<PAGE> 1
Rule 424(b)(5)
Registration Statement No. 333-50611
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 1, 1998
[FORD LOGO]
$25,000,000
FORD MOTOR CREDIT COMPANY
Floating Rate Notes due November 3, 2078
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Ford Credit will pay interest on the Notes at a floating rate of Three
Month LIBOR minus 21 basis points (0.21%). Interest will be paid on each
February 3, May 3, August 3 and November 3, beginning February 3, 1999. Ford
Credit may redeem all or any portion of the outstanding Notes on or after
November 3, 2028 at the Redemption Prices listed on page S-4 of this Prospectus
Supplement. Any holder of the Notes may require Ford Credit to repurchase all or
any part of the Notes owned by the holder on November 3, 2008 and at three-year
intervals thereafter at the Repayment Prices listed on page S-4 of this
Prospectus Supplement. In addition, Ford Credit will have the right to shorten
the maturity of the Notes or redeem the Notes if a Tax Event occurs.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----
<S> <C> <C>
Initial public offering price............................... 100% $25,000,000
Underwriting discounts and commissions...................... 1.00% $ 250,000
Proceeds, before expenses, to Ford Credit................... 99.00% $24,750,000
</TABLE>
The initial public offering price set forth above does not include accrued
interest. Interest on the Notes will accrue from November 4, 1998 and must be
paid by the purchaser if the Notes are delivered after November 4, 1998.
------------------------
The Underwriters expect to deliver the Notes in book-entry form only
through the facilities of The Depositary Trust Company against payments in New
York, New York on November 4, 1998.
GOLDMAN, SACHS & CO.
Prospectus Supplement dated October 30, 1998.
<PAGE> 2
DESCRIPTION OF NOTES
GENERAL
This description of the terms of the Notes adds information to the
description of the general terms and provisions of Debt Securities in the
Prospectus. If this summary differs in any way from the summary in the
Prospectus, you should rely on this Summary. The Notes are part of the Debt
Securities registered by Ford Motor Credit Company ("Ford Credit") in May 1998
to be issued on terms to be determined at the time of sale. In addition to the
Notes offered here, Debt Securities in the amount of approximately
$2,726,000,000 have already been sold.
The Notes will be limited to $25,000,000 aggregate principal amount. The
Notes will be unsecured senior debt of Ford Credit and will mature on November
3, 2078 unless redeemed earlier at the option of Ford Credit or repaid earlier
and the option of the holder as provided below. The Notes are expected to settle
on or about November 4, 1998.
INTEREST
The Notes will bear interest from November 4, 1998 at a floating rate
determined in the manner provided below, payable on February 3, May 3, August 3
and November 3 of each year (each such day an "Interest Payment Date"),
beginning February 3, 1999. Ford Credit will pay interest to the persons in
whose name the Notes are registered at the close of business on the 15th day
preceding the respective Interest Payment Date, subject to certain exceptions.
The per annum interest rate on the Notes (the "Interest Rate") in effect
for each day of an Interest Period (as defined below) will be equal to the Three
Month LIBOR Rate minus 21 basis points (0.21%). The Interest Rate for each
Interest Period will be set on November 4, 1998 and on the 3rd day of the months
of each February, May, August and November thereafter (each such date an
"Interest Reset Date") until the principal on the Notes is paid or made
available for payment (the "Principal Payment Date"). If any Interest Reset Date
(other than the initial Interest Reset Date occurring on November 4, 1998) and
Interest Payment Date would otherwise be a day that is not a LIBOR Business Day,
such Interest Reset Date and Interest Payment Date shall be the next succeeding
LIBOR Business Day, unless the next succeeding LIBOR Business Day is in the next
succeeding calendar month, in which case such Interest Reset Date and Interest
Payment Date shall be the immediately preceding LIBOR Business Day. "LIBOR
Business Day" means any day that is not a Saturday or Sunday and that, in the
City of New York or the City of London, is not a day on which banking
institutions are generally authorized or obligated by law to close. "Interest
Period" shall mean the period from and including an Interest Reset Date to but
excluding the next succeeding Interest Reset Date and, in the case of the last
such period, from and including the Interest Reset Date immediately preceding
the Principal Payment Date to but not including the Principal Payment Date. If
the Principal Payment Date is not a LIBOR Business Day, then the principal
amount of the Notes plus accrued and unpaid interest thereon shall be paid on
the next succeeding Business Day and no interest shall accrue for the Principal
Payment Date or any day thereafter. "Business Day" shall mean any day that is
not a Saturday or Sunday and that, in the City of New York, is not a day on
which banking institutions are generally authorized or obligated by law to
close.
