<PAGE> 1
REGISTRATION STATEMENT NO. 333-45015
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR CREDIT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-1612444
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121 (313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
R. P. CONRAD, ESQ.
FORD MOTOR CREDIT COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 594-7765
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT AGGREGATE AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
Ford Motor Credit Company Variable Denomination
Floating Rate
Demand Notes..................................... $2,000,000,000 100%* $1,000,000* $689,656.00
</TABLE>
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* Estimated solely for the purpose of determining the amount of the
registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS WHICH IS A PART OF THIS
REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO TO REGISTRATION
STATEMENT NOS. 2-96762, 33-18496, 33-24928 AND 33-62973, AND CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NOS. 2-96762, 33-18496,
33-24928 AND 33-62973.
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<PAGE> 2
[FORD LOGO]
FORD MOTOR CREDIT COMPANY
$4,000,000,000
VARIABLE DENOMINATION
FLOATING RATE DEMAND NOTES
OFFERED AS SET FORTH HEREIN PURSUANT TO
FORD MONEY MARKET ACCOUNT
------------------------
THE VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES (THE "NOTES") ARE
BEING ISSUED AND OFFERED BY FORD MOTOR CREDIT COMPANY ("FORD CREDIT") PURSUANT
TO THE FORD MONEY MARKET ACCOUNT PLAN (HEREINAFTER CALLED "FORD MONEY MARKET
ACCOUNT" OR THE "PLAN"). THE PLAN IS DESIGNED TO PROVIDE TO INVESTORS A
CONVENIENT MEANS OF INVESTING FUNDS DIRECTLY WITH FORD CREDIT. INVESTMENTS BY AN
INVESTOR PURSUANT TO THE PLAN WILL BE USED TO PURCHASE A NOTE, THE PRINCIPAL
AMOUNT OF WHICH WILL BE EQUAL TO THE AGGREGATE OF ALL INVESTMENTS BY THE
INVESTOR, TOGETHER WITH INTEREST ACCRUED THEREON, LESS THE AGGREGATE OF ANY
REDEMPTIONS, AND WILL BE CREDITED TO AN ACCOUNT (THE "PLAN ACCOUNT") ESTABLISHED
FOR THE INVESTOR BY THE AGENT BANK (AS HEREINAFTER DEFINED). SEE "DESCRIPTION OF
NOTES", "HOW TO INVEST" AND "AGENT BANK AND ADMINISTRATION" IN THE PLAN SUMMARY.
THE NOTES EARN INTEREST AT A FLOATING RATE PER ANNUM EQUAL TO THE MOST
RECENT SEVEN-DAY AVERAGE YIELD (NON-COMPOUNDED) FOR ALL TAXABLE MONEY FUNDS
REPORTED WEEKLY IN MONEY FUND REPORT(R) PLUS 1/4 OF ONE PERCENTAGE POINT (THE
"BASE RATE"). IN ADDITION, FORD CREDIT MAY FROM TIME TO TIME, AT ITS SOLE
DISCRETION, INCREASE THE RATE OF INTEREST PAYABLE ON THE NOTES BY ADDING TO THE
BASE RATE, AN INCREMENTAL PER ANNUM RATE (THE "INCREMENTAL RATE"). DIFFERENT
INCREMENTAL RATES MAY BE PAYABLE TO INVESTORS BASED ON THE PRINCIPAL AMOUNT
CREDITED TO THEIR PLAN ACCOUNTS, WITH LARGER ACCOUNTS RECEIVING A HIGHER
INCREMENTAL RATE. PAYMENT OF INCREMENTAL RATES MAY BE DISCONTINUED AT ANY TIME.
INTEREST PAYABLE ON NOTES WILL ACCRUE DAILY AND BE CREDITED TO EACH INVESTOR'S
PLAN ACCOUNT AS OF THE LAST DAY OF EACH CALENDAR MONTH. SEE "INTEREST RATE
INFORMATION" IN THE PLAN SUMMARY.
FOR CURRENT INTEREST RATE INFORMATION INVESTORS MAY CALL TOLL-FREE 800-462-2614
INFORMATION WITH RESPECT TO HOW TO INVEST IN NOTES AND HOW TO REDEEM NOTES
CAN BE FOUND UNDER "HOW TO INVEST" AND "HOW TO REDEEM INVESTMENTS" IN THE PLAN
SUMMARY. FURTHER INFORMATION ABOUT THE NOTES CAN BE FOUND UNDER "DESCRIPTION OF
NOTES" IN THE PLAN SUMMARY.
THE NOTES AND THE PLAN ACCOUNTS REPRESENTED THEREBY ARE NON-TRANSFERABLE.
FORD CREDIT RESERVES THE RIGHT TO WITHDRAW, CANCEL OR MODIFY THE OFFER MADE
HEREBY AT ANY TIME. FORD CREDIT MAY REJECT ANY OFFER TO PURCHASE NOTES IN WHOLE
OR IN PART. THE NOTES WILL RANK EQUALLY AND RATABLY WITH ALL OTHER UNSECURED AND
UNSUBORDINATED INDEBTEDNESS OF FORD CREDIT, OF WHICH $100.7 BILLION WAS
OUTSTANDING AT DECEMBER 31, 1997.
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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
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1998
<PAGE> 3
AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY ("FORD CREDIT") AND FORD MOTOR COMPANY ("FORD")
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 NORTHWEST ATRIUM 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 does 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,
1996 (the "1996 10-K Report"), Ford Credit's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997 (the "First Quarter 10-Q Report"), June 30,
1997 (the "Second Quarter 10-Q Report") and September 30, 1997 (the "Third
Quarter 10-Q Report") and Ford Credit's Current Reports on Form 8-K dated
January 29, 1997, February 12, 1997, February 19, 1997, February 26, 1997, April
18, 1997, June 9, 1997, July 16, 1997, September 8, 1997, October 8, 1997,
October 9, 1997, October 11, 1997, January 12, 1998, February 3, 1998 and
February 11, 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.
FORD CREDIT UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. WRITTEN OR TELEPHONIC REQUESTS FOR SUCH DOCUMENTS
SHOULD BE DIRECTED TO FORD MOTOR CREDIT COMPANY, THE AMERICAN ROAD, DEARBORN,
MICHIGAN 48121, ATTENTION: PUBLIC AFFAIRS DEPARTMENT (TELEPHONE 313-594-1096).
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2
<PAGE> 4
FORD MONEY MARKET ACCOUNT
PLAN SUMMARY
GENERAL
Rights of investors under the Plan, and the limitations on such rights,
together with the principal provisions of the Plan, are summarized in the next
few pages. This summary is subject to the detailed provisions of the Plan, which
are controlling. A copy of the Plan is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. A copy of the Plan will be made
available to any investor upon written request.
All investments under the Plan are used to purchase Notes. A Note
evidencing investments under the Plan and interest thereon is issued to each
investor upon initial establishment of a Plan Account. The principal amount of
the Note, plus interest accrued and unpaid thereon, is recorded on a register
maintained by The Northern Trust Company (the "Agent Bank").
Current account information can be obtained by calling toll-free
800-462-2614. The investor also may write to Ford Money Market Account, The
Northern Trust Company, P.O. Box 75936, Chicago, Illinois 60675-5936 to obtain
such information. Further information about the Plan and assistance in opening
an account can be obtained by calling the above number or writing to the above
address.
A Plan Account is not equivalent to a bank account and is not subject to
the protection of the Federal Deposit Insurance Corporation or other insurance.
Since all funds under the Plan will be invested in the securities of a single
issuer (Ford Credit), investors will not have the advantage of diversification
offered by money funds and will not have the protection provided by the
Investment Company Act of 1940.
The mailing address of the principal executive offices of Ford Credit is
The American Road, Dearborn, Michigan 48121. The telephone number of such
offices is (313) 322-3000.
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INTEREST RATE INFORMATION
Investments in Notes under the Plan earn interest at a floating rate per
annum equal to (i) the Base Rate (such rate being the most recent seven-day
average yield (non-compounded) for all taxable money funds reported weekly in
Money Fund Report(R)*, plus an additional 1/4 of one percentage point) plus (ii)
the Incremental Rate, if any.** Interest on amounts credited to Plan Accounts is
accrued daily and credited to Plan Accounts monthly as of the last day of each
month.
