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 27, 1999
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 $22,800,000,000 principal amount of its Debt Securities ("Debt
Securities") pursuant to Registration Statement No. 333-75177. 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 Debt Securities
are to be issued under an Indenture dated as of February 1, 1985, as
supplemented, 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 $5,000,000,000 designated
as the Company's 7 3/8% Global Landmark Securities due October 28, 2009,
(the "Notes"). The opinion and consent of Shearman & Sterling and Sullivan &
Cromwell consenting to the use of their names in the Prospectus and Prospectus
Supplement 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 23.1 Consent of Shearman & Sterling Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 8.2 Opinion of Sullivan & Cromwell Filed with this Report.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.2.
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 27, 1999 By:/s/R. P. Conrad
-----------------
R. P. Conrad
Assistant Secretary
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EXHIBIT INDEX
DESIGNATION DESCRIPTION METHOD OF FILING
- ----------- ----------- ----------------
Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this
Report.
Exhibit 23.1 Consent of Shearman & Sterling Filed with this is
contained in their opinion set Report.
forth in Exhibit 8.1.
Exhibit 8.2 Opinion of Sullivan & Cromwell Filed with this
Report.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this is
contained in their opinion set Report.
forth in Exhibit 8.2.
<PAGE>
Exhibit 8.1
[Shearman & Sterling Letterhead]
October 25, 1999
Ford Motor Credit Company
The American Road
Dearborn, MI 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Credit Company,
a Delaware corporation, of $5,000,000,000 aggregate principal amount of its 7
3/8% Global Landmark Securities due October 28, 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 Withholding
Tax" in the Prospectus Supplement dated October 21, 1999 relating to
registration statement no. 333-75177, to which registration statement this
consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
<PAGE>
Exhibit 8.2
[Sullivan & Cromwell Letterhead]
October 27, 1999
Ford Motor Credit Company
The American Road
Dearborn, MI 48121
Ladies and Gentlemen:
As special tax counsel to Ford Motor Credit Company (the "Company") in
connection with the issuance by the Company of $5,000,000,000 aggregate
principal amount of its 7 3/8% Notes due October 28, 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 October 21, 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