The "Three Month LIBOR Rate" shall mean the rate determined in accordance
with the following provisions:
(i) On the second day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market preceding each Interest Reset
Date (each such date an "Interest Determination Date"), The Chase Manhattan
Bank (the "Reference Agent"), as agent for Ford Credit, will determine the
Three Month LIBOR Rate which shall be the rate for deposits in U.S. dollars
having a three-month maturity which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such Interest Determination Date. "Telerate
Page 3750" means the display
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page so designated on the Dow Jones Markets Limited (or such other page as
may replace that page on that service or such other service or services as
may be nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits). If the
Three Month LIBOR Rate on such Interest Determination Date does not appear
on the Telerate Page 3750, such Three Month LIBOR Rate will be determined
as described in (ii) below.
(ii) With respect to an Interest Determination Date for which the
Three Month LIBOR Rate does not appear on the Telerate Page 3750 as
specified in (i) above, the Three Month LIBOR Rate will be determined on
the basis of the rates at which deposits in U.S. dollars are offered by
four major banks in the London interbank market selected by the Reference
Agent (the "Reference Banks") at approximately 11:00 a.m., London time, on
such Interest Determination Date to prime banks in the London interbank
market having a three-month maturity and in a principal amount equal to an
amount of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The Reference Agent will request
the principal London office of each of such Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the
Three Month LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one hundred-
thousandth of a percentage point, with 5 one-millionths of a percentage
point rounded upwards) of such quotations. If fewer than two quotations are
provided, the Three Month LIBOR Rate on such Interest Determination Date
will be the arithmetic mean (rounded upwards, if necessary, to the nearest
one hundred-thousandth of a percentage point, with 5 one-millionths of a
percentage point rounded upwards) of the rates quoted by three major banks
in New York City selected by the Reference Agent at approximately 11:00
a.m., New York City time, on such Interest Determination Date for loans in
U.S. dollars to leading European banks, having a three-month maturity and
in a principal amount equal to an amount of not less than U.S. $1,000,000
that is representative for a single transaction in such market at such
time; provided, however, that if the banks in New York City selected as
aforesaid by the Reference Agent are not quoting as mentioned in this
sentence, the Interest Rate for the Interest Period commencing on the
Interest Reset Date following such Interest Determination Date will be the
Interest Rate in effect on such Interest Determination Date.
The amount of interest for each day that the Note is outstanding (the
"Daily Interest Amount") will be calculated by dividing the Interest Rate in
effect for such day by 360 and multiplying the result by the principal amount of
the Note. The amount of interest to be paid on the Note for any Interest Period
will be calculated by adding the Daily Interest Amounts for each day in such
Interest Period.
The Interest Rate on the Notes will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application.
The Interest Rate and amount of interest to be paid on the Notes for each
Interest Period will be determined by the Reference Agent. All calculations made
by the Reference Agent shall in the absence of manifest error be conclusive for
all purposes and binding on Ford Credit and the holders of the Notes. So long as
the Three Month LIBOR Rate is required to be determined with respect to the
Notes, there will at all times be a Reference Agent. In the event that any then
acting Reference Agent shall be unable or unwilling to act, or that such
Reference Agent shall fail duly to establish the Three Month LIBOR Rate for any
Interest Period, or that Ford Credit proposes to remove such Reference Agent,
Ford Credit shall appoint itself or another person which is a bank, trust
company, investment banking firm or other financial institution to act as the
Reference Agent.
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REPAYMENT AT OPTION OF HOLDER
The Notes will be subject to repayment, in whole or in part, on the
Interest Payment Dates set forth below (each a "Repayment Date"), at the option
of the holder, at the following Repayment Prices (expressed as percentages of
principal amount):
<TABLE>
<CAPTION>
REPAYMENT
REPAYMENT DATE PRICE
- -------------- ---------
<S> <C>
November 3, 2008............................................ 99.00%
November 3, 2011............................................ 99.25
November 3, 2014............................................ 99.50
November 3, 2017............................................ 99.75
November 3, 2020 and on November 3 of every third year
thereafter from November 3, 2023 until maturity........... 100.00%
</TABLE>
together in each case with accrued interest to the applicable Repayment Date
(subject to the right of holder of record on the relevant record dates to
receive interest due on an Interest Payment Date). If any Repayment Date is not
a Business Day, such repayment shall occur on the next succeeding Business Day,
and no interest shall accrue for the period after such Repayment Date.
In order for a Note to be repaid, Ford Credit must receive written notice
of the holder's exercise of such option at the office or agency of the Trustee
in The City of New York or at the Corporate Trust Office of the Trustee, in each
case at least 30 days but not more than 60 days prior to the applicable
Repayment Date. The form of such notice shall be available at the offices or
agencies referred to above, and shall contain such information as Ford Credit
may reasonably request in order to repay the Note.
