<PAGE> 1
REGISTRATION STATEMENT NO. 33-55945
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR CREDIT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-1612444
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121 (313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J. D. BRINGARD, ESQ.
FORD MOTOR CREDIT COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Debt Securities....................... $4,000,000,000 100%* $4,000,000,000* $800,000
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</TABLE>
* Estimated solely for the purpose of determining the amount of the registration
fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED OCTOBER 7, 1994
FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
Ford Credit, in October 1994, registered with the Securities and Exchange
Commission $4,000,000,000 aggregate principal amount of its Debt Securities
consisting of notes and/or debentures denominated in United States dollars or
any other currency or currencies, to be offered from time to time in one or more
series, on terms to be determined at or prior to the time of sale. The
Prospectus Supplement and any Pricing Supplement accompanying this Prospectus
sets forth, with respect to the particular series of Debt Securities for which
this Prospectus and the Prospectus Supplement and any Pricing Supplement are
being delivered, the specific title, the aggregate principal amount, the
authorized denominations, the currencies of issue and payment, the initial
public offering price, the maturity, the interest rate or rates (which may be
either fixed or variable), if any, and/or method of determination thereof, the
time of payment of any interest, any redemption, extension or early repayment
terms, any provision for sinking fund payments, the net proceeds to Ford Credit,
the form of Debt Securities (which may be in registered form, bearer form or
global form) and other specific terms relating to such series of Debt
Securities.
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to other purchasers or through
agents. See "Plan of Distribution". In addition, the Debt Securities may be sold
to dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to a particular series of Debt Securities who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). If any agents
of Ford Credit, or any underwriters, are involved in the sale of any Debt
Securities, the names of such agents or underwriters and any applicable
commissions or discounts are set forth in the accompanying Prospectus
Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October , 1994.
<PAGE> 3
AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY ("FORD CREDIT") AND FORD MOTOR COMPANY ARE
SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934
AND IN ACCORDANCE THEREWITH FILE REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). AS USED HEREIN OR IN THE
PROSPECTUS SUPPLEMENT, "FORD" REFERS TO FORD MOTOR COMPANY AND ITS SUBSIDIARIES
UNLESS THE CONTEXT OTHERWISE REQUIRES. SUCH REPORTS AND OTHER INFORMATION CAN BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AND AT THE
FOLLOWING REGIONAL OFFICES OF THE COMMISSION: 7 WORLD TRADE CENTER, 13TH FLOOR,
NEW YORK, NEW YORK 10048 AND NORTHWEST ATRIUM CENTER, 500 WEST MADISON STREET,
SUITE 1400, CHICAGO, ILLINOIS 60661. COPIES OF SUCH MATERIAL CAN BE OBTAINED
FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549 AT PRESCRIBED RATES. SUCH REPORTS AND OTHER INFORMATION
CONCERNING FORD CREDIT AND FORD CAN ALSO BE INSPECTED AT THE OFFICES OF THE NEW
YORK STOCK EXCHANGE, INC., 20 BROAD STREET, NEW YORK, NEW YORK 10005.
Ford Credit has filed with the Commission a Registration Statement under
the Securities Act with respect to the Debt Securities offered hereby. This
Prospectus and the Prospectus Supplement do not contain all the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. The information so omitted may be obtained from
the Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford Credit's Annual Report on Form 10-K for the year ended December 31,
1993 (the "1993 10-K Report"), Ford Credit's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994 (the "First Quarter 10-Q Report") and June 30,
1994 (the "Second Quarter 10-Q Report") and Ford Credit's Current Reports on
Form 8-K dated January 11, 1994, February 11, 1994, February 25, 1994, March 18,
1994, April 14, 1994, May 11, 1994, June 27, 1994, and August 22, 1994 are
incorporated in this Prospectus by reference. All documents filed by Ford Credit
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this Prospectus and prior to the termination of the
offering of the Debt Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing such
documents. Such reports include, and such documents may include, information
concerning Ford, as well as Ford Credit.
FORD CREDIT UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT HAVE BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN
OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. WRITTEN OR TELEPHONIC
REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO FORD MOTOR CREDIT COMPANY, THE
AMERICAN ROAD, DEARBORN, MICHIGAN 48121, ATTENTION: PUBLIC AFFAIRS DEPARTMENT
(TELEPHONE 313-594-1096).
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2
<PAGE> 4
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is a wholly-owned
subsidiary of Ford. As used herein "Ford Credit" refers to Ford Motor Credit
Company and its subsidiaries unless the context otherwise requires.
Ford Credit provides wholesale financing and capital loans to franchised
Ford Motor Company vehicle dealers and other dealers associated with such
dealers and purchases retail installment sale contracts and retail leases from
them. Ford Credit also makes loans to vehicle leasing companies, the majority of
which are affiliated with such dealers. In addition, wholly-owned subsidiaries
of Ford Credit provide these financing services to other vehicle dealers. More
than 85% of all new vehicles financed by Ford Credit are manufactured by Ford or
its affiliates. In addition to vehicle financing, Ford Credit makes loans to
affiliates of Ford, finances certain receivables of Ford and its subsidiaries,
and offers diversified financing services which are managed by USL Capital
Corporation ("USL Capital"), a wholly-owned subsidiary of Ford Holdings, Inc.
("Ford Holdings"). Ford Credit also manages the insurance business of The
American Road Insurance Company ("American Road"), a wholly-owned subsidiary of
Ford Holdings. Ford Credit also is a significant equity participant in Ford
Holdings whose primary activities are consumer and commercial financing
operations, insurance underwriting and equipment leasing.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121. The telephone number of such offices is (313)
322-3000.
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THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
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3
<PAGE> 5
FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30 YEARS ENDED DECEMBER 31
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1994 1993 1993 1992 1991
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<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Total revenue.................. $ 4,850.6 $ 4,013.7 $ 8,338.4 $ 7,073.3 $ 7,002.3
Interest expense............... 1,605.6 1,443.2 2,919.3 3,076.5 3,791.8
Provision for credit losses.... 132.3 152.5 270.2 418.0 577.9
Income before income taxes and
cumulative effects of
changes in accounting
principles.................. 1,029.7 945.7 1,875.0 1,323.2 1,075.1
Cumulative effects of changes
in accounting principles.... -- -- -- 146.5 --
Net income..................... 667.4 621.3 1,193.8 1,038.7 748.8
Dividends
Cash........................ -- -- (250.0) (600.0) (650.0)
Stock of Ford Holdings...... -- -- -- (200.0) (316.0)
Memo:
Net credit losses amount....... $ 88.8 $ 105.4 $ 228.4 $ 342.6 $ 528.9
As percentage of average total
finance receivables
outstanding (annualized)*... 0.24% 0.34% 0.35% 0.60% 0.92%
BALANCE SHEET DATA
Net investment, operating
leases...................... $16,567.9 $10,015.8 $12,600.9 $ 7,747.2 $ 4,345.5
========= ========= ========= ========= =========
Finance receivables, net....... $55,167.8 $49,867.5 $50,714.1 $46,602.5 $46,481.4
========= ========= ========= ========= =========
Capital
Short-term debt............. $30,053.5 $24,638.6 $25,507.1 $22,995.7 $19,873.7
Long-term debt (including
current portion).......... 35,567.8 31,062.8 33,363.1 26,913.7 28,160.2
Stockholder's equity........ 6,364.0 5,484.9 5,774.7 4,882.9 4,689.9
--------- --------- --------- --------- ---------
Total capital............. $71,985.3 $61,186.3 $64,644.9 $54,792.3 $52,723.8
========= ========= ========= ========= =========
</TABLE>
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* Includes net investment in operating leases.
SECOND QUARTER 1994 RESULTS OF OPERATIONS
Ford Credit's consolidated net income for the second quarter of 1994 was
$368 million, up $62 million or 20% compared with $306 million in the second
quarter of 1993. Income from financing operations was $317 million, up $49
million or 18% from the same period a year ago. Equity in net income of
affiliated companies, primarily Ford Holdings, was $51 million compared with $38
million in the same period a year ago.
Compared with results from a year ago, financing profits in the second
quarter of 1994 primarily reflected a higher level of earning assets, gains ($43
million) from the sale of Ford Credit's investment in Manheim Auctions, Inc. and
from the sale of receivables, as well as favorable credit loss performance,
partially offset by lower net interest margins. The higher level of earning
assets reflected an increase in operating leases, and retail and wholesale
financing. Lower credit losses primarily reflected lower losses per repossessed
unit and fewer repossessions. The lower net interest margins primarily reflected
the effect of lower interest rates on finance receivables and operating leases.
4
<PAGE> 6
Total gross finance receivables and net investment in operating leases at
June 30, 1994 were $77.6 billion, up $11.9 billion (18%) from a year earlier.
The increase primarily reflected higher levels of operating leases and retail
installment sale receivables. Depreciation expense on operating leases in the
second quarter of 1994 was $935 million, up $302 million or 48% compared with
the second quarter of 1993. The increase reflected the higher levels of
operating leases and was more than offset by higher revenue earned on the lease
contracts.
During the second quarter of 1994, Ford Credit financed 35.8% of all new
cars and trucks sold by Ford Motor Company dealers in the United States,
compared with 37.7% in the second quarter of 1993. The decrease primarily
resulted from lower levels of daily rental car financing. Ford Credit provided
retail financing for 626,000 new and used vehicles in the United States, up 5%
from a year ago. Ford Credit also provided wholesale financing for 82.3% of Ford
Motor Company factory sales to U.S. car and truck dealers during the quarter,
compared with 82.0% in the same period a year ago.
FIRST HALF 1994 RESULTS OF OPERATIONS
For the first half of 1994, Ford Credit's consolidated net income was $667
million, up $46 million from $621 million in the first half of 1993. Income from
financing operations was $562 million, up $28 million or 5% from the same period
a year ago. Equity in net income of affiliated companies was $105 million
compared with $87 million in 1993. The improvement in financing profits
primarily resulted from higher levels of earning assets, a one-time gain from
the sale of Ford Credit's investment in Manheim Auctions, Inc., and lower credit
losses, partially offset by lower net interest margins, and lower gains from the
sale of receivables. Depreciation expense in the first half of 1994 was $1,744
million, up $561 million or 47% compared with the first half of 1993. The
increase reflected the higher levels of operating leases and was more than
offset by higher revenue earned on the lease contracts. During the first half of
1994, Ford Credit provided retail financing for 37.1% of all new cars and trucks
sold by Ford Motor Company dealers in the United States, compared with 38.4% in
the same period a year ago. Ford Credit provided U.S. retail financing for
1,210,000 new and used vehicles compared with 1,097,000 vehicles in the first
half of 1993. Ford Credit also provided wholesale financing for 81.0% of Ford
Motor Company factory sales to U.S. car and truck dealers during the first half
of 1994, compared with 80.5% in the same period last year.
1993 RESULTS OF OPERATIONS
Ford Credit's consolidated net income in 1993 was $1,194 million, up $155
million or 15% from 1992. Excluding a one-time gain resulting from the net
effect of the adoption of new accounting standards for income taxes and
postretirement benefits in 1992, net income was up $302 million or 34% from a
year ago. The following comparison of 1993 results with 1992 results excludes
the one-time net gain associated with the accounting changes.
Net income from financing operations was $996 million, up $259 million or
35% from the prior year. The increase in financing profits was more than
accounted for by higher financing volumes, lower credit losses and higher net
income from gains on sales of retail automotive receivables, partially offset by
the increase in U.S. income taxes and lower net interest margins.
Lower credit losses reflect lower losses per repossession and fewer
repossessions. Actual credit losses were $228 million (0.35% of average finance
receivables including net investment in operating leases) compared with $343
million (0.60%) in 1992. Ford Credit released a portion of the loss reserves
reflecting the continued improvement in actual credit loss experience. The
credit loss coverage ratio for 1993 was 4.0 compared with 2.7 in the prior year.
The decline in net interest margins, including depreciation on operating leases,
reflects primarily the decline in net U.S. borrowing rates from 6.3% in 1992 to
5.3% in 1993, more than offset by lower yields on finance receivables and net
investment in operating leases.
5
<PAGE> 7
For 1993, equity in net income of affiliated companies (primarily Ford
Holdings) was $198 million, up $43 million from 1992. The increase reflected
higher Ford Holdings net income available to common shareholders, partially
offset by a reduction in Ford Credit's ownership of Ford Holdings common stock
in 1992. The reduction in ownership was the result of a dividend paid in 1992 to
Ford in the form of Ford Holdings common stock. At December 31, 1993, Ford
Credit owned about 45% of Ford Holdings common stock, representing about 34% of
the voting power.
Total gross finance receivables and net investment in operating leases at
December 31, 1993 were $69.6 billion, up $9.4 billion (16%) from a year earlier.
The higher financing volume reflects primarily an increase in short-term
operating leases and higher wholesale receivables. Depreciation expense on
operating leases in 1993 was $2,676 million, up $1,023 million or 62% from 1992.
The increase reflected the higher levels of operating leases and was more than
offset by higher revenue earned on the lease contracts.
For 1993, Ford Credit financed 38.5% of all new cars and trucks sold by
Ford Motor Company dealers in the U.S. compared with 37.7% in 1992. Ford Credit
provided retail financing for 2,246,000 new and used vehicles in the United
States. Ford Credit provided wholesale financing for 81.4% of Ford Motor Company
U.S. factory sales in 1993 compared with 77.6% in 1992.
LIQUIDITY AND CAPITAL RESOURCES
Ford Credit relies heavily on its ability to raise substantial amounts of
funds. These funds are obtained primarily by sales of commercial paper and
issuance of term debt. Funds also are provided by retained earnings and sales of
receivables. The level of funds can be affected by certain transactions with
Ford, such as capital contributions, interest supplements and other support
costs from Ford for vehicles financed and leased by Ford Credit under Ford
sponsored special financing and leasing programs, and dividend payments, and the
timing of payments for the financing of dealers' wholesale inventories and for
income taxes. Ford Credit's ability to obtain funds is affected by its debt
ratings, which are closely related to the outlook for, and financial condition
of, Ford, and the nature and availability of support facilities, such as
revolving credit and receivables sales agreements. In addition, Ford Credit from
time to time sells its receivables in public offerings or private placements.
For additional information regarding liquidity and capital resources, see Item
1--Business--"Business of Ford Credit--Borrowings and Other Sources of Funds" in
the 1993 10-K Report, and see the First Quarter 10-Q Report and the Second
Quarter 10-Q Report. For additional information regarding Ford Credit's
association with Ford, see Item 1--Business--"Certain Transactions with Ford
and Affiliates" in the 1993 10-K Report.
On September 30, 1994, Ford Credit declared a $250 million cash dividend
payable to Ford.
6
<PAGE> 8
INFORMATION CONCERNING FORD
Ford is the second-largest producer of cars and trucks in the world, and
ranks among the largest providers of financial services in the United States.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the manufacture,
assembly and sale of cars and trucks and related parts and accessories. The
Financial Services segment is comprised of the following subsidiaries: Ford
Credit, Ford Credit Europe plc, Ford Holdings, Associates First Capital
Corporation ("The Associates"), American Road, First Nationwide Financial
Corporation ("First Nationwide"), The Hertz Corporation ("Hertz") and USL
Capital. The activities of these subsidiaries include financing, insurance
operations, savings and loan operations and vehicle and equipment leasing.
