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) June 9, 1997
----------------
FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
- ----------------------- ----------------------- -------------------
(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification No.)
The American Road, Dearborn, Michigan 48121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000<PAGE>
<PAGE 2>
ITEM 5. Other Events.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered Debt Securities ("Debt Securities") pursuant to Registration
Statement No. 33-64263. 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 Company has created a series of Debt Securities
for issuance under an Indenture dated as of August 1, 1994, between the
Company and First Union National Bank (formerly First Fidelity Bank, National
Association) (the "Indenture") in the aggregate principal amount of
$1,000,000,000. Such series has been designated as the Company's 7.20%
Notes due June 15, 2007 (the "Notes"). The entire issue of the Notes
will be represented by five Global Securities, each in the aggregate
principal amount of $200,000,000 (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 this Report.
relating to Ford Motor Credit
Company's 7.20% Notes due
June 15, 2007.
Exhibit 4.2 Form of Definitive Note relating Filed with this Report.
to Ford Motor Credit Company's
7.20% Notes due June 15, 2007.
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.
<PAGE>
SIGNATURE
<Page 3>
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: June 9, 1997 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 7.20% Notes due
June 15, 2007.
Exhibit 4.2 Form of Definitive Note relating
to Ford Motor Credit Company's
7.20% Notes due June 15, 2007.
Exhibit 8.1 Opinion of Shearman & Sterling.
Exhibit 8.2 Opinion of Sullivan & Cromwell.
Exhibit 23.1 Consent of Shearman & Sterling
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell
is contained in their opinion set
forth in Exhibit 8.2.
<PAGE>
[FORM OF GLOBAL SECURITY] EXHIBIT 4.1
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
$200,000,000
R1 CUSIP 345397 RR 6
7.20% Notes due June 15, 2007
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 TWO HUNDRED MILLION DOLLARS
($200,000,000) on June 15, 2007, and to pay interest thereon from
June 11, 1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing December 15, 1997, at the rate of
7.20% 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 fifteenth day (whether
or not a Business Day) 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
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 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 Union National Bank (formerly 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 $200,000,000
aggregate principal amount of the Company's 7.20% Notes due June 15,
2007, limited in aggregate principal amount to $1,000,000,000.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Securities of this series such
additional amounts as are necessary in order that the net payment by the
Company or a Paying Agent of the principal of and interest thereon in respect
of any beneficial owner thereof who is a non-United States person, after
deduction for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less
than the amount provided in the Securities of this series in respect of such
beneficial owner, to be then due and payable; provided, however, that the
foregoing obligation to pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the beneficial owner of any portion
of the Securities of this series, or a fiduciary, settlor,
beneficiary, member or shareholder of such beneficial owner if such
beneficial owner is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered by a
fiduciary holder, being considered as:
(a) being or having been present or engaged in trade or
business in the United States or having or having had a
permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen or resident
thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company or a
controlled foreign corporation with respect to the United States
or a corporation that has accumulated earnings to avoid United
States federal income tax; or
(d) being or having been a "10-percent shareholder" of the
Company as defined in section 871(h)(3) of the United States
Internal Revenue Code or any successor provision;
(2) to any beneficial owner of the Securities of this series
that is not the sole beneficial owner of any Security of this Series,
or portion thereof, or that is a fiduciary or partnership, but only
to the extent that a beneficiary or settlor with respect to the
fiduciary, beneficial owner or member of the partnership would not
have been entitled to the payment of an additional amount had the
beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the failure of a beneficial owner of
any portion of the Securities of this series or any other person to
comply with the certification, identification or information
reporting requirements concerning the nationality, residence,
identity or connection with the United States of the beneficial owner
of any portion of the Securities of this series, if compliance is
required by statute or by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from
the payment;
(5) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of
or interest on any Securities of this series, if such payment can be
made without such withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7).
The Securities of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation
applicable thereto. Except as specifically provided herein, the Company
shall not be required to make any payment with respect to any tax, assessment
or governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, official position regarding the application or
interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after June 4, 1997,
the Company becomes or will become obligated to pay additional amounts as
described above with respect to any Securities of this series or (b) any act
is taken by a taxing authority of the United States on or after June 4,
1997, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts with respect to any Securities
of this series, then the Company may, at its option, redeem, as a whole, but
not in part, all of the Securities of this series on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued thereon to the date fixed
for redemption, provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Securities of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by
a taxing authority of the Untied States results in a substantial probability
that it will or may be required to pay the additional amounts described above
and the Company shall have delivered to the Trustee a certificate, signed by
a duly authorized officer, stating that based on such opinion the Company is
entitled to redeem the Securities of this series pursuant to their terms.
As used herein, the term "United States" means the United States of
American (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and "non-United States person" means a person who
is not a United States person.
Notices with respect to the Securities of this series will be published
in newspapers in The City of New York, in London, and, so long as the
Securities of this series are listed on the Luxembourg Stock Exchange, in
Luxembourg, on the Hong Kong Stock Exchange, in Hong Kong, and on the
Singapore Stock Exchange, in Singapore. It is expected that publication will
be made in The City of New York in The Wall Street Journal, in London in the
<PAGE>
Financial Times, in Luxembourg in the Luxemburger Wort, in Hong Kong in the
South China Morning Post, and in Singapore in the Business Times. Any such
notice shall be deemed to have been given on the date of such publication or,
if published more than once, on the date of the first such publication.
