SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 23, 1998
----------------
FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
- ----------------------- ----------------------- -------------------
(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification No.)
The American Road, Dearborn, Michigan 48121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
<PAGE>
<PAGE 2>
ITEM 5. Other Events.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered Debt Securities ("Debt Securities") pursuant to Registration
Statement No. 333-50611. The Debt Securities were registered
on Form S-3 to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933. The Company has created two series of
Debt Securities for issuance under an Indenture dated as of February 1, 1985,
as supplemented, between the Company and The Chase Manhattan Bank
(the "Indenture"), designated as the Company's 5 1/8% Notes due
October 15, 2001 in the aggregate principal amount of $750,000,000
and 5 3/8% Notes due October 15, 2002 in the aggregate principal amount
of $150,000,000 (together, the "Notes"). Each series of the Notes will be
represented by Global Securities (the "Global Securities"), except that in
certain circumstances as provided in such Indenture, the Global Securities
will be exchanged for Notes in definitive form (the "Definitive Notes").
Copies of the form of specimen Global Security for each series are being
filed as exhibits to this report.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.1 Form of specimen Global Security Filed with this Report
relating to Ford Motor Credit
Company's 5 1/8% Notes due
October 15, 2001.
Exhibit 4.2 Form of specimen Global Security Filed with this Report.
relating to Ford Motor Credit
Company's 5 3/8% Notes due
October 15, 2002
Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report.
Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report.
Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.2.
<PAGE>
<Page 3>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: October 23, 1998 By:/s/R. P. Conrad
-----------------
R. P. Conrad
Assistant Secretary
EXHIBIT INDEX
Designation Description
- ----------- -----------
Exhibit 4.1 Form of specimen Global Security
relating to Ford Motor Credit
Company's 5 1/8% Notes due
October 15, 2001.
Exhibit 4.2 Form of specimen Global Security
relating to Ford Motor Credit
Company's 5 3/8% Notes due
October 15, 2002.
Exhibit 8.1 Opinion of Shearman & Sterling.
Exhibit 8.2 Opinion of Sullivan & Cromwell.
Exhibit 23.1 Consent of Shearman & Sterling
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell
is contained in their opinion set
forth in Exhibit 8.2.
<PAGE>
[FORM OF GLOBAL SECURITY] EXHIBIT 4.1
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A
SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insomuch as the registered owner
hereof, Cede & Co., has an interest herein.
FORD MOTOR CREDIT COMPANY
$150,000,000
R1 CUSIP 345397 SD 6
5 1/8% Notes due October 15, 2001
FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000), or so much thereof as shall be outstanding from time to time
as determined by the Trustee, as Security Registrar, and reflected in the
Security Register, on October 15, 2001, unless earlier redeemed as herein
provided, and to pay interest thereon from October 26, 1998 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on October 15 and April 15 in each year, commencing April
15, 1999, at the rate of 5 1/8% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth day (whether
or not a Business Day) preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder hereof not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture.
<PAGE>
Payment of the principal of and any interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City and State of New York, or the City of
Philadelphia, the Commonwealth of Pennsylvania, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts and in immediately available funds;
provided, however, that at the option of the Company, payment of interest may
be made by wire transfer of immediately available funds to an account of the
Person entitled thereto as such account shall be provided to the Security
Registrar and shall appear in the Security Register.
This Security is one of the duly authorized securities of the Company
(herein called the "Securities") issued and to be issued in one or more
series under an Indenture dated as of February 1, 1985, as supplemented (the
"Indenture"), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture with respect to the series of Securities represented hereby),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is a Global Security
representing $150,000,000 aggregate principal amount of the Company's 5 1/8%
Notes due October 15, 2001.