7
<PAGE> 9
SELECTED FINANCIAL DATA AND OTHER DATA OF FORD
The following table sets forth selected financial data and other data
concerning Ford:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
30 YEARS ENDED OR AT DECEMBER 31
---------------------- ------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- --------- -------- ---------
(IN MILLIONS EXCEPT PER SHARE AND UNIT SALES AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME
INFORMATION
Automotive
Sales................................ $ 54,445 $ 47,950 $ 91,568 $ 84,407 $ 72,051 $ 81,844 $ 82,879
Operating income/(loss).............. 3,525 1,293 1,432 (1,775) (3,769) 316 4,252
Income/(loss) before cumulative
effects of changes in accounting
principles......................... 2,138 571 940 (1,534) (3,186) 99 3,175
Financial Services
Revenues............................. 9,729 8,232 16,953 15,725 16,235 15,806 13,267
Income before income taxes and
cumulative effects of changes in
accounting principles.............. 1,107 1,324 2,712 1,825 1,465 1,221 874
Income before cumulative effects of
changes in accounting principles... 477 776 1,589 1,032 928 761 660
Total Ford
Income/(loss) before cumulative
effects of changes in accounting
principles......................... 2,615 1,347 2,529 (502) (2,258) 860 3,835
Cumulative effects of changes in
accounting principles.............. -- -- -- (6,883) -- -- --
Net income/(loss).................... 2,615 1,347 2,529 (7,385) (2,258) 860 3,835
Amounts Per Share of Common Stock and
Class B Stock After Preferred Stock
Dividends***
Income/(loss) before cumulative
effects of changes in accounting
principles......................... 2.47 1.23 2.27 (0.73) (2.40) 0.93 4.11
Cumulative effects of changes in
accounting principles.............. -- -- -- (7.08) -- -- --
-------- -------- -------- -------- --------- -------- ---------
Income/(loss) assuming no dilution... 2.47 1.23 2.27 (7.81) (2.40) 0.93 4.11
Income/(loss) assuming full
dilution........................... 2.20 1.13 2.10 (7.81) (2.40) 0.92 4.06
Cash dividends....................... 0.425 0.40 0.80 0.80 0.98 1.50 1.50
CONSOLIDATED BALANCE SHEET INFORMATION
Automotive
Total assets......................... 68,048 59,524 61,737 57,170 52,397 50,823 45,819
Debt payable within one year......... 156 763 932 1,249 2,580 2,849 2,537
Long-term debt--noncurrent portion... 7,107 7,117 7,084 7,068 6,539 4,553 1,137
Financial Services
Total assets......................... 142,031 132,344 137,201 123,375 122,032 122,839 115,074
Debt................................. 116,312 97,408 103,960 90,188 88,295 88,117 81,734
Deposit accounts*.................... 0 12,136 10,549 14,030 16,882 17,893 17,642
Total Ford
Total assets......................... 210,079 191,868 198,938 180,545 174,429 173,663 160,893
Debt (incl. deposit accounts)........ 123,575 117,424 122,525 112,535 114,295 113,412 103,050
Stockholders' equity**............... 18,422 15,683 15,574 14,753 22,690 23,238 22,728
Cash dividends....................... 569 545 1,086 977 927 1,389 1,404
OTHER DATA
Total Ford
Capital expenditures................. 3,601 2,946 6,814 5,790 5,847 7,258 6,767
Depreciation and amortization of
special tools...................... 4,370 3,665 7,468 6,756 5,778 4,880 4,229
Worldwide factory unit sales
of cars, trucks and tractors
(in thousands)..................... 3,483 3,206 5,964 5,764 5,359 5,872 6,408
</TABLE>
- ------------
* Deposit accounts relate to First Nationwide.
** The cumulative effects of changes in accounting principles reduced equity
by $6,883 million in 1992.
*** Share data have been restated to reflect the 2-for-1 stock split that
became effective June 6, 1994.
8
<PAGE> 10
FINANCIAL REVIEW OF FORD
SECOND QUARTER 1994 RESULTS OF OPERATIONS
Overview
Ford earned $1,711 million, or $1.63 per share of Common and Class B Stock,
in the second quarter of 1994. This compares with $775 million, or $0.72 per
share, in the second quarter of 1993. Fully diluted earnings per share were
$1.44 in the second quarter of 1994, compared with $0.65 a year ago. Ford's
worldwide sales and revenues were $33.8 billion, up $4.4 billion from a year
ago. Worldwide factory unit sales of cars and trucks were 1,811,000, up 136,000
units or 8%. Stockholders' equity was $18.4 billion at June 30, 1994.
On June 6, 1994, a 2-for-1 stock split in the form of a 100% stock dividend
on Ford's outstanding Common and Class B Stock became effective. Earnings per
share for prior periods have been restated to reflect the stock split.
Automotive Operations
Ford's worldwide Automotive operations earned $1,183 million in the second
quarter of 1994 on sales of $28.4 billion, compared with earnings of $395
million on sales of $25.3 billion a year ago.
In the U.S., Ford's Automotive operations earned $907 million, compared
with $367 million a year ago. The improvement reflected higher unit volume (as a
result of higher truck sales) and improved margins.
In the second quarter of 1994, the seasonally-adjusted annual selling rate
for the U.S. car and truck industry was 15.3 million units compared with 14.6
million in the second quarter of 1993. Ford's car market share was 21.5% in the
second quarter of 1994, up 1/10 of a point from a year ago. Ford's truck share
was 30%, down 2/10 of a point from a year ago. Ford's combined car and truck
share was 25%, unchanged from a year ago.
Outside the U.S., Automotive operations earned $276 million in the second
quarter of 1994, compared with $28 million a year ago. The improvement reflected
primarily higher unit volume in Europe, where Automotive operations (excluding
Jaguar) earned $244 million in the second quarter of 1994, compared with a loss
of $66 million a year ago. Earnings were lower in Latin America, where business
conditions historically have been volatile and subject to rapid change.
In the second quarter of 1994, the seasonally-adjusted annual selling rate
for the European car and truck industry was 13.1 million units, compared with
12.3 million a year ago. Ford's car share was 11.6% in the second quarter of
1994, up 5/10 of a point from a year ago. Ford's truck share was 14.8%, up 2.1
points.
Financial Services Operations
Ford's Financial Services operations earned $528 million in the second
quarter of 1994, compared with $380 million in the second quarter of 1993. The
increase resulted primarily from improved results at Ford Credit and The
Associates, the consolidation of results for Hertz, and non-recurrence of losses
at First Nationwide.
For a discussion of Ford Credit's results of operations in the second
quarter of 1994, see "Ford Motor Credit Company and Subsidiaries -- Selected
Financial Data -- Second Quarter 1994 Results of Operations." In addition,
international operations managed by Ford Credit earned $50 million in the second
quarter of 1994, equal to a year ago.
The Associates earned $121 million in the U.S. in the second quarter of
1994, compared with $111 million a year ago. The increase reflected higher
levels of earning assets and improved net interest margins. In addition,
international operations managed by The Associates earned $21 million in the
second quarter of 1994, compared with $10 million a year ago.
9
<PAGE> 11
On March 8, 1994, Ford purchased from Commerzbank Aktiengesellschaft, a
German bank, additional shares of common stock of Hertz aggregating 5% of the
total outstanding voting stock, thereby bringing Ford's ownership of the total
voting stock of Hertz to 54% from 49%. On April 29, 1994, Ford acquired 20% of
Hertz' common stock from Park Ridge Limited Partnership, and Hertz redeemed the
common stock (26%) and preferred stock of Hertz owned by AB Volvo for $145
million; these transactions resulted in Hertz becoming a wholly-owned subsidiary
of Ford. In addition, a $150 million subordinated promissory note of Hertz held
by Ford Credit was exchanged for $150 million of preferred stock of Hertz. Hertz
earned $26 million in the second quarter of 1994, compared with $6 million a
year ago (reflected in Ford's results on an equity basis).
USL Capital earned $27 million in the second quarter of 1994, compared with
$20 million a year ago. American Road earned $13 million in the second quarter
of 1994, compared with $16 million in the same period in 1993.
On April 14, 1994, an agreement was entered into for the sale of
substantially all of the assets of First Nationwide Bank to First Madison Bank,
referred to on page 11 of the First Quarter 10-Q Report. The transaction, which
is subject to federal regulatory approvals, is expected to be completed in the
fourth quarter of 1994. In the second quarter of 1993, First Nationwide incurred
a loss of $18 million.
FIRST HALF 1994 RESULTS OF OPERATIONS
Overview
Ford earned $2,615 million, or $2.47 per share of Common and Class B Stock,
in the first half of 1994. Results included a charge to net income of $440
million related to the sale of First Nationwide Bank to First Madison Bank
(discussed above). In the first half of 1993, Ford earned $1,347 million, or
$1.23 per share. Fully diluted earnings per share were $2.20, compared with
$1.13 a year ago. Ford's worldwide sales and revenues were $64.2 billion in the
first half of 1994, up $8 billion from a year ago. Worldwide factory unit sales
of cars and trucks were 3,483,000, up 277,000 or 8%.
Automotive Operations
Ford's worldwide Automotive operations earned $2,138 million in the first
half of 1994, compared with $571 million in the first half of 1993. In the U.S.,
Ford's Automotive operations earned $1,742 million, compared with $480 million a
year ago. The improvement reflected higher unit volume (as a result of higher
industry sales) and improved margins.
In the first half of 1994, the seasonally-adjusted annual selling rate for
the U.S. car and truck industry was 15.5 million units, compared with 14 million
a year ago. Ford's car share was 21.6% in the first half of 1994, down 7/10 of a
point from a year ago. The decline from a year ago reflected lower shares for
Tempo and Topaz. Ford's truck share was 29.7%, unchanged from a year ago. Ford's
combined car and truck share was 24.9%, down 4/10 of a point. For the full year,
Ford projects U.S. industry sales of about 15.5 million cars and trucks in 1994,
compared with 14.2 million units in 1993.
Outside the U.S., Automotive operations earned $396 million in the first
half of 1994, compared with $91 million a year ago. The improvement reflected
primarily higher unit volume, lower manufacturing costs, and improved margins in
Europe. Ford's European Automotive operations (excluding Jaguar) earned $352
million in the first half of 1994, compared with a loss of $47 million a year
ago.
In the first half of 1994, the seasonally-adjusted annual selling rate for
the European car and truck industry was 13.1 million units, compared with 12.4
million units a year ago. Ford's car share was 11.8%, up 3/10 of a point from a
year ago. Ford's truck share was 14.7%, down 1/10 of a point from a year ago.
For the full year, Ford projects European industry sales of about 13 million
units in 1994, compared with 12.5 million units in 1993.
10
<PAGE> 12
Financial Services Operations
Ford's Financial Services operations earned $477 million in the first half
of 1994, compared with $776 million in the first half of 1993. The decline was
more than explained by the charge to net income of $440 million related to the
sale of First Nationwide Bank. Higher earnings at Ford Credit and The Associates
and the consolidation of results for Hertz were partial offsets.
For a discussion of Ford Credit's results of operations in the first half
of 1994, see "Ford Motor Credit Company and Subsidiaries -- Selected Financial
Data -- First Half 1994 Results of Operations." International operations managed
by Ford Credit earned $113 million in the first half of 1994, compared with $97
million a year ago.
The Associates earned $249 million in the U.S. in the first half of 1994,
compared with $222 million a year ago. The improvement reflected primarily the
same factors as those described in the discussion of second quarter results of
operations. In addition, international operations managed by The Associates
earned $39 million in the first half of 1994, compared with $20 million a year
ago.
Hertz earned $25 million in the first half of 1994, compared with $3
million a year ago (reflected in Ford's results on an equity basis).
USL Capital's net income in the first half of 1994 was $48 million,
compared with $37 million a year ago. American Road earned $30 million in the
first half of 1994, compared with $39 million a year ago.
First Nationwide incurred a loss of $484 million in the first half of 1994,
including a charge of $440 million related to the sale of First Nationwide Bank.
First Nationwide incurred a loss of $35 million in the first half of 1993.
LIQUIDITY AND CAPITAL RESOURCES
Automotive Operations
Cash and marketable securities of Ford's Automotive operations were $13.7
billion at June 30, 1994, up $3.9 billion from December 31, 1993. The amount of
cash and marketable securities is expected to decline during the second half of
the year because of normal new-model changeover and launch and higher capital
spending (discussed below). Ford paid $569 million in cash dividends on its
Common Stock, Class B Stock, and Preferred Stock during the first six months of
1994.
Automotive capital expenditures were $3.5 billion in the first six months
of 1994, compared with $2.9 billion a year ago. Automotive capital spending is
projected to increase further during the second half of the year as a result of
increases in both product and non-product spending. The higher product spending
reflects a record pace of new-model introductions, while non-product spending
reflects efforts to improve efficiency and quality and increase capacity for
selected components and vehicles.
Automotive debt at June 30, 1994 totaled $7.3 billion, which was 28% of
total capitalization (stockholders' equity and Automotive debt), compared with
$8 billion, or 34% of total capitalization, at year-end 1993. The decrease in
total debt is primarily the result of lower levels of short-term borrowings.
At June 30, 1994, Ford had long-term contractually committed credit
agreements in the U.S. under which $4.8 billion is available from various banks
at least through June 30, 1999. The entire $4.8 billion may be used, at Ford's
option, by either Ford or Ford Credit. As of June 30, 1994, these facilities
were unused. At July 1, 1994, these credit agreements were increased to $5.9
billion.
Outside the U.S., Ford has additional long-term contractually committed
credit-line facilities of approximately $2.4 billion. These facilities are
available in varying amounts from 1994 through 1999; less than 1% had been used
at June 30, 1994.
11
<PAGE> 13
Financial Services Operations
Financial Services' cash and investments in securities totaled $8.2 billion
at June 30, 1994, down $2.6 billion from December 31, 1993. The decline
reflected primarily the reclassification of First Nationwide's net assets to
"other assets" as a result of the pending sale.
Net receivables and lease investments were $120.9 billion at June 30, 1994,
up $1.4 billion from December 31, 1993. The increase reflected continued growth
in earning assets at Ford Credit and The Associates, offset partially by the
reclassification of First Nationwide's net assets.
Total debt was $116.3 billion at June 30, 1994, up $12.3 billion from
December 31, 1993. The increase resulted from higher debt levels required to
finance growth in earning assets at Ford Credit and The Associates, as well as
the consolidation of Hertz; the reclassification of First Nationwide's net
assets was a partial offset.
At June 30, 1994, Financial Services had approximately $27.8 billion of
support facilities available for use in the U.S. (including $4.8 billion of Ford
bank lines that may be used by Ford Credit at Ford's option), 98% of which were
contractually committed; less than 2% of these facilities were in use at that
date. An additional $17.5 billion of support facilities were available outside
the U.S., 47% of which were contractually committed; approximately $7.2 billion
of these support facilities were in use at June 30, 1994.
INDUSTRY DATA AND MARKET SHARE OF FORD
The following table shows the U.S. industry retail deliveries of cars and
trucks for the periods indicated:
<TABLE>
<CAPTION>
U.S. INDUSTRY RETAIL DELIVERIES
(MILLIONS OF UNITS)
----------------------------------------------------------
NINE MONTHS
ENDED
SEPTEMBER 30* YEARS ENDED DECEMBER 31
------------- ----------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars....................................... 9.0 8.5 8.5 8.2 8.2 9.3 9.8
Trucks..................................... 6.3 5.5 5.7 4.9 4.3 4.8 5.1
</TABLE>
- ------------
* Seasonally adjusted annual rates.
The following table shows Ford's U.S. car and truck market shares for the
periods indicated:
<TABLE>
<CAPTION>
FORD U.S. CAR AND TRUCK MARKET SHARES
----------------------------------------------------------
NINE MONTHS
ENDED
SEPTEMBER 30 YEARS ENDED DECEMBER 31
------------- ----------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars*................................... 21.4% 22.2% 22.3% 21.8% 20.1% 21.1% 22.3%
Trucks.................................. 30.2 30.2 30.4 29.7 28.9 29.3 28.8
</TABLE>
- ------------
* Includes Jaguar sales since 1990.
