Ford: Surprised by Kerkorian investment

In a government filing, Ford outlined an April 4 meeting between Chief Executive Officer Alan Mulally, Chief Financial Officer Don Leclair and Jerry York, a top adviser to Kerkorian's Tracinda Corp.

Ford said in a statement that York "made what we thought was an off-the-cuff remark that Tracinda might be interested in investing in Ford."

Company officials said they did not know at the time that Tracinda had begun investing in Ford stock on April 2 and "we were completely unaware of Tracinda's investment until the weekend of April 26 and 27." Chairman Bill Ford "was as surprised as" Mulally and Leclair when he learned about the investment during that same weekend.

Kerkorian launched his previously announced $170 million cash offer to buy up to 20 million additional shares of Ford on Friday. With the 100 million Ford shares he acquired in April, it would give him about 5.5 percent of Ford.

Tracinda said the offer at $8.50 per share runs until June 9, unless it is extended.

Ford's board of directors recommended Friday that its stockholders to "take no action at this time" in response to the Tracinda tender offer.

Kerkorian's investment company said it was making the offer "because it believes Ford is an attractive investment. It does not have a present intent to acquire or influence control over the business of Ford."

Peter Henning, a former SEC attorney who teaches at Wayne State University Law School in Detroit, said the filing "inoculates them from any claim that they might have made any misleading statement" and helps them keep their distance from Kerkorian, making clear that they did not seek his investment.

Ford shares slipped 14 cents to $8.06 in afternoon trading. The $8.50 price is a 13.3 percent premium over Ford's closing price before Kerkorian announced the offer last month.