The Securities of the series of which this Global Security is a part, is
initially limited to $750,000,000 aggregate principal amount. The Company
may, without the consent of the Holder hereof, create and issue additional
securities ranking pari passu with the Securities of this series in all
respects and so that such additional securities shall be consolidated and
form a single series having the same terms as to status, redemption or
otherwise as the Securities initially issued. No additional securities may
be issued if an Event of Default has occurred.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Securities of this series such
additional amounts as are necessary in order that the net payment by the
Company or a Paying Agent of the principal of and interest thereon in respect
of any beneficial owner thereof who is a non-United States person, after
deduction for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less
than the amount provided in the Securities of this series in respect of such
beneficial owner, to be then due and payable; provided, however, that the
foregoing obligation to pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the beneficial owner of any portion
of the Securities of this series, or a fiduciary, settlor,
beneficiary, member or shareholder of such beneficial owner if such
beneficial owner is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered by a
fiduciary holder, being considered as:
<PAGE>
(a) being or having been present or engaged in trade or
business in the United States or having or having had a
permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen or resident
thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company or a
controlled foreign corporation with respect to the United States
or a corporation that has accumulated earnings to avoid United
States federal income tax; or
(d) being or having been a "10-percent shareholder" of the
Company as defined in section 871(h)(3) of the United States
Internal Revenue Code or any successor provision;
(2) to any beneficial owner of the Securities of this series
that is not the sole beneficial owner of any Security of this Series,
or portion thereof, or that is a fiduciary or partnership, but only
to the extent that a beneficiary or settlor with respect to the
fiduciary, beneficial owner or member of the partnership would not
have been entitled to the payment of an additional amount had the
beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the failure of a beneficial owner of
any portion of the Securities of this series or any other person to
comply with the certification, identification or information
reporting requirements concerning the nationality, residence,
identity or connection with the United States of the beneficial owner
of any portion of the Securities of this series, if compliance is
required by statute or by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from
the payment;
(5) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
<PAGE>
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of
or interest on any Securities of this series, if such payment can be
made without such withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7).
The Securities of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation
applicable thereto. Except as specifically provided herein, the Company
shall not be required to make any payment with respect to any tax, assessment
or governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, official position regarding the application or
interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after October 16, 1998,
the Company becomes or will become obligated to pay additional amounts as
described above with respect to any Securities of this series or (b) any act
is taken by a taxing authority of the United States on or after October 16,
1998, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts with respect to any Securities
of this series, then the Company may, at its option, redeem, as a whole, but
not in part, all of the Securities of this series on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued thereon to the date fixed
for redemption, provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Securities of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by
a taxing authority of the Untied States results in a substantial probability
that it will or may be required to pay the additional amounts described above
and the Company shall have delivered to the Trustee a certificate, signed by
a duly authorized officer, stating that based on such opinion the Company is
entitled to redeem the Securities of this series pursuant to their terms.
As used herein, the term "United States" means the United States of
American (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and "non-United States person" means a person who
is not a United States person.
Notices with respect to the Securities of this series will be published
in newspapers in The City of New York, in London, and, so long as the
Securities of this series are listed on the Luxembourg Stock Exchange, in
Luxembourg. It is expected that publication will be made in The City of New
York in The Wall Street Journal, in London in the Financial Times, in
Luxembourg in the Luxemburger Wort. Any such notice shall be deemed to have
been given on the date of such publication or, if published more than once,
on the date of the first such publication.
If an Event of Default with respect to this Global Security shall occur
and be continuing, the principal hereof may be declared due and payable in
the manner and with the effect provided in the Indenture.
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal
amount of the Outstanding Securities of each series, on behalf of the
Holders of all Outstanding Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Global Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Global Security and of
any Global Security issued upon the registration of transfer hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Global Security.
No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the amount of principal
of and interest on this Global Security herein provided, and at the times,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, particularly the limitation set forth in Section 2.05(b) of the
Indenture, the transfer of this Global Security is registrable in the
Security Register, upon surrender of this Global Security for registration
of transfer at the office or agency of the Company in any place where the
principal of and interest on this Global Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon a new Global
Security of this series for the same aggregate principal amount will be
issued to the designated transferee or transferees.
<PAGE>
No service charge shall be made for any such registration of transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is
registered as the owner hereof for all purposes, whether or not this Global
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
In the event that DTC or another depositary in respect of this Series is
unwilling or unable to continue as a depositary and a successor depositary is
not appointed by the Company within 90 days, the Holder hereof shall
surrender this Global Security to the Trustee for cancellation whereupon, in
accordance with Section 3.05 of the Indenture, the Company will execute and
the Trustee will authenticate and deliver Securities of this series in
definitive registered form without coupons, in denominations of $1,000 and
any integral multiple thereof, and in an aggregate principal amount equal to
the principal amount of this Global Security at the time outstanding in
exchange for this Global Security.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Global Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this
instrument to be signed by its Chairman of the Board, or its President, or
one of its Vice Presidents, and by its Treasurer or one of its Assistant
Treasurers, manually or in facsimile, and its corporate seal to be imprinted
hereon.
Dated: October 26, 1998 FORD MOTOR CREDIT COMPANY
By
-----------------------
Chairman of the Board
[CORPORATE SEAL]
By
------------------------
Treasurer
Attest:---------------------
Assistant Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Security of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
As Trustee,
By
---------------------
Authorized Officer
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- --------------------------------------------------------------------------
the within Global Security, and all rights thereunder, hereby irrevocably
constituting and appointing
- -------------------------------------------------------------------attorney
to transfer said Global Security on the books of the Company, with full
power of substitution in the premises.