For additional information regarding Ford, see the 1993 10-K Report, the
First Quarter 10-Q Report and the Second Quarter 10-Q Report.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be added to the general funds of Ford
Credit and will be available for the purchase of receivables, for loans and for
use in connection with the retirement of debt. Such proceeds initially may be
used to reduce short-term borrowings (commercial paper, borrowings
12
<PAGE> 14
under bank lines of credit and borrowings under agreements with bank trust
departments) or may be invested temporarily in short-term securities.
Ford Credit expects to issue additional long-term and short-term debt from
time to time. The nature and amount of Ford Credit's long-term and short-term
debt and the proportionate amount of each can be expected to vary from time to
time, as a result of business requirements, market conditions and other factors.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of "earnings" to "fixed charges" for Ford Credit and Ford were as
follows for the first six months of 1994 and 1993 and each of the years
1989-1993:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30 YEARS ENDED DECEMBER 31
------------- ----------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ford Motor Credit Company................ 1.57 1.59 1.56 1.37 1.23 1.14 1.13
Ford Motor Company....................... 2.2 1.6 1.5 * ** 1.2 1.7
</TABLE>
- ------------
* Earnings were inadequate to cover fixed charges by $237 million.
** Earnings were inadequate to cover fixed charges by $2,664 million.
For purposes of the Ford Credit ratio, "earnings" consist of income before
income taxes and cumulative effects of changes in accounting principles and
fixed charges. Income before income taxes and cumulative effects of changes in
accounting principles of Ford Credit excludes the equity in net income of all
unconsolidated affiliates and minority interest in net income of subsidiaries.
"Fixed charges" consist of interest on borrowed funds, amortization of debt
discount, premium, and issuance expense and one-third of all rental expense (the
proportion deemed representative of the interest factor).
For purposes of the Ford ratio, "earnings" include the profit/(loss) before
income taxes and cumulative effects of changes in accounting principles of Ford
and its majority-owned subsidiaries, whether or not consolidated, its
proportionate share of any fifty-percent-owned companies, and any income
received from less-than-fifty-percent-owned companies. "Fixed charges" consist
of interest on borrowed funds, preferred stock dividend requirements of
majority-owned subsidiaries, amortization of debt discount, premium, and
issuance expense, and one-third of all rental expense (the proportion deemed
representative of the interest factor).
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of February 1, 1985, as supplemented from time to time (the
"Indenture"), between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, Trustee, 450 West 33rd Street, New York,
New York 10001. The term "Trustee", as used herein, shall mean Chemical Bank
and, if at any time there is more than one Trustee acting under the Indenture,
the term "Trustee" as used herein with respect to Indenture Securities (as
defined below) of any particular series shall mean the Trustee with respect to
the Indenture Securities of such series. The following statements with respect
to the Debt Securities are subject to the detailed provisions of the Indenture,
the form of which is filed as an exhibit to the Registration Statement.
Parenthetical references below are to the Indenture or the respective Forms of
Security contained therein and, whenever any particular provision of the
Indenture or any term used therein is referred to, such provision or term is
incorporated by reference as a part of the statement in connection with which
such reference is made, and the statement in connection with which such
reference is made is qualified in its entirety by such reference.
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<PAGE> 15
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement and any Pricing Supplement relating
to such series of Debt Securities and will be set forth in a filing with the
Commission. Accordingly, for a description of the terms of a particular series
of Debt Securities, reference must be made to both the Prospectus Supplement and
any Pricing Supplement relating to such series and to the description of Debt
Securities set forth in this Prospectus.
GENERAL
The Debt Securities offered hereby will be limited to $4,000,000,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by Ford Credit's Board of Directors. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting and the powers and trust obligations of each such Trustee as described
herein shall extend only to the one or more series of Indenture Securities for
which it is acting as Trustee. The effect of the provisions contemplating that
there might be more than one Trustee acting for different series of Indenture
Securities is that, in that event, those Indenture Securities (whether of one or
more than one series) for which each Trustee is acting would be treated as if
issued under a separate indenture.
The Prospectus Supplement and any Pricing Supplement which accompany this
Prospectus sets forth a description of the particular series of Debt Securities
being offered thereby, including: (1) the designation or title of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3) the
percentage of their principal amount at which such Debt Securities will be
offered; (4) the date or dates on which the principal of such Debt Securities
will be payable; (5) the rate or rates (which may be either fixed or variable)
and/or the method of determination of such rate or rates at which such Debt
Securities shall bear interest, if any; (6) the date or dates from which any
such interest shall accrue, or the method of determination of such date or
dates, and the date or dates on which any such interest shall be payable; (7)
the terms for redemption, extension or early repayment of such Debt Securities,
if any; (8) the denominations in which such Debt Securities are authorized to be
issued; (9) the currencies or currency units in which such Debt Securities are
issued or payable; (10) the provisions for a sinking fund, if any; (11) any
additional restrictive covenants included for the benefit of the holders of such
Debt Securities; (12) any additional Event of Default with respect to such Debt
Securities; (13) whether such Debt Securities are to be issuable as Registered
Securities or Bearer Securities or both, whether any of the Debt Securities are
to be issuable initially in temporary global form and whether any of the Debt
Securities are to be issuable in permanent global form; and (14) any other term
or provision relating to such Debt Securities which is not inconsistent with the
provisions of the Indenture.
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Federal income tax consequences and special
considerations applicable thereto will be described in the Prospectus Supplement
or Pricing Supplement relating to any such Debt Securities.
The Debt Securities will be unsecured obligations of Ford Credit and will
rank prior to all subordinated indebtedness of Ford Motor Credit Company (parent
company only) and pari passu with all other unsecured and unsubordinated
indebtedness of Ford Motor Credit Company (parent company only).
14
<PAGE> 16
DENOMINATIONS, REGISTRATION AND TRANSFER
Indenture Securities of a series may be issuable solely as Registered
Securities, solely as Bearer Securities or as both Registered Securities and
Bearer Securities. The Indenture also provides that Indenture Securities of a
series may be issuable in global form. Unless otherwise indicated in the
Prospectus Supplement or any Pricing Supplement, Bearer Securities will have
interest coupons attached. (Section 2.01).
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. If (but only if)
provided in the Prospectus Supplement or any Pricing Supplement, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series may be converted into Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. In such event, Bearer Securities
surrendered in a permitted exchange for Registered Securities between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the Indenture. Bearer Securities will not be issued in exchange for
Registered Securities (Section 3.05).
Debt Securities may be presented for exchange or conversion as provided
above, and Registered Securities may be presented for registration of transfer
(with the form of transfer endorsed thereon duly executed), at the corporate
trust office of the Trustee or at the office of any transfer agent designated by
Ford Credit for such purpose with respect to any series of Debt Securities and
referred to in the Prospectus Supplement or any Pricing Supplement. No service
charge will be made for any transfer, conversion or exchange of the Debt
Securities, but Ford Credit may require payment of a sum to cover any tax or
other governmental charge payable in connection therewith. (Section 3.05). Such
transfer, conversion or exchange will be effected upon the Trustee or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. If a Prospectus Supplement refers
to any transfer agents (in addition to the Trustee) initially designated by Ford
Credit with respect to any series of Debt Securities, Ford Credit may at any
time rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, except that, if Debt
Securities of a series are issuable solely as Registered Securities, Ford Credit
will be required to maintain a transfer agent in each Place of Payment for such
series and, if Debt Securities of a series may be issuable as both Registered
Securities and as Bearer Securities, Ford Credit will be required to maintain
(in addition to the Trustee) a transfer agent in a Place of Payment for such
series located outside the United States. Ford Credit may at any time designate
additional transfer agents with respect to any series of Debt Securities.
(Section 10.02).
In the event of any redemption in part, Ford Credit shall not be required
to (i) issue, register the transfer of, exchange or convert Debt Securities of
any series during a period beginning at the opening of business 15 days before
any selection of Debt Securities of that series to be redeemed and ending at the
close of business on (A) if Debt Securities of the series are issuable only as
Registered Securities, the day of mailing of the relevant notice of redemption
and (B) if Debt Securities of the series are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if Debt
Securities of the series are also issuable as Registered Securities and there is
no publication, the mailing of the relevant notice of redemption; (ii) register
the transfer of or exchange any Registered Security, or portion thereof, called
for redemption, except the unredeemed portion of any Registered Security being
redeemed in part; or (iii) exchange any Bearer Security called for redemption,
except to exchange such Bearer Security for a Registered Security of that series
and like tenor which is immediately surrendered for redemption. (Section 3.05).
15
<PAGE> 17
PAYMENT AND PAYING AGENTS
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, principal, premium, if any, and interest, if any, on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as Ford Credit may
designate from time to time. (Section 10.02). At the option of the Holder, such
payment on Bearer Securities also may be made by check or by wire transfer to an
account maintained by the payee with a bank located outside the United States.
(Form of Bearer Security). Unless otherwise provided in the Prospectus
Supplement or Pricing Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. (Section 10.01). No payment with respect
to any Bearer Security will be made at any office or agency of Ford Credit in
the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal, premium, if any, and
interest, if any, on Bearer Securities payable in U.S. dollars will be made at
the office of Ford Credit's Paying Agent in The City of New York if (but only
if) payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Section 10.02).
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, principal, premium, if any, and interest, if any, on Registered
Securities will be payable at any office or agency to be maintained by Ford
Credit in The City of New York, except that at the option of Ford Credit
interest may be paid (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer to an account maintained by the Person entitled thereto as specified in
the Security Register. (Sections 3.07, 10.01, 10.02). Unless otherwise provided
in the Prospectus Supplement or any Pricing Supplement, payment of any
installment of interest on Registered Securities will be made to the Person in
whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest. (Section 3.07).
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, the corporate trust office of the Trustee in The City of New York
will be designated as Ford Credit's sole Paying Agent for payments with respect
to Debt Securities which are issuable as Registered Securities and as Ford
Credit's Paying Agent in The City of New York for payments with respect to Debt
Securities which are issuable (in the limited circumstances described above, but
not otherwise) solely as Bearer Securities. Any Paying Agents outside the United
States and any other Paying Agents in the United States initially designated by
Ford Credit for the Debt Securities will be named in the Prospectus Supplement
or any Pricing Supplement. Ford Credit may at any time designate additional
Paying Agents or rescind the designation of any Paying Agent or approve a change
in the office through which any Paying Agent acts, except that, if Indenture
Securities of a series are issuable only as Registered Securities, Ford Credit
will be required to maintain a Paying Agent in each Place of Payment for such
series and, if Indenture Securities of a series are also issuable as Bearer
Securities, Ford Credit will be required to maintain (i) a Paying Agent in The
City of New York for payments with respect to any Registered Securities of such
series (and for payments with respect to Bearer Securities of such series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in a
Place of Payment located outside the United States where Debt Securities of such
series and any coupons appertaining thereto may be presented and surrendered for
payment; provided that if the Debt Securities of such series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, Ford Credit will maintain a
Paying Agent in Luxembourg or any other required city located outside the United
States, as the case may be, for the Indenture Securities of such series.
(Section 10.02).
All moneys paid by Ford Credit to the Trustee or a Paying Agent for the
payment of principal, premium, if any, or interest, if any, on any Indenture
Security which remain unclaimed at the end of
16
<PAGE> 18
two years after such principal, premium or interest shall have become due and
payable will be repaid to Ford Credit, and the Holder of such Indenture Security
or any coupon will thereafter look only to Ford Credit for payment thereof.
(Section 4.04).
SUBSIDIARIES
The term "subsidiary of the Company" is defined in the Indenture as a
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by Ford Credit or by one or more subsidiaries of Ford
Credit, or by Ford Credit and one or more subsidiaries of Ford Credit. The term
"Restricted Subsidiary" is defined in the Indenture as a subsidiary of the
Company, incorporated in or conducting the major part of its business in the
United States, any of the activities of which includes insurance underwriting or
which had, at the end of its last quarterly accounting period preceding the date
of computation, assets with a value in excess of $1 million representing
accounts or notes receivable resulting from the financing of new cars, trucks,
tractors and farm and industrial equipment manufactured or sold by Ford or from
the financing of used cars, trucks, tractors and farm and industrial equipment
of the same types, whether manufactured by Ford or others. (Section 1.01). Ford
Holdings, which owns American Road Insurance and the other insurance businesses
formerly owned by Ford Credit, is not a subsidiary of the Company and therefore
not a Restricted Subsidiary, as such terms are defined in the Indenture. So long
as stock of Ford Holdings is directly owned by Ford Credit or by a Restricted
Subsidiary, such stock will be subject to the "Limitation on Liens" provision
described below. Ford Credit currently owns its stock in Ford Holdings directly
but is under no obligation to continue to do so.
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien is defined in the Indenture as a
"Mortgage") any of its property or assets, Ford Credit will secure or cause such
Restricted Subsidiary to secure the Indenture Securities equally and ratably
with (or prior to) the indebtedness secured by such Mortgage. This restriction
does not apply to Mortgages securing such indebtedness which shall not exceed $5
million in the aggregate at any one time outstanding and does not apply to (a)
certain Mortgages created or incurred to secure financing of the export or
marketing of goods outside the United States, (b) Mortgages on accounts
receivable payable in foreign currencies securing indebtedness incurred and
payable outside the United States, (c) Mortgages in favor of Ford Credit or any
Restricted Subsidiary, (d) Mortgages in favor of governmental bodies to secure
progress, advance or other payments, or deposits with any governmental body
required in connection with the business of Ford Credit or a Restricted
Subsidiary, (e) deposits made in connection with pending litigation, (f)
Mortgages existing at the time of acquisition of the assets secured thereby
(including acquisition through merger or consolidation) and certain purchase
money Mortgages, and (g) any extension, renewal or replacement of any Mortgage
or Mortgages referred to in the foregoing clauses (a) through (f), inclusive.
(Section 10.04).
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of Ford Credit with
or into any other corporation shall be permitted, and no sale or conveyance of
its property as an entirety, or substantially as an entirety, may be made to
another corporation, if, as a result thereof, any asset of Ford Credit or a
Restricted Subsidiary would become subject to a Mortgage, unless the Indenture
Securities shall be equally and ratably secured with (or prior to) the
indebtedness secured by such Mortgage, or unless such Mortgage could be created
pursuant to Section 10.04 (see "Limitation on Liens" above) without equally and
ratably securing the Indenture Securities. (Section 8.03).
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<PAGE> 19
EVENTS OF DEFAULT AND NOTICE THEREOF
Except as may otherwise be provided in an indenture supplemental to the
Indenture, the following events in respect of a particular series of Indenture
Securities are defined in the Indenture as "Events of Default": (a) failure to
pay interest for 30 days after becoming due; (b) failure to pay the principal or
premium, if any, for five business days after becoming due at maturity, on
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenants for 90 days
after notice; and (e) certain events of bankruptcy, insolvency or
reorganization. (Section 5.01).
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Indenture
Securities outstanding of such series may declare the principal amount (or, if
the Indenture Securities of such series are Original Issue Discount Securities
(as defined in the indenture), such portion of the principal amount as may be
specified in the terms of such series) of all of the Indenture Securities of
such series to be due and payable immediately. At any time after such a
declaration of acceleration in respect of a particular series of Indenture
Securities has been made, but before a judgment or decree for the payment of
money due upon acceleration has been obtained by the Trustee, the holders of a
majority in aggregate principal amount of the Indenture Securities outstanding
of such series may, under certain circumstances, waive all defaults and rescind
and annul such declaration and its consequences if all Events of Default in
respect of the Indenture Securities of such series, other than the non-payment
of principal due solely by such declaration of acceleration, have been cured or
waived as provided in the Indenture. (Section 5.02).