The interest rate is determined and becomes effective on the next following
Monday each time a new seven-day average yield (non-compounded) for all taxable
money funds reported in Money Fund Report(R) is available. The new seven-day
average yield (non-compounded) plus an additional 1/4 of a percentage point
becomes the Base Rate for the following seven-day period. If in any week Money
Fund Report(R) is not available, the Base Rate for the following calendar week
will be the same as that for the previous calendar week. If Money Fund Report(R)
ceases to be published, an approximately equivalent effective Base Rate for
investments under the Plan will be determined on the basis of a formula
established by Ford Credit.
Money Fund Report(R) is published weekly and includes yield statistics for
nearly all taxable money funds in operation. The reported yields are obtained
from the money funds themselves and are stated on a consistent simple interest
basis to represent the annualized total yield to the investor, after deducting
any management fees and expenses of each of the money funds. While Money Fund
Report(R) states that the yield information obtained from money funds is
screened by the publisher, no guarantee of the accuracy of the information
contained in Money Fund Report(R) is made by Ford Credit.
Interest credited for any given past period on investments under the Plan
is not an indication or representation of future results. Because the weekly
interest rate applicable to investments under the Plan may fluctuate, such
information may not
- ---------------
* Money Fund Report(R) is a registered trademark of IBC Financial Data,
Inc.
** Some individual taxable money funds from time to time may have earned
(or may earn) yields greater than those provided under the Plan.
3
<PAGE> 5
provide a basis for comparison with bank deposits, other investments which pay a
fixed yield for a stated period of time, or investment companies, including
money funds, which may use a different method of calculating yield. For
information on the current interest rate applicable to investments under the
Plan, call toll-free 800-462-2614.
HOW TO INVEST
GENERAL
Investments in Notes under the Plan may be made at any time, without charge
to the investor, by check, by wire transfer, by automatic charge to the
investor's bank account or by such other means as Ford Credit shall from time to
time determine. The minimum initial amount which investors may invest under the
Plan is $1,000. The minimum amount for subsequent investments is $50. A minimum
investment balance (presently set at $1,000) must be maintained in each account
at all times. All investments must be made in U.S. dollars. Accounts may be
individual, joint, custodial or trust accounts and may be opened by individuals,
corporations, partnerships, firms or associations.
Employees of Ford Credit, Ford and certain of its subsidiaries may invest
under the Plan through payroll deduction subject to limitations established from
time to time by Ford Credit.
INVESTMENTS BY CHECK
Investments may be made by sending a check to Ford Money Market Account,
The Northern Trust Company, P.O. Box 75935, Chicago, Illinois 60675-5935. Checks
should be made payable to the Ford Money Market Account. Checks opening an
account must be for a minimum of $1,000 and should be accompanied by a completed
account application. For subsequent investments, investors with existing
accounts should indicate their account number on the check and enclose an
investment form which has been provided as a detachable stub on statements and
investment confirmations mailed by the Agent Bank. Check investments sent
regular mail and received by the Agent Bank prior to 9:00 a.m. E.S.T. will be
credited to the investor's investment account on the first business day
following the business day on which the check investment is received by the
Agent Bank in proper form. Investments received by the Agent Bank after that
time on a business day, or received by the Agent Bank on a non-business day,
will be credited to the investor's account on the day following the first
business day after such investment is received. Interest will begin to accrue on
the check investment when the check is credited to the investor's account.
Checks are accepted subject to collection at full face value in U.S. funds and
must be drawn in U.S. dollars on a bank in the U.S. Investments made by check
may be redeemed after 10 business days or such shorter time as shall be
determined from time to time by Ford Credit.
INVESTMENTS BY WIRE
Investors may invest in Notes under the Plan by wiring Federal Funds to
Ford Money Market Account, The Northern Trust Company. Federal Funds are a
commercial bank's deposits in a Federal Reserve Bank and can be transferred on
the same day from one bank which is a member of the Federal Reserve System to
another bank which also is a member of the System. The Routing Code of The
Northern Trust Company for wire transfers is 0710-00152. For all wire
investments, the wire must include the name of the Plan and the investor's name,
address, and investment account number. Investments made by Federal Funds
received by the Agent Bank prior to 2:00 p.m. E.S.T. will be credited to the
investor's account on the business day received. Investments by wire transfer
received after the aforementioned time on a business day or on a non-business
day will be credited to the investor's account on the first business day after
such investment is received. Interest will commence to accrue on the business
day the investment is credited to the investor's account. Wiring funds other
than Federal Funds to the Agent Bank may result in a delay in crediting the wire
investment to the investor's account. Neither Ford Credit nor the Agent Bank
will be responsible for delays in the funds wiring system.
INVESTMENTS BY AUTOMATIC MONTHLY OR PERIODIC CHARGE TO BANK ACCOUNTS
Investors may invest in Notes under the Plan by authorizing the Agent Bank
to make automatic monthly or periodic charges of $50 or more to their bank
accounts. Upon receipt of written authorization in proper form, the Agent Bank
will prepare an electronic funds transfer drawn against an investor's bank
account for the prescribed amount and will invest the proceeds in the investor's
Plan Account. The proceeds will accrue interest under the Plan on the same
conditions as set forth under "Investments by Check". Investors may change the
amount of the automatic or periodic investment (subject to the $50 monthly
minimum) or terminate investments at any time by providing notice in writing to
the Agent Bank. From time to time Ford Credit may, at its sole discretion,
authorize the Agent Bank to accept deposits of less than the $50 minimum amount.
The requested change or termination will be effective as soon as practicable
after receipt of written notice by the Agent Bank. Investments made
4
<PAGE> 6
by Automatic Monthly or Periodic Charge to bank accounts may be redeemed after 5
business days or such shorter time as shall be determined from time to time by
Ford Credit.
To establish the Automatic Monthly or Periodic Charge to bank accounts,
investors should obtain the necessary authorization forms directly from the
Agent Bank.
INVESTOR ACCOUNTS
The Agent Bank maintains a Plan Account for each account opened by an
investor. The account balance is equal to all amounts invested in such account,
together with interest accrued thereon, and less redemptions. Shortly after the
end of each reporting period, the Agent Bank will send an account statement to
each investor setting forth a summary of all transactions in the investor's Plan
Account during the period, including beginning and ending account balances and
interest paid for the period. Separate statements will be sent for each open
account. Statements are presently offered monthly or quarterly. The full amount
of the taxable interest income reportable for Federal income tax purposes for
the year also will be provided annually.
An investor may close an account(s) and terminate participation in the Plan
at any time by notifying the Agent Bank. In such event, the principal amount of
the Note issued with respect to the account, plus accrued and unpaid interest,
will thereupon be redeemed and the proceeds distributed by wire or by mail in
accordance with the applicable wire or mail redemption instructions.
Because of the relatively high cost of maintaining small accounts, Ford
Credit reserves the right to close any Plan Account with a current balance of
less than $1,000. The account will be closed by redeeming the principal amount
of the Note, plus accrued and unpaid interest, and mailing the proceeds to the
registered address. The investor will be notified if a Plan Account is to be
closed.
In addition, Ford Credit reserves the right to close any Plan Account as to
which the redemption provisions or other provisions of the Plan have been
abused.
HOW TO REDEEM INVESTMENTS
GENERAL
An investor may redeem all or any part of an investment at any time without
charges or penalties. Investments may be redeemed by writing a redemption check,
by writing or telephoning a request for redemption by bank check and by wire
transfer. If the amount to be redeemed represents an investment made by check,
the redemption request will not be honored if made within a period of 10
business days from the receipt of such investment check. Investors who need more
immediate access to their funds may avoid this delay by investing under the Plan
through one of the other available means of investment. Investors liquidating
their holdings and closing their accounts will receive all accrued and unpaid
interest.
REDEMPTION BY BANK CHECK
An investor may redeem investments in an account at any time by writing or
telephoning the Agent Bank requesting redemption. Redemptions will be made by
bank check ($250 minimum), mailed to the registered account address. If the
investor has not selected this Redemption by Bank Check Option, the redemption
request must be accompanied by guaranteed signatures of all Registered Account
Owners. The signatures must be guaranteed. Guarantees must be signed by an
authorized signatory and the statement "Signature Guaranteed" must appear with
the signature. Notarized signatures are not sufficient. The signature guarantee
is to prevent fraud or misrepresentation and is for the protection of the
investor. In certain instances, additional documentation may be required
including, but not limited to, trust instruments, birth certificates, death
certificates, or appointments as executor or administrator.
