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) October 24, 1996
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FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
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(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) 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.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered $5,000,000,000 principal amount of its Debt Securities ("Debt
Securities") pursuant to Registration Statement No. 33-64237. The Debt
Securities were registered on Form S-3 to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933. The
Debt Securities are to be issued under an Indenture dated as of February 1,
1985, as supplemented, between the Company and The Chase Manhattan Bank
(formerly Chemical Bank), as Trustee.
The Company has created a series of Debt Securities under such
Indenture, as supplemented, in an aggregate principal amount of up to
$5,000,000,000, designated as the Company's Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue (the "Notes"). The opinions and
consents of Sullivan & Cromwell and Shearman & Sterling consenting to the use
of their names in the Prospectus relating to the Notes are being filed as
exhibits to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS
DESIGNATION DESCRIPTION METHOD OF FILING
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Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report.
Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report.
Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.2.
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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: October 25, 1996 By:/s/R. P. Conrad
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R. P. Conrad
Assistant Secretary
EXHIBIT INDEX
DESIGNATION DESCRIPTION METHOD OF FILING
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Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report.
Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report.
Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.2.
EXHIBIT 8.1
[SHEARMAN & STERLING LETTERHEAD]
October 24, 1996
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the registration by Ford Motor Credit
Company, a Delaware corporation (the "Company"), of up to
$5,000,000,000 aggregate principal amount of the Company's debt
securities to be designated as Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue, we hereby consent to the
use of our name and confirm to you our advice as set forth under
the heading "United States Taxation" in the Prospectus Supplement
contained in registration statement No. 33-64237, to which this
consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
October 24, 1996
Ford Motor Credit Company,
The American Road,
Dearborn, Michigan 48121.
Ladies and Gentlemen:
As special tax counsel to Ford Motor Credit Company (the
"Company") in connection with the proposed sale by the Company of
up to $5,000,000,000 principal amount of Debt Securities to be
designated as Medium-Term Notes Due from 9 Months to 30 Years
from Date of Issue, we hereby confirm to you our opinion as set
forth under the heading "United States Taxation" in the
Prospectus Supplement covering such notes relating to the
Company's Registration Statement on Form S-3 (33-64237).
We hereby consent to the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the
Company's current report on Form 8-K and the reference to us
under the heading "United States Taxation" in the Prospectus
Supplement. By giving the foregoing consent we do not admit that
we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell
