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Filed Pursuant to Rule 424b5
Registration Numbers 2-96762, 33-18496
and 33-24928
(FORD LOGO)
FORD MOTOR CREDIT COMPANY
$1,000,000,000
VARIABLE DENOMINATION
FLOATING RATE DEMAND NOTES
OFFERED AS SET FORTH HEREIN PURSUANT TO
FORD MONEY MARKET ACCOUNT
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THE VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES (THE "NOTES") ARE
BEING ISSUED AND OFFERED BY FORD MOTOR CREDIT COMPANY ("FORD CREDIT") PURSUANT
TO THE FORD MONEY MARKET ACCOUNT PLAN (HEREINAFTER CALLED "FORD MONEY MARKET
ACCOUNT" OR THE "PLAN"). THE PLAN IS DESIGNED TO PROVIDE CERTAIN INVESTORS
ASSOCIATED WITH FORD CREDIT OR FORD MOTOR COMPANY ("FORD") A CONVENIENT MEANS OF
INVESTING FUNDS DIRECTLY WITH FORD CREDIT. INVESTMENTS BY AN INVESTOR PURSUANT
TO THE PLAN WILL BE USED TO PURCHASE A NOTE, THE PRINCIPAL AMOUNT OF WHICH WILL
BE EQUAL TO THE AGGREGATE OF ALL INVESTMENTS BY THE INVESTOR, TOGETHER WITH
INTEREST ACCRUED THEREON, LESS THE AGGREGATE OF ANY REDEMPTIONS, AND WILL BE
CREDITED TO AN ACCOUNT (THE "PLAN ACCOUNT") ESTABLISHED FOR THE INVESTOR BY THE
AGENT BANK (AS HEREINAFTER DEFINED). SEE "DESCRIPTION OF NOTES", "HOW TO INVEST"
AND "AGENT BANK AND ADMINISTRATION" IN THE PLAN SUMMARY.
THE NOTES EARN INTEREST AT A FLOATING RATE PER ANNUM EQUAL TO THE MOST
RECENT SEVEN-DAY AVERAGE YIELD (NON-COMPOUNDED) FOR ALL TAXABLE MONEY FUNDS
REPORTED WEEKLY IN MONEY FUND REPORT(R) PLUS 1/4 OF ONE PERCENTAGE POINT (THE
"BASE RATE"). IN ADDITION, FORD CREDIT MAY FROM TIME TO TIME INCREASE THE RATE
OF INTEREST PAYABLE ON THE NOTES BY ADDING TO THE BASE RATE, FOR ALL OR LESS
THAN ALL OF THE NOTES ISSUED PURSUANT TO THE PLAN, AN INCREMENTAL PER ANNUM RATE
(THE "INCREMENTAL RATE"). INTEREST PAYABLE ON NOTES WILL ACCRUE DAILY AND BE
CREDITED TO EACH INVESTOR'S PLAN ACCOUNT AS OF THE LAST DAY OF EACH CALENDAR
MONTH. SEE "INTEREST RATE INFORMATION" IN THE PLAN SUMMARY.
FOR CURRENT INTEREST RATE INFORMATION INVESTORS MAY CALL TOLL-FREE 800-462-2614
INFORMATION WITH RESPECT TO HOW TO INVEST IN NOTES AND HOW TO REDEEM NOTES
CAN BE FOUND UNDER "HOW TO INVEST" AND "HOW TO REDEEM INVESTMENTS" IN THE PLAN
SUMMARY. FURTHER INFORMATION ABOUT THE NOTES CAN BE FOUND UNDER "DESCRIPTION OF
NOTES" IN THE PLAN SUMMARY.
THE NOTES AND THE PLAN ACCOUNTS REPRESENTED THEREBY ARE NON-TRANSFERABLE.
FORD CREDIT RESERVES THE RIGHT TO WITHDRAW, CANCEL OR MODIFY THE OFFER MADE
HEREBY AT ANY TIME. FORD CREDIT MAY REJECT ANY OFFER TO PURCHASE NOTES IN WHOLE
OR IN PART.
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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
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 20, 1995
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AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY 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, "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, ON WHICH CERTAIN OF FORD CREDIT'S DEBT
SECURITIES ARE LISTED.