Written requests for redemption by bank check should be sent to Ford Money
Market Account, The Northern Trust Company, P.O. Box 75936, Chicago, Illinois
60675-5936. All written requests for redemption require the signatures of all
persons in whose names the account is registered, including joint owners, signed
exactly as their names appear on the Account Application submitted to the Agent
Bank. If the request in proper form for redemption by bank check is received by
the Agent Bank in its Ford Money Market Account Servicing Area prior to 11:00
a.m. E.S.T. on a business day, the bank check normally will be mailed on that
business day. Bank checks normally will be mailed on the next business day if
the redemption request, in proper form, is received by the Agent Bank after
11:00 a.m. E.S.T. on a business day. Interest will accrue to but not including
the business day the bank check is prepared.
Written and telephone redemption requests should not be made to Ford or
Ford Credit.
5
<PAGE> 7
CHECK REDEMPTION
Investors will be provided with a supply of redemption checks free of
charge following receipt by the Agent Bank of a properly completed Account
Application on which the Check Redemption Option is requested. If the Check
Redemption Option is requested by written request after an Account Application
has been submitted, all owners of the Plan Account must sign the written request
and have their signatures guaranteed as described above under "Redemption by
Bank Check". Investors electing the Check Redemption Option may order additional
redemption checks by using the check reorder form in their current checkbook or
by telephoning The Northern Trust Company toll-free at 800-462-2614. Redemption
checks will be sent only to the Registered Account Owners and only to the
Registered Account Address. Election of the Check Redemption Option does not
create a checking or other bank account or a depositor or banking relationship
with the Agent Bank or Ford Credit.
The investor may make redemption checks payable to the order of anyone in
any amount not less than $250. Checks presented for less than the minimum
redemption amount will not be honored. If the investor's account is a joint
account with others, all must sign the redemption checks unless specified
differently on the Account Application or subsequent written request and so
indicated on the checks. The amount of the Note to be redeemed by check will
continue accruing interest until the redemption check is presented for payment.
If the amount of a redemption check is greater than the balance in the
investor's Plan Account, the check will not be honored and will be returned
marked "insufficient funds" and the investor will be charged the fee normally
charged by the banking system. Investors also will be charged for placing a stop
order on a redemption check. Copies of redemption checks on which payment has
been made will be provided to the investor by the Agent Bank only upon the
investor's request. Ford Credit reserves the right at any time to modify,
terminate or suspend the procedures permitting check redemptions.
REDEMPTION BY WIRE TRANSFER
By selecting the Redemption by Wire Transfer Option on the Account
Application or in a subsequent written request, investors may arrange to have
redemption proceeds of $1,000 or more wired in Federal Funds to a predesignated
bank account. By use of this redemption option, the investor authorizes the
Agent Bank to act on telephone or written redemption instructions, without
signature guarantees, from any person or persons representing themselves to be
the registered owners of the account. The Agent Bank's records of such
instructions are binding. In order to be eligible for redemption by wire
transfer, the investor must designate the U.S. commercial bank, savings bank or
credit union and account number to receive wire redemption proceeds. If the wire
redemption request, in proper form, is received by the Agent Bank prior to 2:00
p.m. E.S.T. on a business day, redemption proceeds will normally be wired to the
predesignated bank account on that business day. Redemption proceeds will
normally be wired to the predesignated bank account on the next business day if
the redemption request, in proper form, was received by the Agent Bank after
2:00 p.m. E.S.T. Interest will accrue to but not including the business day the
redemption proceeds are wired.
An investor who has not selected the Redemption by Wire Transfer Option on
the Account Application or in a subsequent written request may request
redemption by wire transfer subject to the conditions described in the preceding
and following paragraphs and to the additional condition that such request be in
writing accompanied by guaranteed signatures of all Registered Account Owners
whose signatures are required for a redemption by check.
Wire redemption instructions must include the name of the Plan (Ford Money
Market Account), the investor's name, the Plan Account number, the name(s) of
the registered owner(s) submitting the wire redemption request and the Routing
Code of the predesignated bank. Wire redemption instructions may be effected by
telephoning the Agent Bank toll-free at 800-462-2614. The predesignated bank and
account number may be changed only upon written request to the Agent Bank with
the signature of each registered owner (including joint owners) of the Plan
Account guaranteed. Neither the Agent Bank nor Ford Credit will be responsible
for delays in the funds wiring system or the authenticity of withdrawal
instructions. Wire redemption proceeds will be wired to a predesignated account
at a bank that is a member of the Federal Reserve System, or to a correspondent
bank of the predesignated bank if the predesignated bank is not a member of the
Federal Reserve System. If the correspondent bank fails to notify the
predesignated bank immediately, there may be a delay in crediting the funds to
the predesignated bank account. The procedures permitting redemptions by wire
may be modified, terminated or suspended at any time by Ford Credit.
6
<PAGE> 8
DESCRIPTION OF NOTES
GENERAL
The Notes are issuable under an Indenture dated as of July 1, 1985, as
supplemented (the "Indenture"), between Ford Credit and The Bank of New York
(The Bank of New York, in its capacity as Trustee under the Indenture, or any
successor trustee is hereinafter referred to as the "Trustee"). A copy of the
Indenture also is filed as an exhibit to the Registration Statement, filed with
the Commission, covering the offering of Notes under the Plan, and statements
herein relating to the Notes are subject to the detailed provisions of the
Indenture. Whenever any particular section of the Indenture or any term used
therein is referred to, the statement in connection with which such reference is
made is qualified in its entirety by such reference. Ford Credit may from time
to time enter into one or more additional supplemental indentures without the
consent of the holders of the Notes, providing for the issuance of Notes under
the Indenture in addition to the principal amount authorized thereunder on the
date of this Prospectus.
The Notes will be unsecured obligations of Ford Credit, will be issued in
registered form only, without coupons, and will be identical except for the
issue date. The Notes will not be subject to any sinking fund and will be
redeemable at the option of the holder thereof as described below. The Notes
will rank prior to all subordinated indebtedness of Ford Motor Credit Company
(parent company only) and pari passu with all other indebtedness of Ford Motor
Credit Company (parent company only).
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien will be 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 Notes equally and ratably with (or prior to)
the indebtedness secured by such Mortgage. This restriction will not apply to
Mortgages securing such indebtedness which shall not exceed $5 million in the
aggregate at any one time outstanding and will 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 5.05 in the Indenture)
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 in the
Indenture).
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 Notes 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 5.05
in the Indenture (see "Limitation on Liens" above) without equally and ratably
securing the Notes. (Section 12.03 in the Indenture)
EVENTS OF DEFAULT AND NOTICE THEREOF
The following events are defined in the Indenture as "Events of Default":
failure to pay principal or interest when due; failure to perform any other
covenants for 90 days after notice; and the bankruptcy, insolvency or related
reorganization of Ford Credit. (Section 7.01 in the Indenture)
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default, give the Noteholders notice of all uncured defaults
known to it (the term default to include the events specified above without
grace periods); provided that,
7
<PAGE> 9
except in the case of default in the payment of principal or interest on any of
the Notes, 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 Noteholders. (Section 7.07 in 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 the performance and observance of the
terms of the Indenture and, if Ford Credit is in default, specifying such
default. (Section 5.06 in the Indenture)
The holders of a majority in aggregate principal amount of all outstanding
Notes have the right to waive certain defaults 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. (Section 7.06 in the Indenture) The Indenture provides
that, in case an Event of Default shall occur (which shall not have been cured
or waived), the Trustee is required to exercise such of its rights and powers
under the Indenture, and to use the degree of care and skill in their exercise,
that a prudent man would exercise or use in the conduct of his own affairs, but
otherwise need only perform such duties as are specifically set forth in the
Indenture. (Section 8.01 in the Indenture) Subject to such provisions, the
Trustee is under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the Noteholders unless they shall have
offered to the Trustee reasonable security or indemnity. (Section 8.02 in the
Indenture)
MODIFICATION OF THE INDENTURE
With certain exceptions, under the Indenture, the rights and obligations of
Ford Credit and the rights of the Noteholders 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 Notes then outstanding; but no such modifications may be made
which would (i) diminish the principal amount of any Note, or accrued and unpaid
interest thereon; or (ii) reduce the above-stated percentage of Notes, the
consent of the holders of which is required to modify or alter the Indenture,
without the consent of the holders of all Notes then outstanding. (Section 11.02
in the Indenture)
CONCERNING THE TRUSTEE
The Bank of New York, the Trustee under the Indenture, is also the trustee
under indentures covering a number of outstanding issues of notes and debentures
of Ford, 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.
