FORD MOTOR CREDIT CO
8-K, 1999-07-15
PERSONAL CREDIT INSTITUTIONS
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                       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) July 15, 1999


                     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 2>
ITEM 5. Other Events.

       Ford Motor Credit Company,  a Delaware  corporation (the "Company"),  has
registered  $20,000,000,000  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  three  series  of Debt  Securities  under  such
Indenture,   as  supplemented,   one  in  the  aggregate   principal  amount  of
$4,000,000,000  designated as the Company's 6.70% Global Landmark Securities due
July 16,  2004, a second in the  aggregate  principal  amount of  $1,000,000,000
designated as Floating Rate Landmark Securities due July 16, 2001 and a third in
the aggregate  principal  amount of  $1,800,000,000  designated as Floating Rate
Landmark Securities due July 16, 2002 (the "Notes").  The opinion and consent of
Shearman & Sterling  and Sullivan  &  Cromwell  consenting  to  the use of their
names in the Prospectus 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
- -----------              -----------                  ----------------
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.

                              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:  July 15, 1999                              By:/s/R. P. Conrad
                                                 -----------------
                                                    R. P. Conrad
                                                    Assistant Secretary




<PAGE 3>

                          EXHIBIT INDEX


DESIGNATION              DESCRIPTION                  METHOD OF FILING
- -----------              -----------                  ----------------
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.




[SHEARMAN & STERLING LETTERHEAD]                   EXHIBIT 8.1



                                             July 9, 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  $4,000,000,000  principal  amount of its 6.70% Global Landmark
Securities due July 16, 2004,  $1,000,000,000  aggregate principal amount of its
Floating Rate Global Landmark Securities due July 16, 2001 and $1,800,000,000
aggregate principal amount of its Floating Rate Global Landmark  Securities due
July 16, 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 July 9, 1999 relating to
registration  statement no. 333-75177, to which registration statement this
consent is an exhibit.


                                        Very truly yours,


                                        /s/ Shearman & Sterling






                                       EXHIBIT 8.2

[SULLIVAN & CROMWELL LETTERHEAD]



                                       July 9, 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  $4,000,000,000  aggregate
principal  amount of its 6.70%  Global  Landmark  Securities  due July 16, 2004,
$1,000,000,000  aggregate  principal amount of its Floating Rate Global Landmark
Securities due July 16, 2001, and $1,800,000,000 aggregate principal amount
of its Floating Rate Global  Landmark  Securities due July 16, 2002,
(collectively,  the "Notes"), 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 July 9, 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


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