Ford Credit has filed with the Commission a Registration Statement under
the Securities Act with respect to the Debt Securities offered hereby. This
Prospectus does 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,
1994 (the "1994 10-K Report"), Ford Credit's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 (the "First Quarter 10-Q Report"), and Ford
Credit's Current Reports on Form 8-K dated January 17, 1995, February 10, 1995,
February 17, 1995, February 21, 1995 and March 24, 1995 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 TO WHOM A
COPY OF THIS PROSPECTUS HAS 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, 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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The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus: Autolatina-Comercio,
Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint
venture between Ford Motor Company ("Ford") and Volkswagen AG in which Ford has
a 49% ownership interest. Autolatina occasionally sells vehicles to persons
located in Cuba. Each such sale is made pursuant to a specific license granted
to Ford by the U.S. Department of Treasury. The last such sale, which involved
one medical supply vehicle, was made to Cubanacan in April 1991. Current
information concerning Autolatina's or its Ford-related affiliates' business
dealings with the government of Cuba or with persons located in Cuba may be
obtained from the State of Florida Department of Banking and Finance at The
Capitol Building, Suite 1401, Tallahassee, Florida 32399-0350 (telephone number
940-488-0545).
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FORD MONEY MARKET ACCOUNT
PLAN SUMMARY
GENERAL
Rights of investors under the Plan, and the limitations on such rights,
together with the principal provisions of the Plan, are summarized in the next
few pages. This summary is subject to the detailed provisions of the Plan, which
are controlling. A copy of the Plan is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. A copy of the Plan will be made
available to any investor upon written or oral request.
All investments under the Plan are used to purchase Notes. A Note
evidencing investments under the Plan and interest thereon is issued to each
investor upon initial establishment of a Plan Account. The principal amount of
the Note, plus interest accrued and unpaid thereon, is recorded on a register
maintained by The Northern Trust Company (the "Agent Bank").
Current account information can be obtained by calling toll-free
800-462-2614. The investor also may write to Ford Money Market Account, The
Northern Trust Company, P.O. Box 75936, Chicago, Illinois 60675-5936 to obtain
such information. Further information about the Plan and assistance in opening
an account can be obtained by calling the above number or writing to the above
address.
A Plan Account is not equivalent to a bank account and is not subject to
the protection of the Federal Deposit Insurance Corporation or other insurance.
Since all funds under the Plan will be invested in the securities of a single
issuer (Ford Credit), investors will not have the advantage of diversification
offered by money funds and will not have the protection provided by the
Investment Company Act of 1940.
The mailing address of the principal executive offices of Ford Credit is
The American Road, Dearborn, Michigan 48121. The telephone number of such
offices is (313) 322-3000.
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INTEREST RATE INFORMATION
Investments in Notes under the Plan earn interest at a floating rate per
annum equal to (i) the Base Rate (such rate being the most recent seven-day
average yield (non-compounded) for all taxable money funds reported weekly in
Money Fund Report(R)*, plus an additional 1/4 of one percentage point) plus (ii)
the Incremental Rate, if any.** Interest on amounts credited to Plan Accounts is
accrued daily and credited to Plan Accounts monthly as of the last day of each
month.
The interest rate is determined and becomes effective on the next following
Monday each time a new seven-day average yield (non-compounded) for all taxable
money funds reported in Money Fund Report(R) is available. The new seven-day
average yield (non-compounded) plus an additional 1/4 of a percentage point
becomes the Base Rate for the following seven-day period. If in any week Money
Fund Report(R) is not available, the Base Rate for the following calendar week
will be the same as that for the previous calendar week. If Money Fund Report(R)
ceases to be published, an
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* Money Fund Report(R) is a registered trademark of IBC/Donoghue, Inc.
** Some individual taxable money funds from time to time may have earned
(or may earn) yields greater than those provided under the Plan.
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approximately equivalent effective Base Rate for investments under the Plan will
be determined on the basis of a formula established by Ford Credit.
Money Fund Report(R) is published weekly and includes yield statistics for
nearly all taxable money funds in operation. The reported yields are obtained
from the money funds themselves and are stated on a consistent simple interest
basis to represent the annualized total yield to the investor, after deducting
any management fees and expenses of each of the money funds. While Money Fund
Report(R) states that the yield information obtained from money funds is
screened by the publisher, no guarantee of the accuracy of the information
contained in Money Fund Report(R) is made by Ford Credit.