AGENT BANK AND ADMINISTRATION
Ford Credit employs The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois 60675 as the Agent for Ford Money Market Account. Services
performed by the Agent Bank include establishment and maintenance of Plan
Accounts, including transactions processing and accounting; preparation of
account statements and other correspondence; investor servicing; advice on the
principal balance of Plan Accounts; accrual of interest income and payment of
interest earned; and required tax reporting and filings with proper authorities.
For these services, Ford Credit pays the Agent Bank an agency and administrative
fee monthly based on the number of Plan Accounts in the Plan with positive
balances at the end of each month, as well as reasonable out-of-pocket costs
(such as, but not limited to, postage, forms, telephone and wire expenses).
These costs and all other costs incurred in the operation of the Plan are paid
by Ford Credit. Investors are not charged administrative service fees or
custodian fees of any kind and are free to invest in or redeem amounts in Plan
Accounts at any time without any investment charges or redemption fees or
penalties whatsoever except that investors will be charged the fee normally
charged by the banking system in the event that either a redemption check is
written for an amount in excess of the balance in the investor's Plan Account or
an investment check from an investor is returned for insufficient funds.
Investors making investments or requesting redemption by wire transfer may be
charged applicable fees by the commercial bank handling the transfer. Also,
investors may incur charges in obtaining required signature guarantees.
Ford Credit has created the Ford Money Market Account Committee (the "Plan
Committee") all the members and alternate members of which are employees of Ford
Credit. The persons elected or appointed to the following offices of Ford Credit
are members of the Committee: The President, the Executive Vice
President-Finance and Administration, and the Vice President-General Counsel.
The persons elected or appointed to the following offices of Ford Credit are the
alternate members of the Committee: The Chairman of the Board of Directors, the
Assistant Treasurer-Debt Management, and the Secretary. The address of each such
person is The American Road, Dearborn, Michigan 48121.
The Committee assists in the administration of the Plan, interprets its
provisions, prescribes rules, regulations and forms in connection therewith and
sets and adjusts the rate or rates of interest to be paid on the Notes.
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<PAGE> 10
TAXES
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code. Accordingly, all interest credited to the Notes or paid in any taxable
year is reportable by the investor, and other account holders, as taxable income
for Federal income tax purposes. No part of the taxable interest is excludable
from taxable income.
The December statement to the investor or other account holders from the
Agent Bank each year will state the full amount reportable as taxable income.
The Agent Bank also will file tax information returns as required by law. State
and local income taxes and related tax reporting also may be applicable.
Investors are individually responsible for complying with applicable Federal,
state and local tax laws and should consult their individual tax advisors
regarding any specific questions.
TERMINATION, SUSPENSION OR MODIFICATION
Ford Credit expects that Ford Money Market Account will continue in the
forseeable future, but reserves the right at any time to terminate, to suspend
or from time to time to modify the Plan in part, or in its entirety, or in
respect of categories of investors, including investors located in one or more
jurisdictions. Ford Credit may, in its discretion, temporarily suspend the
acceptance of new investments in Notes without such suspension constituting a
suspension or termination of the Plan. Any modification that affects the rights
or duties of the Trustee may be made only with the consent of the Trustee. No
termination, modification or suspension may affect the right of an investor to
redeem amounts credited to an account or diminish the amounts credited thereto
as of the effective date thereof.
RIGHTS NOT TRANSFERABLE
No right or interest in or to a Note or a Plan Account is assignable or
transferable in whole or in part except for redemptions and no attempted
assignment or transfer otherwise will be effective. Except for redemptions, and
except for the right to debit amounts credited in error to a Plan Account, no
right or interest of any investor in an account under the Plan shall be liable
for, or subject to, any obligation or liability of such investor.
9
<PAGE> 11
ADDITIONAL INFORMATION
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's insurance operations are conducted by The American Road
Insurance Company and its subsidiaries in the United States and Canada and
consist 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.
USE OF PROCEEDS
The net proceeds from the sale of the Notes 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.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by Ford Credit directly on its
behalf and no commissions will be paid. Ford Credit may from time to time
designate agents in certain jurisdictions through whom Notes may be offered.
Such agents shall receive no commissions but shall be reimbursed for certain
expenses incurred in connection with such efforts. Ford Credit has the sole
right to accept offers to purchase Notes and may reject any proposed purchase of
Notes in whole or in part.
LEGAL OPINIONS
The legality of the Notes offered hereby was passed upon for Ford Credit by
H.D. Smith, Esq., Secretary and Corporate Counsel of Ford Credit. Mr. Smith is a
full-time employee of Ford Credit and owns, and holds options to purchase,
shares of Common Stock of Ford.
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<PAGE> 12
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1996 10-K Report and Ford Credit's Current Report on Form 8-K
dated February 3, 1998 have been audited by Coopers & Lybrand L.L.P. ("Coopers
and Lybrand"), 400 Renaissance Center, Detroit, Michigan 48243, independent
certified public accountants, to the extent indicated in their report 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, 1997 and 1996, June 30, 1997 and 1996 and
September 30, 1997 and 1996, included in the First Quarter 10-Q Report, the
Second Quarter 10-Q Report and the Third Quarter 10-Q Report, respectively,
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 reports included in
the First Quarter 10-Q Report, the Second Quarter 10-Q Report and Third Quarter
10-Q Report state 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 reports on
the unaudited interim financial information because each 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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[FORD MOTOR CREDIT LOGO]
FORD MONEY MARKET ACCOUNT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PAGE
--
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
PLAN SUMMARY
General............................... 3
Interest Rate Information............. 3
How to Invest......................... 4
How to Redeem Investments............. 5
Description of Notes.................. 7
Agent Bank and Administration......... 8
Taxes................................. 9
Termination, Suspension or
Modification....................... 9
Rights Not Transferable............... 9
ADDITIONAL INFORMATION
Information Concerning Ford Credit.... 10
Use of Proceeds....................... 10
Plan of Distribution.................. 10
Legal Opinions........................ 10
Experts............................... 11
</TABLE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FORD CREDIT OR
FORD MOTOR COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SINCE ITS DATE.
<PAGE> 14
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $689,656
Printing and engraving...................................... 50,000
Accountants' fees........................................... 10,000
Blue Sky fees and expenses.................................. 20,000
Fees and expenses of Trustee................................ 20,000
Rating Agency fees.......................................... 80,000
Miscellaneous expenses...................................... 20,344
--------
Total...................................... $890,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents;
insurance --
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was
unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former
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<PAGE> 15
director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to
a person who is a director or officer at the time of such determination,
(1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) by a committee
of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
II-2
<PAGE> 16
Section 5 of Article Ninth of the Certificate of Incorporation of Ford
Credit provides as follows:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article NINTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 5.1. Any repeal or
modification of subsection 5.1 of this Article NINTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. INDEMNIFICATION AND INSURANCE.
5.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including penalties, fines,
judgments, attorneys' fees, amounts paid or to be paid in settlement and excise
taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person (other than pursuant to subsection 5.3b of this Article NINTH) only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the corporation. The right to indemnification conferred in this subsection 5.3a
of Article NINTH shall be a contract right and shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this subsection 5.3a of Article NINTH or otherwise.
5.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article NINTH is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in
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<PAGE> 17
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the corporation) that the claimant has not met
the standards of conduct which make it permissible under the Delaware General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
5.3C. MISCELLANEOUS. The provisions of this Section 5.3 of Article NINTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If any
part of this Section 5.3 of Article NINTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article NINTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3E. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
5.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
agent of the corporation to the fullest extent of the provisions of this Section
5.3 of Article NINTH with respect to the indemnification and advancement of
expenses of directors, officers and employees of the corporation.
