DEARBORN, Mich. -- Ford Motor Co. said Friday its board of directors has adopted a plan designed to deter shareholders who hold more than a 5 percent stake from increasing their ownership, in order to protect its tax assets.
Were shareholders allowed to hold a bigger stake, the automaker would lose access to certain tax shelters and face increased federal income-tax liability. At the end of 2008, Ford had tax credits, net operating and capital losses offsetting
$19 billion in future taxable income.
Ford said the U.S. tax code would limit its use of such tax attributes as credits and capital losses if shareholders with a 5 percent or greater stake in the company were to collectively increase their holdings by more than 50 percent over a rolling three-year period.
The tax preservation plan would be triggered by a shareholder acquiring a stake in the company of more than 4.9 percent. It would also be triggered if an existing holder acquired more than one half of one percent of common shares.
Under the terms of the plan, Ford's board of directors declared Wednesday a dividend right to purchase one share of common stock for every outstanding share at a discount, should an ownership change occur. Exercising the right would dilute the 5 percent shareholder and protect Ford's tax attributes.
Ford would not describe the move as a "poison pill" to protect the company from a sizable ownership change.
"This is solely a plan to protect a valuable asset and is not a takeover prevention plan in any way," said Peter Sherry Jr., Ford's corporate secretary and associate general counsel. "Terms of the plan are tailored to the tax benefit."
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