SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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) February 17, 1995
FORD MOTOR CREDIT COMPANY
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(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE 1-6368 38-1612444
- ------------------------ ----------------------- -------------
(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
<PAGE>
ITEM 5. OTHER EVENTS
Ford Motor Credit Company, a Delaware corporation (the
"Company"), has registered Debt Securities ("Debt Securities")
pursuant to Registration Statement No. 33-55237. The Debt
Securities were registered on Form S-3 to be offered on a delayed
or continuous basis pursuant to Rule 4l5 under the Securities Act
of 1933. The Company has created a series of Debt Securities for
issuance under an Indenture dated as of August 1, 1994, between
the Company and First Fidelity Bank, National Association ("the
Indenture") in the aggregate principal amount of $500,000,000.
Such series has been designated as the Company's 8.20% Notes due
February 15, 2002 (the "Notes"). The entire issue of the Notes
will be represented by four Global Securities, three, each in the
aggregate principal amount of $150,000,000 and one in the
aggregate principal amount of $50,000,000 (the "Global
Securities") except that in certain circumstances as provided in
such Indenture, the Global Securities will be exchanged for Notes
in definitive form (the "Definitive Notes"). Copies of the form
of specimen Global Security and form of Definitive Note are being
filed as exhibits to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBITS
DESIGNATION DESCRIPTION METHOD OF FILING
- ----------- ----------- ----------------
Exhibit 4.1 Form of specimen Global Security Filed with
relating to Ford Motor Credit this Report
Company's 8.20% Notes
due February 15, 2002.
Exhibit 4.2 Form of specimen Definitive Note Filed with
relating to Ford Motor Credit this Report
Company's 8.20% Notes
due February 15, 2002.
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: February 17, 1995 By: /s/ R. P. Conrad
------------------------
R. P. Conrad
Assistant Secretary
<PAGE>
EXHIBIT INDEX
DESIGNATION DESCRIPTION
Exhibit 4.1 Form of specimen Global Security
relating to Ford Motor Credit
Company's 8.20% Notes due
February 15, 2002.
Exhibit 4.2 Form of Definitive Note relating
to Ford Motor Credit Company's
8.20% Notes due February 15, 2002.
EXHIBIT 4.1
[FORM OF GLOBAL SECURITY]
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.05 OF THE INDENTURE, THIS
SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York Corporation ("DTC"), to
Issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL insomuch as the registered owner
hereof, Cede & Co., has an interest herein.
FORD MOTOR CREDIT COMPANY
$150,000,000
R1 CUSIP 345397 HM8
8.20% Notes due February 15, 2002
FORD MOTOR CREDIT COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal
sum of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on February 15,
2002, and to pay interest thereon from February 24, 1995 or from the
most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 15 and August 15 in each
year, commencing August 15, 1995, at the rate of 8.20% per annum,
until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the February
1 or August 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder hereof on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to the
Holder hereof not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture.<PAGE>
Payment of the principal of and any interest on this Security
will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New
York, or the City of Chicago, the State of Illinois, in such coin or
currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts and in
immediately available funds; provided, however, that at the option
of the Company, payment of interest may be made by wire transfer of
immediately available funds to an account of the Person entitled
thereto as such account shall be provided to the Security Registrar
and shall appear in the Security Register.
This Security is one of the duly authorized securities of the
Company (herein called the "Securities") issued and to be issued in
one or more series under an Indenture dated as of August 1, 1994
(the "Indenture"), between the Company and First Fidelity Bank, National
Association, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to
the series of Securities represented hereby), to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is a Global
Security representing $150,000,000 aggregate principal amount of the
Company's 8.20% Notes due February 15, 2002, limited in aggregate
principal amount to $500,000,000.
This Global Security is not subject to redemption.