Similar indemnification provisions in Section 5 of Article NINTH of the
Certificate of Incorporation of Ford are applicable to directors, officers and
employees of Ford Credit who serve as such at the request of Ford.
Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:
No member of the Committee or alternate for a member or director,
officer or employe of any Participating Company shall be liable for any
action or failure to act under or in connection with the Plan, except for
his own bad faith; provided, however, that nothing herein shall be deemed
to relieve any such person from responsibility or liability for any
obligation or duty under ERISA. Each director, officer, or employee of the
Company who is or shall have been designated to act on behalf of the
Company and each person who is or shall have been a member of the Committee
or an alternate for a member or a director, officer or employee of any
Participating Company, as such, shall be indemnified and held harmless by
the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit or proceeding to which he may be
a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid
by him in settlement thereof (with the Company's written approval) or paid
by him in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding
of his bad faith; subject, however, to the condition that, upon the
assertion or institution of any such claim, action, suit or proceeding
against him, he shall in writing give the Company an opportunity, at its
own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power that a Participating
Company may have to indemnify him or hold him harmless.
Pursuant to the Underwriting Agreements relating to its underwritten
offerings of securities, the underwriters have agreed to indemnify Ford Credit,
each officer and director of Ford Credit and each person, if any, who controls
Ford Credit within the meaning of the Securities Act of 1933, against certain
liabilities, including liabilities under said Act. The Sales Agency
II-4
<PAGE> 18
Agreements and the Purchase Agreements filed as Exhibits to, or incorporated by
reference in, Ford Credit's Registration Statements relating to its offerings of
medium-term notes provide for similar indemnification by the Agents named
therein.
Ford Credit is insured for liabilities it may incur pursuant to Article
NINTH of its Certificate of Incorporation relating to the indemnification of its
directors, officers and employees. In addition, directors, officers and certain
key employees are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford Credit's Certificate of Incorporation. The premium for both insurance
coverages is paid by Ford.
Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate or a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure to act under the
Program.
Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employee of Ford Credit is indemnified against all loss, cost,
liability or expense reasonably incurred in connection with or resulting from
any claim, action, suit or proceeding in which such person is involved or may be
involved by reason of any action or failure to act under the Plan.
ITEM 16. EXHIBITS.
Exhibit 4-A -- Form of Indenture dated as of July 1, 1985 between Ford
Credit and The Bank of New York, Trustee, filed as Exhibit 4-A to
Registration Statement No. 2-96762 and incorporated herein by reference.
Exhibit 4-B -- Form of Note (included in Exhibit 4-A at pages 1 through 6).
Exhibit 4-C -- Form of First Supplemental Indenture dated as of November
15, 1987 between Ford Credit and The Bank of New York, Trustee, filed as
Exhibit 4-C to Registration Statement No. 33-18496 and incorporated
herein by reference.
Exhibit 4-D -- Form of Second Supplemental Indenture dated as of October
15, 1988 between Ford Credit and The Bank of New York, Trustee, filed as
Exhibit 4-D to Registration Statement No. 33-24928 and incorporated
herein by reference.
Exhibit 4-E -- Form of Third Supplemental Indenture dated as of January 1,
1996 between Ford Credit and The Bank of New York, Trustee. Filed as
Exhibit 4-E to Registration Statement No. 33-62973 and incorporated
herein by reference.
Exhibit 4-F -- Form of Fourth Supplemental Indenture dated as of March 1,
1998 between Ford Credit and The Bank of New York.
Exhibit 4-E -- Ford Money Market Account Plan. Filed as Exhibit 4-F to
Registration Statement No. 33-62973 and incorporated herein by
reference.
Exhibit 5 -- Opinion of Hurley D. Smith, Secretary and Corporate Counsel of
Ford Credit, as to the legality of the Notes registered hereunder.*
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit. Filed as Exhibit 12-A to Ford Motor Credit Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 and
incorporated herein by reference.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Filed as Exhibit 12-B to Ford Motor Credit Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997 and incorporated
herein by reference.
Exhibit 15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
Exhibit 23-A -- Consent of Coopers & Lybrand L.L.P.
Exhibit 23-B -- Consent of Hurley D. Smith is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
Exhibit 24 -- Powers of Attorney.
Exhibit 25 -- Statement of Eligibility on Form T-1 of The Bank of New York,
Trustee.
II-5
<PAGE> 19
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1(i) and (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Ford
Credit pursuant to the provisions described under Item 15 above, or otherwise,
Ford Credit has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Ford Credit or Ford of
expenses incurred or paid by a director, officer or controlling person of Ford
Credit in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Ford Credit, or Ford, as the case may be, will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-6
<PAGE> 20
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3, THAT THE SECURITY RATING REQUIREMENT OF
TRANSACTION REQUIREMENT B.2. OF FORM S-3 WILL BE MET BY THE TIME OF THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT, AND HAS DULY CAUSED THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF
MICHIGAN, ON THE 5TH DAY OF MARCH, 1998.
FORD MOTOR CREDIT COMPANY
By KENNETH WHIPPLE*
------------------------------------
(KENNETH WHIPPLE, CHAIRMAN OF THE
BOARD
OF DIRECTORS)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board of
Directors and
Director (principal
KENNETH WHIPPLE* executive officer)
....................................
(KENNETH WHIPPLE)
KENNETH J. COATES* Director
....................................
(KENNETH J. COATES)
Vice President (principal
E. S. ACTON* financial and accounting officer)
....................................
(E. S. ACTON)
GREGORY C. SMITH* Director
....................................
(GREGORY C. SMITH)
JOHN G. CLISSOLD* Director
....................................
(JOHN G. CLISSOLD)
EDSEL B. FORD II* Director
....................................
(EDSEL B. FORD II)
JOHN M. DEVINE* Director
....................................
(JOHN M. DEVINE)
MALCOLM S. MACDONALD* Director
....................................
(MALCOLM S. MACDONALD)
DAVID C. FLANIGAN* Director
....................................
(DAVID C. FLANIGAN)
* By /s/ R. P. CONRAD
-----------------------------------------
(R. P. CONRAD, ATTORNEY-IN-FACT)
</TABLE>
March 5, 1998
II-7
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
Exhibit 4-A -- Form of Indenture dated as of July 1, 1985 between Ford
Credit and The Bank of New York, Trustee, filed as Exhibit
4-A to Registration Statement No. 2-96762 and incorporated
herein by reference.
Exhibit 4-B -- Form of Note (included in Exhibit 4-A at pages 1 through 6).
Exhibit 4-C -- Form of First Supplemental Indenture dated as of November
15, 1987 between Ford Credit and The Bank of New York,
Trustee, filed as Exhibit 4-C to Registration Statement No.
33-18496 and incorporated herein by reference.
Exhibit 4-D -- Form of Second Supplemental Indenture dated as of October
15, 1988 between Ford Credit and The Bank of New York,
Trustee, filed as Exhibit 4-D to Registration Statement No.
33-24928 and incorporated herein by reference.
Exhibit 4-E -- Form of Third Supplemental Indenture dated as of January 1,
1996 between Ford Credit and The Bank of New York, Trustee.
Filed as Exhibit 4-E to Registration Statement No. 33-62973
and incorporated herein by reference.
Exhibit 4-F -- Form of Fourth Supplemental Indenture dated as of March 1,
1998 between Ford Credit and The Bank of New York.
Exhibit 4-E -- Ford Money Market Account Plan. Filed as Exhibit 4-F to
Registration Statement No. 33-62973 and incorporated herein
by reference.
Exhibit 5 -- Opinion of Hurley D. Smith, Secretary and Corporate Counsel
of Ford Credit, as to the legality of the Notes registered
hereunder.
Exhibit 12-A -- Calculation of Ratio Earnings to Fixed Charges of Ford
Credit. Filed as Exhibit 12-A to Ford Motor Credit Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 and incorporated herein by reference.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Filed as Exhibit 12-B to Ford Motor Credit Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 and incorporated herein by reference.
Exhibit 15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
Exhibit 23-A -- Consent of Coopers & Lybrand L.L.P.
Exhibit 23-B -- Consent of Hurley D. Smith is contained in his opinion filed
as Exhibit 5 to this Registration Statement.