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all uncured defaults known
to it (the term "default" to include the events specified above without grace
periods); provided that, except in the case of default in the payment of the
principal of, or premium, if any, on, or interest on any of the Indenture
Securities of such series, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interests of the holders of such series. (Section 6.02).
Pursuant to the terms of the Indenture, Ford Credit is required to furnish
to the Trustee annually a statement of certain officers of Ford Credit stating
whether or not to the best of their knowledge Ford Credit is in default in
respect of any series of Indenture Securities in the performance and observance
of the terms of the Indenture and, if Ford Credit is in default, specifying such
default and that or those series affected thereby. (Section 10.05).
The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series and, subject to certain limitations, to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Sections 5.12 and
5.13). The Indenture provides that, in case an Event of Default in respect of a
particular series of Indenture Securities shall occur (which shall not have been
cured or waived), the Trustee will be required to exercise such of its rights
and powers under the Indenture, and to use the degree of care and skill in their
exercise, that a prudent man would exercise or use in the conduct of his own
affairs, but otherwise need only perform such duties as are specifically set
forth in the Indenture. (Section 6.01). Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of such series unless they shall
have offered to the Trustee reasonable security or indemnity. (Section 6.03).
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of Ford
Credit and the rights of the holders of a particular series may be modified by
Ford Credit with the consent of the holders of
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not less than 66 2/3% in aggregate principal amount of the Indenture Securities
of such series then outstanding; but no such modification may be made which
would (i) extend the fixed maturity of any Indenture Security of such series, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the holder of each Indenture
Security of such series so affected; or (ii) reduce the above-stated percentage
of Indenture Securities of such series, the consent of the holders of which is
required to modify or alter the Indenture, without the consent of the holders of
all Indenture Securities of such series then outstanding. (Section 9.02).
The Indenture provides that in determining whether the Holders of the
requisite principal amount of Indenture Securities of a series then outstanding
have given any request, demand, authorization, direction, notice, consent or
waiver thereunder or whether a quorum is present at a meeting of Holders of
Indenture Securities, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (ii) the principal
amount of an Indenture Security denominated in a foreign currency or currencies
shall be the U.S. dollar equivalent, determined on the date of original issuance
of such Indenture Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Indenture Security of the amount determined as
provided in (i) above). (Section 1.01).
The Indenture contains provisions for convening meetings of the Holders of
Indenture Securities of a series if Indenture Securities of that series are
issuable as Bearer Securities. (Section 15.01). A meeting may be called at any
time by the Trustee, and also, upon request, by Ford Credit or the Holders of at
least 10% in principal amount of the Indenture Securities of such series
Outstanding, in any such case upon notice given as provided in the Indenture.
(Section 15.02). Except for any consent which must be given by the Holder of
each Indenture Security affected thereby, as described above, any resolution
presented at a meeting or adjourned meeting at which a quorum is present may be
adopted by the affirmative vote of the Holders of a majority in principal amount
of the Indenture Securities of that series; provided, however, that, any
resolution with respect to any consent or waiver which may be given by the
Holders of not less than 66 2/3% in principal amount of the Indenture Securities
of a series may be adopted at a meeting or adjourned meeting at which a quorum
is present only by the affirmative vote of 66 2/3% in principal amount of the
Indenture Securities of that series; and provided, further, that, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of
Indenture Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Indenture
Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Indenture Securities of any series duly held in accordance
with the Indenture will be binding on all Holders of Indenture Securities of
that series and the related coupons. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the Indenture Securities of a
series; provided, however, that if any action is to be taken at such meeting
with respect to a consent or waiver which may be given by the Holders of not
less than 66 2/3% in principal amount of the Indenture Securities of a series,
the persons holding or representing 66 2/3% in principal amount of the Indenture
Securities of such series will constitute a quorum. (Section 15.04).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.10). In the event that there
shall be two or more persons acting as Trustee with
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<PAGE> 21
respect to different series of Indenture Securities, each such Trustee shall be
a trustee of a trust or trusts under the Indenture separate and apart from the
trust or trusts administered by any other such Trustee, and any action described
herein to be taken by the "Trustee" may then be taken by each such Trustee with
respect to, and only with respect to, the one or more series of Indenture
Securities for which it is acting as Trustee. (Section 6.11).
CONCERNING CHEMICAL BANK
Chemical Bank, Trustee under the Indenture, is also the trustee under
indentures covering a number of outstanding issues of notes and debentures of
Ford Credit, is a depositary of Ford Credit and Ford, has from time to time made
loans to Ford Credit, Ford and its subsidiaries and has performed other services
for such companies in the normal course of its business.
REPORTS
Ford Credit publishes annual reports, containing certified financial
statements, and quarterly reports, containing interim unaudited financial
statements. Copies of such reports will be available upon request.
PLAN OF DISTRIBUTION
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to one or more other purchasers or
through agents.
The Prospectus Supplement and Pricing Supplement, if any, set forth the
terms of the offering of the particular series of Debt Securities to which such
Prospectus Supplement and any such Pricing Supplement relate, including (i) the
name or names of any underwriters or agents with whom Ford Credit has entered
into arrangements with respect to the sale of such series of Debt Securities,
(ii) the initial public offering or purchase price of such series of Debt
Securities, (iii) any underwriting discounts, commissions and other items
constituting underwriters' compensation from Ford Credit and any other
discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to Ford Credit, and (vi) the securities exchanges, if any, on which
such series of Debt Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement and Pricing
Supplement, if any, relating to a particular series of Debt Securities, the
obligations of the underwriters to purchase such series of Debt Securities will
be subject to certain conditions precedent and each of the underwriters with
respect to such series of Debt Securities will be obligated to purchase all of
the Debt Securities of such series allocated to it if any such Debt Securities
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
The Debt Securities may be offered and sold by Ford Credit directly or
through agents designated by Ford Credit from time to time. Unless otherwise
indicated in the Prospectus Supplement, any such agent or agents will be acting
on a best efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act of the Debt
Securities so offered and sold. The Debt Securities also may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.
If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford Credit will authorize underwriters or agents to
solicit offers by certain institutions to purchase Debt Securities of such
series from Ford Credit pursuant to delayed delivery contracts providing for
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<PAGE> 22
payment and delivery at a future date. Such contracts will be subject only to
those conditions set forth in the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
Underwriters and agents may be entitled, under agreements entered into with
Ford Credit, to indemnification by Ford Credit against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed on for
Ford Credit by J. D. Bringard, Esq., Vice President -- General Counsel of Ford
Credit, or other counsel satisfactory to any underwriters or agents, and for any
underwriters or agents by Shearman & Sterling, 599 Lexington Avenue, New York,
N.Y. Mr. Bringard is a full-time employee of Ford Credit and owns and holds
options to purchase shares of Common Stock of Ford. Shearman & Sterling act as
counsel to the Compensation and Option Committee and the Audit Committee of the
Board of Directors of Ford and occasionally act as counsel to Ford and Ford
Credit in connection with certain transactions.
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1993 10-K Report have been audited by Coopers & Lybrand, 400
Renaissance Center, Detroit, Michigan 48243, independent certified public
accountants, to the extent indicated in their report therein, and have been so
incorporated in reliance upon the report of that firm, which includes an
explanatory paragraph indicating Ford Credit changed its methods of accounting
for postretirement healthcare benefits and income taxes in 1992, and upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1994 and 1993 and June 30, 1994 and 1993,
included in the First Quarter 10-Q Report and the Second Quarter 10-Q Report,
respectively, incorporated by reference in this Prospectus, Coopers & Lybrand
have reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their reports
included in the First Quarter 10-Q Report and the Second Quarter 10-Q Report
state that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the
review procedures applied. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because each such report is not a
"report" or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of such Act.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee..... $ 800,000
Printing and engraving.................................. 100,000
Accountants' fees....................................... 50,000
Blue Sky fees and expenses.............................. 15,000
Fees and expenses of Trustee............................ 200,000
Rating Agency fees...................................... 90,000
Miscellaneous expenses.................................. 20,000
-----------
Total.................................. $ 1,275,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employes and agents;
insurance --
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employe or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employe or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employe or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employe
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employe or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employe or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employes or agents, so that any person who is or was a director,
officer, employe or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employe or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person
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who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 5 of Article Ninth of the Certificate of Incorporation of Ford
Credit provides as follows:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article NINTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 5.1. Any repeal or
modification of subsection 5.1 of this Article NINTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. INDEMNIFICATION AND INSURANCE.
5.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including penalties, fines,
judgments, attorneys' fees, amounts paid or to be paid in settlement and excise
taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the corporation shall indemnify any such person seeking
indemnification in
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connection with a proceeding (or part thereof) initiated by such person (other
than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this subsection 5.3a of Article NINTH
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this subsection 5.3a of Article NINTH or otherwise.
5.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article NINTH is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
5.3C. MISCELLANEOUS. The provisions of this Section 5.3 of Article NINTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If any
part of this Section 5.3 of Article NINTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article NINTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3E. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
5.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
agent of the corporation to the fullest extent of the provisions of this Section
5.3
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of Article NINTH with respect to the indemnification and advancement of expenses
of directors, officers and employees of the corporation.
Similar indemnification provisions in Section 5 of Article NINTH of the
Certificate of Incorporation of Ford are applicable to directors, officers and
employees of Ford Credit who serve as such at the request of Ford.
Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:
No member of the Committee or alternate for a member or director,
officer or employe of any Participating Company shall be liable for any
action or failure to act under or in connection with the Plan, except for
his own bad faith; provided, however, that nothing herein shall be deemed
to relieve any such person from responsibility or liability for any
obligation or duty under ERISA. Each director, officer, or employe of the
Company who is or shall have been designated to act on behalf of the
Company and each person who is or shall have been a member of the Committee
or an alternate for a member or a director, officer or employe of any
Participating Company, as such, shall be indemnified and held harmless by
the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit or proceeding to which he may be
a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid
by him in settlement thereof (with the Company's written approval) or paid
by him in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding
of his bad faith; subject, however, to the condition that, upon the
assertion or institution of any such claim, action, suit or proceeding
against him, he shall in writing give the Company an opportunity, at its
own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power that a Participating
Company may have to indemnify him or hold him harmless.
Pursuant to the Underwriting Agreements relating to its underwritten
offerings of securities, the underwriters have agreed to indemnify Ford Credit,
each officer and director of Ford Credit and each person, if any, who controls
Ford Credit within the meaning of the Securities Act of 1933, against certain
liabilities, including liabilities under said Act. The Sales Agency Agreements
and the Purchase Agreements filed as Exhibits to, or incorporated by reference
in, Ford Credit's Registration Statements relating to its offerings of
medium-term notes, floating rate notes, capital notes, variable rate notes,
original issue discount notes and notes provide for similar indemnification by
the Agents named therein.
Ford Credit is insured for liabilities it may incur pursuant to Article
NINTH of its Certificate of Incorporation relating to the indemnification of its
directors, officers and employes. In addition, directors, officers and certain
key employes are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford Credit's Certificate of Incorporation. The premium for both insurance
coverages is paid by Ford.
Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate or a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure to act under the
Program.
Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employe of Ford Credit
II-5
<PAGE> 28
is indemnified against all loss, cost, liability or expense reasonably incurred
in connection with or resulting from any claim, action, suit or proceeding in
which such person is involved or may be involved by reason of any action or
failure to act under the Plan.
ITEM 16. EXHIBITS.
Exhibit 1-A -- Form of Underwriting Agreement relating to the Debt
Securities.
Exhibit 1-B -- Form of Sales Agency Agreement relating to the Debt
Securities offered in the United States. To be filed by Form 8-K.
Exhibit 1-C -- Form of Sales Agency Agreement relating to the Debt
Securities offered outside the United States. To be filed by Form 8-K.
Exhibit 4-A -- Indenture dated as of February 1, 1985 between Ford Credit
and Chemical Bank as successor to Manufacturers Hanover Trust Company,
Trustee, relating to the Debt Securities, filed as Exhibit 4-A to
Registration Statement No. 2-95568 and incorporated herein by reference.
Exhibit 4-B -- Form of registered fixed rate Medium-Term Note filed as
Exhibit 4-B to Registration Statement No. 33-41060 and incorporated
herein by reference. Other Forms of Debt Security are included in
Exhibit 4-F. Any additional form or forms of Debt Security will be filed
with the Commission.
Exhibit 4-C -- First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, Trustee, relating to the Debt Securities, filed
as Exhibit 4-B to Ford Credit's Current Report on Form 8-K dated April
29, 1986 and incorporated herein by reference.
Exhibit 4-D -- Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to Debt Securities, filed as Exhibit 4-B
to Ford Credit's Current Report on Form 8-K dated August 28, 1986 and
incorporated herein by reference.
Exhibit 4-E -- Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to the Debt Securities, filed as Exhibit
4-E to Registration Statement No. 33-12928 and incorporated herein by
reference.
Exhibit 4-F -- Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company relating to the Debt Securities filed as Exhibit
4-F to Post-Effective Amendment No. 1 to Registration Statement No.
33-20081 and incorporated herein by reference.
Exhibit 4-G -- Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company relating to the Debt Securities filed as Exhibit
4-G to Registration Statement No. 33-41060 and incorporated herein by
reference.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of Ford
Credit, as to the legality of the Debt Securities registered hereunder.
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Exhibit 15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
Exhibit 23-A -- Consent of Coopers & Lybrand L.L.P.
Exhibit 23-B -- Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 -- Powers of Attorney*.
Exhibit 25 -- Statement of Eligibility and Qualifications on Form T-1 of
Chemical Bank, Trustee.
- -------------------------
* Previously filed.
II-6
<PAGE> 29
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1(i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Ford
Credit pursuant to the provisions described under Item 15 above, or otherwise,
Ford Credit has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Ford Credit or Ford of
expenses incurred or paid by a director, officer or controlling person of Ford
Credit in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Ford Credit, or Ford, as the case may be, will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-7
<PAGE> 30
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3, THAT THE SECURITY RATING REQUIREMENT OF
TRANSACTION REQUIREMENT B.2. OF FORM S-3 WILL BE MET BY THE TIME OF THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, AND HAS DULY CAUSED THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF
MICHIGAN, ON THE 12TH DAY OF OCTOBER, 1994.
FORD MOTOR CREDIT COMPANY
By /s/ WILLIAM E. ODOM*
(WILLIAM E. ODOM, CHAIRMAN OF
THE BOARD OF DIRECTORS)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------- ---------------------
<S> <C> <C>
Chairman of the Board of
Directors and
Director (principal
WILLIAM E. ODOM* executive officer)
....................................
(WILLIAM E. ODOM)
Director and Executive Vice
President--Finance (principal
KENNETH J. COATES* financial officer)
....................................
(KENNETH J. COATES)
Controller (principal
TERRENCE F. MARRS* accounting officer)
....................................
(TERRENCE F. MARRS)
MICHAEL I. AULD* Director
....................................
(MICHAEL I. AULD)
October 12, 1994
JOHN G. CLISSOLD* Director
....................................
(JOHN G. CLISSOLD)
EDSEL B. FORD II* Director
....................................
(EDSEL B. FORD II)
DAVID N. MCCAMMON* Director
....................................
(DAVID N. MCCAMMON)
ROBERT D. WARNER* Director
....................................
(ROBERT D. WARNER)
KENNETH WHIPPLE* Director
....................................
(KENNETH WHIPPLE)
</TABLE>
* By /s/ R. P. CONRAD
(R. P. CONRAD, ATTORNEY-IN-FACT)
II-8
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ------------ ------------------------------------------------------------- ----------
<S> <C> <C> <C>
Exhibit 1-A -- Form of Underwriting Agreement relating to the Debt
Securities.
Exhibit 1-B -- Form of Sales Agency Agreement relating to the Debt
Securities offered in the United States. To be filed by Form
8-K.