REDEMPTION AT OPTION OF FORD CREDIT
Except as provided under "Conditional Right to Shorten Maturity and Tax
Event Redemption", the Notes may not be redeemed by Ford Credit before November
3, 2028. On and after such date (each such date a "Redemption Date") the Notes
may be redeemed, as a whole or from time to time in part, at the option of Ford
Credit, on not less than 30 nor more than 60 days prior notice given in the
manner provided in the Indenture, at the Redemption Prices set forth below
(expressed in percentages of principal amount) if redeemed during the 12-month
period beginning November 3 in any of the following years:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
- ---- ----------------
<S> <C>
2028........................... 105.00%
2029........................... 104.50
2030........................... 104.00
2031........................... 103.50
2032........................... 103.00
</TABLE>
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
- ---- ----------------
<S> <C>
2033........................... 102.50%
2034........................... 102.00
2035........................... 101.50
2036........................... 101.00
2037........................... 100.50
</TABLE>
and thereafter at 100.00% of the principal amount, together in each case with
accrued interest to the Redemption Date (subject to the right of holders of
record on the relevant record dates to receive interest due on an Interest
Payment Date). If any Redemption Date is not a Business Day, such redemption
shall occur on the next succeeding Business Day, and no interest shall accrue
for the period after such Redemption Date.
CONDITIONAL RIGHT TO SHORTEN MATURITY AND TAX EVENT REDEMPTION
Ford Credit plans to deduct interest paid on the Notes for federal income
tax purposes. However, over the past two years, there have been proposed tax law
changes that, among other things, would prohibit an issuer from deducting
interest payments on debt instruments with a
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maturity of more than 40 years. The proposed tax law changes would have been
effective generally for instruments issued on or after the date of first
committee action, and were not intended to affect the tax characterization of
instruments described in the proposal and issued prior to the effective date as
debt or equity under current law. There can be no assurance, however, that
similar tax law changes affecting Ford Credit's ability to deduct interest paid
on the Notes will not be proposed and enacted in the future or that any such
changes would not have a retroactive effective date.
Shortening of Maturity. Upon the occurrence of a Tax Event (as defined
below), Ford Credit, without the consent of the holders of the Notes, will have
the right to shorten the maturity of the Notes to the minimum extent required,
in the opinion of nationally recognized independent tax counsel, such that,
after the shortening of the maturity, interest paid on the Notes will be
deductible for United States federal income tax purposes or, if such counsel is
unable to opine definitively as to such a minimum period, the minimum extent so
required as determined in good faith by the Board of Directors of Ford Credit,
after receipt of an opinion of such counsel regarding the applicable legal
standards. There can be no assurance that Ford Credit would not exercise its
right to shorten the maturity of the Notes upon the occurrence of such a Tax
Event and no assurance as to the period by which such maturity would be
shortened. In the event that Ford Credit elects to exercise its right to shorten
the maturity of the Notes on the occurrence of a Tax Event, Ford Credit will
mail a notice of shortened maturity to each holder of Notes by first-class mail
not more than 60 days after the occurrence of such Tax Event, stating the new
maturity date of the Notes. Such notice shall be effective immediately upon
mailing.
Ford Credit believes that the Notes should constitute indebtedness for
United States federal income tax purposes under current law and, in that case,
an exercise of its right to shorten the maturity of the Notes would not be a
taxable event to beneficial owners of Notes for such purposes. Purchasers of the
Notes should be aware, however, that Ford Credit's exercise of its right to
shorten the maturity of the Notes would be a taxable event for United States
federal income tax purposes to beneficial owners of Notes if the Notes are
treated as equity for such purposes before the maturity is shortened, assuming
that the Notes of shortened maturity are treated as debt for such purposes.
"Tax Event" means the receipt by Ford Credit at any time or from time to
time, of an opinion of nationally recognized independent tax counsel to the
effect that, as a result of (a) any amendment to, clarification of, or change
(including any announced prospective amendment, clarification or change) in any
law, or any regulation thereunder, of the United States, (b) any judicial
decision, official administrative pronouncement, ruling, regulatory procedure,
or regulation, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the foregoing,
an "Administrative or Judicial Action"), or (c) any amendment to, clarification
of, or change in any official position with respect to, or any interpretation
of, an Administrative or Judicial Action or a law or regulation of the United
States that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after October 30, 1998, there is
more than an insubstantial increase in the risk that interest paid by Ford
Credit on the Notes is not, or will not be, deductible, in whole or in part, by
Ford Credit for United States federal income tax purposes.