Exhibit 24 -- Powers of Attorney.
Exhibit 25 -- Statement of Eligibility on Form T-1 of The Bank of New
York, Trustee.
</TABLE>
<PAGE> 1
EXHIBIT 4-F
================================================================================
FORD MOTOR CREDIT COMPANY
AND
THE BANK OF NEW YORK,
TRUSTEE
------------------------
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 1, 1998
SUPPLEMENTAL TO INDENTURE
DATED AS OF JULY 1, 1985, AS SUPPLEMENTED
BY THE FIRST SUPPLEMENTAL INDENTURE DATED
AS OF NOVEMBER 15, 1987, THE SECOND
SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 15, 1988
AND THE THIRD SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 1, 1996
------------------------
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
------------------------
================================================================================
<PAGE> 2
FOURTH SUPPLEMENTAL INDENTURE, dated as of the First day of March, 1998,
between Ford Motor Credit Company, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter sometimes called the
"Company"), party of the first part, and The Bank of New York, a corporation
duly incorporated and existing under the laws of the State of New York
(hereinafter sometimes called the "Trustee"), as Trustee under the indenture of
the Company (the "Original Indenture"), dated as of July 1, 1985, as
supplemented by a first supplemental indenture (the "First Supplemental
Indenture") dated as of November 15, 1987, a second supplemental indenture (the
"Second Supplemental Indenture") and a third supplemental indenture (the "Third
Supplemental Indenture") dated as of March 1, 1996, (the "Original Indenture, as
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, being hereinafter called the
"Indenture"), party of the second part.
WHEREAS, the Indenture provides for the issuance from time to time of the
Variable Denomination Floating Rate Demand Notes of the Company (hereinafter
called the "Notes") issuable for the purposes and subject to the limitations
contained in the Indenture;
WHEREAS, Notes in the aggregate principal amount of $250,000,000 have been
previously authorized for issuance from time to time under the Original
Indenture and additional Notes have been previously authorized for issuance in
the aggregate principal amount of $250,000,000 under the First Supplemental
Indenture, $500,000,000 under the Second Supplemental Indenture and
$1,00,000,000 under the Third Supplemental Indenture;
WHEREAS, pursuant to Sections 2.01 and 11.01 of the Indenture, the Company
desires to issue from time to time under the Indenture as supplemented hereby,
in addition to the Notes previously authorized for issuance by the Company,
Notes limited to the aggregate principal amount of Two Billion Dollars
($2,000,000,000), the further terms and provisions of which are set forth in the
Indenture;
WHEREAS, the text of the Notes and the Trustee's certificate of
authentication to be borne by the Notes are to be substantially in the forms set
forth in the Indenture; and
WHEREAS, the Company represents that all acts and things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the
Trustee as in the Indenture and this Fourth Supplemental Indenture provided, the
valid, binding and legal obligations of the Company and to constitute these
presents a valid indenture and agreement according to its terms, have been done
and performed, and the execution of this Fourth Supplemental Indenture and the
issue under the Indenture as further supplemented hereby of the Notes have in
all respects been duly authorized, and the Company, in the exercise of legal
right and power in it vested, is executing this Fourth Supplemental Indenture
and proposes to make, execute, issue and deliver the Notes;
NOW, THEREFORE:
In order to declare the terms and conditions upon which the Notes are
authenticated, issued and delivered, and in consideration of the premises, of
the purchase and acceptance of the Notes by the holders thereof and of the sum
of one dollar to it duly paid by the Trustee at the execution of these presents,
the receipt whereof is hereby acknowledged, the Company covenants and agrees
with the Trustee, for the equal and proportionate benefit of the respective
holders from time to time of the Notes, as follows:
ARTICLE ONE.
THE NOTES.
SECTION 1.01. The Notes to be issued from time to time under the Indenture
as supplemented hereby, not including the Notes previously authorized for
issuance by the Company in the Indenture, shall be limited to the aggregate
principal amount of Two Billion Dollars ($2,000,000,000).
ARTICLE TWO.
MISCELLANEOUS PROVISIONS.
SECTION 2.01. This Fourth Supplemental Indenture is executed by the Company
and the Trustee pursuant to the provisions of Section 11.01 (f) of the
Indenture, and the terms and conditions hereof shall be deemed to be part of the
Indenture for all purposes. The Indenture, as supplemented by this Fourth
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
<PAGE> 3
SECTION 2.02. This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 2.03. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representations and shall have no responsibility
as to the validity or sufficiency of this Fourth Supplemental Indenture or the
due authorization and execution hereof by the Company.
SECTION 2.04. This Fourth Supplemental Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of such State.
IN WITNESS WHEREOF, FORD MOTOR CREDIT COMPANY, the party of the first part,
has caused this Fourth Supplemental Indenture to be duly signed and acknowledged
by its Chairman of the Board or its President or an Executive Vice President or
a Vice President or its Treasurer or its Secretary thereunto duly authorized,
and its corporate seal to be affixed hereunto, and the same to be attested by
its Secretary or an Assistant Secretary; and THE BANK OF NEW YORK, as Trustee
under the Indenture, the party of the second part, has caused this Fourth
Supplemental Indenture to be duly signed and acknowledged by one of its Vice
Presidents or Assistant Vice Presidents thereunto duly authorized, and its
corporate seal to be affixed hereunto, and the same to be attested by one of its
Assistant Treasurers.
FORD MOTOR CREDIT COMPANY
By
Attest:
Assistant Secretary
[CORPORATE SEAL]
THE BANK OF NEW YORK
By
Attest:
Assistant Treasurer
[CORPORATE SEAL]
2
<PAGE> 4
STATE OF MICHIGAN
COUNTY OF WAYNE
ss.:
On this day of March, 1998, before me personally came Hurley D. Smith,
to me known, who, being by me duly sworn, did depose and say that he resides at
8205 Valleyview, Clarkston, Michigan; that he is Secretary of FORD MOTOR CREDIT
COMPANY, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[NOTARIAL SEAL]
3
<PAGE> 5
STATE OF NEW YORK
COUNTY OF NEW YORK
SS.:
On this day of March, 1998, before me personally came
to me known, by me duly sworn, did depose and say that she
resides at , that is of THE BANK OF
NEW YORK, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
4
<PAGE> 1
EXHIBIT 5
March 5, 1998
Ford Motor Credit Company
The American Road
Dearborn, MI 48121
Dear Sirs:
This will refer to the Registration Statement No. 333-45015 on Form S-3
(the "Registration Statement") that is being filed by Ford Motor Credit Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the proposed sale by the Company of its Variable Denomination
Floating Rate Demand Notes to be offered pursuant to the Ford Money Market
Account Plan (the "Notes").
As Secretary and Corporate Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-laws of the Company and with its
affairs. I also have examined, or caused to be examined, such other documents
and instruments and have made, or caused to be made, such further investigation
as I have deemed necessary or appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. When (a) the registration requirements of the Securities Act and
such Blue Sky or securities laws as may be applicable shall have been complied
with, (b) the proposed Fourth Supplemental Indenture to be dated as of March 1,
1998, between the Company and The Bank of New York, Trustee, supplementing the
Indenture dated as of July 1, 1985 between the Company and the Trustee, as
supplemented by the First Supplemental Indenture dated as of November 15, 1987,
the Second Supplemental Indenture dated as of October 15, 1988, and the
Third Supplemental Indenture dated as of March 1, 1996 pursuant to which the
Notes are to be issued, shall have been duly executed and delivered and such
Indenture as so supplemented shall have been qualified under the Trust
Indenture Act of 1939, as amended, and (c) the Notes shall have been duly
executed, authenticated, issued and delivered against payment therefor, the
Notes will thereupon be legally issued and binding obligations of the Company.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/ HURLEY SMITH
------------------
HURLEY SMITH
<PAGE> 1
EXHIBIT 15
Ford Motor Credit Company
The American Road
Dearborn, Michigan
We are aware that our reports dated April 15, 1997, July 14, 1997 and October
13, 1997 accompanying the unaudited interim financial information of Ford Motor
Credit Company and Subsidiaries for the periods ending March 31, 1997 and 1996,
June 30, 1997 and 1996 and September 30, 1997 and 1996 included in Ford
Motor Credit Company Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 will be incorporated by
reference in this Registration Statement on Form S-3. Pursuant to Rule 436(c)
under the Securities Act of 1933, these reports should not be considered a
part of the Registration Statement prepared or certified by us within the
meaning of Sections 7 and 11 of the Act.