Exhibit 1-C -- Form of Sales Agency Agreement relating to the Debt
Securities offered outside the United States. To be filed by
Form 8-K.
Exhibit 4-A -- Indenture dated as of February 1, 1985 between Ford Credit
and Chemical Bank as successor to Manufacturers Hanover Trust
Company, Trustee, relating to the Debt Securities, filed as
Exhibit 4-A to Registration Statement No. 2-95568 and
incorporated herein by reference.
Exhibit 4-B -- Form of registered fixed rate Medium-Term Note filed as
Exhibit 4-B to Registration Statement No. 33-41060 and
incorporated herein by reference. Other Forms of Debt
Security are included in Exhibit 4-F. Any additional form or
forms of Debt Security will be filed with the Commission.
Exhibit 4-C -- First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, Trustee, relating to the
Debt Securities, filed as Exhibit 4-B to Ford Credit's
Current Report on Form 8-K dated April 29, 1986 and
incorporated herein by reference.
Exhibit 4-D -- Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, relating to Debt
Securities, filed as Exhibit 4-B to Ford Credit's Current
Report on Form 8-K dated August 28, 1986 and incorporated
herein by reference.
Exhibit 4-E -- Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, relating to the Debt
Securities, filed as Exhibit 4-E to Registration Statement
No. 33-12928 and incorporated herein by reference.
Exhibit 4-F -- Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company relating to the Debt
Securities filed as Exhibit 4-F to Post-Effective Amendment
No. 1 to Registration Statement No. 33-20081 and incorporated
herein by reference.
Exhibit 4-G -- Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company relating to the Debt
Securities filed as Exhibit 4-G to Registration Statement No.
33-41060 and incorporated herein by reference.
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ------------ ------------------------------------------------------------- ----------
<S> <C> <C> <C>
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of
Ford Credit, as to the legality of the Debt Securities
registered hereunder.
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Exhibit 15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
Exhibit 23-A -- Consent of Coopers & Lybrand L.L.P.
Exhibit 23-B -- Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 -- Powers of Attorney*.
Exhibit 25 -- Statement of Eligibility and Qualifications on Form T-1 of
Chemical Bank, Trustee.
</TABLE>
- -------------------------
* Previously filed.
<PAGE> 1
EXHIBIT 1-A
FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
UNDERWRITING AGREEMENT
, 199
To [Name and address of Representative[s]]
Ladies and Gentlemen:
Ford Motor Credit Company, a Delaware corporation (the "Company"), proposes
from time to time to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firm or firms named in
Schedule I to the applicable Pricing Agreement (such firm or firms constituting
the "Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (such Securities, as so specified in
such Pricing Agreement, being herein sometimes referred to as the "Designated
Securities"), less the principal amount of Designated Securities covered by
Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may
be specified in Schedule II to such Pricing Agreement (such Designated
Securities to be covered by Delayed Delivery Contracts, as so specified in such
Pricing Agreement, being herein sometimes referred to as "Contract Securities"
and the Designated Securities to be purchased by the Underwriters (after giving
effect to the deduction, if any, for Contract Securities) being herein
sometimes referred to as "Underwriters' Securities").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture dated as of February 1, 1985 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture") between the Company and Chemical Bank, Trustee (the
"Trustee").
1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom [Name of Representative[s]]
will act as
<PAGE> 2
2
representative[s] (the "Representative[s]"). This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any of
the Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall state
the aggregate principal amount of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the principal amount of such Designated Securities
to be purchased by each Underwriter, whether any of such Designated Securities
shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof)
and the commission payable to the Underwriters with respect thereto, and shall
set forth the date, time and manner of delivery of such Designated Securities
and payment therefor. The Pricing Agreement shall also specify (to the extent
not set forth in the registration statement and the prospectus with respect
thereto and the Indenture) the terms of such Designated Securities. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of facsimile transmissions.
Each Pricing Agreement shall be deemed to be an agreement by the Company and
the Underwriters to be bound by the terms of this Agreement. The obligations
of the Underwriters under this Agreement and each Pricing Agreement shall be
several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) Registration statement (No. 33-55945) on Form S-3 in respect of the
Securities has been filed with the Securities and Exchange Commission (the
"Commission"), in the form heretofore delivered to the Representative[s], and
such registration statement in such form has been declared effective by the
Commission; and no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that purpose has
been initiated or threatened by the Commission (any preliminary prospectus
included in such registration statement being hereinafter called the
"Preliminary Prospectus", the various parts of such registration statement,
including all exhibits thereto but excluding Form T-1, each as amended at the
time such part became effective, being hereinafter referred to as the
"Registration Statement", and the prospectus relating to the Securities, in
the form in which it has most recently been filed, or mailed for filing, with
the Commission on or prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to the Registration Statement,
the Preliminary Prospectus or the Prospectus shall be deemed to include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act of 1933, as amended (the "Act"), as of the effective
date of the Registration Statement or the date of such Preliminary Prospectus
or Prospectus, as the case may be; any reference to any amendment or
supplement to the Registration Statement, the Preliminary Prospectus or the
Prospectus shall be deemed to include any documents filed after the effective
date of the Registration Statement or the date of such
<PAGE> 3
3
Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and so
incorporated by reference; and any reference to the phrase "Prospectus as
amended or supplemented" shall be deemed to refer to the Prospectus as
amended or supplemented to describe the offering of a particular series of
Designated Securities in the form in which it is first filed, or mailed for
filing, with the Commission pursuant to Rule 424 under the Act, including any
documents incorporated by reference therein as of the date of such filing or
mailing;
(b) The documents incorporated by reference in the Prospectus, when they
were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder; and any further documents so filed and incorporated by
reference, when they are filed with the Commission, will conform in all
material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder;
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the Act, the Exchange Act, where applicable, and the
rules and regulations of the Commission under the Act or the Exchange Act, as
applicable, and do not and will not, as of the applicable effective date as
to the Registration Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any supplement thereto,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statement or omission made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representative[s] expressly
for use in the Prospectus as amended or supplemented relating to such
Securities; when the Registration Statement became effective the Indenture
was, and at all times thereafter the Indenture has been and will be, duly
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and when the Registration Statement became effective the
Indenture conformed, and at all times thereafter the Indenture has conformed
and will conform, in all material respects to the requirements of the Trust
Indenture Act;
(d) The Company and Ford Holdings, Inc. ("Holdings") have each been duly
incorporated, and each is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation; and each has
corporate power and authority, and has all licenses, permits, orders and
other governmental and regulatory approvals, to own or lease its properties
and conduct its business in the jurisdictions in which such business is
transacted as described in the Prospectus, with only such exceptions as are
not material to the business of the Company and its subsidiaries considered
as a whole;
(e) This Agreement has been duly authorized, executed and delivered on
behalf of the Company; upon execution and delivery of each Pricing Agreement
by the
<PAGE> 4
4
Company, such Pricing Agreement shall have been duly authorized, executed and
delivered on behalf of the Company and, when executed and delivered by the
Representative[s], will be a valid and legally binding agreement of the
Company in accordance with its terms; on the date of each Pricing Agreement
with respect to the Designated Securities covered thereby, such Designated
Securities shall be duly authorized, and, when such Designated Securities are
authenticated as contemplated by the Indenture and issued and delivered in
accordance with this Agreement and the Pricing Agreement applicable to such
Designated Securities and, in the case of any Contract Securities, pursuant
to Delayed Delivery Contracts applicable to such Contract Securities, will
have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company in accordance
with their terms and will be entitled to the benefits provided by the
Indenture, which will be substantially in the form included as an exhibit to
the Registration Statement; and the Indenture has been duly authorized by the
Company, and, as executed and delivered by the Company and the Trustee,
constitutes a valid and legally binding instrument of the Company in
accordance with its terms except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in a
proceeding in equity or at law;
(f) In the event that any of the Securities are purchased pursuant to
Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been
duly authorized by the Company and, when executed and delivered on behalf of
the Company and duly authorized, executed and delivered on behalf of the
purchaser thereunder, will constitute a valid and legally binding agreement
of the Company in accordance with its terms;
(g) There is no consent, approval, authorization, order, registration or
qualification of or with any court or any regulatory authority or other
governmental body having jurisdiction over the Company which is required for,
and the absence of which would materially affect, the issue and sale of any
Designated Securities as contemplated by this Agreement or, in the case of
any Contract Securities, Delayed Delivery Contracts with respect to such
Contract Securities, or the execution, delivery or performance of the
Indenture, except the registration under the Act of the Securities, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may
be required under the securities or Blue Sky laws of any jurisdiction in
connection with the public offering of the Securities by the Underwriters;
and
(h) Coopers & Lybrand L.L.P., who have certified certain of the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement and the Prospectus, are, to the best
knowledge of the Company, independent certified public accountants as
required by the Act and the rules and regulations of the Commission
thereunder.
<PAGE> 5
5
3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representative[s] of the release of the
Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in
the Prospectus as amended or supplemented, and, in connection with such offer
or the sale of such Designated Securities, will use the Prospectus as amended
or supplemented, together with any amendment or supplement thereto, that
specifically describes such Designated Securities, in the form which has been
most recently distributed to them by the Company, only as permitted or
contemplated thereby, and will offer and sell such Designated Securities only
as permitted by the Act and the applicable securities laws or regulations of
any jurisdiction. The Representative[s] will use [its] [their] best efforts to
inform the Company when [it has] [they have] authorized the sale of the
Underwriters' Securities to the public and when [it has] [they have] been
advised that such Underwriters' Securities have been sold by the several
Underwriters within a reasonable period of time after such sales are completed.
The Company may specify in Schedule II to the Pricing Agreement applicable
to any Designated Securities that the Underwriters are authorized to solicit
offers to purchase Designated Securities from the Company pursuant to delayed
delivery contracts (herein called "Delayed Delivery Contracts"), substantially
in the form of Annex II attached hereto but with such changes therein as the
Representative[s] and the Company may authorize or approve. If so specified,
the Underwriters will endeavor to make such arrangements, and as compensation
therefor the Company will pay to the Representative[s], for the accounts of the
Underwriters, at the Time of Delivery (as defined in Section 4 hereof), such
commission, if any, as may be set forth in such Pricing Agreement. Delayed
Delivery Contracts, if any, shall be with institutional investors of the types
described in the Prospectus as amended or supplemented and subject to other
conditions therein set forth. The Company will enter into a Delayed Delivery
Contract in each case where the Underwriters have arranged for such a contract
and the Company has advised the Representative[s] of its approval of the
proposed sale of Contract Securities to the purchaser thereunder; provided,
however, that the minimum principal amount of Contract Securities covered by
any Delayed Delivery Contract (or the aggregate amount under Delayed Delivery
Contracts with related purchasers) shall be $1,000,000 and the aggregate
principal amount of all Contract Securities shall not exceed the maximum
aggregate principal amount specified in Schedule II to the Pricing Agreement
with respect to the Designated Securities specified therein, unless the Company
shall otherwise agree in writing. However, if the aggregate principal amount
of Contract Securities requested for delayed delivery is less than the minimum
aggregate principal amount specified in such Schedule II, the Company will have
the right to reject all requests. Each Underwriter to whom Contract Securities
have been attributed will make reasonable efforts to assist the Company in
obtaining performance by the purchaser in accordance with the terms of the
Delayed Delivery Contract covering such Contract Securities, but no Underwriter
will have any liability in respect of the validity or performance of any
Delayed Delivery Contract.
The Company will notify the Representative[s] not later than 3:30 p.m., New
York City time, on the third business day preceding the Time of Delivery
specified in the
<PAGE> 6
6
applicable Pricing Agreement (or such other time and date as the
Representative[s] and the Company may agree upon in writing), such notice to be
confirmed in writing prior to such Time of Delivery, of the principal amount of
Contract Securities, and the name of, and principal amount thereof to be
purchased by, each purchaser. The principal amount of Contract Securities to
be deducted from the principal amount of Designated Securities to be purchased
by each Underwriter as set forth in Schedule I to the Pricing Agreement
applicable to such Designated Securities shall be, in each case, the principal
amount of Contract Securities of which the Company has been advised in writing
prior to the time of Delivery by the Representative[s] as having been
attributed to such Underwriter, provided that, if the Company has not been so
advised, the amount of Contract Securities to be so deducted shall be, in each
case, that proportion of Contract Securities which the principal amount of
Designated Securities to be purchased by such Underwriter under such Pricing
Agreement bears to the total principal amount of the Designated Securities
(rounded, as the Representative[s] may determine, to the nearest $1,000
principal amount) and that, subject to Section 8 hereof, the total principal
amount of Underwriters' Securities to be purchased by all of the Underwriters
pursuant to such Pricing Agreement shall be the total principal amount of
Designated Securities set forth in Schedule I to such Pricing Agreement less
the principal amount of the Contract Securities.
