<PAGE> 1
REGISTRATION STATEMENT NO. 333-75177
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR CREDIT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-1612444
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121 (313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
R. P. CONRAD, ESQ.
FORD MOTOR CREDIT COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 594-7765
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ] ________
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE(1)
<S> <C> <C> <C> <C>
- ------------------------------------
Debt Securities..................... $20,000,000,000 100%* $20,000,000,000* $5,560,000
</TABLE>
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* Estimated solely for the purpose of determining the amount of the
registration fee.
(1) $278 of which was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended, the Prospectus which is a part of this
Registration Statement is a combined Prospectus relating also to Registration
Statement No. 333-50611 and constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-50611.
================================================================================
<PAGE> 2
FORD LOGO
FORD MOTOR CREDIT COMPANY
$22,800,000,000
DEBT SECURITIES
This Prospectus is part of two registration statements that Ford Motor
Credit Company filed with the Securities and Exchange Commission utilizing a
"shelf" registration process. Under this shelf process, Ford Credit may, from
time to time, sell the debt securities described in this Prospectus in one or
more offerings up to a total dollar amount of $22,800,000,000.
This Prospectus provides you with a general description of the debt
securities Ford Credit may offer. Each time Ford Credit sells debt securities,
it will provide a Prospectus Supplement that will contain specific information
about the terms of that offering. The Prospectus Supplement also may add, update
or change information contained in this Prospectus.
You should read both this Prospectus and any Prospectus Supplement together
with additional information described under the heading WHERE YOU CAN FIND MORE
INFORMATION.
Ford Credit's principal executive offices are located at:
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
313-322-3000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information......................... 2
Information Concerning Ford Credit.......................... 2
Information Concerning Ford................................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Use of Proceeds............................................. 4
Description of Debt Securities.............................. 5
Plan of Distribution........................................ 8
Legal Opinions.............................................. 9
Experts..................................................... 9
</TABLE>
-------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE DEBT SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
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WHERE YOU CAN FIND MORE INFORMATION
Ford Motor Credit Company ("Ford Credit") files annual, quarterly and
special reports and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document Ford Credit files at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Ford Credit's SEC filings also are available to
you at the SEC's web site at http://www.sec.gov.
The SEC allows Ford Credit to "incorporate by reference" the information
Ford Credit files with the SEC, which means that Ford Credit can disclose
important information to you by referring you to those documents that are
considered part of this Prospectus. Information that Ford Credit files later
with the SEC will automatically update and supersede the previously filed
information. Ford Credit incorporates by reference the documents listed below
and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until (i) after the date of filing of
this Registration Statement and prior to effectiveness and (ii) the offering of
all the debt securities has been completed.
- Annual Report on Form 10-K for the year ended December 31, 1998 (the
"1998 10-K Report").
- Current Reports on Form 8-K dated January 11, 1999, February 2, 1999 (the
"February 1999 8-K Report"), February 22, 1999 and April 15, 1999.
These reports include information about Ford Motor Company ("Ford") as well
as information about Ford Credit.
You may request copies of these filings at no cost, by writing or
telephoning Ford Credit at the following address:
Ford Motor Credit Company
The American Road
Dearborn, MI 48121
Attn: Corporate Secretary
(313) 594-9876
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is an indirect
wholly-owned subsidiary of Ford. As used herein "Ford Credit" refers to Ford
Motor Credit Company and its subsidiaries unless the context otherwise requires.
Ford Credit and its subsidiaries provide wholesale financing and capital
loans to Ford Motor Company retail dealerships and associated non-Ford
dealerships throughout the world, most of which are privately owned and
financed, and purchase retail installment sale contracts and retail leases from
them. Ford Credit also makes loans to vehicle leasing companies, the majority of
which are affiliated with such dealerships. In addition, subsidiaries of Ford
Credit provide these financing services in the United States, Europe, Canada,
Australia, Indonesia and India to non-Ford dealerships. A substantial majority
of all new vehicles financed by Ford Credit are manufactured by Ford and its
affiliates. Ford Credit also provides retail financing for used vehicles built
by Ford and other manufacturers. In addition to vehicle financing, Ford Credit
makes loans to affiliates of Ford and finances certain receivables of Ford and
its subsidiaries.