/s/ COOPERS & LYBRAND L.L.P.
Detroit, Michigan
March 5, 1998
<PAGE> 1
EXHIBIT 23-A
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Credit Company Registration Statement
No. 333-45015 on Form S-3.
We consent to the incorporation by reference in the above Ford Motor Credit
Company Registration Statement of our report dated January 26, 1998 on our
audits of the consolidated financial statements of Ford Motor Credit Company
and Subsidiaries at December 31, 1997 and 1996 and for each of the three years
in the period ended December 31, 1997 included in Ford Motor Credit Company's
Current Report on Form 8-K dated February 3, 1998. We also consent to the
incorporation by reference in the above Ford Motor Credit Company Registration
Statement of our report dated January 27, 1997 on our audits of the
consolidated financial statements of Ford Motor Credit Company and Subsidiaries
at December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996, included in the Ford Motor Credit Company Annual Report
on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in the Registration
Statement.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
March 5, 1998
<PAGE> 1
EXHIBIT 24
FORD MOTOR CREDIT COMPANY
CERTIFICATE OF SECRETARY
The undersigned, Hurley D. Smith, Secretary of FORD MOTOR CREDIT COMPANY, a
Delaware corporation (the "Company"), DOES HEREBY CERTIFY that the resolutions
attached as Exhibit 1 to this Certificate were duly adopted by the Board of
Directors of the Company on March 7, 1985, at a meeting duly called and held at
which a quorum was present and acted throughout, and such resolutions have not
been amended, modified, rescinded or revoked and are in full force and effect on
the date hereof.
WITNESS my hand and the seal of the Company this 27th day of January, 1998.
/s/HURLEY D. SMITH
------------------------------------------
Hurley D. Smith
Secretary
<PAGE> 2
EXHIBIT 1
RESOLUTIONS
RESOLVED, That the proposals described in the communication, dated March 7,
1985, signed by J.W. Ford and addressed to the members of the Board of Directors
of the Company, relating to the establishment by the Company of an investment
plan (the "Plan") providing for investments from time to time by investors,
including, but not limited to, retirees of Ford Motor Company and its
subsidiaries in the United States, in variable denomination floating rate Demand
Notes of the Company ("Demand Notes") be, and hereby is, approved and adopted.
RESOLVED, That the Chairman of the Board of Directors or the President of
the Company be, and hereby is, authorized from time to time, to make such
additions to, deletions from, or changes in, the Plan as either of them may deem
necessary, appropriate or desirable.
RESOLVED, That the Chairman of the Board or the President of the Company,
be, and hereby is, authorized to appoint a committee of three or more employes
of the Company having full power and authority, acting by a majority, with or
without a meeting, to administer the Plan, to interpret the provisions of the
Plan, to make rules and regulations to the Plan, to adopt and approve forms used
pursuant to the Plan and to make all determinations relating to the Plan as
therein provided.
RESOLVED, That the Company issue and sell pursuant to the Plan Demand Notes
in an aggregate principal amount as shall be determined by the Chairman of the
Board of Directors or the President of the Company, from time to time, bearing
interest from time to time at a floating rate as shall be determined pursuant to
the Plan.
RESOLVED, That preparation of one or more Registration Statements on Form
S-3 or such other form as may be appropriate covering the Demand Notes,
including prospectuses, exhibits and other documents to be filed with the
Securities and Exchange Commission ("Commission"), for the purpose of
registering the offer and sale of the Demand Notes under the Securities Act of
1933, as amended, be and it hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such Registration
Statement, with such changes, if any, therein, including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause any such Registration Statement, so executed, to be filed
with the Commission; and, prior to the effective date of any such Registration
Statement, the appropriate officers of the Company are directed to use their
best efforts to furnish each director and each officer signing such Registration
Statement with a copy of such Registration Statement, and if, prior to the
effective date of any such Registration Statement, material changes therein or
material additions thereto are proposed to be made, other than changes and
additions of a type authorized under these resolutions to be approved by
officers of the Company as provided in the immediately preceding resolution, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director, and each officer signing any such Registration Statement,
with a copy of such Registration Statement and each amendment thereto as filed
with the Commission, or a description of such changes or additions, or a
combination thereof, in as complete and final form as practicable and in
sufficient time to permit each director and each such officer so desiring to
object to any part of such Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company and
each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any such
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by law
or regulation in connection therewith, all in such form, with such changes, if
any, therein, as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form it most
recently became effective, other than changes and additions of a type authorized
under these resolutions to be approved by the Chairman of the Board of Directors
or the President of the Company, the appropriate officers of the Company are
directed to use their best efforts to furnish each director, and each officer
signing such post-effective amendment, with a copy of such post-effective
amendment or a description of all material changes or additions therein, or a
combination thereof, in as complete and final form as practicable
<PAGE> 3
and in sufficient time to permit each director and each such officer so desiring
to object to any part of such post-effective amendment before it becomes
effective.
RESOLVED, That each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or document in
connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise) be and hereby is authorized to execute a
power of attorney appointing J. W. Ford, S. A. Seneker, R. G. Bentley, H. R.
Nolte, Jr., R. A. Von Drehle, H. D. Smith, W. F. Blood, R. P. Conrad, D. Kaufman
and L. J. Ghilardi, and each of them, severally, his true and lawful attorneys
to sign in his name, place and stead in any such capacity any such Registration
Statement and any and all amendments (including post-effective amendments)
thereto and documents in connection therewith, and to file the same with the
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each of said officers and directors who shall have executed such a
power or attorney, every act whatsoever which such attorneys, or any of them,
may deem necessary, appropriate or desirable to be done in connection therewith
as fully and to all intents and purposes as such officers or directors might or
could do in person.
RESOLVED, That the Chairman of the Board of Directors, the President, any
executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Controller, the Treasurer and any Assistant Treasurer, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take any and all action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to obtain a permit, register or
qualify the Demand Notes, for issuance and sale or to request an exemption from
registration of the Demand Notes or to register or obtain a license for the
Company as a dealer or broker under the securities laws of such of the states of
the United States of America as such persons, or any of them, may deem
necessary, appropriate or desirable, and in connection with such registrations,
permits, licenses, qualifications and exemptions to execute, acknowledge,
verify, deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other papers
and instruments as may be required under such laws, and to take any and all
further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registrations in effect for
as long as such persons, or any of them, may deem to be in the best interests of
the Company.
RESOLVED, That any officer of the Company be and hereby is authorized to
delegate to any person authority to act as attorney-in-fact of the Company for
the purpose of executing and filing one or more applications and amendments
thereto on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Demand Notes of the Company, for offering and sale in the State of
California.
BE IT RESOLVED THAT RICHARD D. LATHAM, Securities Commissioner, State
Securities Board, of the State of Texas, and his successor in office, is made,
constituted and appointed the true and lawful attorney-in-fact for and in the
State of Texas for this corporation, upon whom all process of law against this
corporation in any action at law or legal proceeding growing out of the Texas
Securities Act may be served, subject to and in accordance with all the
provisions of the laws of the State of Texas and all amendments thereto, and
this corporation agrees that any and all lawful process against it may be served
upon its said attorney-in-fact, RICHARD D. LATHAM, or his successor in office,
shall be deemed valid personal service upon this corporation and shall be of the
same force and validity as if served upon this corporation; and that all process
served upon the said Securities Commissioner shall be and have the same effect
as if this corporation were organized and created under the laws of the State of
Texas and had been lawfully served with process therein; and
BE IT FURTHER RESOLVED, That the corporation by and through its President
or any Vice President and Secretary or any Assistant Secretary execute a Power
of Attorney to the said RICHARD D. LATHAM, Securities Commissioner of the State
of Texas, and his successor in office, incorporating the provisions of this
resolution therein.
RESOLVED, That any and all haec verba resolutions which may be required by
the Blue Sky or securities laws of any state in which the Company intends to
offer to sell its securities, including the Demand Notes, be, and they hereby
are, adopted; that the proper officers of the Company be, and they hereby are,
authorized to certify that such resolutions were duly adopted at this meeting;
and that the Secretary of the Company shall cause a copy of each resolution so
certified to be attached to the minutes of this meeting.