4. Underwriters' Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto shall be delivered (to the extent
practicable) in definitive form or in the form of one or more global
securities, as specified in such Pricing Agreement, by the Company to the
Representative[s], for the account of such Underwriter, against payment of the
purchase price therefor by such Underwriter or on its behalf, by certified or
bank cashier's check or checks, payable to the order of the Company, or by wire
or internal bank transfer to an account specified by the Company, in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representative[s] and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities. If any
Underwriters' Securities are to be delivered in definitive form, the
Underwriters' Securities so delivered shall be in such authorized denominations
and shall be registered in such name or names as the Representative[s] shall
request in writing at least 48 hours prior to the Time of Delivery. For the
purpose of expediting the checking of such Securities by the Representative[s],
the Company agrees to make such Securities available to the Representative[s]
not later than 9:00 a.m., New York City time, on the business day next
preceding the Time of Delivery at the office of the Representative[s]
designated in Section 11 hereof. If any Underwriters' Securities are to be
delivered in global form, unless otherwise provided in the applicable Pricing
Agreement, the Underwriters' Securities as delivered shall be deposited with,
or on behalf of, the Depository Trust Company (the "Depository") and registered
in the name of the Depository's nomineee.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representative[s] for the accounts
of the Underwriters a check payable to the order of the Representative[s] in
the amount of any compensation payable by the Company to the Underwriters in
respect of any Delayed Delivery Contracts as provided in
<PAGE> 7
7
Section 3 hereof and in the Pricing Agreement relating to such Securities, or
such amount may be deducted from the amounts delivered pursuant to the
preceding paragraph.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To make no amendment or any supplement to the Registration Statement or
the Prospectus as amended or supplemented after the date of the Pricing
Agreement relating to such Designated Securities and prior to the Time of
Delivery for such Designated Securities prior to having furnished the
Representative[s] with a copy of the proposed form thereof and given the
Representative[s] a reasonable opportunity to review the same; to file
promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus as amended or supplemented and for so long as the delivery of a
prospectus is required by law in connection with the offering or sale of such
Designated Securities, and during such same period to advise the
Representative[s], promptly after it receives notice thereof, of the time
when any amendment to the Registration Statement has been filed or become
effective or any supplement to the Prospectus as amended or supplemented or
any amended Prospectus has been filed or mailed for filing, of the issuance
of any stop order by the Commission, of the suspension of the qualification
of such Designated Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the
Registration Statement or the Prospectus as amended or supplemented or for
additional information; and, in the event of the issuance of any such stop
order or of any order preventing or suspending the use of any prospectus
relating to such Designated Securities or suspending any such qualification,
to use promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representative[s]
may reasonably request in order to qualify such Designated Securities for
offering and sale under the securities laws of such states as the
Representative[s] may request and to continue such qualifications in effect
so long as necessary under such laws for the distribution of such Designated
Securities, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation to do business, or to file a
general consent to service of process in any jurisdiction, and provided
further that the expense of maintaining any such qualification more than one
year from the date of the Pricing Agreement with respect to such Designated
Securities shall be at the expense of the Underwriters;
(c) To furnish the Underwriters with copies of the Registration Statement
(excluding exhibits) and copies of the Prospectus as amended or supplemented
in such quantities as the Representative[s] may from time to time reasonably
request; and if, before a period of six months shall have elapsed after the
date of the Pricing Agreement
<PAGE> 8
8
applicable to such Designated Securities and the delivery of a prospectus
shall be at the time required by law in connection with sales of any such
Designated Securities, either (i) any event shall have occurred as a result
of which the Prospectus as amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or (ii) for any other reason it shall
be necessary during such same period to amend or supplement the Prospectus as
amended or supplemented or to file under the Exchange Act any document
incorporated by reference into the Prospectus as amended or supplemented in
order to comply with the Act or the Exchange Act, to notify the
Representative[s] and upon [its] [their] request to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer
participating in the distribution of such Designated Securities as many
copies as the Representative[s] may from time to time reasonably request of
an amendment or a supplement to the Prospectus as amended or supplemented
which will correct such statement or omission or effect such compliance; and
in case any Underwriter is required by law to deliver a prospectus in
connection with sales of any of such Designated Securities at any time six
months or more after the date of such Pricing Agreement, upon the request of
the Representative[s], but at the expense of such Underwriter, to prepare and
deliver to such Underwriter as many copies as the Representative[s] may
request of an amended or supplemented prospectus complying with Section
10(a)(3) of the Act;
(d) To make generally available to its security holders as soon as
practicable, but in any event no later than eighteen months after the
effective date of the Registration Statement (as such date is defined in Rule
158(c) under the Act), an earning statement of the Company and its
consolidated subsidiaries complying with Rule 158 under the Act and covering
a period of at least twelve consecutive months beginning after such effective
date;
(e) During a period of five years from the date of the Pricing Agreement
applicable to such Designated Securities, to furnish to the Representative[s]
copies of all reports or other communications (financial or other) furnished
to security holders, and to deliver to the Representative[s], during such
same period, (i) as soon as they are available, copies of any reports and
financial statements furnished to or filed with the Commission or any
national securities exchange on which any of the Securities or any class of
securities of the Company is listed, and (ii) such additional information
concerning the business and financial condition of the Company as the
Representative[s] may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent that the accounts of
the Company and its subsidiaries are consolidated in reports furnished to its
security holders generally or to the Commission); and
(f) To pay or cause to be paid all costs and expenses incident to the
performance of its obligations hereunder, including the cost of all
qualifications of such Designated
<PAGE> 9
9
Securities under state securities laws (including reasonable fees and
disbursements of counsel to the Underwriters in connection with such
qualifications and with legal investment surveys), any fees of rating
agencies with respect to the Securities and the cost of printing this
Agreement, each Pricing Agreement and any Delayed Delivery Contracts (it
being understood that, except as provided in this subsection (f) and in
Section 10 hereof, the Underwriters will pay all of their own costs and
expenses, including the cost of printing any Agreement among Underwriters,
the fees of their counsel, transfer taxes on resale of any of such Designated
Securities by them and any advertising expenses connected with any offers
that they may make).
(g) On any date on which Ford Motor Company ("Ford") shall release to the
general public interim financial information included in or derived from
Ford's consolidated statement of income for a period ending on the last day
of the preceding calendar quarter, the Company shall cause Coopers & Lybrand
L.L.P. forthwith to furnish the Representative[s] a letter, dated no earlier
than two days prior to the date of such release, substantially in the form of
Annex III hereto.
6. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement applicable to such Designated Securities shall be
subject, in the discretion of the Representative[s], to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of the Time of Delivery for such Designated Securities, true and
correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, in all material respects,
and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with or otherwise satisfied;
(b) J.M. Rintamaki, Esq., an Assistant General Counsel and Secretary of
Ford, and J.D. Bringard, Esq., Vice President - General Counsel of the
Company, or other counsel satisfactory to the Representative[s] in [its]
[their] reasonable judgment, shall have furnished to the Representative[s]
their written opinion, dated the Time of Delivery for such Designated
Securities, in form satisfactory to the Representative[s] in [its] [their]
reasonable judgment, to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware, with
corporate power under the laws of such State to own its properties and
conduct its business as described in the Prospectus as amended or
supplemented, and is duly qualified and in good standing to do business as a
foreign corporation in the State of Michigan;
<PAGE> 10
10
(ii) The Company has an authorized capital stock as set forth in the
Prospectus as amended or supplemented, and all the outstanding shares of its
capital stock have been duly and validly authorized and issued and are owned
of record and beneficially by Ford, and have not been pledged or otherwise
encumbered by Ford;
(iii) Holdings has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power under the laws of the State of Delaware to own its
properties and conduct its business as presently conducted;
(iv) This Agreement and the Pricing Agreement applicable to the
Designated Securities each have been duly authorized, executed and delivered
by the Company;
(v) The Indenture has been duly authorized, executed and delivered by,
and constitutes a valid and binding instrument of, the Company and has been
duly qualified under the Trust Indenture Act;
(vi) In the event that any of the Designated Securities are to be
purchased pursuant to Delayed Delivery Contracts, each Delayed Delivery
Contract, which has been executed by the Company, has been duly authorized,
executed and delivered by the Company and, assuming due authorization,
execution and delivery by the purchaser thereunder, is a valid and binding
agreement of the Company;
(vii) The Designated Securities have been duly authorized; the
Underwriters' Securities, assuming due authentication by the Trustee, have
been duly executed, authenticated, issued and delivered and constitute valid
and binding obligations of the Company entitled to the benefits provided by
the Indenture; and the Contract Securities, if any, when duly executed and
authenticated as provided in the Indenture and issued and delivered in
accordance with the Delayed Delivery Contracts, if any, will constitute
valid and binding obligations of the Company entitled to the benefits
provided by the Indenture;
(viii) The issue and sale of the Designated Securities and the compliance
by the Company with all provisions of the Designated Securities, the
Indenture, this Agreement, the Pricing Agreement applicable to the
Designated Securities and each of the Delayed Delivery Contracts, if any,
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under (in each case material to the
Company and its subsidiaries considered as a whole), or result in the
creation or imposition of any lien, charge or encumbrance (in each case
material to the Company and its subsidiaries considered as a whole) upon any
of the property or assets of the Company or Holdings pursuant to the terms
<PAGE> 11
11
of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease
financing agreement or other similar agreement or instrument known to such
counsel under which the Company or Holdings is a debtor or a guarantor, nor
will such action result in any violation of the provisions of the Certificate
of Incorporation or the By-Laws of the Company;
(ix) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and other
accounting information contained or incorporated by reference therein or
omitted therefrom, as to which such counsel need express no opinion), when
they were filed with the Commission, complied as to form in all material
respects with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder;
(x) The Registration Statement has become effective under the Act and,
to the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or threatened by the
Commission; the Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by the
Company prior to the Time of Delivery for the Designated Securities (other
than Exhibits 12-A and 12-B to the Registration Statement and the financial
statements and other accounting information contained in the Registration
Statement or the Prospectus as amended or supplemented or any further
amendments or supplements thereto, or omitted therefrom, as to which such
counsel need express no opinion) comply as to form in all material respects
with the requirements of the Act and the rules and regulations thereunder;
and the statements in the Registration Statement and the Prospectus as
amended or supplemented in the sections thereof describing the Securities
and the Designated Securities are accurate and fairly present the
information required or purported to be shown;
(xi) The Amended and Restated Profit Maintenance Agreement dated as of
July 1, 1993 between Ford and the Company (filed as an exhibit to the
Company's Annual Report on Form 10-K incorporated by reference in the
Prospectus as amended or supplemented) has been duly authorized, executed
and delivered by the parties thereto and is a valid and binding agreement of
such parties;
(xii) Such counsel believe that the Registration Statement (other than
Exhibits 12-A and 12-B thereto and the financial statements and other
accounting information contained therein or omitted therefrom, as to which
such counsel need express no opinion) and any amendment thereto, at the time
the same became effective, did not contain any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
<PAGE> 12
12
(xiii) Such counsel believe that at the Time of Delivery the Prospectus
as amended or supplemented (other than the financial statements and other
accounting information contained therein or omitted therefrom, as to which
such counsel need express no opinion) together with any supplement thereto
does not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;
(xiv) Such counsel do not know of any contract or other document of a
character required to be filed as an exhibit to the Registration Statement
or required to be incorporated by reference into the Prospectus as amended
or supplemented or required to be described in the Registration Statement or
the Prospectus as amended or supplemented which is not filed or incorporated
by reference or described as required; and
(xv) Such counsel do not know of any legal or governmental proceeding
pending to which the Company or Holdings is a party or of which any property
of the Company or Holdings is the subject, and no such proceedings are known
by such counsel to be threatened or contemplated by governmental authorities
or threatened by others, other than as set forth or contemplated in the
Prospectus as amended or supplemented and other than such proceedings which,
in their opinion, will not have a material adverse effect upon the general
affairs, financial position, net worth or results of operations (on an
annual basis) of the Company and its subsidiaries considered as a whole.
Such opinion may be made subject to the qualification that the enforceability
of the terms of the Indenture, the Delayed Delivery Contracts, if any, the
Designated Securities and that certain agreement referred to in paragraph
(xi) of this subsection (b) may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the enforcement
of creditors' rights generally and by general equitable principles,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
(c) Shearman & Sterling, counsel to the Underwriters, shall have furnished
to the Representative[s] their written opinion, dated the Time of Delivery
for such Designated Securities, in form satisfactory to the Representative[s]
in [its] [their] reasonable judgment, to the effect that:
(i) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware and has
the corporate power under the laws of such State to own its properties and
carry on its business as set forth in the Prospectus as amended or
supplemented;
<PAGE> 13
13
(ii) The Indenture has been duly qualified under the Trust Indenture
Act, has been duly authorized, validly executed and delivered by the Company
and constitutes a valid and binding obligation of the Company;
(iii) The Designated Securities have been duly authorized by the
Company; the Underwriters' Securities, when executed by the Company and
authenticated by the Trustee in accordance with the Indenture and delivered
and paid for as provided in this Agreement and the applicable Pricing
Agreement, will have been duly issued under the Indenture and will
constitute valid and binding obligations of the Company entitled to the
benefits provided by the Indenture; and any Contract Securities (if executed
by the Company and authenticated by the Trustee as aforesaid), when
delivered and paid for as provided in the Delayed Delivery Contracts, will
have been duly issued under the Indenture and will constitute valid and
binding obligations of the Company entitled to the benefits of the
Indenture;
(iv) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and other
accounting information contained or incorporated by reference therein or
omitted therefrom, as to which such counsel need express no opinion), when
they were filed with the Commission, appeared on their face to be
appropriately responsive in all material respects to the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder;
(v) The Registration Statement has become effective under the Act, is
still effective, and to the best knowledge of such counsel no proceedings
for a stop order are pending or threatened;
(vi) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments or supplements thereto made by the
Company prior to the Time of Delivery for the Designated Securities (other
than Exhibits 12-A and 12-B to the Registration Statement and the financial
statements and other accounting information contained in the Registration
Statement or the Prospectus as amended or supplemented or any further
amendments or supplements thereto, or omitted therefrom, as to which such
counsel need express no opinion) appear on their face to be appropriately
responsive in all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder;
(vii) The Indenture and the Designated Securities conform as to legal
matters with the descriptions thereof contained in the Registration
Statement and the Prospectus as amended or supplemented; and
(viii) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered by
the Company.
<PAGE> 14
14
Such opinion shall also state that, while the such counsel have not verified,
and are not passing upon and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, they have generally reviewed and
discussed such statements with the certain officers and employees of the
Company and Ford, with their counsel and auditors and with the
representatives of the Underwriters, and in the course of such review and
discussions, no facts came to the attention of such counsel which lead them
to believe that either the Registration Statement, at the time that such
Registration Statement [originally] became effective [and at the time at
which the Company filed its Annual Report on Form 10-K] (other than the
financial statements and other accounting information contained therein, or
omitted therefrom, as to which they have not been requested to comment),
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of the date
thereof (other than the financial statements and other accounting information
contained therein, or omitted therefrom, as to which they have not been
requested to comment), included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture and the Designated Securities
may be limited by bankruptcy, insolvency, reorganization or other similar
laws relating to or affecting the enforcement of creditors' rights generally
and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(d) (i) At the time of execution of this Agreement, Coopers & Lybrand L.L.P.
shall have furnished to [Name of Representative[s]] a letter dated the
effective date of the Registration Statement, (ii) at the time of execution
of the Pricing Agreement for such Designated Securities, Coopers & Lybrand
L.L.P. shall have furnished to the Representative[s] a letter dated the date
of such Pricing Agreement, and (iii) at the Time of Delivery for such
Designated Securities, Coopers & Lybrand L.L.P. shall have furnished to the
Representative[s] a letter dated such Time of Delivery, in each case in form
reasonably satisfactory to [Name of Representative[s]] or the
Representative[s], as the case may be, to the effect set forth in Annex IV
hereto and, with respect to such letter dated such Time of Delivery, as to
such other matters as the Representative[s] may reasonably request as shall
be referred to in Schedule II to the Pricing Agreement applicable to such
Designated Securities;
(e) (i) At the time of execution of this Agreement, (ii) at the time of
execution of the Pricing Agreement for such Designated Securities, and (iii)
at the Time of Delivery for such Designated Securities the Company shall have
caused to be furnished to [Name of Representative[s]] or the
Representative[s], as the case may be, such additional letters from Coopers &
Lybrand L.L.P. relating to financial statements of Holdings and its
subsidiaries included in the Registration Statement and the Prospectus, if
any, in such
<PAGE> 15
15
form and dated as of such dates as [Name of Representative[s]] or the
Representative[s] shall reasonably request.
(f) Since the respective dates as of which information is given in the
Prospectus as amended or supplemented, there shall not have occurred any
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or assets of the
Company and its subsidiaries considered as a whole, or any material adverse
change in the financial position or results of operations of the Company and
its subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, which in any such
case makes it impracticable or inadvisable in the reasonable judgment of the
Representative[s] to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(g) Since the time of execution of the Pricing Agreement applicable to the
Designated Securities, the United States shall not have become engaged in
hostilities which have resulted in the declaration of a national emergency or
a declaration of war, which makes it impracticable or inadvisable in the
reasonable judgment of the Representative[s] to proceed with the public
offering or the delivery of the Designated Securities on the terms and in the
manner contemplated in the Prospectus as amended or supplemented; and
(h) The Company shall have furnished or caused to be furnished to the
Representative[s], at the Time of Delivery for such Designated Securities,
certificates in form satisfactory to them in their reasonable judgment to the
effect that: (i) the representations and warranties of the Company contained
in this Agreement are true and correct on and as of such Time of Delivery as
though made at and as of such Time of Delivery; (ii) the Company has duly
performed, in all material respects, all obligations required to be performed
by it pursuant to the terms of this Agreement at or prior to such Time of
Delivery; (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or, to the knowledge of the Company, threatened by the
Commission and all requests for additional information on the part of the
Commission have been complied with or otherwise satisfied; and (iv) at and as
of such Time of Delivery the Registration Statement and the Prospectus as
amended or supplemented do not contain any untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that no such certificate shall apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter expressly for use therein.
The obligations of the Company and the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
are subject to the additional condition that there shall have been furnished to
the Company and such
<PAGE> 16
16
Underwriters, at the Time of Delivery for such Designated Securities, such
certificates of officers and opinions of counsel as shall, in the reasonable
judgment of the Representative[s] and the Company, be appropriate to indicate
that the Indenture has been duly authorized, executed and delivered by the
Trustee and is a valid and binding agreement of the Trustee.