Tax Event Redemption. If a Tax Event occurs and in the opinion of
nationally recognized independent tax counsel, there would, notwithstanding any
shortening of the maturity of the Notes, be more than an insubstantial risk that
interest paid by Ford Credit on the Notes is not, or will not be, deductible, in
whole or in part, by Ford Credit for United States federal income tax purposes,
Ford Credit will have the right, within 90 days following the occurrence of such
Tax Event, to redeem the Notes in whole (but not in part), on not less than 30
or more than 60 days' notice mailed to holders thereof (the "Tax Redemption
Date"), at a tax redemption price equal to the greater of (i) 100% of the
principal amount of the Notes and (ii) the sum of the present values of the
remaining scheduled
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payments of principal and interest from the Tax Redemption Date to the
Redemption Date next succeeding the Tax Redemption Date, in each case discounted
to the Tax Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points,
together, in either case, with accrued interest on the principal amount being
redeemed to the Tax Redemption Date.
"Treasury Rate" means, with respect to any Tax Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such Tax Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Tax Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes based upon the maturity date in existence at the time the relevant
Tax Event occurred. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by Ford Credit.
"Comparable Treasury Price" means, with respect to any Tax Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding Tax Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or such successor release) is
not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Tax Redemption Date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third
business day preceding such Tax Redemption Date.
"Reference Treasury Dealer" means Goldman, Sachs & Co. and their respective
successors and two other nationally recognized investment banking firms that are
Primary Treasury Dealers specified from time to time by Ford Credit; provided,
however, that if the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), Ford Credit
shall substitute therefor another nationally recognized investment banking firm
that is a Primary Treasury Dealer.
If any Tax Redemption Date is not a Business Day, then such redemption date
shall occur on the next succeeding Business Day and no interest shall accrue for
the period after such Tax Redemption Date.
SAME-DAY SETTLEMENT AND PAYMENT
The Notes will be represented by a single Global Note registered in the
name of the Depository's nominee. Beneficial interests in the Global Note will
be shown on, and transfers thereof will be effected only through, records
maintained by the Depository and its participants. Except as described herein,
Notes in definitive form will not be issued. The Notes will trade in the
Depository's Same-Day Funds Settlement System until maturity, and initial
settlement and secondary market trading activity for the Notes will, therefore,
settle in immediately available funds. All payments of principal and interest
will be made by Ford Credit in immediately available funds.
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CERTAIN UNITED STATES TAX CONSIDERATIONS
Prospective purchasers of Notes are advised to consult their own tax
advisors with respect to tax matters relating to the Notes.
NOTES USED AS QUALIFIED REPLACEMENT PROPERTY
Prospective investors seeking to treat the Notes as "qualified replacement
property" for purposes of section 1042 of the Internal Revenue Code of 1986, as
amended (the "Code"), should be aware that section 1042 requires the issuer to
meet certain requirements in order for the Notes to constitute qualified
replacement property. In general, qualified replacement property is a security
issued by a domestic corporation that did not, for the taxable year preceding
the taxable year in which such security was purchased, have "passive investment
income" in excess of 25 percent of the gross receipts of such corporation for
such preceding taxable year (the "Passive Income Test"). For purposes of the
Passive Income Test, where the issuing corporation is in control of one or more
corporations or such issuing corporation is controlled by one or more other
corporations, all such corporations are treated as one corporation (the
"Affiliated Group") for the purpose of computing the amount of passive
investment income for purposes of section 1042. Ford Credit believes that less
than 25 percent of its Affiliated Group's gross receipts (which includes Ford
Motor Company and its controlled subsidiaries) is passive investment income for
the taxable year ending December 31, 1997. In making this determination, Ford
Credit has made certain assumptions and used procedures which it believes are
reasonable. However, the calculation and characterization of certain types of
income (as active or passive investment income) is not entirely clear as there
are no Treasury regulations or rulings promulgated by the Internal Revenue
Service (the "IRS") that explain the calculation and characterization of such
income in circumstances similar to those of Ford Credit's Affiliated Group. No
assurance can be given as to whether Ford Credit's Affiliated Group will
continue to meet the Passive Income Test. It is, in addition, possible that the
IRS may disagree with the manner in which Ford Credit has calculated the
Affiliated Group's gross receipts (including the characterization thereof) and
passive investment income and the conclusions reached herein.
UNDERWRITING
Ford Credit is selling the entire issue of the Notes to Goldman, Sachs &
Co. (the "Underwriters") under the terms of an Underwriting Agreement dated
October 16, 1998 and a Pricing Agreement dated October 30, 1998.
The Notes are new issues of securities with no established trading market.
Ford Credit cannot give any assurance as to the liquidity of any trading market
for the Notes.
The Underwriters initially propose to offer the Notes directly to the
public at the public offering prices set forth on the cover page. After the
initial offering of the Notes, the Underwriters may, from time to time, vary the
offering price and other selling terms.
The Underwriters have agreed that they will not offer, sell or deliver any
of the Notes, directly or indirectly, or distribute this Prospectus Supplement
or the accompanying Prospectus or any other offering material relating to the
Notes, in or from any jurisdiction except under circumstances that will result
in compliance with the applicable laws and regulations thereof and which will
not impose any obligations on Ford Credit except as set forth in the
Underwriting Agreement and the Pricing Agreement.
Ford Credit has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute payments which the Underwriters may be required to make in
respect of such liabilities.
In connection with the offering of the Notes, the Underwriters may engage
in transactions that stabilize, maintain or otherwise affect the prices of the
Notes. Specifically, the Underwriters may overallot in connection with the
offering of the Notes, creating a short position in the Notes for their
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own account. In addition, the Underwriters may bid for, and purchase, Notes in
the open market to cover short positions or to stabilize the price of the Notes.
Finally, the Underwriters may reclaim selling concessions allowed for
distributing the Notes in the offering, if the Underwriters repurchase
previously distributed Notes in transactions to cover short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market prices of the Notes above independent market levels. The
Underwriters are not required to engage in any of these activities and may end
any of these activities at any time.
Ford Credit estimates that it will incur approximately $100,000 in expenses
related to the offering of the Notes.
It is expected that delivery of the Notes will be made against payment
therefor on or about November 4, 1998, which is the third business day following
the date hereof (such settlement cycle being herein referred to as "T+3").
Purchasers of Notes should note that the ability to settle secondary market
trades of the Notes effected on the date of pricing and the next succeeding
business day may be affected by the T+3 settlement.
In the ordinary course of their respective businesses, the Underwriters and
their affiliates have engaged, and may in the future engage, in commercial
banking and/or investment banking transactions with Ford Credit and its
affiliates.
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FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
Ford Credit, in May 1998 and December 1997, respectively, registered with
the Securities and Exchange Commission $10,000,000,000 and $5,000,000,000
aggregate principal amount of its Debt Securities consisting of notes and/or
debentures denominated in United States dollars or any other currency or
currencies, to be offered from time to time in one or more series, on terms to
be determined at or prior to the time of sale. In addition to the
$10,000,000,000 principal amount of Debt Securities registered in May 1998
pursuant to the Registration Statement of which this Prospectus is a part, the
principal amount of Debt Securities covered by this Prospectus includes
$400,000,000 principal amount of Debt Securities registered in December 1997.
The Prospectus Supplement accompanying this Prospectus sets forth, with respect
to the particular series of Debt Securities for which this Prospectus and the
Prospectus Supplement are being delivered, the specific title, the aggregate
principal amount, the authorized denominations, the currencies of issue and
payment, the initial public offering price, the maturity, the interest rate or
rates (which may be either fixed or variable), if any and/or method of
determination thereof, the time of payment of any interest, any redemption,
extension or early repayment terms, any provision for sinking fund payments, the
net proceeds to Ford Credit, the form of Debt Securities and other specific
terms relating to such series of Debt Securities.
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to other purchasers or through
agents. See "Plan of Distribution". In addition, the Debt Securities may be sold
to dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to a particular series of Debt Securities who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). If any agents
of Ford Credit, or any underwriters, are involved in the sale of any Debt
Securities, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in the accompanying Prospectus
Supplement.
------------------------
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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 1, 1998.
<PAGE> 10
AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY ("FORD CREDIT") 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 OR IN THE
PROSPECTUS SUPPLEMENT, "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 CITICORP 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. THE COMMISSION MAINTAINS A WEB SITE
THAT CONTAINS REPORTS, PROXY AND INFORMATION STATEMENTS AND OTHER INFORMATION
REGARDING FORD AND FORD CREDIT (HTTP://WWW.SEC.GOV). 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,
AND, WITH RESPECT TO FORD CREDIT, ALSO AT THE OFFICES OF THE AMERICAN STOCK
EXCHANGE, INC., 86 TRINITY PLACE, NEW YORK, NEW YORK 10006, 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, the Prospectus Supplement and any Pricing Supplement do 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,
1997 (the "1997 10-K Report"), Ford Credit's Quarterly Report on Form 10-Q for
the period ended March 31, 1998 (the "First Quarter 10-Q Report") and Ford
Credit's Current Reports on Form 8-K dated January 12, 1998, February 3, 1998
(the "February 8-K Report"), February 11, 1998, March 30, 1998, April 16, 1998
and April 27, 1998 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.
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<PAGE> 11
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is an indirect
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 and its subsidiaries provide wholesale financing and capital
loans to Ford Motor Company retail dealerships and associated non-Ford
dealerships throughout the world, most of which are privately owned and
financed, and purchase 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 dealerships. In addition, subsidiaries of Ford
Credit provide these financing services in the United States, Europe, Canada and
Australia to non-Ford dealerships. A substantial majority of all new vehicles
financed by Ford Credit are manufactured by Ford and its affiliates. Ford Credit
also provides retail financing for used vehicles built by Ford and other
manufacturers. In addition to vehicle financing, Ford Credit makes loans to
affiliates of Ford and finances certain receivables of Ford and its
subsidiaries.
