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) January 11, 1999
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FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
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(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification No.)
The American Road, Dearborn, Michigan 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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ITEM 5. Other Events.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered Debt Securities ("Debt Securities") pursuant to Registration
Statement No. 333-50611. 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 a series of
Debt Securities for issuance under an Indenture dated as of February 1, 1985,
between the Company and The Chase Manhattan Bank (the "Indenture"),
designated as the Company's 5.80% Notes due January 12, 2009 in the aggregate
principal amount of $2,300,000,000 (the "Notes"). The series of the
Notes will be represented by a Global Security (the "Global Security"),
except that in certain circumstances as provided in such Indenture, the
Global Security will be exchanged for Notes in definitive form (the
"Definitive Notes").
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 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.
Exhibit 99 Amended and Restated Profit Filed with this Report.
Maintenance Agreement dated as
of January 1, 1999 between Ford
Motor Company and Ford Motor
Credit Company.<PAGE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: January 11, 1999 By:/s/R. P. Conrad
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R. P. Conrad
Assistant Secretary
EXHIBIT INDEX
Designation Description
- ----------- -----------
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.
Exhibit 99 Amended and Restated Profit
Maintenance Agreement dated as
of January 1, 1999 between Ford
Motor Company and Ford Motor
Credit Company.
[SHEARMAN & STERLING LETTERHEAD] EXHIBIT 8.1
January 11, 1999
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Credit Company, a Delaware
corporation, of $2,300,000,000 principal amount of its 5.80% Notes due
January 12, 2009, 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 -- Income and Witholding Tax" in the Prospectus
Supplement dated January 6, 1999 relating to registration statement
no. 333-50611, to which registration statement this consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
January 11, 1999
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
$2,300,000,000 aggregate principal amount of its 5.80%
Notes due January 12, 2009, 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 January 6, 1999 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
EXHIBIT 99
This AMENDED AND RESTATED PROFIT MAINTENANCE AGREEMENT is dated as of
January 1, 1999 between Ford Motor Company, a Delaware corporation ("Ford"), and
Ford Motor Credit Company, a Delaware corporation ("Ford Credit").
WITNESSETH:
WHEREAS, Ford and Ford Credit (i) entered into a profit maintenance
agreement dated as of December 12, 1974, as amended by amendments dated as of
April 14, 1978, January 15, 1980, March 28, 1989, March 15, 1990 and July 1,
1993; and (ii) desire to further amend and restate the same to read as set forth
below (such agreement as amended and restated hereby being hereinafter called
the "Agreement").
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements hereinafter provided, the parties hereto hereby agree as follows:
1. As used herein, "Invested Capital" shall mean an amount equal to Ford
Credit's total stockholder's equity, less any equity in the net assets of
unconsolidated subsidiaries, as shown on the balance sheet of Ford Credit and
its consolidated subsidiaries as of December 31 of the year preceding the
calendar year for which any computation is made hereunder.
2. (a) To the extent necessary, Ford shall make a payment to Ford
Credit, as of the end of each calendar quarter during the years 1999 through
2001 (beginning with the first quarter of 1999), equal to the greater of (i) an
amount sufficient to cause the income before income taxes of Ford Credit and its
consolidated subsidiaries for such calendar quarter, as shown on a consolidated
statement of income of Ford Credit and its consolidated subsidiaries for such
calendar quarter, to be not less than 2% on an annualized basis of Invested
Capital, or (ii) an amount sufficient to cause the net income of Ford Credit and
its consolidated subsidiaries for such calendar quarter, as shown on such
statement of income, to be not less than 1% on an annualized basis of Invested
Capital. In the event that the amounts computed under clauses (i) and (ii) above
shall be equal, Ford shall make a payment to Ford Credit equal to such amount.
The determination of whether and the extent to which any payment is required to
be made as of the end of a calendar quarter shall be based on the latest
available earnings forecast of Ford Credit and its consolidated subsidiaries for
such calendar quarter.
(b) In the event that Ford shall have made a payment to Ford Credit
under paragraph 2(a) with respect to any calendar quarter, and Ford Credit
thereafter shall have for any subsequent calendar quarter during the same
calendar year, both (i) income before income taxes of Ford Credit and its
consolidated subsidiaries in an amount in excess of 2% on an annualized basis of
Invested Capital, and (ii) net income of Ford Credit and its consolidated
subsidiaries in an amount in excess of 1% on an annualized basis of Invested
Capital, Ford Credit shall repay to Ford an amount equal to the lesser of (A) an
amount sufficient to reduce income before income taxes of Ford Credit and its
consolidated subsidiaries to 2% on an annualized basis of Invested Capital, or
(B) an amount sufficient to reduce net income of Ford Credit and its
consolidated subsidiaries to 1% on an annualized basis of Invested Capital (but
not to exceed the aggregate of any payments made to Ford Credit under paragraph
2(a) during such year less any prior repayments made by Ford Credit during such
year under this paragraph 2(b)). In the event that the amounts computed under
clauses (A) and (B) above shall be equal, Ford Credit shall make a repayment to
Ford equal to such amount.
3. During the years 1999 through 2001, Ford Credit shall continue to
make inventory and capital financing generally available to dealers of vehicles
manufactured or sold by Ford and shall continue to make retail and lease
financing generally available to such dealers' customers to no less an extent
than Ford Credit made such services available during 1998.
4. All determinations hereunder shall be made in accordance with
generally accepted accounting principles.
5. This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated hereby and shall supersede
all prior agreements between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
FORD MOTOR COMPANY
By:/s/ Malcolm S. Macdonald
Name: Malcolm S. Macdonald
Title: Vice President and Treasurer
FORD MOTOR CREDIT COMPANY
By:/s/ David P. Cosper
Name: David P. Cosper
Title: Vice President - Treasurer
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