Dated:
- --------------------------------
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Global Security in every particular
without alteration or enlargement or any change whatsoever and must be
guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York
Stock Exchange.
<PAGE>
[FORM OF GLOBAL SECURITY] EXHIBIT 4.2
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A
SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insomuch as the registered owner
hereof, Cede & Co., has an interest herein.
FORD MOTOR CREDIT COMPANY
$150,000,000
R1 CUSIP 345397 SE 4
5 3/8% Notes due October 15, 2002
FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000), or so much thereof as shall be outstanding from time to time
as determined by the Trustee, as Security Registrar, and reflected in the
Security Register, on October 15, 2002, unless earlier redeemed as herein
provided, and to pay interest thereon from October 26, 1998 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on October 15 and April 15 in each year, commencing April
15, 1999, at the rate of 5 3/8% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth day (whether
or not a Business Day) preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder hereof not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture.
<PAGE>
Payment of the principal of and any interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City and State of New York, or the City of
Philadelphia, the Commonwealth of Pennsylvania, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts and in immediately available funds;
provided, however, that at the option of the Company, payment of interest may
be made by wire transfer of immediately available funds to an account of the
Person entitled thereto as such account shall be provided to the Security
Registrar and shall appear in the Security Register.
This Security is one of the duly authorized securities of the Company
(herein called the "Securities") issued and to be issued in one or more
series under an Indenture dated as of February 1, 1985, as supplemented (the
"Indenture"), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture with respect to the series of Securities represented hereby),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is a Global Security
representing $150,000,000 aggregate principal amount of the Company's 5 3/8%
Notes due October 15, 2002.
The Securities of the series of which this Global Security is a part, is
initially limited to $150,000,000 aggregate principal amount. The Company
may, without the consent of the Holder hereof, create and issue additional
securities ranking pari passu with the Securities of this series in all
respects and so that such additional securities shall be consolidated and
form a single series having the same terms as to status, redemption or
otherwise as the Securities initially issued. No additional securities may
be issued if an Event of Default has occurred.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Securities of this series such
additional amounts as are necessary in order that the net payment by the
Company or a Paying Agent of the principal of and interest thereon in respect
of any beneficial owner thereof who is a non-United States person, after
deduction for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less
than the amount provided in the Securities of this series in respect of such
beneficial owner, to be then due and payable; provided, however, that the
foregoing obligation to pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the beneficial owner of any portion
of the Securities of this series, or a fiduciary, settlor,
beneficiary, member or shareholder of such beneficial owner if such
beneficial owner is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered by a
fiduciary holder, being considered as:
<PAGE>
(a) being or having been present or engaged in trade or
business in the United States or having or having had a
permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen or resident
thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company or a
controlled foreign corporation with respect to the United States
or a corporation that has accumulated earnings to avoid United
States federal income tax; or
(d) being or having been a "10-percent shareholder" of the
Company as defined in section 871(h)(3) of the United States
Internal Revenue Code or any successor provision;
(2) to any beneficial owner of the Securities of this series
that is not the sole beneficial owner of any Security of this Series,
or portion thereof, or that is a fiduciary or partnership, but only
to the extent that a beneficiary or settlor with respect to the
fiduciary, beneficial owner or member of the partnership would not
have been entitled to the payment of an additional amount had the
beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of the failure of a beneficial owner of
any portion of the Securities of this series or any other person to
comply with the certification, identification or information
reporting requirements concerning the nationality, residence,
identity or connection with the United States of the beneficial owner
of any portion of the Securities of this series, if compliance is
required by statute or by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from
the payment;
(5) to a tax, assessment or governmental charge that is imposed
or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
<PAGE>
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of
or interest on any Securities of this series, if such payment can be
made without such withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7).
The Securities of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation
applicable thereto. Except as specifically provided herein, the Company
shall not be required to make any payment with respect to any tax, assessment
or governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, official position regarding the application or
interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after October 16, 1998,
the Company becomes or will become obligated to pay additional amounts as
described above with respect to any Securities of this series or (b) any act
is taken by a taxing authority of the United States on or after October 16,
1998, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts with respect to any Securities
of this series, then the Company may, at its option, redeem, as a whole, but
not in part, all of the Securities of this series on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued thereon to the date fixed
for redemption, provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Securities of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by
a taxing authority of the Untied States results in a substantial probability
that it will or may be required to pay the additional amounts described above
and the Company shall have delivered to the Trustee a certificate, signed by
a duly authorized officer, stating that based on such opinion the Company is
entitled to redeem the Securities of this series pursuant to their terms.