7. (a) The Company will indemnify and hold harmless each Underwriter of
the applicable Designated Securities against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject
with respect to such Designated Securities, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus as amended
or supplemented, or any amendment or supplement thereto with respect to such
Designated Securities, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
each such Underwriter for any legal or other expenses reasonably incurred by
such Underwriter in connection with investigating or defending any such action
or claim; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representative[s] expressly for use
therein; and provided, further, that the Company shall not be liable to any
Underwriter of Designated Securities or any person controlling such Underwriter
under the indemnity agreement in this subsection (a) with respect to any of
such documents to the extent that any such loss, claim, damage or liability of
such Underwriter or controlling person results from the fact that such
Underwriter sold such Designated Securities to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the Prospectus or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference), whichever is most recent, if the Company
has previously furnished copies thereof to such Underwriter.
The indemnity agreement in this subsection (a) shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act.
(b) Each Underwriter of the applicable Designated Securities will indemnify
and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject with respect to such
Designated Securities, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement or the Prospectus as amended or
supplemented, or any amendment or supplement thereto with respect to such
Designated Securities, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or
<PAGE> 17
17
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any of such documents in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representative[s] expressly for use
therein; and will reimburse the Company for any legal fees or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim.
The indemnity agreement in this subsection (b) shall be in addition to any
liability which the Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of written notice of the commencement of any action such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof, and in the event that such indemnified
party shall not so notify the indemnifying party within 30 days following
receipt of any such notice by such indemnified party, the indemnifying party
shall have no further liability under such subsection to such indemnified party
unless such indemnifying party shall have received other notice addressed and
delivered in the manner provided in the second paragraph of Section 11 hereof
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party in its reasonable
judgment, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under subsection (a) or (b) above in respect of any
losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters of the Designated Securities on the other from the
offering of the Designated Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits
<PAGE> 18
18
but also the relative fault of the Company on the one hand and the Underwriters
of the Designated Securities on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters, in each case as set forth in the
table on the cover page of the Prospectus as amended or supplemented with
respect to such Designated Securities. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or such
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission, including,
with respect to any such Underwriter, the extent to which such losses, claims,
damages or liabilities (or actions in respect thereof) result from the fact
that such Underwriter sold such Designated Securities to a person to whom there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the Prospectus or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference), whichever is most recent, if
the Company has previously furnished copies thereof to such Underwriter. The
Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of
Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities and not joint.
8. If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase under the Pricing
Agreement applicable to such Securities, the Representative[s] may in [its]
[their] discretion arrange for [itself] [themselves] or for another party or
other parties to purchase such Underwriters' Securities on the terms contained
herein. If within 36 hours after such default by any Underwriter the
Representative[s] [does] [do] not arrange for the purchase of such
Underwriters' Securities, then the Company shall be entitled to a further
period of 36 hours within which to procure another party or other
<PAGE> 19
19
parties to purchase such Underwriters' Securities on such terms. In the event
that, within the respective prescribed periods, the Representative[s]
[notifies] [notify] the Company that [it has] [they have] so arranged for the
purchase of such Underwriters' Securities, or the Company notifies the
Representative[s] that it has so arranged for the purchase of such
Underwriters' Securities, the Representative[s] or the Company, respectively,
shall have the right to postpone the Time of Delivery for such Underwriters'
Securities for a period of not more than seven days in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus as amended or supplemented, or any other documents or arrangements,
and the Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus as amended or supplemented which in
the opinion of Shearman & Sterling and counsel for the Company referred to in
Section 6(b) hereof may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if it had originally been a party to the Pricing Agreement
with respect to such Designated Securities. In the event that neither the
Representative[s] nor the Company arranges for another party or parties to
purchase such Underwriters' Securities as provided in this Section, the Company
shall have the right to require each non-defaulting Underwriter to purchase and
pay for the Underwriters' Securities which such non-defaulting Underwriter
agreed to purchase under the Pricing Agreement relating to such Designated
Securities and, in addition, to require each such non-defaulting Underwriter to
purchase the Underwriters' Securities which the defaulting Underwriter or
Underwriters shall have so failed to purchase up to an amount thereof equal to
10% of the principal amount of the Underwriters' Securities which such
non-defaulting Underwriter has otherwise agreed to purchase under the Pricing
Agreement relating to such Designated Securities; provided, however, that if
the aggregate principal amount of Underwriters' Securities which any such
defaulting Underwriter or Underwriters shall have so failed to purchase is more
than one-eleventh of the aggregate principal amount of the Designated
Securities, then the Pricing Agreement relating to such Designated Securities
may be terminated either by the Company or, through the Representative[s], by
such Underwriters as have agreed to purchase in the aggregate 50% or more of
the remaining Designated Securities under the Pricing Agreement relating to
such Designated Securities, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses referred to in Section 5(f)
hereof and the indemnification provided in Section 7 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
9. The respective indemnities, agreements, representations, warranties and
other statements of the Underwriters and the Company hereunder, as set forth in
this Agreement or made by them, respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or
the Company or any of its officers or directors or any controlling person, and
shall survive delivery of and payment for the Designated Securities.
10. If any Pricing Agreement shall be terminated pursuant to Section 8
hereof, or if any Designated Securities are not delivered by the Company
because the condition set forth either in the last paragraph of Section 6 or in
Section 6(g) has not been met, then the Company
<PAGE> 20
20
shall be under no liability to any Underwriter with respect to the Designated
Securities covered by such Pricing Agreement except as provided in Section 5(f)
and Section 7 hereof; but if for any other reason any Designated Securities are
not delivered by the Company as provided herein, the Company will be liable to
reimburse the Underwriters, through the Representative[s], for all
out-of-pocket expenses, including counsel fees and disbursements, as approved
in writing by the Representative[s], reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated
Securities, but the Company shall then have no further liability to any
Underwriter with respect to such Designated Securities except as provided in
Section 5(f) and Section 7 hereof.
11. In all dealings with the Company under this Agreement and each Pricing
Agreement, the Representative[s] of the Underwriters of Designated Securities
shall act on behalf of each of such Underwriters, and the Company shall be
entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by the Representative[s].
All statements, requests, notices and agreements hereunder shall be in
writing, or by telegram if promptly confirmed in writing, and if to the
Representative[s] or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the Representative[s] at [address of
Representative[s]], and if to the Company shall be sufficient in all respects
if delivered or sent by registered mail to the Company at The American Road,
Dearborn, Michigan 48121, attention of the Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 7(c) hereof shall be delivered
or sent by registered mail directly to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representative[s] upon request.
12. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters and the Company, and to the
extent provided in Section 7 and Section 9 hereof, the officers and directors
of the Company and any person who controls any Underwriter or the Company, and
their respective personal representatives, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement or
any such Pricing Agreement. No purchaser of any of the Designated Securities
from any Underwriter shall be construed a successor or assign by reason merely
of such purchase.
13. Time shall be of the essence of each Pricing Agreement.
14. This Agreement and each Pricing Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
15. This Agreement and each Pricing Agreement may be executed by each of
the parties hereto and thereto in any number of counterparts, and by each of
the parties hereto and thereto on separate counterparts, each of which
counterparts, when so executed and delivered,
<PAGE> 21
21
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, whereupon this letter and your acceptance
hereof shall constitute a binding agreement.
Very truly yours,
FORD MOTOR CREDIT COMPANY
By
Accepted in New York, New York,
as of the date hereof:
[NAME OF REPRESENTATIVE[S]]
By
<PAGE> 22
ANNEX I
Pricing Agreement
[NAME OF REPRESENTATIVE[S]]
as Representative[s] of the
Several Underwriters named
in Schedule I hereto,
[Address of Representative[s]]
, 19
Ladies and Gentlemen:
Ford Motor Credit Company, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement dated , 19 (the "Underwriting
Agreement") between the Company and [Name of Representative[s]], to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety and shall be deemed to be a part of this Pricing
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty set forth in Section 2 of the
Underwriting Agreement relating to the Prospectus shall be deemed to have been
made as of the date of the Underwriting Agreement and, with respect to the
Prospectus as amended or supplemented applicable to the Designated Securities
covered by this Pricing Agreement, shall be deemed to have been made as of the
date of this Pricing Agreement. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you, is now proposed to be filed, or, in the
case of a supplement, mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities
<PAGE> 23
Ann. I - 2
set forth opposite the name of such Underwriter in Schedule I hereto [, less
the principal amount of Designated Securities covered by Delayed Delivery
Contracts, if any, [as may be specified in such Schedule II] [attributable to
such Underwriter as determined pursuant to Section 3 of the Underwriting
Agreement]].
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the General Terms and Conditions of Underwriters'
Participation in Underwritten Public Offerings of Securities Managed by [Name
of Representative[s]], the form of which you have delivered to us. You
represent that you are authorized on behalf of yourselves and each of the
Underwriters to enter into this Pricing Agreement.
Very truly yours
FORD MOTOR CREDIT COMPANY
By
Accepted as of the date hereof:
On behalf of each of
the Underwriters
[NAME OF REPRESENTATIVE[S]]
By
<PAGE> 24
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to
Underwriters be Purchased
------------ ----------------
<S> <C>
[Name of Representative[s]] ............... $
[Names of Other Underwriters] .............
---------------
Total ................................ $
===============
</TABLE>
<PAGE> 25
SCHEDULE II TO PRICING AGREEMENT
Title of Designated Securities:
[ %] [Extendable] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
Aggregate principal amount:
$
Denominations:
[$1,000] [$5,000] [$ ]
Price to Public:
% of the principal amount of the Underwriters' Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Purchase Price by Underwriters:
% of the principal amount of the Underwriters' Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Maturity:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No redemption provisions]
[The Designated Securities may be redeemed, [otherwise than through the
sinking fund,] in whole or in part at the option of the Company, in the
amount of $ or an integral multiple thereof,
[on or after , at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before ,
, %, and if] redeemed during the 12-month period beginning
<PAGE> 26
Sch. II - 2
Year Redemption Price
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling on or after ,
, at the election of the Company, at a redemption price equal to
the principal amount thereof, plus accrued interest to the date of
redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund
to retire $ principal amount of Designated Securities on
in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Securities in the
years through at 100% of their principal amount plus accrued
interest.]
[If Designated Securities are Extendable Debt
Securities, insert--
Extendable Provisions:
The Designated Securities are repayable on , at the option of
the holder, at their principal amount with accrued interest. The
initial annual interest rate will be %, and thereafter the annual
interest rate will be adjusted on , , and to a rate not
less than % of the effective annual interest rate on
obligations with year maturities as of the [interest date 15 days
prior to maturity date] prior to such [insert maturity date].]
<PAGE> 27
Sch. II - 3
[If Designated Securities are Floating Rate Debt
Securities, insert--
Floating Rate Provisions:
The initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , ,
and ] [to an annual rate of % above the average rate
for -year [-month] [securities] [certificates of deposit]
by and [insert names of banks].] [and the annual
interest rate [thereafter] [from through ] will
be the interest yield equivalent of the weekly average per annum
market discount rate for -month Treasury bills plus
% of the Interest Differential (the excess, if any, of (i) the
then-current weekly average per annum secondary market yield for
- month certificates of deposit over (ii) the then-current
interest yield equivalent of the weekly average per annum market
discount rate for -month Treasury bills); [from
and thereafter the rate will be the then-current interest yield
equivalent plus % of the Interest Differential].]
Time of Delivery:
[time and date], 19
Closing Location:
Shearman & Sterling, New York, New York
Funds in which Underwriters to make Payment:
[Immediately available funds] [[New York] Clearing House funds]
Delayed Delivery:
[None]
[Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into. Such commission shall be payable to the order of
.]
[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]
[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]
[Additional Comfort Procedures:]
[Other Terms:]
<PAGE> 28
ANNEX II
Delayed Delivery Contract
, 19
FORD MOTOR CREDIT COMPANY
c/o [Name and address of Representative[s]]
Attention:
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Ford Motor Credit
Company (hereinafter called the "Company"), and the Company agrees to sell to
the undersigned,
principal amount of the Company's [Title of Designated Securities]
(hereinafter called the "Designated Securities") offered by the Company's
Prospectus dated , 19 , as amended or supplemented, receipt
of a copy of which is hereby acknowledged, at a purchase price of % of the
principal amount thereof, plus accrued interest from the date from which
interest accrues as set forth below, and on the further terms and conditions
set forth in this contract. [The undersigned will purchase the Designated
Securities from the Company on , 19 (the "Delivery Date"), and
interest on the Designated Securities so purchased will accrue from ,
19 . Each of the Designated Securities will be dated the Delivery Date
thereof.] [The undersigned will purchase the Designated Securities from the
Company on the delivery date or dates and in the principal amount or amounts
set forth below:
<TABLE>
<CAPTION>
Principal Date from Which
Delivery Date Amount Interest Accrues
------------- --------- ----------------
<S> <C> <C>
, 19 $ , 19
, 19 $ , 19
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date". Each of the Designated
Securities will be dated the Delivery Date thereof.]
Payment for the Designated Securities which the undersigned has
agreed to purchase on [the] [each] Delivery Date shall be made to the Company
or its order by
<PAGE> 29
Ann. II - 2
certified or official bank check in [New York] Clearing House funds at the
office of [at 9:30 a.m., New York City time,] on [the] [such]
Delivery Date upon delivery to the undersigned of the Designated Securities
then to be purchased by the undersigned in definitive fully registered form and
in such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to the Company not
less than five full business days prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Designated Securities on [the] [each] Delivery Date shall be
subject to the conditions that (1) the purchase of Designated Securities by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the
laws of the jurisdiction to which the undersigned is subject and (2) the
Company, on or before , 19 , shall have sold to the several
Underwriters, pursuant to the Pricing Agreement dated , 19 with the
Company, an aggregate principal amount of Designated Securities equal to $
minus the aggregate principal amount of Designated Securities covered by this
contract and other contracts similar to this contract. The obligation of the
undersigned to take delivery of and make payment for Designated Securities
shall not be affected by the failure of any purchaser to take delivery of and
make payment for Designated Securities pursuant to other contracts similar to
this contract.
Promptly after completion of the sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of
this contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in
any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.
It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the Company's sole
discretion and that, without limiting the foregoing, acceptances of such
contract need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.
<PAGE> 30
Ann. II - 3
Yours very truly,
By
(Signature)
(Name and Title)
(Address)
Accepted, , 19
FORD MOTOR CREDIT COMPANY
By
THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY [NAME
OF REPRESENTATIVE[S]] NOT LATER THAN 5:00 P.M. ON , ACCOMPANIED BY
A CERTIFICATE OF SECRETARY OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, AS
TO THE AUTHORITY OF THE PERSON OR PERSONS SIGNING THIS CONTRACT.
<PAGE> 31
ANNEX III
At the request of Ford, we are enclosing a copy of the unaudited
condensed consolidated financial statements of Ford and Consolidated
Subsidiaries as of [the end of the most recent fiscal quarter and the same
fiscal quarter for the preceding fiscal year], together with a manually signed
copy of our review report thereon. Our review was made in accordance with
standards established by the American Institute of Certified Public
Accountants.
A review of interim financial information consists principally
of obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial data,
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an examination in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion on the financial statements
referred to above. However, as set forth in the attached report, based on our
review, we are not aware of any material modifications that should be made to
the financial statements referred to above for them to be in conformity with
generally accepted accounting principles.
[As further set forth in the attached report, we have previously
examined, in accordance with generally accepted auditing standards, the
consolidated balance sheet as of [the end of the most recent fiscal year] and
the related consolidated statements of income, stockholders' equity and changes
in financial position for the year then ended (not presented herein); and in
our report dated [the date of such opinion], we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the condensed consolidated balance sheet as of [the
end of the most recent fiscal year] appearing in Ford's First Quarter press
release is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.]*
We are independent certified public accountants with respect to
Ford and its subsidiaries within the meaning of the Securities Act of 1933 and
the applicable published rules and regulations thereunder.