Ford Credit also conducts insurance operations through The American Road
Insurance Company ("American Road") and its subsidiaries in the United States
and Canada. American Road's business consists of extended service plan contracts
for new and used vehicles manufactured by affiliated and nonaffiliated
companies, primarily originating from Ford dealers, physical damage insurance
covering vehicles and equipment financed at wholesale by Ford
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<PAGE> 5
Credit, and the reinsurance of credit life and credit disability insurance for
retail purchasers of vehicles and equipment.
INFORMATION CONCERNING FORD
Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the world's
largest producer of trucks and the second-largest producer of cars and trucks
combined.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture and sale of cars and trucks and automotive components and systems.
Substantially all of the cars and trucks Ford produces are sold through retail
dealerships, most of which are privately owned and financed.
The activities of Ford's Financial Services segment are conducted primarily
through its subsidiaries: Ford Credit and The Hertz Corporation.
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<PAGE> 6
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of "earnings" to "fixed charges" for Ford Credit and Ford were as
follows for each of the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ford Motor Credit Company................................... 1.3 1.3 1.3 1.3 1.5
Ford Motor Company.......................................... 3.8* 2.0 1.6 1.6 2.0
</TABLE>
- -------------------------
* Earnings used in calculation of this ratio include $15,955 million gain on
spin-off of The Associates. Excluding this gain, the ratio is 2.0.
For purposes of the Ford Credit ratio:
"earnings" mean the sum of:
- Ford Credit's pre-tax income from continuing operations before
adjustment for minority interests in consolidated subsidiaries, and
- Ford Credit's fixed charges.
"fixed charges" mean the sum of:
- interest Ford Credit pays on borrowed funds,
- the amount Ford Credit amortizes for debt discount, premiums and
issuance expenses and
- one-third of all rental expenses of Ford Credit (the portion deemed
representative of the interest factor.
For purposes of the Ford ratio:
"earnings" mean the sum of:
- Ford's pre-tax income,
- the pre-tax income of Ford's majority-owned subsidiaries, whether or
not consolidated,
- Ford's proportionate share of the income of any fifty-percent-owned
companies,
- any income Ford received from less-than-fifty-percent-owned
companies, and
- Ford's fixed charges.
"fixed charges" mean the sum of:
- the interest Ford pays on borrowed funds,
- the preferred stock dividend requirements of Ford's consolidated
subsidiaries and trusts,
- the amount Ford amortizes for debt discount, premium, and issuance
expense, and
- one-third of all rental expenses of Ford (the proportion deemed
representative of the interest factor).
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the debt securities will be added to the general funds of Ford
Credit and will be available for the purchase of receivables, for loans and for
use in connection with the retirement of debt. Such proceeds initially may be
used to reduce short-term borrowings (commercial paper, borrowings under bank
lines of credit and borrowings under agreements with bank trust departments) or
may be invested temporarily in short-term securities.
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<PAGE> 7
Ford Credit expects to issue additional long-term and short-term debt from
time to time. The nature and amount of Ford Credit's long-term and short-term
debt and the proportionate amount of each can be expected to vary from time to
time, as a result of business requirements, market conditions and other factors.
DESCRIPTION OF DEBT SECURITIES
Ford Credit will issue debt securities in one or more series under an
Indenture, dated as of February 1, 1985, as supplemented, between Ford Credit
and The Chase Manhattan Bank (the "Trustee"). The Indenture may be supplemented
further from time to time.
The Indenture is a contract between Ford Credit and The Chase Manhattan
Bank acting as Trustee. The Trustee has two main roles. First, the Trustee can
enforce your rights against Ford Credit if an "Event of Default" described below
occurs. Second, the Trustee performs certain administrative duties for Ford
Credit.