Interest credited for any given past period on investments under the Plan
is not an indication or representation of future results. Because the weekly
interest rate applicable to investments under the Plan may fluctuate, such
information may not provide a basis for comparison with bank deposits, other
investments which pay a fixed yield for a stated period of time, or investment
companies, including money funds, which may use a different method of
calculating yield. For information on the current interest rate applicable to
investments under the Plan, call toll-free 800-462-2614.
HOW TO INVEST
GENERAL
Investments in Notes under the Plan may be made at any time, without charge
to the investor, by check, by wire transfer, by automatic charge to the
investor's bank account or by such other means as Ford Credit shall from time to
time determine. The minimum initial amount which investors may invest under the
Plan is $250. The minimum amount for subsequent investments is $50. A minimum
investment balance (presently set at $250) must be maintained in each account at
all times. All investments must be made in U.S. dollars. Accounts may be
individual, joint, custodial or trust accounts and may be opened by individuals,
corporations, partnerships, firms or associations.
INVESTMENTS BY CHECK
Investments may be made by sending a check to Ford Money Market Account,
The Northern Trust Company, P.O. Box 75935, Chicago, Illinois 60675-5935. Checks
should be made payable to the Ford Money Market Account. Checks opening an
account must be for a minimum of $250 and should be accompanied by a completed
account application. For subsequent investments, investors with existing
accounts should indicate their account number on the check and enclose an
investment form which has been provided as a detachable stub on statements and
investment confirmations mailed by the Agent Bank. Check investments sent
regular mail and received by the Agent Bank prior to 9:00 a.m. E.S.T. will be
credited to the investor's investment account on the first business day
following the business day on which the check investment is received by the
Agent Bank in proper form. Investments received by the Agent Bank after that
time on a business day, or received by the Agent Bank on a non-business day,
will be credited to the investor's account on the day following the first
business day after such investment is received. Investment checks sent by
overnight delivery and received by the Agent Bank will be credited to the
investor's account on the first business day following receipt. Interest will
begin to accrue on the check investment when the check is credited to the
investor's account. Checks are accepted subject to collection at full face value
in U.S. funds and must be drawn in U.S. dollars on a bank in the U.S.
Investments made by check may be redeemed after 5 business days or such shorter
time as shall be determined from time to time by Ford Credit.
INVESTMENTS BY WIRE
Investors may invest in Notes under the Plan by wiring Federal Funds to
Ford Money Market Account, The Northern Trust Company. Federal Funds are a
commercial bank's deposits in a
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Federal Reserve Bank and can be transferred on the same day from one bank which
is a member of the Federal Reserve System to another bank which also is a member
of the System. The Routing Code of The Northern Trust Company for wire transfers
is 0710-00152. For all wire investments, the wire must include the name of the
Plan and the investor's name, address, and investment account number.
Investments made by Federal Funds received by the Agent Bank prior to 2:00 p.m.
E.S.T. will be credited to the investor's account on the business day received.
Investments by wire transfer received after the aforementioned time on a
business day or on a non-business day will be credited to the investor's account
on the first business day after such investment is received. Interest will
commence to accrue on the business day the investment is credited to the
investor's account. Wiring funds other than Federal Funds to the Agent Bank may
result in a delay in crediting the wire investment to the investor's account.
Neither Ford Credit nor the Agent Bank will be responsible for delays in the
funds wiring system.
INVESTMENTS BY AUTOMATIC OR PERIODIC CHARGE TO BANK ACCOUNTS
Investors may invest in Notes under the Plan by authorizing the Agent Bank
to make automatic monthly or periodic charges of $50 or more to their bank
accounts. Upon receipt of written authorization in proper form, the Agent Bank
will prepare an electronic funds transfer drawn against an investor's bank
account for the prescribed amount and will invest the proceeds in the investor's
Plan Account. The proceeds will accrue interest under the Plan on the same
conditions as set forth under "Investments by Check". Investors may change the
amount of the automatic or periodic investment (subject to the $50 monthly
minimum) or terminate investments at any time by providing notice in writing to
the Agent Bank. The requested change or termination will be effective as soon as
practicable after receipt of written notice by the Agent Bank.
To establish the Automatic or Periodic Charge to bank accounts, investors
should obtain the necessary authorization forms directly from the Agent Bank.
