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) April 27, 1998
----------------
FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
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(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification No.)
The American Road, Dearborn, Michigan 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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ITEM 5. Other Events.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered Debt Securities ("Debt Securities") pursuant to Registration
Statement No. 333-40477. 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 two 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"), designated as the Company's
6 1/8% Notes due April 28, 2003 in the aggregate principal amount of
$2,250,000,000 and Floating Rate Notes due April 28, 2005 in the aggregate
principal amount of $1,000,000,000 (together, the "Notes"). Each series of
the Notes will be represented by Global Securities (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 for each
series and form of Definitive Note for each series 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 6 1/8% Notes due
April 28, 2003.
Exhibit 4.2 Form of specimen Global Security Filed with this Report.
relating to Ford Motor Credit
Company's Floating Rate Notes due
April 28, 2005.
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>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: April 27, 1998 By:/s/R. P. Conrad
-----------------
R. P. Conrad
Assistant Secretary
EXHIBIT INDEX
Designation Description
- ----------- -----------
Exhibit 4.1 Form of specimen Global Security
relating to Ford Motor Credit
Company's 6 1/8% Notes due
April 28, 2003.
Exhibit 4.2 Form of specimen Global Security
relating to Ford Motor Credit
Company's Floating Rate Notes due
April 28, 2005.
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.
[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
$150,000,000
R1 CUSIP 345397 RW 5
6 1/8% Notes due April 28, 2003
FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) on April 28, 2003, unless earlier redeemed as herein provided,
and to pay interest thereon from April 28, 1998 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on April 28 and October 28 in each year, commencing October 28,
1998, at the rate of 6 1/8% 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 $150,000,000
aggregate principal amount of the Company's 6 1/8% Notes due April 28, 2003.
The Securities of the series of which this Global Security is a part, is
initially limited to $2,250,000,000 aggregate principal amount. The Company
may, without the consent of the Holder hereof, create and issue additional
securities ranking pari passu with the Securities of this series in all
respects and so that such additional securities shall be consolidated and
form a single series having the same terms as to status, redemption or
otherwise as the Securities initially issued. No additional securities may
be issued if an Event of Default has occurred.
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:
<PAGE>
(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;
<PAGE>
(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 April 21, 1998,
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 April 21,
1998, 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, 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 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.
<PAGE>
No service charge shall be made for any such registration of transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is
registered as the owner hereof for all purposes, whether or not this Global
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
Upon the occurrence of an event described in Section 2.05 (c) of the
Indenture, the Holder hereof shall surrender this Global Security to the
Trustee for cancellation whereupon, in accordance with said Section 2.05
(c), the Company will execute and the Trustee will authenticate and deliver
Securities of this series in definitive registered form without coupons, in
denominations of $1,000 and any integral multiple thereof, and in an
aggregate principal amount equal to the principal amount of this Global
Security in exchange for this Global Security.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Global Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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: April 28, 1998 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.
[FORM OF GLOBAL SECURITY] EXHIBIT 4.2
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 RX 3
Floating Rate Notes due April 28, 2005
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 April 28, 2005, unless earlier redeemed as herein
provided, and to pay interest thereon at a floating rate determined in the
manner set forth below, from April 28, 1998 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly on January 28, April 28, July 28 and October 28 in each year,
commencing July 28, 1998, until the principal hereof is paid or made
available for payment (each such date an "Interest Payment Date"). 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 Floating Rate Notes due April
28, 2005.
The Securities of the series of which this Global Security is a part, is
initially limited to $1,000,000,000 aggregate principal amount. The Company
may, without the consent of the Holder hereof, create and issue additional
securities ranking pari passu with the Securities of this series in all
respects (or in all respects except that the Interest Rate for the initial
Interest Period with respect to such additional securities will be the
Interest Rate set at the immediately preceding Interest Reset Date) and so
that such additional securities shall be consolidated and form a single
series having the same terms as to status, redemption or otherwise as the
Securities initially issued. No additional securities may be issued if an
Event of Default has occurred.
The per annum interest rate on this Security (the "Interest Rate") in
effect for each day of an Interest Period will be equal to the Three Month
LIBOR Rate plus 18.75 basis points (0.1875%). The Interest Rate for each
interest Period will be set on the 28th day of the months of January, April,
July and October, of each year commencing with April 28, 1998 ("each
such date an "Interest Reset Date") until the principal hereof 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 April
28, 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
<PAGE>
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 Stated Maturity
or Principal Payment Date, as the case may be, to but not including the
Stated Maturity or Principal Payment Date, as the case may be. If the
Principal Payment Date or Stated Maturity is not a Business Day, then
the principal amount of this Security plus accrued and unpaid interest
hereon shall be paid on the next succeeding Business Day and no interest
shall accrue for the Stated Maturity or 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 the Company, 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 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 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 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
<PAGE>
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 this Security 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 this Security. The amount of interest to be paid on this
Security for any Interest Period will be calculated by adding the Daily
Interest Amounts for each day in such Interest Period.
The Interest Rate on this Security 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 this Security for
each Interest Period will be determined by the Reference Agent. So long as
Securities of this series are listed on the Luxembourg Stock Exchange or the
Singapore Stock Exchange, the Interest Payment Date, the Interest Rate and
amount of interest to be paid on the Securities of this series for each
Interest Period will be communicated to each such Exchange by the Reference
Agent no later than the first day of the relevant Interest Period and
published as provided below. All calculations made by the Reference Agent
shall in the absence of manifest error be conclusive for all purposes and
binding on the Company and the holders of the Securities of this series. So
long as the Three Month LIBOR Rate is required to be determined with respect
to this Security, 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 the Company proposes to remove such
Reference Agent, the Company 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.
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:
<PAGE>
(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;
<PAGE>
(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 April 21, 1998,
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 April 21,
1998, 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.
<PAGE>
As used herein, the term "United States" means the United States of
America (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 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 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
<PAGE>
principal of and interest on this Global Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon a new Global
Security of this series for the same aggregate principal amount will be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is
registered as the owner hereof for all purposes, whether or not this Global
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
Upon the occurrence of an event described in Section 2.05 (c) of the
Indenture, the Holder hereof shall surrender this Global Security to the
Trustee for cancellation whereupon, in accordance with said Section 2.05
(c), the Company will execute and the Trustee will authenticate and deliver
Securities of this series in definitive registered form without coupons, in
denominations of $1,000 and any integral multiple thereof, and in an
aggregate principal amount equal to the principal amount of this Global
Security in exchange for this Global Security.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Global Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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: April 28, 1998 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.
[SHEARMAN & STERLING LETTERHEAD] EXHIBIT 8.1
April 28, 1998
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 $2,250,000,000 6 1/8% Notes due April 28, 2003 and
$1,000,000,000 Floating Rate Notes due April 28, 2005, 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 April 21, 1998 relating to registration
statement No. 333- 40477, to which registration statement this consent is
an exhibit.
Very truly yours,
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
April 27, 1998
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 Floating
Rate Notes due April 28, 2005 and the issuance by the Company of
U.S. $2,250,000,000 aggregate principal amount of its 6-1/8%
Notes due April 28, 2003, 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
April 21, 1998 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