The Indenture is summarized below. Because it is a summary, it does not
contain all of the information that may be important to you. Ford Credit filed
the Indenture as an exhibit to the registration statement, and suggests that you
read those parts of the Indenture that are important to you. You especially need
to read the Indenture to get a complete understanding of your rights and our
obligations under the covenants described below under Limitation on Liens and
Merger and Consolidation. Throughout the summary Ford Credit has included
parenthetical references to the Indenture so that you can easily locate the
provisions being discussed.
The specific terms of each series of debt securities will be described in
the particular Prospectus Supplement relating to that series. The Prospectus
Supplement may or may not modify the general terms found in this Prospectus and
will be filed with the SEC. For a complete description of the terms of a
particular series of debt securities, you should read both this Prospectus and
the Prospectus Supplement relating to that particular series.
GENERAL
The debt securities offered by this Prospectus will be limited to a total
amount of $1,000,000, or the equivalent amount in any currency. The Indenture,
however, does not limit the amount of debt securities that may be issued under
it. Therefore, additional debt securities may be issued under the Indenture.
The Prospectus Supplement which will accompany this Prospectus will
describe the particular series of debt securities being offered by including:
- the designation or title of the series of debt securities;
- the total principal amount of the series of debt securities;
- the percentage of the principal amount at which the series of debt
securities will be offered;
- the date or dates on which principal will be payable;
- the rate or rates (which may be either fixed or variable) and/or the
method of determining such rate or rates of interest, if any;
- the date or dates from which any interest will accrue, or the method
of determining such date or dates, and the date or dates on which any
interest will be payable;
- the terms for redemption, extension or early repayment, if any;
- the currencies in which the series of debt securities are issued or
payable;
- the provision for any sinking fund;
- any additional restrictive covenants;
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<PAGE> 8
- any additional Events of Default;
- whether the series of debt securities are issuable in physical or
global form;
- any special tax implications, including provisions for original issue
discount; and
- any other terms.
The debt securities will be unsecured obligations of Ford Credit. The debt
securities will rank equally with Ford Credit's other unsecured and
unsubordinated indebtedness (parent company only).
Unless the Prospectus Supplement states otherwise, principal (and premium,
if any) and interest, if any, will be paid by Ford Credit in immediately
available funds.
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary (as defined in the Indenture)
shall pledge or otherwise subject to any lien (as defined in the Indenture as a
"Mortgage") any of its property or assets, Ford Credit will secure or cause such
Restricted Subsidiary to secure the debt securities equally and ratably with (or
prior to) the indebtedness secured by such Mortgage. This restriction does not
apply to Mortgages securing such indebtedness which shall not exceed $5 million
in the aggregate at any one time outstanding and does not apply to:
- certain Mortgages created or incurred to secure financing of the
export or marketing of goods outside the United States;
- Mortgages on accounts receivable payable in foreign currencies
securing indebtedness incurred and payable outside the United States;
- Mortgages in favor of Ford Credit or any Restricted Subsidiary;
- Mortgages in favor of governmental bodies to secure progress, advance
or other payments, or deposits with any governmental body required in
connection with the business of Ford Credit or a Restricted
Subsidiary;
- deposits made in connection with pending litigation;
- Mortgages existing at the time of acquisition of the assets secured
thereby (including acquisition through merger or consolidation) and
certain purchase money Mortgages; and
- any extension, renewal or replacement of any Mortgage or Mortgages
referred to in the foregoing clauses, inclusive. (Section 10.04).
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of Ford Credit with
or into any other corporation shall be permitted, and no sale or conveyance of
its property as an entirety, or substantially as an entirety, may be made to
another corporation, if, as a result thereof, any asset of Ford Credit or a
Restricted Subsidiary would become subject to a Mortgage, unless the debt
securities shall be equally and ratably secured with (or prior to) the
indebtedness secured by such Mortgage, or unless such Mortgage could be created
pursuant to Section 10.04 (see "Limitation on Liens" above) without equally and
ratably securing the Indenture Securities. (Section 8.03).