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.
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
<PAGE>
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.
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: June 11, 1997 FORD MOTOR CREDIT COMPANY
By
-----------------------
Chairman of the Board
[CORPORATE SEAL]
By
------------------------
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 UNION NATIONAL BANK (formerly
FIRST FIDELITY BANK, NATIONAL ASSOCIATION),
As Trustee,
By
---------------------
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 $
7.20% Notes due June 15, 2007
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 June 15, 2007, and to pay interest thereon from June 11,
1997 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on June 15 and December 15 in each
year, commencing December 15, 1997, at the rate of 7.20% 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 15th day (whether or not a business day) 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 may 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 UNION NATIONAL BANK (formerly
First Fidelity Bank, National Association),
As Trustee,
By
------------------------------
Authorized Officer
[FORM OF REVERSE OF NOTE]
FORD MOTOR CREDIT COMPANY
7.20% Notes due June 15, 2007
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 Union National Bank, formerly 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 $1,000,000,000.
<PAGE>
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Securities of this series such
additional amounts as are necessary in order that the net payment by the
Company or a Paying Agent of the principal of and interest thereon in respect
of any beneficial owner thereof who is a non-United States person, after
deduction for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less
than the amount provided in the Securities of this series in respect of such
beneficial owner, to be then due and payable; provided, however, that the
foregoing obligation to pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the beneficial owner of any portion
of the Securities of this series, or a fiduciary, settlor,
beneficiary, member or shareholder of such beneficial owner if such
beneficial owner is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered by a
fiduciary holder, being considered as:
(a) being or having been present or engaged in trade or
business in the United States or having or having had a
permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen or resident
thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company or a
controlled foreign corporation with respect to the United States
or a corporation that has accumulated earnings to avoid United
States federal income tax; or
(d) being or having been a "10-percent shareholder" of the
Company as defined in section 871(h)(3) of the United States
Internal Revenue Code or any successor provision;
(2) to any beneficial owner of the Securities of this series
that is not the sole beneficial owner of any Security of this Series,
or portion thereof, or that is a fiduciary or partnership, but only
to the extent that a beneficiary or settlor with respect to the
fiduciary, beneficial owner or member of the partnership would not
have been entitled to the payment of an additional amount had the
beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the failure of a beneficial owner of
any portion of the Securities of this series or any other person to
comply with the certification, identification or information
reporting requirements concerning the nationality, residence,
identity or connection with the United States of the beneficial owner
of any portion of the Securities of this series, if compliance is
required by statute or by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from
the payment;
(5) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of
or interest on any Securities of this series, if such payment can be
made without such withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7).
The Securities of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation
applicable thereto. Except as specifically provided herein, the Company
shall not be required to make any payment with respect to any tax, assessment
or governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, official position regarding the application or
interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after June 4, 1997,
the Company becomes or will become obligated to pay additional amounts as
described above with respect to any Securities of this series or (b) any act
is taken by a taxing authority of the United States on or after June 4,
1997, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts with respect to any Securities
of this series, then the Company may, at its option, redeem, as a whole, but
not in part, all of the Securities of this series on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued thereon to the date fixed
for redemption, provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Securities of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by
a taxing authority of the Untied States results in a substantial probability
that it will or may be required to pay the additional amounts described above
and the Company shall have delivered to the Trustee a certificate, signed by
a duly authorized officer, stating that based on such opinion the Company is
entitled to redeem the Securities of this series pursuant to their terms.
As used herein, the term "United States" means the United States of
American (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and "non-United States person" means a person who
is not a United States person.
Notices with respect to the Securities of this series will be published
in newspapers in The City of New York, in London, and, so long as the
Securities of this series are listed on the Luxembourg Stock Exchange, in
Luxembourg, on the Hong Kong Stock Exchange, in Hong Kong, and on the
Singapore Stock Exchange, in Singapore. It is expected that publication will
be made in The City of New York in The Wall Street Journal, in London in the
Financial Times, in Luxembourg in the Luxemburger Wort, in Hong Kong in the
South China Morning Post, and in Singapore in the Business Times. Any such
notice shall be deemed to have been given on the date of such publication or,
if published more than once, on the date of the first such publication.
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.
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.
<PAGE>
EXHIBIT 8.1
[SHEARMAN & STERLING LETTERHEAD]
June 11, 1997
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Credit
Company, a Delaware corporation, of $1,000,000,000 principal
amount of 7.20% Notes due June 15, 2007, we hereby consent
to the use of our name and confirm to you our tax advice as set
forth under the heading "United States Taxation of Non-United
States Persons" in the Prospectus Supplement dated June 4, 1997
relating to registration statement No. 33-64263, to which
registration statement this consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
<PAGE>
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
June 11, 1997
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 issuance by the Company of
U.S. $1,000,000,000 aggregate principal amount of its 7.20%
Notes due June 15, 2007, we hereby confirm to you our opinion
as set forth under the heading "United States Taxation of Non-
United States Persons" in the Prospectus Supplement dated
June 4, 1997 for the Notes.
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 of Non-United States
Persons" 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
