SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) April 14, 1994
FORD MOTOR CREDIT COMPANY
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(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE 1-6368 38-1612444
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(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification
No.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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ITEM 5. OTHER EVENTS
On April 14, 1994, Ford Motor Company ("Ford" or the
"Company") announced the following corporate actions occurring on
such date:
Stock Split and Dividend Increase. The Company's Board of
Directors declared (i) a 2-for-1 stock split in the form of a 100
percent stock dividend on the Company's Common Stock and Class B
Stock, contingent upon stockholder approval of an increase in the
number of authorized shares of the Company and (ii) a cash
dividend of 45 cents a share on the Company's outstanding Common
Stock and Class B Stock for the second quarter of 1994,
representing an increase of 12.5% over the 40 cents a share paid
in the first quarter of 1994.
Sale of First Nationwide Bank. An agreement was entered
into between First Nationwide Bank, a Federal Savings Bank (the
"Bank") and First Madison Bank, FSB ("First Madison") for the
sale of substantially all of the Bank's assets to, and the
assumption of substantially all of the Bank's liabilities by,
First Madison. The Bank is a wholly owned subsidiary of First
Nationwide Financial Corporation ("FNFC"), which in turn is a
wholly owned subsidiary of Ford.
The stated sale price for the Bank is $1.1 billion, slightly
higher than tangible net book value at December 31, 1993. The
final settlement, depending on the actual closing date, is
expected to consist of about $750 million of cash and about $350
million of assets and tax benefits that are not included in the
sale. In total, Ford is expected to retain, through FNFC,
approximately $1.2 billion of commercial real estate and other
assets as of the closing date. These retained assets generally
are of lower quality than those included in the sale. In
addition, for the three-year period ending in November 1996,
First Madison has the option of requiring FNFC to repurchase up
to $500 million of the assets included in the sale that become
nonperforming. This repurchase obligation will be guaranteed by
Ford.
Ford expects the sale to result in an after-tax charge of
about $440 million against Ford's 1994 first quarter earnings,
reflecting the non-recovery of goodwill and reserves for
estimated losses on the assets to be retained and repurchased by
FNFC. These assets will be liquidated over time as market
conditions permit. Historically, FNFC (including the Bank) has
not had a significant effect on Ford's operating results.
Acquisition of Remaining Shares of Hertz. Ford reached
agreement to purchase the capital stock of The Hertz Corporation ("Hertz")
owned by a Hertz management group. Hertz will then redeem the capital stock
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of Hertz owned by AB Volvo. This will result in Hertz
owned subsidiary of Ford. Ford, AB Volvo and the Hertz management group
presently own 54%, 26% and 20%, respectively, of the outstanding common
stock of Hertz.
News releases, each dated April 14, 1994, announcing the
foregoing actions are filed as Exhibits 20.A, 20.B and 20.C to
this Current Report on Form 8-K, and are incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
EXHIBITS
DESIGNATION DESCRIPTION METHOD OF
FILING
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Exhibit 20.A News release dated Filed with
April 14, 1994 relating this Report
to stock split and divi-
dend increase.
Exhibit 20.B News release dated Filed with
April 14, 1994 relating this Report
to sale of First Nation-
wide Bank.
Exhibit 20.C News release dated Filed with
April 14, 1994 relating this Report
to acquisition of remaining
shares of Hertz.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized
on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: April 15, 1994 By: /s/ R. P. Conrad
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R. P. Conrad
Assistant Secretary
<PAGE>
EXHIBIT INDEX
DESIGNATION DESCRIPTION METHOD OF
FILING
- ----------- ---------------------- -----------
Exhibit 20.A News release dated Filed with
April 14, 1994 relating this Report
to stock split and divi-
dend increase.
Exhibit 20.B News release dated Filed with
April 14, 1994 relating this Report
to sale of First Nation-
wide Bank.
Exhibit 20.C News release dated Filed with
April 14, 1994 relating this Report
to acquisition of remaining
shares of Hertz.
EXHIBIT 20.A
IMMEDIATE RELEASE
Contact: Kathryn A. Blackwell
(313) 322-1524 or 322-9545
BOARD DECLARES STOCK SPLIT, DIVIDEND INCREASE
DEARBORN, Mich., April 14 -- The Board of Directors of
Ford Motor Company today declared a 2-for-1 stock split in the
form of a 100 percent stock dividend, pending stockholder
approval of an increase in the number of authorized shares.
The Board also increased the quarterly cash dividend on the
company's Class B and common stock to 45 cents a share. This
increase, the first since 1989, represents a 12.5 percent improvement over
the 40 cents a share paid since the second quarter of 1991.
The Board also declared quarterly cash dividends of $1.05 a
share on the depositary shares representing the company's Series
A Cumulative Convertible Preferred stock, and 51.5625 cents a
share on the depositary shares representing the company's Series
B Cumulative Preferred stock. The amounts of the dividends on
the Series A and Series B Preferred stock are the same as paid in
the first quarter of 1994.
The second-quarter cash dividends are payable June 1, 1994
to stockholders of record on May 2, 1994.
Stockholders will be asked to approve an increase in
authorized shares to accommodate the stock split at the Annual
Meeting to be held in Cleveland on May 12, 1994. If the
stockholders approve this measure, the additional shares will be
distributed on or about July 5, 1994 to stockholders of record on
June 6, 1994.
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4/14/94
EXHIBIT 20.B
IMMEDIATE RELEASE
Contact: Owen Blicksilver David Krupp 313-322-7100
313-594-0390 Edward Miller 313-337-1940
First Nationwide Ford Motor Company
Linda Rosso James T. Conroy
415-904-1202 212-572-5980
First Nationwide First Madison
FORD TO SELL FIRST NATIONWIDE BANK
TO FIRST MADISON BANK
DEARBORN, Mich., April 14 -- Ford Motor Company announced
today that a definitive agreement with First Madison Bank has
been signed to sell Ford's savings and loan unit, First
Nationwide Bank, for approximately $1.1 billion.
The sale price is a small premium above tangible book
value.
As a result of the sale, Ford expects to take an after-
tax charge of about $440 million against first-quarter earnings.
The charge primarily reflects non-recovery of goodwill, as well
as reserves for estimated losses on retained and repurchased
assets.
After the sale, Ford will retain approximately $1.2
billion of commercial real estate and other assets in the bank
holding company, First Nationwide Financial Corporation. Within
a period of three years, the holding company, if requested to do
so by the buyer, will repurchase up to an additional $500 million
of the assets sold to First Madison. The retained and
repurchased assets will be managed by the holding company and
liquidated over time as market conditions permit.
The sale, which is subject to federal regulatory
approvals, is expected to be completed within six months.
At year-end 1993, First Nationwide Bank's assets
consisted primarily of residential, apartment and commercial
loans, totaling $15.5 billion. The company operates 180 branch
offices in eight states and 31 loan offices.
Ken Whipple, president of the Ford Financial Services
Group (FSG), said the bank no longer provided a strategic fit
with Ford's financial services businesses. The success of FSG's
other businesses -- which offer auto loans, insurance, home
equity loans, direct consumer loans, credit cards and a wide
range of commercial and industrial financial products and
services -- reduces the need for a savings bank as a component of
the group, Whipple said.
<PAGE>
"The core bank has returned to profitability, making it
an attractive acquisition for another financial institution,"
Whipple said. "In addition, the market for banking assets has
strengthened in recent months."
Whipple noted that during the transition period there
would be no changes in customer services at the bank. Customers
will be kept informed throughout the transition period and can
obtain more information from their local First Nationwide
branches or by calling 1-800-652-1760.
Gerald Ford, chief executive officer of First Madison,
commented, "We are very excited about the opportunity to build on
First Nationwide's strong competitive positioning in the
marketplace. We look forward to working with the people of First
Nationwide to create one of the country's premier banking
companies."
Mr. Ford said that he and his management team intend to
move to San Francisco and establish their offices at First
Nationwide's headquarters. He also stated that First Madison
will change its name to First Nationwide and that it plans to
maintain the scope of the company's operations and its work
force.
Founded in 1885 as Citizens Building and Loan, First
Nationwide Bank was purchased by Ford in 1985 for $496 million.
It serves 700,000 U.S. households and has retail branches in
Arizona, California, Florida, Illinois, Michigan, New Jersey, New
York and Ohio. Loan offices are in California, Florida, Hawaii,
Illinois, Michigan and Ohio.
First Madison Bank, FSB, a $1.1 billion institution with
four retail branches and 300 employees, is based in Dallas. It
was established in 1993 with assets retained after First
Gibraltar Bank was sold to BankAmerica Corp.
First Madison is a subsidiary of MacAndrews & Forbes
Holdings Inc., a New York-based holding company.
The Ford Financial Services Group earned a record net
profit of $1.6 billion in 1993, based on record performances by
each of the other three components that make up FSG: Ford
Credit, The Associates and USL Capital.
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4-14-94
EXHIBIT 20.C
IMMEDIATE RELEASE
Contact: Kathryn Blackwell
(313) 322-1524 or 322-9545
FORD PURCHASES REMAINING HERTZ SHARES
DEARBORN, Mich., April 14 -- Ford Motor Company has
reached agreement to purchase the outstanding shares of the
Hertz Corporation, giving Ford sole ownership of the world's
largest car rental company.
Ford has agreed to purchase the 26 percent share of Hertz
owned by AB Volvo and an additional 20 percent from a Hertz
management group.
"Hertz and Ford have enjoyed a long-standing and mutually
beneficial relationship for many years," said David McCammon,
Ford vice president - finance and treasurer. "Hertz is an
exceptionally well-managed and consistently profitable company
with an outstanding reputation. It is the premier car rental
company, and this move ensures excellent product exposure for
Ford and Lincoln-Mercury vehicles."
Hertz, based in Park Ridge, New Jersey, will continue to
operate as an independent, wholly-owned subsidiary of Ford Motor
Company. In 1993, Hertz operated in 131 countries and had annual
revenues of $2.9 billion.
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4/14/94
