, MI 48126
Susan M. Cischke Vice President - Environmental and Safety US
World Headquarters Engineering
One American Road
Dearborn, MI 48126
William J. Cosgrove Vice President (Chief of Staff and Chief US
World Headquarters Financial Officer, Premier Automotive
One American Road Group
Dearborn, MI 48126
Terrall M. de Jonckheere Vice President US
World Headquarters
One American Road
Dearborn, MI 48126
Robert A. Dover Vice President (President, Jaguar Land UK
World Headquarters Rover)
One American Road
Dearborn, MI 48126
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
Mark Fields Vice President US
World Headquarters
One American Road
Dearborn, MI 48126
Karen C. Francis Vice President - Consumer Connect US
World Headquarters
One American Road
Dearborn, MI 48126
Louise K. Goeser Vice President - Quality US
World Headquarters
One American Road
Dearborn, MI 48126
Joseph Greenwell Vice President - Global Automotive and UK
World Headquarters Product Promotions and Associations
One American Road
Dearborn, MI 48126
Janet M. Grissom Vice President - Washington Affairs US
World Headquarters
One American Road
Dearborn, MI 48126
Lloyd E. Hansen Vice President - Revenue Management US
World Headquarters
One American Road
Dearborn, MI 48126
Earl J. Hesterberg Vice President (Vice President, Marketing, US
World Headquarters Sales and Service, Ford Of Europe)
One American Road
Dearborn, MI 48126
Darryl B. Hazel Vice President - Ford Customer Service US
World Headquarters Division
One American Road
Dearborn, MI 48126
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
Mark W. Hutchins Vice President US
World Headquarters
One American Road
Dearborn, MI 48126
Brian P. Kelley Vice President (President, Lincoln and US
World Headquarters Mercury)
One American Road
Dearborn, MI 48126
Joe W. Laymon Vice President - Human Resources US
World Headquarters
One American Road
Dearborn, MI 48126
Donat R. Leclair Vice President and Controller US
World Headquarters
One American Road
Dearborn, MI 48126
Martin Leach Vice President (Vice President, Product UK
World Headquarters Development, Ford of Europe)
One American Road
Dearborn, MI 48126
Kathleen A. Ligocki Vice President - Strategy, Business US
World Headquarters Development, Canada and Mexico
One American Road
Dearborn, MI 48126
Malcolm S. Macdonald Vice President - Finance and Treasury Matters US
World Headquarters
One American Road
Dearborn, MI 48126
J. C. Mays Vice President - Design US
World Headquarters
One American Road
Dearborn, MI 48126
Timothy J. O'Brien Vice President - Real Estate US
World Headquarters
One American Road
Dearborn, MI 48126
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
James G. O'Connor Vice President (President, Ford Division) US
World Headquarters
One American Road
Dearborn, MI 48126
Hans-Olov Olsson Vice President (President, Volvo Cars) Sweden
World Headquarters
One American Road
Dearborn, MI 48126
Dennis E. Ross Vice President and General Counsel US
World Headquarters
One American Road
Dearborn, MI 48126
Shamel T. Rushwin Vice President - North America Business US
World Headquarters Operations
One American Road
Dearborn, MI 48126
Gerhard Schmidt Vice President - Research Germany
World Headquarters
One American Road
Dearborn, MI 48126
Mark A. Schulz Vice President-- Ford Asia Pacific US
World Headquarters
One American Road
Dearborn, MI 48126
Greg C. Smith Vice President (President and Chief US
World Headquarters Operating Officer, Ford Financial)
One American Road
Dearborn, MI 48126
Anne Stevens Vice President - North America Vehicle US
World Headquarters Operations
One American Road
Dearborn, MI 48126
David T. Szczupak Vice President - Powertrain Operations US
World Headquarters
One American Road
Dearborn, MI 48126
Name and
Business Address Principal Occupation Citizenship
---------------------------------------------------------------------------------------------------
Chris P. Theodore Vice President - North America Product US
World Headquarters Development
One American Road
Dearborn, MI 48126
Janet E. Valentic Vice President - Global Marketing US
World Headquarters
One American Road
Dearborn, MI 48126
James G. Vella Vice President - Corporate Public Affairs US
World Headquarters
One American Road
Dearborn, MI 48126
Alex P. Ver Vice President - Advanced Manufacturing US
World Headquarters Engineering
One American Road
Dearborn, MI 48126
Rolf Zimmermann Vice President - Craftsmanship and Germany
World Headquarters Launch, Ford of Europe
One American Road
Dearborn, MI 48126
* Indicates that the person is a Director of Ford Motor Company