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. 3 )*
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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
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 16, 2003
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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 5
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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)
Not Applicable
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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 0
BENEFICIALLY OWNED ---- -------------------------------------------------------------------------
BY EACH REPORTING 8 Shared Voting Power
PERSON 0
WITH ---- -------------------------------------------------------------------------
9 Sole Dispositive Power
0
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
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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)
0%
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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 5
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 dated February 12,
1988 and Amendment Number 2 to Schedule 13D filed by Ford dated February 28,
2002, in connection with Ford's acquisition of Common Stock of Ceradyne, Inc.
(the "Issuer"), is amended as hereinafter provided.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Ford no longer owns, beneficially or otherwise,
any shares of Common Stock of the Issuer. On December 31, 2002, Ford
entered into a Restricted Stock Purchase Agreement (the "Stock
Purchase Agreement"), attached hereto as Exhibit A, between Ford and
each of the private investment vehicles set forth on Exhibit A-1 of
the Stock Purchase Agreement and each of the publicly-held entities
registered as Investment Companies under the Investment Company Act of
1940 set forth on Exhibit A-2 of the Stock Purchase Agreement,
pursuant to which Ford agreed to sell all of its shares of Common
Stock of the Issuer in a private placement transaction.
(b) Ford has no power to vote or direct the vote of any shares of the
Issuer's Common Stock.
(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 between June 14, 2001 and June 27, 2001, the sale of 99,999
shares between February 28, 2002 and March 5, 2002, and the sale of
99,999 shares between November 1, 2002 and December 16, 2002.
(d) Not Applicable.
(e) On January 16, 2003, Ford ceased to be 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 the Issuer have entered into a Letter Agreement pursuant to
which all of Ford's rights under the Stock Sale Agreement dated March
11, 1986, a copy of which was filed as Exhibit A to the original paper
format Schedule 13D amended hereby (file number reference 00537271),
pursuant to which Ford acquired its shares of Common Stock of the
Issuer, including the right to acquire additional shares of the
Issuer's Common Stock pursuant to Articles VI and X thereof, have been
extinguished upon the completion of Ford's sale of all of the Issuer's
Common Stock as reported in this schedule.
(b) As a result of the sale by Ford of all of its shares of Common Stock
of the Issuer, the Agreement dated March 11, 1986 relating to the
voting of shares of Common Stock of the Issuer, a copy of which was
filed as Exhibit B to the original paper format Schedule 13D amended
hereby (file number reference 00537271), is no longer applicable.
CUSIP No.156710 10 5 13D Page 4 of 5
Item 7. Material to be Filed as Exhibits.
The following documents are appended hereto as Exhibits:
Designation Description Method of Filing
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Exhibit A Restricted Share Purchase Agreement Filed with this Schedule
dated December 31, 2002
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 January 16, 2003.
FORD MOTOR COMPANY
By:/s/ Peter Sherry, Jr.
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Name: Peter Sherry Jr.
Title: Assistant Secretary
CUSIP No.156710 10 5 13D Page 5 of 5
INDEX TO EXHIBITS
Designation Description Method of Filing
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Exhibit A Restricted Share Purchase Agreement Filed with this Schedule
dated December 31, 2002