- ----------------
* Paragraph will be deleted from the letters for the second and third
fiscal quarters.
<PAGE> 32
ANNEX IV
Matters to be Covered by Letters of
Independent Certified Public Accountants
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder, and the statement in
the Registration Statement in answer to Item 10 of Form S-3 is accurate insofar
as it relates to them;
(ii) In their opinion, the audited consolidated financial
statements of the Company and its consolidated subsidiaries included or
incorporated by reference in the Company's Annual Report on Form 10-K most
recently filed with the Commission and covered by their report included therein
(the "audited financials") comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the published rules and regulations under the Act or the
Exchange Act, as applicable;
(iii) On the basis of limited procedures, not constituting an audit,
which have been carried out through a specified date not more than two business
days prior to the date of each such letter,* including (1) a reading of the
unaudited consolidated financial statements of the Company and its consolidated
subsidiaries included in the Company's Quarterly Reports on Form 10-Q filed
with the Commission from the beginning of the Company's fiscal year through the
date of such letter (the "quarterly financials"), (2) a reading of the latest
available monthly unaudited consolidated financial statements of the Company
and its consolidated subsidiaries (the "monthly financials"), (3) a reading of
the minutes of the meetings of the Board of Directors, Finance Committees and
stockholders of the Company and Holdings since the date of the audited
financials, (4) inquiries of certain officials of the Company and Holdings
responsible for financial and accounting matters as to transactions and events
subsequent to the date of the audited financials, and (5) such other procedures
and inquiries as may be described in each such letter, nothing has come to
their attention which has caused them to believe that:
- -------------------
* In the case of letters delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective
date of the Registration Statement or not more than two business days
prior to the most recent report filed with the Commission containing
financial statements, if the date of such report is later than such
effective date.
<PAGE> 33
Ann. IV - 2
(A) The quarterly financials or the monthly financials were not
prepared in conformity with generally accepted accounting principles
applied on a basis consistent in all material respects with those
followed in the preparation of the audited financials, except as
disclosed in the most recent report filed with the Commission containing
financial statements or in each such letter; or
(B) The quarterly financials or the monthly financials reflect
any adjustments other than normal recurring adjustments, except as
disclosed in the most recent report filed with the Commission containing
financial statements or in each such letter; or
(C) At the date of the monthly financials, there was any change
with respect to the Company and its consolidated subsidiaries in the
capital stock or any net change (i) in excess of $350,000,000 in
consolidated short-term debt (excluding the current portion of long-term
debt) or (ii) in excess of $25,000,000 in consolidated long-term debt
(including the current portion thereof) or any decrease in consolidated
stockholder's equity, as compared, in each case, with the corresponding
amounts in the consolidated balance sheet of the Company and its
consolidated subsidiaries as of the date of the most recent quarterly
financials, except, in all instances, for changes which the most recent
report filed with the Commission containing financial statements
disclosed have occurred or may occur or which are described in each such
letter; or
(D) At a recent date specified in each letter and in each case
satisfactory to the Representative[s] in their reasonable judgment,
there was any change with respect to the Company and its consolidated
subsidiaries in the capital stock or any net change (i) in excess of
$350,000,000 in consolidated short-term debt (excluding the current
portion of long-term debt) or (ii) in excess of $25,000,000 in
consolidated long-term debt (including the current portion thereof), as
compared, in each case, with the corresponding amounts in the
consolidatedbalance sheet of the Company and its consolidated
subsidiaries as of the date of the most recent quarterly financials,
except, in all instances, for changes which the most recent report filed
with the Commission containing financial statements disclosed have
occurred or may occur or which are described in each such letter; or
(E) For the period from the date of the most recent quarterly
financials through the date of the monthly financials, there was any
decrease, as compared with the corresponding period in the preceding
year, in the consolidated amounts of total financing revenue or
investment and other income or total revenue or income before income
taxes or net income of the Company and its consolidated subsidiaries,
except for decreases which the most recent report filed with the
Commission containing financial statements disclosed have occurred or
may occur or which are described in each such letter;
<PAGE> 34
Ann. IV - 3
(iv) With respect to any unaudited pro forma financial information
included in the Registration Statement or the Prospectus as amended or
supplemented at the date of such letter (the "pro forma financials"), they are
unable to and do not express any opinion on the pro forma financials or on the
pro forma adjustments applied to the historical amounts included in the pro
forma financials. However, for the purposes of such letter, they have (1) read
the pro forma financials, (2) made inquiries of certain officials of the
Company responsible for financial and accounting matters as to the basis for
their determination of the pro forma adjustments and whether the pro forma
financials comply as to form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X, and (3) proved the
arithmetic accuracy of the application of the pro forma adjustments to the
historical amounts in the pro forma financials and on the basis of such
procedures and inquiries, nothing has come to their attention which has caused
them to believe that:
(A) The pro forma financials do not comply as to form in all
material respects with the applicable requirements of Rule 11-02 of
Regulation S-X; or
(B) The pro forma adjustments have not been properly applied to
the historical amounts in the compilation of the pro forma financials;
and
(v) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and its
subsidiaries, with respect to certain items of information included in the
Registration Statement, in the most recent report filed with the Commission
from the beginning of the Company's fiscal year through the date of such
letter* and, in the case of each letter to be delivered pursuant to Section
6(d)(iii) of the Underwriting Agreement, in the Prospectus as amended or
supplemented through the date of such letter, and have found such items to be
in agreement with such records.
- -------------------
* In the case of letters delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective
date of the Registration Statement or not more than two business days
prior to the most recent report filed with the Commission containing
financial statements, if the date of such report is later than such
effective date.
<PAGE> 1
EXHIBIT 5
October 11, 1994
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Dear Sirs:
This will refer to the Registration Statement No. 33-55945, as amended
by Amendment No. 1 thereto, on Form S-3 (the "Registration Statement") filed
by Ford Motor Credit Company (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the proposed sale by the
Company of the debt securities covered thereby (the "Debt Securities").
As Secretary and Corporate Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs. I also have examined, or caused to be examined, such other documents
and instruments and have made, or caused to be made, such further investigation
as I have deemed necessary or appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. When (a) the registration requirements of the Securities Act and
such Blue Sky or securities laws as may be applicable shall have been complied
with, (b) the Indenture dated as of February 1, 1985, as supplemented, between
the Company and Chemical Bank, as Successor Trustee to Manufacturers Hanover
Trust Company, pursuant to which the Debt Securities are to be issued, shall
have been qualified under the Trust Indenture Act of 1939, as amended, (c) the
form or forms of the Debt Securities and the final terms thereof shall have
been duly approved or established in accordance with the terms of the
Indenture, as supplemented and (d) the Debt Securities shall have been duly
executed, authenticated, completed, issued and delivered against payment
therefor, the Debt Securities will thereupon be legally issued and binding
obligations of the Company.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/ Hurley D. Smith
-----------------------
Hurley D. Smith
<PAGE> 1
Exhibit 12-A
FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(dollar amounts in millions)
<TABLE>
<CAPTION>
First Half For the Years Ended December 31
-------------------- -----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest expense $ 1,611.7 $ 1,452.8 $ 2,943.5 $ 3,108.3 $ 3,840.6 $ 4,307.4 $ 4,647.4
Rents 6.4 5.1 11.0 10.8 8.9 7.5 6.4
--------- --------- --------- --------- --------- --------- ---------
Total fixed
charges 1,618.1 1,457.9 2,954.5 3,119.1 3,849.5 4,314.9 4,653.8
Earnings
Income before income
taxes and cumulative
effects of changes in
accounting principles 1,029.7 945.7 1,875.0 1,323.2 1,075.1 763.2 630.0
Less equity in net income
of affiliated companies 104.8 87.4 198.3 155.2 191.0 145.0 30.8
Less minority interest
in net income of
subsidiaries 5.2 4.2 7.9 6.1 2.3 0 0
--------- --------- --------- --------- --------- --------- ---------
Earnings before fixed
charges $ 2,537.8 $ 2,312.0 $ 4,623.3 $ 4,281.0 $ 4,731.3 $ 4,933.1 $ 5,253.0
========= ========= ========= ========= ========= ========= =========
Ratio of earnings to
fixed charges 1.57 1.59 1.56 1.37 1.23 1.14 1.13
========= ========= ========= ========= ========= ========= =========
</TABLE>
For purposes of the Ford Credit ratio, earnings consist of income before taxes
and cumulative effects of changes in accounting principles and fixed charges.
Income before income taxes and cumulative effects of changes in accounting
principles of Ford Credit excludes the equity in net income of all
unconsolidated affiliates and minority interest in net income of subsidiaries.
Fixed charges consist of interest on borrowed funds, amortization of debt
discount, premium, and issuance expense, and one-third of all rental expense
(the proportion deemed representative of the interest factor).
<PAGE> 1
Exhibit 12-B
Ford Motor Company and Subsidiaries
CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
(in millions)
<TABLE>
<CAPTION>
Six
Months For the Years Ended December 31
1994 1993 1992 1991 1990 1989
------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income/(loss) before income taxes
and cumulative effects of changes
in accounting principles $ 4,674 $ 4,003 $ (127) $(2,587) $ 1,495 $ 6,030
Equity in net (income)/loss of
affiliates plus dividends from
affiliates (30) (98) 26 69 171 (137)
Adjusted fixed charges a/ 3,797 7,648 8,113 9,360 9,690 9,032
------- ------- ------- ------- ------- -------
Earnings $ 8,441 $11,553 $ 8,012 $ 6,842 $11,356 $14,925
======= ======= ======= ======= ======= =======
Combined Fixed Charges and
Preferred Stock Dividends
- --------------------------
Interest expense b/ $ 3,629 $ 7,351 $ 7,987 $ 9,326 $ 9,647 $ 8,624
Interest portion of rental expense c/ 133 266 185 124 105 103
Preferred stock dividend requirements
of majority-owned subsidiaries d/ 79 115 77 56 83 16
------- ------- ------- ------- ------- -------
Fixed charges 3,841 7,732 8,249 9,506 9,835 8,743
Ford preferred stock dividend
requirements e/ 255 442 317 26 0 0
------- ------- ------- ------- ------- -------
Total combined fixed charges
and preferred stock dividends $ 4,096 $ 8,174 $ 8,566 $ 9,532 $ 9,835 $ 8,743
======= ======= ======= ======= ======= =======
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Ratios
- ------
Ratio of earnings to fixed charges 2.2 1.5 f/ g/ 1.2 1.7
Ratio of earnings to combined fixed
charges and preferred stock dividends 2.1 1.4 h/ i/ 1.2 1.7
</TABLE>
- - - - - -
a/ Fixed charges, as shown below, have been adjusted to exclude the amount
of interest capitalized during the period and preferred stock dividend
requirements of majority-owned subsidiaries.
b/ Includes interest, whether expensed or capitalized, and amortization of
debt expense and discount or premium relating to any indebtedness.
c/ One-third of all rental expense is deemed to be interest.
d/ Preferred stock dividend requirements of Ford Holdings, Inc., have been
increased to an amount representing the pre-tax earnings which would be
required to cover such dividend requirements based on Ford's effective
income tax rates for all periods except 1992. The U.S. statutory rate
of 34% was used for 1992.
e/ Preferred stock dividend requirements of Ford Motor Company, have been
increased to an amount representing the pre-tax earnings which would be
required to cover such dividend requirements based on Ford's effective
income tax rates for all periods except 1992. The U.S. statutory rate
of 34% was used for 1992.
f/ Earnings were inadequate to cover fixed charges by $237 million.
g/ Earnings were inadequate to cover fixed charges by $2,664 million.
h/ Earnings were inadequate to cover combined fixed charges and preferred
stock dividends by $554 million.
i/ Earnings were inadequate to cover combined fixed charges and preferred
stock dividends by $2,690 million.
<PAGE> 1
EXHIBIT 15
Ford Motor Credit Company
The American Road
Dearborn, Michigan
We are aware that our reports dated April 27, 1994 and July 27, 1994
accompanying the unaudited interim financial information of Ford Motor Credit
Company and Subsidiaries for the periods ending March 31, 1994 and 1993, and
June 30, 1994 and 1993, included in the Ford Motor Credit Company Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994
will be incorporated by reference in this Registration Statement on Form S-3.
Pursuant to Rule 436(c) under the Securities Act of 1933, these reports should
not be considered a part of the Registration Statement prepared or certified by
us within the meaning of Sections 7 and 11 of the Act.
/s/ COOPERS & LYBRAND L.L.P.
Detroit, Michigan
October 11, 1994
<PAGE> 1
EXHIBIT 23-A
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in Ford Motor Credit Company's
Registration Statement on Form S-3 of our report dated February 1, 1994 on our
audits of the consolidated financial statements and financial statement
schedule of Ford Motor Credit Company and Subsidiaries at December 31, 1993 and
1992 and for each of the three years in the period ended December 31, 1993,
which report contains an explanatory paragraph indicating Ford Credit changed
its methods of accounting for postretirement health care benefits and income
taxes in 1992 and is included in the Ford Motor Credit Company Annual Report on
Form 10-K. We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
Detroit, Michigan
October 11, 1994
<PAGE> 1
EXHIBIT 25
________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
________________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
___________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
___________________________________________
Ford Motor Credit Company
(Exact name of obligor as specified in its charter)
Delaware 38-1612444
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
The American Road
Dearborn, MI 48121
(Address of principal executive offices) (Zip Code)
___________________________________________
Unsecured and Unsubordinated Debt Securities
(Title of the indenture securities)
________________________________________________
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-46892, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 7TH day of OCTOBER, 1994.
CHEMICAL BANK
By /s/ Michael A. Smith
Michael A. Smith
Assistant Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1994, published in
accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal
Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 7,253
Interest-bearing balances ......................... 4,282
Securities: ..........................................
Held to maturity securities............................ 6,841
Available for sale securities.......................... 14,520
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 2,011
Securities purchased under agreements to resell ... 144
Loans and lease financing receivables:
Loans and leases, net of unearned income $61,454
Less: Allowance for loan and lease losses 2,026
Less: Allocated transfer risk reserve ... 115
------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 59,313
Assets held in trading accounts ....................... 28,005
Premises and fixed assets (including capitalized
leases)............................................ 1,334
Other real estate owned ............................... 553
Investments in unconsolidated subsidiaries and
associated companies............................... 127
Customer's liability to this bank on acceptance
outstanding ....................................... 1,181
Intangible assets ..................................... 564
Other assets .......................................... 7,063
-----
TOTAL ASSETS .......................................... $133,191
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................ $48,229
Noninterest-bearing .........................$17,236
Interest-bearing ............................ 30,993
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 25,005
Noninterest-bearing .........................$ 221
Interest-bearing ............................ 24,784
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 9,286
Securities sold under agreements to repurchase ..... 2,476
Demand notes issued to the U.S. Treasury .............. 2,000
Trading liabilities ................................... 19,206
Other Borrowed money:
With original maturity of one year or less ......... 7,868
with original maturity of more than one year ....... 1,033
Mortgage indebtedness and obligations under capitalized
leases ............................................. 19
Bank's liability on acceptances executed and outstanding 1,184
Subordinated notes and debentures ..................... 3,500
Other liabilities ..................................... 5,893
TOTAL LIABILITIES ..................................... 125,699
-------
EQUITY CAPITAL
Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,668
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (295)
Cumulative foreign currency translation adjustments ... (2)
TOTAL EQUITY CAPITAL .................................. 7,492
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $133,191
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition is true and correct to the best of my knowledge
and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this statement of resources and liabilities. We
declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in confor-
mance with the instructions and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
- 5 -