Ford Credit also conducts insurance operations through The American Road
Insurance Company ("American Road") and its subsidiaries in the United States
and Canada. American Road's business consists of extended service plan contracts
for new and used vehicles manufactured by affiliated and nonaffiliated
companies, primarily originating from Ford dealers, physical damage insurance
covering vehicles and equipment financed at wholesale by Ford Credit, and the
reinsurance of credit life and credit disability insurance for retail purchasers
of vehicles and equipment.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121, United States of America. The telephone number
of such offices is (313) 322-3000.
------------------------
INFORMATION CONCERNING FORD
Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the world's
largest producer of trucks and the second largest producer of cars and trucks
combined. Ford and its subsidiaries also engage in automotive-related
businesses, such as, financing and renting vehicles and manufacturing automotive
components and systems.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
The primary activities of the Financial Services segment consist of
financing operations, vehicle and equipment leasing and rental operations, and
insurance operations. These activities primarily are conducted through Ford's
subsidiaries, Ford Credit and The Hertz Corporation.
------------------------
THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
------------------------
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<PAGE> 12
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities 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.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of February 1, 1985, as supplemented from time to time (the
"Indenture"), between Ford Credit and The Chase Manhattan Bank ("Chase"),
Trustee. The term "Trustee", as used herein, shall mean Chase and, if at any
time there is more than one Trustee acting under the Indenture, the term
"Trustee" as used herein with respect to Indenture Securities (as defined below)
of any particular series shall mean the Trustee with respect to the Indenture
Securities of such series. The following statements with respect to the Debt
Securities are subject to the detailed provisions of the Indenture, the form of
which is filed as an exhibit to the Registration Statement. Parenthetical
references below are to the Indenture or the respective Forms of Security
contained therein and, whenever any particular provision of the Indenture or any
term used therein is referred to, such provision or term is incorporated by
reference as a part of the statement in connection with which such reference is
made, and the statement in connection with which such reference is made is
qualified in its entirety by such reference.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities and will be set forth in a filing with the Commission. Accordingly,
for a description of the terms of a particular series of Debt Securities,
reference must be made to the Prospectus Supplement relating to such series and
to the description of Debt Securities set forth in this Prospectus.
GENERAL
The Debt Securities offered hereby will be limited to $10,400,000,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by Ford Credit's Board of Directors. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting and the powers and trust obligations of each such Trustee as described
herein shall extend only to the one or more series of Indenture Securities for
which it is acting as Trustee. The effect of the provisions contemplating that
there might be more than one Trustee acting for different series of Indenture
Securities is that, in that event, those Indenture Securities (whether
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<PAGE> 13
of one or more than one series) for which each Trustee is acting would be
treated as if issued under a separate indenture.
The Prospectus Supplement which accompanies this Prospectus sets forth a
description of the particular series of Debt Securities being offered thereby,
including: (1) the designation or title of such Debt Securities; (2) the
aggregate principal amount of such Debt Securities; (3) the percentage of their
principal amount at which such Debt Securities will be offered; (4) the date or
dates on which the principal of such Debt Securities will be payable; (5) the
rate or rates (which may be either fixed or variable) and/or the method of
determination of such rate or rates at which such Debt Securities shall bear
interest, if any; (6) the date or dates from which any such interest shall
accrue, or the method of determination of such date or dates, and the date or
dates on which any such interest shall be payable; (7) the terms for redemption,
extension or early repayment of such Debt Securities, if any; (8) the
denominations in which such Debt Securities are authorized to be issued; (9) the
currencies in which such Debt Securities are issued or payable; (10) the
provisions for a sinking fund, if any; (11) any additional restrictive covenants
included for the benefit of the holders of such Debt Securities; (12) any
additional Event of Default with respect to such Debt Securities; (13) whether
such Debt Securities are issuable as a Global Security; and (14) any other term
or provision relating to such Debt Securities which is not inconsistent with the
provisions of the Indenture.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable thereto will be described in
the Prospectus Supplement relating to any such Debt Securities.
The Debt Securities will be unsecured obligations of Ford Credit and will
rank prior to all subordinated indebtedness of Ford Motor Credit Company (parent
company only) and pari passu with all other unsecured and unsubordinated
indebtedness of Ford Motor Credit Company (parent company only).
Except as otherwise provided in the Prospectus Supplement, principal,
premium, if any, and interest, if any, will be payable at an office or agency to
be maintained by Ford Credit in New York City, except that at the option of Ford
Credit interest may be paid by check mailed to the person entitled thereto.
(Form of Security and Sections 10.01 and 10.02).