INVESTOR ACCOUNTS
The Agent Bank maintains a Plan Account for each account opened by an
investor. The account balance is equal to all amounts invested in such account,
together with interest accrued thereon, and less redemptions. Shortly after the
end of each month, the Agent Bank will send an account statement to each
investor setting forth a summary of all transactions in the investor's Plan
Account during the month, including beginning and ending account balances and
interest paid for the month. Separate statements will be sent for each open
account. The full amount of the taxable interest income reportable for Federal
income tax purposes for the year also will be provided.
An investor may close an account(s) and terminate participation in the Plan
at any time by notifying the Agent Bank. In such event, the principal amount of
the Note issued with respect to the account, plus accrued and unpaid interest,
will thereupon be redeemed and the proceeds distributed by wire or by mail in
accordance with the applicable wire or mail redemption instructions.
Because of the relatively high cost of maintaining small accounts, Ford
Credit reserves the right to close any Plan Account with a current balance of
less than $250. The account will be closed by redeeming the principal amount of
the Note, plus accrued and unpaid interest, and mailing the proceeds to the
registered address. The investor will be notified if a Plan Account is to be
closed.
In addition, Ford Credit reserves the right to close any Plan Account as to
which the redemption provisions or other provisions of the Plan have been
abused.
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HOW TO REDEEM INVESTMENTS
GENERAL
An investor may redeem all or any part of an investment at any time without
charges or penalties. Investments may be redeemed by writing a redemption check,
by writing, telephoning or telexing a request for redemption by bank check and
by wire transfer. If the amount to be redeemed represents an investment made by
check, the redemption request will not be honored if made within a period of 5
business days from the receipt of such investment check. Investors who need more
immediate access to their funds may avoid this delay by investing under the Plan
through one of the other available means of investment. Investors liquidating
their holdings and closing their accounts will receive all accrued and unpaid
interest.
REDEMPTION BY BANK CHECK
An investor may redeem investments in an account at any time by writing,
telephoning or telexing the Agent Bank requesting redemption. Redemptions will
be made by bank check, ($250 minimum) mailed to the registered account address.
If the investor has not selected this Redemption by Bank Check Option, the
redemption request must be accompanied by guaranteed signatures of all
Registered Account Owners. The signatures must be guaranteed. Guarantees must be
signed by an authorized signatory and the statement "Signature Guaranteed" must
appear with the signature. Notarized signatures are not sufficient. The
signature guarantee is to prevent fraud or misrepresentation and is for the
protection of the investor. In certain instances, additional documentation may
be required including, but not limited to, trust instruments, birth
certificates, death certificates, or appointments as executor or administrator.
Written requests for redemption by bank check should be sent to Ford Money
Market Account, The Northern Trust Company, P.O. Box 75936, Chicago, Illinois
60675-5936. All written requests for redemption require the signatures of all
persons in whose names the account is registered, including joint owners, signed
exactly as their names appear on the Account Application submitted to the Agent
Bank. If the request in proper form for redemption by bank check is received by
the Agent Bank in its Ford Money Market Account Servicing Area prior to 11:00
a.m. E.S.T. on a business day, the bank check normally will be mailed on that
business day. Bank checks normally will be mailed on the next business day if
the redemption request, in proper form, is received by the Agent Bank after
11:00 a.m. E.S.T. on a business day. Interest will accrue to but not including
the business day the bank check is prepared.
Written and telephone redemption requests should not be made to Ford or
Ford Credit.
CHECK REDEMPTION
Investors will be provided with a supply of redemption checks free of
charge following receipt by the Agent Bank of a properly completed Account
Application on which the Check Redemption Option is requested. If the Check
Redemption Option is requested by written request after an Account Application
has been submitted, all owners of the Plan Account must sign the written request
and have their signatures guaranteed as described above under "Redemption by
Bank Check". Investors electing the Check Redemption Option may order additional
redemption checks by using the check reorder form in their current checkbook or
by telephoning The Northern Trust Company toll-free at 800-462-2614. Redemption
checks will be sent only to the Registered Account Owners and only to the
Registered Account Address. Election of the Check Redemption Option does not
create a checking or other bank account or a depositor or banking relationship
with the Agent Bank or Ford Credit.
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The investor may make redemption checks payable to the order of anyone in
any amount not less than $250. Checks presented for less than the minimum
redemption amount will not be honored. If the investor's account is a joint
account with others, all must sign the redemption checks unless specified
differently on the Account Application or subsequent written request and so
indicated on the checks. The amount of the Note to be redeemed by check will
continue accruing interest until the redemption check is presented for payment.
If the amount of a redemption check is greater than the balance in the
investor's Plan Account, the check will not be honored and will be returned
marked "insufficient funds" and the investor will be charged the fee normally
charged by the banking system. Investors also will be charged for placing a stop
order on a redemption check. Redemption checks on which payment has been made
will be returned to the investor by the Agent Bank only upon the investor's
request. Ford Credit reserves the right at any time to modify, terminate or
suspend the procedures permitting check redemptions.
REDEMPTION BY WIRE TRANSFER
By selecting the Redemption by Wire Transfer Option on the Account
Application or in a subsequent written request, investors may arrange to have
redemption proceeds of $1,000 or more wired in Federal Funds to a predesignated
bank account. By use of this redemption option, the investor authorizes the
Agent Bank to act on telephone, telex or written redemption instructions,
without signature guarantees, from any person or persons representing themselves
to be the registered owners of the account. The Agent Bank's records of such
instructions are binding. In order to be eligible for redemption by wire
transfer, the investor must designate the U.S. commercial bank, savings bank or
credit union and account number to receive wire redemption proceeds. If the wire
redemption request, in proper form, is received by the Agent Bank prior to 2:00
p.m. E.S.T. on a business day, redemption proceeds will normally be wired to the
predesignated bank account on that business day. Redemption proceeds will
normally be wired to the predesignated bank account on the next business day if
the redemption request, in proper form, was received by the Agent Bank after
2:00 p.m. E.S.T. Interest will accrue to but not including the business day the
redemption proceeds are wired.
An investor who has not selected the Redemption by Wire Transfer Option on
the Account application or in a subsequent written request may request
redemption by wire transfer subject to the conditions described in the preceding
and following paragraphs and to the additional condition that such request be in
writing accompanied by guaranteed signatures of all Registered Account Owners
whose signatures are required for a redemption by check.
Wire redemption instructions must include the name of the Plan (Ford Money
Market Account), the investor's name, the Plan Account number, the name(s) of
the registered owner(s) submitting the wire redemption request and the Routing
Code of the predesignated bank. Wire redemption instructions may be effected by
telephoning the Agent Bank toll-free at 800-462-2614. The predesignated bank and
account number may be changed only upon written request to the Agent Bank with
the signature of each registered owner (including joint owners) of the Plan
Account guaranteed. Neither the Agent Bank nor Ford Credit will be responsible
for delays in the funds wiring system or the authenticity of withdrawal
instructions. Wire redemption proceeds will be wired to a predesignated account
at a bank that is a member of the Federal Reserve System, or to a correspondent
bank of the predesignated bank if the predesignated bank is not a member of the
Federal Reserve System. If the correspondent bank fails to notify the
predesignated bank immediately, there may be a delay in crediting the funds to
the predesignated bank account. The procedures permitting redemptions by wire
may be modified, terminated or suspended at any time by Ford Credit.
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DESCRIPTION OF NOTES
GENERAL
The Notes are issuable under an Indenture dated as of July 1, 1985, as
supplemented (the "Indenture"), between Ford Credit and The Bank of New York
(The Bank of New York, in its capacity as Trustee under the Indenture, or any
successor trustee is hereinafter referred to as the "Trustee"). A copy of the
Indenture also is filed as an exhibit to the Registration Statement, filed with
the Commission, covering the offering of Notes under the Plan, and statements
herein relating to the Notes are subject to the detailed provisions of the
Indenture. Whenever any particular section of the Indenture or any term used
therein is referred to, the statement in connection with which such reference is
made is qualified in its entirety by such reference. Ford Credit may from time
to time enter into one or more additional supplemental indentures without the
consent of the holders of the Notes, providing for the issuance of Notes under
the Indenture in addition to the principal amount authorized thereunder on the
date of this Prospectus.
The Notes will be unsecured obligations of Ford Credit, will be issued in
registered form only, without coupons, and will be identical except for the
issue date. The Notes will not be subject to any sinking fund and will be
redeemable at the option of the holder thereof as described below. The Notes
will rank prior to all subordinated indebtedness of Ford Motor Credit Company
(parent company only) and pari passu with all other indebtedness of Ford Motor
Credit Company (parent company only).