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EVENTS OF DEFAULT AND NOTICE THEREOF
The Indenture defines an "Event of Default" as being any one of the
following events:
- failure to pay interest for 30 days after becoming due;
- failure to pay principal or any premium for five business days after
becoming due;
- failure to make a sinking fund payment for five days after becoming
due;
- failure to perform any other covenant applicable to the debt
securities for 90 days after notice;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default provided in the Prospectus Supplement.
An Event of Default for a particular series of debt securities will not
necessarily constitute an Event of Default for any other series of debt
securities issued under the Indenture. (Section 5.01.)
If an Event of Default occurs and continues, the Trustee or the holders of
at least 25% of the total principal amount of the series may declare the entire
principal amount (or, if they are Original Issue Discount Securities (as defined
in the Indenture), the portion of the principal amount as specified in the terms
of such series) of all of the debt securities of that series to be due and
payable immediately. If this happens, subject to certain conditions, the holders
of a majority of the total principal amount of the debt securities of that
series can void the declaration. (Section 5.02.)
The Indenture provides that within 90 days after default under a series of
debt securities, the Trustee will give the holders of that series notice of all
uncured defaults known to it. (The term "default" includes the events specified
above without regard to any period of grace or requirement of notice.) The
Trustee may withhold notice of any default (except a default in the payment of
principal, interest or any premium) if it believes that it is in the interest of
the holders. (Section 6.02.)
Annually, Ford Credit must send to the Trustee a certificate describing any
existing defaults under the Indenture. (Section 10.05.)
Other than its duties in case of a default, the Trustee is not obligated to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any holders, unless the holders offer the Trustee reasonable
protection from expenses and liability. (Section 6.01.) If they provide this
reasonable indemnification, the holders of a majority of the total principal
amount of any series of debt securities may direct the Trustee how to act under
the Indenture. (Section 5.12.)
MODIFICATION OF THE INDENTURE
With certain exceptions, Ford Credit's rights and obligations and your
rights under a particular series of debt securities may be modified with the
consent of the holders of not less than two-thirds of the total principal amount
of those debt securities. No modification of the principal or interest payment
terms, and no modification reducing the percentage required for modifications,
will be effective against you without your consent. (Section 9.02.)
GLOBAL SECURITIES
Unless otherwise stated in the Prospectus Supplement, the debt securities
of a series will be issued in the form of one or more global certificates that
will be deposited with, or on behalf of, The Depository Trust Company, New York,
New York ("DTC"), which will act as depositary for the global certificates.
Beneficial interests in global certificates will be shown on, and transfers of
global certificates will be effected only through, records maintained by DTC and
its participants. Therefore, if you wish to own debt securities that are
represented by one or more global certificates, you can do so only indirectly or
"beneficially" through an account with a broker,
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<PAGE> 10
bank or other financial institution that has an account with DTC (that is, a DTC
participant) or through an account directly with DTC if you are a DTC
participant.
While the debt securities are represented by one or more global
certificates:
- You will not be able to have the debt securities registered in your
name;
- You will not be able to receive a physical certificate for the debt
securities;
- Ford Credit's obligations, as well as the obligations of the Trustee
and any of Ford Credit's agents, under the debt securities will run
only to DTC as the registered owner of the debt securities. For
example, once any payment under a series of debt securities is made to
DTC, neither Ford Credit nor the Trustee will have any further
responsibility for the payment even if DTC or your broker, bank or
other financial institution fails to pass it on so that you receive
it;
- Your rights under the debt securities relating to payments, transfers,
exchanges and other matters will be governed by applicable law and by
the contractual arrangements between you and your broker, bank or
other financial institution, and/or the contractual arrangements you
or your broker, bank or financial institution has with DTC. Neither
Ford Credit nor the Trustee has any responsibility for the actions of
DTC or your broker, bank or financial institution;
- You may not be able to sell your interests in the debt securities to
some insurance companies and others who are required by law to own
their debt securities in the form of physical certificates; and
- Because the debt securities will trade in DTC's Same-Day Funds
Settlement System, when you buy or sell interests in the debt
securities, payment for them will have to be made in immediately
available funds. This could affect the attractiveness of the debt
securities to others.
