SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 30, 1998
FORD MOTOR CREDIT COMPANY
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(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE 1-6368 38-1612444
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(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification
No.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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ITEM 5. OTHER EVENTS
Ford Motor Credit Company, a Delaware corporation (the
"Company"), has registered $5,000,000,000 principal amount of its Debt
Securities ("Debt Securities") pursuant to Registration Statement No.
333-41059. The Debt Securities were registered on Form S-3 to be offered on
a delayed or continuous basis pursuant to Rule 4l5 under the Securities Act
of 1933. The Debt Securities are to be issued under an Indenture dated as
of February 1, 1985, as supplemented by a First Supplemental Indenture dated
as of April 1, 1986, a Second Supplemental Indenture dated as of September 1,
1986, a Third Supplemental Indenture dated as of March 15, 1987, a Fourth
Supplemental Indenture dated as of April 15, 1988 and a Fifth Supplemental
Indenture dated as of September 1, 1990 , between the Company and The Chase
Manhattan Bank, as trustee.
The Company has created a series of Debt Securities under such
Indenture, as supplemented, in the aggregate principal amount of up to
$5,000,000,000, designated as the Company's Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue ("the "Notes"). The opinions
and consents of Sullivan & Cromwell and Shearman & Sterling consenting to the
use of their names in the Prospectuses relating to the Notes are being filed
as exhibits to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBITS
DESIGNATION DESCRIPTION METHOD OF FILING
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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
is contained in their opinion set this Report.
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with
is contained in their opinion set this Report.
forth in Exhibit 8.2.
<PAGE>
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: March 30, 1998 By: /s/ R. P. Conrad
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R. P. Conrad
Assistant Secretary
<PAGE>
EXHIBIT INDEX
DESIGNATION DESCRIPTION
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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.
[SHEARMAN & STERLING LETTERHEAD] EXHIBIT 8.1
March 26, 1998
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the registration by Ford Motor Credit Company, a
Delaware corporation (the "Company"), of up to $5,000,000,000 aggregate
principal amount of the Company's debt securities to be designated as Medium-
Term Notes Due from 9 Months to 30 Years from Date of Issue, 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" in the Prospectus Supplement
contained in registration statement No. 333-41059, to which this consent is
an exhibit.
Very truly yours,
/s/Shearman & Sterling
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
March 26, 1998
Ford Motor Credit Company,
The American Road,
Dearborn, Michigan 48121
Ladies and Gentlemen:
As special tax counsel to Ford Motor Credit Company
in connection with the proposed offering by Ford Motor Credit
Company of up to $5,000,000,000 aggregate principal amount of
Debt Securities to be designated as Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue, we hereby confirm to you
our opinion as set forth under the heading "United States
Taxation" in the Prospectus Supplement covering such notes which
are a part of the registration statement (the "Registration
Statement") to which this letter is attached as an exhibit.
We hereby consent to the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading
"United States Taxation" in each of the Prospectus Supplements.
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