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien will be 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 Notes equally and ratably with (or prior to)
the indebtedness secured by such Mortgage. This restriction will not apply to
Mortgages securing such indebtedness which shall not exceed $5 million in the
aggregate at any one time outstanding and will 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 5.05 in the Indenture)
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 in the
Indenture) Ford Holdings, Inc., ("Ford Holdings") which owns The American Road
Insurance Company ("American Road") 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
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owned by Ford Credit or by a Restricted Subsidiary, such stock will be subject
to this "Limitation on Liens" section. Ford Credit currently owns its stock in
Ford Holdings directly but is under no obligation to continue to do so.
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 Notes 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 5.05
in the Indenture (see "Limitation on Liens" above) without equally and ratably
securing the Notes. (Section 12.03 in the Indenture)
EVENTS OF DEFAULT AND NOTICE THEREOF
The following events are defined in the Indenture as "Events of Default":
failure to pay principal or interest when due; failure to perform any other
covenants for 90 days after notice; and certain events of bankruptcy, insolvency
or reorganization. (Section 7.01 in the Indenture)
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default, give the Noteholders 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
principal or interest on any of the Notes, 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 Noteholders. (Section 7.07 in 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 the performance and observance of the
terms of the Indenture and, if Ford Credit is in default, specifying such
default. (Section 5.06 in the Indenture)
The holders of a majority in aggregate principal amount of all outstanding
Notes have the right to waive certain defaults 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. (Section 7.06 in the Indenture) The Indenture provides
that, in case an Event of Default shall occur (which shall not have been cured
or waived), the Trustee is 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 8.01 in the Indenture) Subject to such provisions, the
Trustee is under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the Noteholders unless they shall have
offered to the Trustee reasonable security or indemnity. (Section 8.02 in the
Indenture)
MODIFICATION OF THE INDENTURE
With certain exceptions, under the Indenture, the rights and obligations of
Ford Credit and the rights of the Noteholders may be modified by Ford Credit
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes then outstanding; but no such modifications may be made
which would (i) diminish the principal amount of any Note, or accrued and unpaid
interest thereon; or (ii) reduce the above-stated percentage of Notes, the
consent of the holders of which is required to modify or alter the Indenture,
without the consent of the holders of all Notes then outstanding. (Section 11.02
in the Indenture)
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CONCERNING THE TRUSTEE
The Bank of New York, the Trustee under the Indenture, is also the trustee
under indentures covering a number of outstanding issues of notes and debentures
of Ford Credit and Ford, 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.
AGENT BANK AND ADMINISTRATION
Ford Credit employs The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois 60675 as the Agent for Ford Money Market Account. Services
performed by the Agent Bank include establishment and maintenance of Plan
Accounts, including transactions processing and accounting; preparation of
account statements and other correspondence; investor servicing; advice on the
principal balance of Plan Accounts; accrual of interest income and payment of
interest earned; and required tax reporting and filings with proper authorities.
For these services, Ford Credit pays the Agent Bank an agency and administrative
fee monthly based on the number of Plan Accounts in the Plan with positive
balances at the end of each month, as well as reasonable out-of-pocket costs
(such as, but not limited to, postage, forms, telephone and wire expenses).
These costs and all other costs incurred in the operation of the Plan are paid
by Ford Credit. Investors are not charged administrative service fees or
custodian fees of any kind and are free to invest in or redeem amounts in Plan
Accounts at any time without any investment charges or redemption fees or
penalties whatsoever except that investors will be charged the fee normally
charged by the banking system in the event that either a redemption check is
written for an amount in excess of the balance in the investor's Plan Account or
an investment check from an investor is returned for insufficient funds.
Investors making investments or requesting redemption by wire transfer may be
charged applicable fees by the commercial bank handling the transfer. Also,
investors may incur charges in obtaining required signature guarantees.
Ford Credit has created the Ford Money Market Account Committee (the "Plan
Committee") all the members and alternate members of which are employees of Ford
Credit. The persons elected or appointed to the following offices of Ford Credit
are members of the Committee: The President, the Executive Vice
President-Finance, and the Vice President-General Counsel. The persons elected
or appointed to the following offices of Ford Credit are the alternate members
of the Committee: The Chairman of the Board of Directors, the Assistant
Treasurer-Debt Management, and the Secretary. The address of each such person is
The American Road, Dearborn, Michigan 48121.
The Committee assists in the administration of the Plan, interprets its
provisions, prescribes rules, regulations and forms in connection therewith and
sets and adjusts the rate or rates of interest to be paid on the Notes.