RESOLVED, That the Company enter into one or more indentures and
supplements thereto, each with a bank or trust company as Trustee (the
"Indentures"), providing for, among other things, the authentication and
issuance of the Demand Notes, the payment of principal and interest on the
Demand Notes and the cancellation and destruction of the Demand Notes, and that
the Chairman of the Board of Directors, the President, any Executive Vice
President, any Vice President, the Secretary,
2
<PAGE> 4
any Assistant Secretary, the Vice President -- Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized, in the name and on
behalf of the Company, to execute, acknowledge and deliver each such Indenture,
under the seal of the Company, attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Indentures may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof.
RESOLVED, That the Company enter into one or more Agency Agreements (the
"Agency Agreements"), each with a bank or other corporation (the "Plan Agent")
for the purpose of providing necessary or desirable administrative services in
connection with the operation of the Plan, and that the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Vice President -- Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, to execute, acknowledge and deliver each such
Agency Agreement, under the seal of the Company, attested by the Secretary or
any Assistant Secretary, containing such terms and provisions as the officer or
officers executing each such Agency Agreement, may deem necessary, appropriate
or desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President, any
Executive Vice President or any Vice President, and the Vice President --
Treasurer or the Secretary, be and hereby are authorized, in the name and on
behalf of the Company and under its corporate seal (which may be a facsimile of
such seal), to execute (by manual or facsimile signatures) Demand Notes in such
aggregate principal amount as shall be determined from time to time by the
Chairman of the Board of Directors or the President of the Company (and, in
addition, Demand Notes to replace any of the Demand Notes which are lost,
stolen, mutilated or destroyed and Demand Notes required for exchange or
substitution, all as provided in the respective Indentures) in substantially the
forms of Demand Notes to be set forth in the respective Indentures, with such
changes therein and additions thereto as the officer or officers executing the
Demand Notes may deem necessary, appropriate or desirable, as conclusively
evidenced by his or their execution thereof.
RESOLVED, That The Bank of New York initially be appointed as trustee under
the initial Indenture and as Plan Agent pursuant to the initial Agency Agreement
and that the Chairman of the Board of Directors, the President, any Executive
Vice President, the Vice President -- Finance, the Vice President -- Treasurer
and the Secretary, and each of them, be and hereby are authorized to appoint one
or more subsequent trustees under an Indenture, subsequent Plan Agents under an
Agency Agreement, paying agents, registrars, transfer agents, and other agents
and functionaries, and to execute and deliver, in the name and on behalf of the
Company, any agreement, instrument or document relating to any such appointment,
for the purpose of implementing and giving effect to the provisions of the
Indentures, any Agency Agreement, and the Demand Notes, respectively, in the
forms in which they shall be executed and delivered pursuant to the foregoing
resolutions; provided, however, that the Company may at any time elect to act in
any such capacity itself.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized and empowered, in the name and on behalf of the
Company, to take any action (including, without limitation, the payment of
expenses), and to execute (by manual or facsimile signature) and deliver any and
all letters, documents or other writings, that such officer or officers may deem
necessary, appropriate or desireable in order to enable the Company fully to
exercise its rights and to perform its obligations under the Indentures, the
Agency Agreements or otherwise carry out the purposes and intents of each and
all of the foregoing resolutions.
3
<PAGE> 5
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED
DEBENTURES, NOTES SOLD THROUGH SALES AGENTS,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND
SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or director
of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W.E. Odom,
Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D. Smith, W. O. Staehlin,
R.P. Conrad and S.P. Thomas, and each of them, severally, his true and lawful
attorney and agent at any time and from time to time to do any and all acts and
things and execute in his name (whether on behalf of FORD MOTOR CREDIT COMPANY,
or as an officer or director of FORD MOTOR CREDIT COMPANY, or by attesting the
Seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable FORD
MOTOR CREDIT COMPANY to comply with the Securities Act of 1933, as amended, and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with a Registration Statement or Registration Statements and any
and all amendments (including post-effective amendments) to the Registration
Statement or Registration Statements relating to the issuance and sale of any of
the above-captioned securities of FORD MOTOR CREDIT COMPANY authorized at a
meeting of the Board of Directors of FORD MOTOR CREDIT COMPANY held on March 14,
1997 including specifically, but without limitation thereto, power and authority
to sign his name (whether on behalf of FORD MOTOR CREDIT COMPANY or as an
officer or director of FORD MOTOR CREDIT COMPANY, or by attesting the seal of
FORD MOTOR CREDIT COMPANY or otherwise) to such Registration Statement or
Registration Statements and to such amendments (including post-effective
amendments) to the Registration Statement or Registration Statements to be filed
with the Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of
the 27th day of January, 1998.
/s/ JOHN G. CLISSOLD
- -----------------------------------
(J. G. Clissold)
/s/ K.J. COATES
- -----------------------------------
(Kenneth J. Coates)
/s/ JOHN M. DEVINE
- -----------------------------------
(John M. Devine)
/s/ E.S. ACTON /s/ DAVID C. FLANIGAN
- ----------------------------------- ---------------------------------
(E.S. Acton) (David C. Flanigan)
/s/ EDSEL B. FORD II /s/ KENNETH WHIPPLE
- ----------------------------------- ---------------------------------
(Edsel B. Ford II ) (Kenneth Whipple)
/s/ GREGORY C. SMITH /s/ MALCOLM S. MACDONALD
- ----------------------------------- ---------------------------------
(Gregory C. Smith) (Malcolm S. Macdonald)
<PAGE> 1
EXHIBIT 25
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901 (d) OF REGULATION S-T
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
FORD MOTOR CREDIT COMPANY
(Exact name of obligor as specified in its charter)
Delaware 38-1612444
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The American Road
Dearborn, Michigan 48121
(Address of principal executive offices) (Zip code)
----------------------
Variable Denomination Floating
Rate Demand Notes
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE> 3
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of February, 1998.
THE BANK OF NEW YORK
By: /s/ VAN K. BROWN
--------------------------------
Name: VAN K. BROWN
Title: ASSISTANT VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
---------
------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a
member of the Federal Reserve System, at the close of business September 30,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 5,004,638
Interest-bearing balances .......... 1,271,514
Securities:
Held-to-maturity securities ........ 1,105,782
Available-for-sale securities ...... 3,164,271
Federal funds sold and Securities pur-
chased under agreements to resell...... 5,723,829
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................34,916,196
LESS: Allowance for loan and
lease losses ..............581,177
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 34,334,590
Assets held in trading accounts ...... 2,035,284
Premises and fixed assets (including
capitalized leases) ................ 671,664
Other real estate owned .............. 13,306
Investments in unconsolidated
subsidiaries and associated
companies .......................... 210,685
Customers' liability to this bank on
acceptances outstanding ............ 1,463,446
Intangible assets .................... 753,190
Other assets ......................... 1,784,796
-----------
Total assets ......................... $57,536,995
===========
LIABILITIES
Deposits:
In domestic offices ................ $27,270,824
Noninterest-bearing ......12,160,977
Interest-bearing .........15,109,847
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 14,687,806
Noninterest-bearing .........657,479
Interest-bearing .........14,030,327
Federal funds purchased and Securities
sold under agreements to
repurchase.......................... 1,946,099
Demand notes issued to the U.S.
Treasury ........................... 283,793
Trading liabilities .................. 1,553,539
Other borrowed money:
With remaining maturity of one year
or less .......................... 2,245,014
With remaining maturity of more than
one year through three years...... 0
With remaining maturity of more than
three years ...................... 45,664
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,473,588
Subordinated notes and debentures .... 1,018,940
Other liabilities .................... 2,193,031
-----------
Total liabilities .................... 52,718,298
-----------
EQUITY CAPITAL
Common stock ........................ 1,135,284
Surplus ............................. 731,319
Undivided profits and capital
reserves .......................... 2,943,008
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 25,428
Cumulative foreign currency transla-
tion adjustments .................. ( 16,342)
------------
Total equity capital ................ 4,818,697
-----------
Total liabilities and equity
capital ........................... $57,536,995
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot)
Thomas A. Renyi) Directors
Alan R. Griffith)
------------------------------------------------------------------