Except as otherwise provided in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form without coupons and may
be presented for registration of transfer or exchange at the corporate trust
office of the Trustee. No service charge will be made for any transfer or
exchange of the Debt Securities, but Ford Credit may require payment of a sum to
cover any tax or other governmental charge payable in connection therewith.
(Section 3.05).
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise specified in the applicable Prospectus Supplement, each
series of Debt Securities will be issued in the form of one or more fully
registered Global Notes (the "Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depository")
and registered in the name of Cede & Co., the Depository's nominee. Except as
set forth below, the Global Notes may be transferred, in whole and not in part,
only to another nominee of the Depository or to a successor of the Depository or
its nominee.
The Depository has advised as follows: It is a limited-purpose trust
company which holds securities for its participating organizations (the
"Participants") and facilitates the settlement among Participants of securities
transactions in such securities through electronic book-entry changes in its
Participants' accounts. Participants include securities brokers and dealers
(including certain of the underwriters or agents), banks and trust companies,
clearing corporations and certain other organizations. Access to the
Depository's system is also available to others such as banks,
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<PAGE> 14
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own securities
held by the Depository only through Participants or indirect participants.
The Depository advises that its established procedures provide that (i)
upon issuance of the Debt Securities by Ford Credit the Depository will credit
the accounts of Participants designated by the underwriters or agents with the
principal amounts of the Debt Securities purchased by the underwriters or
through the agents, and (ii) ownership of interests in the Global Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository, the Participants and the indirect
participants. The laws of some states may require that certain persons take
physical delivery in definitive form of securities which they own. Consequently,
the ability to transfer beneficial interests in the Global Notes is limited to
such extent.
So long as a nominee of the Depository is the registered owner of the
Global Notes, such nominee for all purposes will be considered the sole owner or
holder of such Debt Securities under the Indenture. Except as provided below or
in the Prospectus Supplement, owners of beneficial interests in the Global Notes
will not be entitled to have Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities in
definitive form, and will not be considered the owners or holders thereof under
the Indenture.
Neither Ford Credit, the Trustee, any Paying Agent nor the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Principal and interest payments on the Debt Securities registered in the
name of the Depository's nominee will be made by the Trustee to the Depository.
Under the terms of the Indenture, Ford Credit and the Trustee will treat the
persons in whose names the Debt Securities are registered as the owners of such
Debt Securities for the purpose of receiving payment of principal and interest
on the Debt Securities and for all other purposes whatsoever. Therefore, neither
Ford Credit, the Trustee nor any Paying Agent has any direct responsibility or
liability for the payment of principal or interest on the Debt Securities to
owners of beneficial interests in the Global Notes. The Depository has advised
Ford Credit and the Trustee that its present practice is to credit the accounts
of the Participants on the appropriate payment date in accordance with their
respective holdings in principal amount of beneficial interests in the Global
Notes as shown on the records of the Depository, unless the Depository has
reason to believe that it will not receive payment on such payment date.
Payments by Participants and indirect participants to owners of beneficial
interests in the Global Notes will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of the Participants or indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by Ford Credit within 90
days, Ford Credit will issue Debt Securities in definitive form in exchange for
the Global Notes. In addition, Ford Credit may at any time determine not to have
a series of Debt Securities represented by Global Notes and, in such event, will
issue Debt Securities of such series in definitive form in exchange for the
Global Notes. In either instance, an owner of a beneficial interest in the
Global Notes will be entitled to have Debt Securities of such series equal in
principal amount to such beneficial interest registered in its name and will be
entitled to physical delivery of such Debt Securities in definitive form. Unless
otherwise specified in the Prospectus Supplement, Debt Securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
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<PAGE> 15
SUBSIDIARIES
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).
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien is 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 Indenture Securities equally and ratably
with (or prior to) the indebtedness secured by such Mortgage. This restriction
does not apply to Mortgages securing such indebtedness which shall not exceed $5
million in the aggregate at any one time outstanding and does 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 10.04).
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 Indenture
Securities 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 10.04 (see "Limitation on Liens" above) without equally and
ratably securing the Indenture Securities. (Section 8.03).
EVENTS OF DEFAULT AND NOTICE THEREOF
Except as may otherwise be provided in an indenture supplemental to the
Indenture, the following events in respect of a particular series of Indenture
Securities are defined in the Indenture as "Events of Default": (a) failure to
pay interest for 30 days after becoming due; (b) failure to pay the principal or
premium, if any, for five business days after becoming due at maturity, on
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenants for 90 days
after notice; and (e) certain events of bankruptcy, insolvency or
reorganization. (Section 5.01).