TAXES
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code. Accordingly, all interest credited to the Notes or paid in any taxable
year is reportable by the investor, and other account holders, as taxable income
for Federal income tax purposes. No part of the taxable interest is excludable
from taxable income.
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The December statement to the investor or other account holders from the
Agent Bank each year will state the full amount reportable as taxable income.
The Agent Bank also will file tax information returns as required by law. State
and local income taxes and related tax reporting also may be applicable.
Investors are individually responsible for complying with applicable Federal,
state and local tax laws and should consult their individual tax advisors
regarding any specific questions.
TERMINATION, SUSPENSION OR MODIFICATION
Ford Credit expects that Ford Money Market Account will continue in the
forseeable future, but reserves the right at any time to terminate, to suspend
or from time to time to modify the Plan in part, or in its entirety, or in
respect of categories of investors, including investors located in one or more
jurisdictions. Ford Credit may, in its discretion, temporarily suspend the
acceptance of new investments in Notes without such suspension constituting a
suspension or termination of the Plan. Any modification that affects the rights
or duties of the Trustee may be made only with the consent of the Trustee. No
termination, modification or suspension may affect the right of an investor to
redeem amounts credited to an account or diminish the amounts credited thereto
as of the effective date thereof.
RIGHTS NOT TRANSFERABLE
No right or interest in or to a Note or a Plan Account is assignable or
transferable in whole or in part except for redemptions and no attempted
assignment or transfer otherwise will be effective. Except for redemptions, and
except for the right to debit amounts credited in error to a Plan Account, no
right or interest of any investor in an account under the Plan shall be liable
for, or subject to, any obligation or liability of such investor.
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ADDITIONAL INFORMATION
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
franchisees 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, a wholly-owned
subsidiary of Ford Credit provides these financing services to other vehicle
dealers. More than 84% 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, a wholly-owned subsidiary of Ford Holdings.
Ford Credit also manages the insurance business of 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.
USE OF PROCEEDS
The net proceeds from the sale of the Notes 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 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 three months of 1995 and 1994 and each of the years
1990-1994:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31 YEARS ENDED DECEMBER 31
------------- ----------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ford Motor Credit Company................ 1.31 1.52 1.49 1.56 1.37 1.23 1.14
Ford Motor Company....................... 2.0 1.9 2.0 1.5 * ** 1.2
</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 includes 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
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<PAGE> 13
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 income/(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 and fixed charges. "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).
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by Ford Credit directly on its
behalf and no commissions will be paid. Ford Credit may from time to time
designate agents in certain jurisdictions through whom Notes may be offered.
Such agents shall receive no commissions but shall be reimbursed for certain
expenses incurred in connection with such efforts. Ford Credit has the sole
right to accept offers to purchase Notes and may reject any proposed purchase of
Notes in whole or in part.
LEGAL OPINIONS
The legality of the Notes offered hereby was passed upon for Ford Credit by
H.D. Smith, Esq., Secretary and Corporate Counsel of Ford Credit. Mr. Smith is a
full-time employe of Ford Credit and owns, and holds options to purchase, shares
of Common Stock of Ford.
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1994 10-K Report have been audited by Coopers & Lybrand L.L.P.
("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, given on their authority as experts in accounting and auditing, which
report includes an explanatory paragraph indicating Ford Credit changed its
methods of accounting for postretirement healthcare benefits and income taxes in
1992.
With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1995 and 1994, included in the First Quarter
10-Q Report, 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 report
included in the First Quarter 10-Q Report states that they did not audit and
they do not express an opinion on that interim financial information. The
accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their report 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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K(LOGO)
FORD MONEY MARKET ACCOUNT
J U N E
1 9 9 5
1531-R
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
PLAN SUMMARY
General............................... 3
Interest Rate Information............. 3
How to Invest......................... 4
How to Redeem Investments............. 6
Description of Notes.................. 8
Agent Bank and Administration......... 10
Taxes................................. 10
Termination, Suspension or
Modification....................... 11
Rights Not Transferable............... 11
ADDITIONAL INFORMATION
Information Concerning Ford Credit.... 12
Use of Proceeds....................... 12
Ratio of Earnings to Fixed Charges.... 12
Plan of Distribution.................. 13
Legal Opinions........................ 13
Experts............................... 13
</TABLE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FORD CREDIT OR
FORD MOTOR COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SINCE ITS DATE.