As used herein, the term "United States" means the United States of
American (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and "non-United States person" means a person who
is not a United States person.
Notices with respect to the Securities of this series will be published
in newspapers in The City of New York, in London, and, so long as the
Securities of this series are listed on the Luxembourg Stock Exchange, in
Luxembourg. It is expected that publication will be made in The City of New
York in The Wall Street Journal, in London in the Financial Times, in
Luxembourg in the Luxemburger Wort. Any such notice shall be deemed to have
been given on the date of such publication or, if published more than once,
on the date of the first such publication.
If an Event of Default with respect to this Global Security shall occur
and be continuing, the principal hereof may be declared due and payable in
the manner and with the effect provided in the Indenture.
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal
amount of the Outstanding Securities of each series, on behalf of the
Holders of all Outstanding Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Global Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Global Security and of
any Global Security issued upon the registration of transfer hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Global Security.
No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the amount of principal
of and interest on this Global Security herein provided, and at the times,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, particularly the limitation set forth in Section 2.05(b) of the
Indenture, the transfer of this Global Security is registrable in the
Security Register, upon surrender of this Global Security for registration
of transfer at the office or agency of the Company in any place where the
principal of and interest on this Global Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon a new Global
Security of this series for the same aggregate principal amount will be
issued to the designated transferee or transferees.
<PAGE>
No service charge shall be made for any such registration of transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is
registered as the owner hereof for all purposes, whether or not this Global
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
In the event that DTC or another depositary in respect of this Series is
unwilling or unable to continue as a depositary and a successor depositary is
not appointed by the Company within 90 days, the Holder hereof shall
surrender this Global Security to the Trustee for cancellation whereupon, in
accordance with Section 3.05 of the Indenture, the Company will execute and
the Trustee will authenticate and deliver Securities of this series in
definitive registered form without coupons, in denominations of $1,000 and
any integral multiple thereof, and in an aggregate principal amount equal to
the principal amount of this Global Security at the time outstanding in
exchange for this Global Security.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Global Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this
instrument to be signed by its Chairman of the Board, or its President, or
one of its Vice Presidents, and by its Treasurer or one of its Assistant
Treasurers, manually or in facsimile, and its corporate seal to be imprinted
hereon.
Dated: October 26, 1998 FORD MOTOR CREDIT COMPANY
By
-----------------------
Chairman of the Board
[CORPORATE SEAL]
By
------------------------
Treasurer
Attest:---------------------
Assistant Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Security of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
As Trustee,
By
---------------------
Authorized Officer
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- --------------------------------------------------------------------------
the within Global Security, and all rights thereunder, hereby irrevocably
constituting and appointing
- -------------------------------------------------------------------attorney
to transfer said Global Security on the books of the Company, with full
power of substitution in the premises.
Dated:
- --------------------------------
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Global Security in every particular
without alteration or enlargement or any change whatsoever and must be
guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York
Stock Exchange.
[SHEARMAN & STERLING LETTERHEAD] EXHIBIT 8.1
October 16, 1998
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Credit Company, a Delaware
corporation, of $750,000,000 principal amount of its Notes due
October 15, 2001 and $150,000,000 principal amount of its Notes due October
15, 2002, we hereby consent to the use of our name and confirm to
you our tax advice as set forth under the heading "United States Taxation of
Non-United States Persons" in the Prospectus Supplement dated October 16,
1998 relating to registration statement No. 333-50611, to which registration
statement this consent is an exhibit.
Very truly yours,
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
October 23, 1998
Ford Motor Credit Company,
The American Road,
Dearborn, Michigan 48121
Ladies and Gentlemen:
As special tax counsel to Ford Motor Credit Company
(the "Company") in connection with the issuance by the Company of
$750,000,000 aggregate principal amount of its 5 1/8%
Notes due October 15, 2001, and $150,000,000 aggregate principal
amount of its 5 3/8% Notes due October 15, 2002, we hereby
confirm to you our opinion as set forth under the heading "United
States Taxation of Non-United States Persons" in the Prospectus
Supplement dated October 16, 1998 for the Notes.
We hereby consent to the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the
Company's current report on Form 8-K and the reference to us
under the heading "United States Taxation of Non-United States
Persons" in the Prospectus Supplement. By giving the foregoing
consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell