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of
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<PAGE> 16
the Indenture Securities outstanding of such series may declare the principal
amount (or, if the Indenture Securities of such series are Original Issue
Discount Securities (as defined in the indenture), such portion of the principal
amount as may be specified in the terms of such series) of all of the Indenture
Securities of such series to be due and payable immediately. At any time after
such a declaration of acceleration in respect of a particular series of
Indenture Securities has been made, but before a judgment or decree for the
payment of money due upon acceleration has been obtained by the Trustee, the
holders of a majority in aggregate principal amount of the Indenture Securities
outstanding of such series may, under certain circumstances, waive all defaults
and rescind and annul such declaration and its consequences if all Events of
Default in respect of the Indenture Securities of such series, other than the
non-payment of principal due solely by such declaration of acceleration, have
been cured or waived as provided in the Indenture. (Section 5.02).
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series 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 the
principal of, or premium, if any, on, or interest on any of the Indenture
Securities of such series, 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 holders of such series. (Section 6.01).
Pursuant to the terms of 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
respect of any series of Indenture Securities in the performance and observance
of the terms of the Indenture and, if Ford Credit is in default, specifying such
default and the nature thereof. (Section 10.05).
The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series 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. (Sections 5.12 and
5.13).
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of Ford
Credit and the rights of the holders of a particular series 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 Indenture Securities of such series then
outstanding; but no such modification may be made which would (i) extend the
fixed maturity of any Indenture Security of such series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, without the consent of the holder of each Indenture Security of such
series so affected; or (ii) reduce the above-stated percentage of Indenture
Securities of such series, the consent of the holders of which is required to
modify or alter the Indenture, without the consent of the holders of all
Indenture Securities of such series then outstanding. (Section 9.02).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.08). In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.09).
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CONCERNING CHASE
The Chase Manhattan Bank, Trustee under the Indenture, is also the trustee
under indentures covering a number of outstanding issues of notes and debentures
of Ford Credit, 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.
PLAN OF DISTRIBUTION
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to one or more other purchasers or
through agents.
The Prospectus Supplement sets forth the terms of the offering of the
particular series of Debt Securities to which such Prospectus Supplement
relates, including (i) the name or names of any underwriters or agents with whom
Ford Credit has entered into arrangements with respect to the sale of such
series of Debt Securities, (ii) the initial public offering or purchase price of
such series of Debt Securities, (iii) any underwriting discounts, commissions
and other items constituting underwriters' compensation from Ford Credit and any
other discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to Ford Credit, and (vi) the securities exchanges, if any, on which
such series of Debt Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities, the obligations of the underwriters to
purchase such series of Debt Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Debt
Securities will be obligated to purchase all of the Debt Securities of such
series allocated to it if any such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by Ford Credit directly or
through agents designated by Ford Credit from time to time. Unless otherwise
indicated in the Prospectus Supplement, any such agent or agents will be acting
on a best efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act, of the Debt
Securities so offered and sold. The Debt Securities also may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.
If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford Credit will authorize underwriters or agents to
solicit offers by certain institutions to purchase Debt Securities of such
series from Ford Credit pursuant to delayed delivery contracts providing for
payment and delivery at a future date. Such contracts will be subject only to
those conditions set forth in the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
Underwriters and agents may be entitled, under agreements entered into with
Ford Credit, to indemnification by Ford Credit against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed on for
Ford Credit by H. D. Smith, Esq., Secretary and Corporate Counsel of Ford
Credit, or other counsel satisfactory to any underwriters or agents, and for any
underwriters or agents by Shearman & Sterling, 599 Lexington Avenue, New York,
N.Y. Mr. Smith is a full-time employee of Ford Credit and owns
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<PAGE> 18
and holds options to purchase shares of Common Stock of Ford. Shearman &
Sterling have in the past provided, and may continue to provide, legal services
to Ford and its subsidiaries, including Ford Credit.
EXPERTS
The consolidated financial statements which are incorporated in this
Prospectus by reference to the 1997 10-K Report and the February 8-K Report have
been audited by Coopers & Lybrand L.L.P., 400 Renaissance Center, Detroit,
Michigan 48243, independent certified public accountants, to the extent
indicated in their reports therein, and have been so incorporated in reliance
upon the report of that firm, given on their authority as experts in accounting
and auditing.
With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1998 and 1997, 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 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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===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
------------------------
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of Notes................... S-2
Certain United States Tax
Considerations....................... S-7
Underwriting........................... S-7
Prospectus
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
Information Concerning Ford Credit..... 3
Information Concerning Ford............ 3
Use of Proceeds........................ 4
Description of Debt Securities......... 4
Plan of Distribution................... 9
Legal Opinions......................... 9
Experts................................ 10
</TABLE>
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$25,000,000
FORD MOTOR CREDIT COMPANY
Floating Rate Notes
due November 3, 2078
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[FORD LOGO]
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GOLDMAN, SACHS & CO.
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