If an Event of Default with respect to this Global Security
shall occur and be continuing, the principal hereof may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of 66 2/3% in principal amount of the Outstanding Securities of each
series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of each series, on behalf of the
Holders of all Outstanding Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Global Security
shall be conclusive and binding upon such Holder and upon all future
Holders of this Global Security and of any Global Security issued
upon the registration of transfer hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Global
Security. <PAGE>
No reference herein to the Indenture and no provision of this
Global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to
pay the amount of principal of and interest on this Global Security
herein provided, and at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, particularly the limitation set forth in Section
2.05(b) of the Indenture, the transfer of this Global Security is
registrable in the Security Register, upon surrender of this Global
Security for registration of transfer at the office or agency of the
Company in any place where the principal of and interest on this
Global Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon a new Global
Security of this series for the same aggregate principal amount will
be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of
transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Global Security for
registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name this
Global Security is registered as the owner hereof for all purposes,
whether or not this Global Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
Upon the occurrence of an event described in Section 2.05 (c)
of the Indenture, the Holder hereof shall surrender this Global
Security to the Trustee for cancellation whereupon, in accordance
with said Section 2.05 (c), the Company will execute and the Trustee
will authenticate and deliver Securities of this series in definitive
registered form without coupons, in denominations of $1,000 and any
integral multiple thereof, and in an aggregate principal amount equal
to the principal amount of this Global Security in exchange for this
Global Security.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Global Security
shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose. <PAGE>
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this
instrument to be signed by its Chairman of the Board, or its
President, or one of its Vice Presidents, and by its Treasurer or one
of its Assistant Treasurers, manually or in facsimile, and its
corporate seal to be imprinted hereon.
Dated: February 24, 1995 FORD MOTOR CREDIT COMPANY
By Specimen
------------------------
Chairman of the Board
[CORPORATE SEAL]
By Specimen
------------------------
Treasurer
Attest:
Assistant Secretary <PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Security of the series designated therein
referred to in the within-mentioned Indenture.
FIRST FIDELITY BANK,
NATIONAL ASSOCIATION, As Trustee,
By Specimen
---------------------
Authorized Officer <PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- ------------------------------------------------------------------
the within Global Security, and all rights thereunder, hereby
irrevocably constituting and appointing
- ------------------------------------------------------------------
- -attorney to transfer said Global Security on the books of the
Company, with full power of substitution in the premises.
Dated: --------------------------------
NOTE: The signature to this assignment must correspond with
the name as written upon the face of the within Global Security in
every particular without alteration or enlargement or any change
whatsoever and must be guaranteed by a commercial bank or trust
company having its principal office or correspondent in The City of
New York or by a member of the New York Stock Exchange.
EXHIBIT 4.2
[FORM OF FACE OF NOTE]
NO. FORD MOTOR CREDIT COMPANY $
8.20% Notes due February 15, 2002
FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ----------------,
or registered assigns, the principal sum of ---------------------------------
DOLLARS on February 15, 2002, and to pay interest thereon from February 24,
1995 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 15 and August 15 in each
year, commencing August 15, 1995, at the rate of 8.20% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall
be the February 1 or August 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to the Holders of Securities of this series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as
maya be required by such exchange, all as more fully provided in the
Indenture.
Payment of the principal of and any interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City and State of New York, or the City of
Philadelphia, the Commonwealth of Pennsylvania, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company, payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this instrument
to be signed by its Chairman of the Board, or its President, or one of its
Vice Presidents, and by its Treasurer or one of its Assistant Treasurers,
manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
Dated: FORD MOTOR CREDIT COMPANY
By
[CORPORATE SEAL] By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
First Fidelity Bank, National Association,
As Trustee,
By
------------------------------
Authorized Officer
[FORM OF REVERSE OF NOTE]
FORD MOTOR CREDIT COMPANY
8.20% Notes due February 15, 2002
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or
more series under an Indenture dated as of August 1, 1994 (the "Indenture"),
between the Company and First Fidelity Bank, National Association, Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture with respect to the series of which this Security is a part),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is one of the Securities of
the series designated on the face hereof, limited in aggregate principal
amount to $500,000,000.
<PAGE>
The Securities of this series are not subject to redemption.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal
amount of the Outstanding Securities of each series, on behalf of the Holders
of all Outstanding Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the amount of principal of and
interest on this Security herein provided, and at the times, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
<PAGE>
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of different authorized
denominations as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