A global certificate generally can be transferred only as a whole, unless
it is being transferred to certain nominees of the depositary or it is exchanged
in whole or in part for debt securities in physical form. If a global
certificate is exchanged for debt securities in physical form, they will be in
denominations of $1,000 and integral multiples thereof, or another denomination
stated in the Prospectus Supplement.
PLAN OF DISTRIBUTION
Ford Credit may sell the debt securities to or through agents or
underwriters or directly to one or more purchasers.
BY AGENTS
Ford Credit may use agents to sell the debt securities. The agents will
agree to use their best efforts to solicit purchases for the period of their
appointment.
BY UNDERWRITERS
Ford Credit may sell the debt securities to underwriters. The underwriters
may resell the debt securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the
securities will be subject to certain conditions. Each underwriter will be
obligated to purchase all the debt securities allocated to it under the
underwriting agreement. The underwriters may change any initial public offering
price and any discounts or concessions they give to dealers.
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<PAGE> 11
DIRECT SALES
Ford Credit may sell debt securities directly to you. In this case, no
underwriters or agents would be involved.
GENERAL INFORMATION
Any underwriters or agents will be identified and their compensation
described in a Prospectus Supplement.
Ford Credit may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute to payments they may be required to
make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, Ford Credit or its subsidiaries in the ordinary course of
their respective businesses. The Chase Manhattan Bank, Trustee under the
Indenture, is also the trustee under indentures covering a number of outstanding
issues of notes and debentures of Ford Credit, is a depositary of Ford Credit
and Ford, has from time to time made loans to Ford Credit, Ford and its
subsidiaries and has performed other services for such companies in the normal
course of its business.
LEGAL OPINIONS
Hurley D. Smith, Esq., who is Ford Credit's Corporate Counsel and
Secretary, or another Ford Credit attorney, will provide Ford Credit an opinion
about the legality of the debt securities. Mr. Smith owns, and such other
attorney likely would own, Common Stock of Ford and options to purchase shares
of Common Stock of Ford.
EXPERTS
The financial statements and schedules included in the 1998 10-K Report and
the February 1999 8-K Report have been audited by PricewaterhouseCoopers LLP
("PwC"), independent accountants. These financial statements are incorporated by
reference in this Prospectus and in the registration statement in reliance upon
PwC's report on those financial statements given on their authority as experts
in accounting and auditing.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.... $5,560,000
Printing and engraving................................. 400,000
Accountants' fees...................................... 200,000
Blue Sky fees and expenses............................. 30,000
Fees and expenses of Trustee........................... 400,000
Rating Agency fees..................................... 360,000
Miscellaneous expenses................................. 30,000
----------
Total........................................... $6,980,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents;
insurance --
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the
II-2
<PAGE> 14
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 5 of Article Ninth of the Certificate of Incorporation of Ford
Credit provides as follows:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article NINTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 5.1. Any repeal or
modification of subsection 5.1 of this Article NINTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. INDEMNIFICATION AND INSURANCE.
5.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including penalties, fines,
judgments, attorneys' fees, amounts paid or to be paid in settlement and excise
taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his
II-3
<PAGE> 15
or her heirs, executors and administrators; provided, however, that the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person (other
than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this subsection 5.3a of Article NINTH
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this subsection 5.3a of Article NINTH or otherwise.
5.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article NINTH is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
5.3C. MISCELLANEOUS. The provisions of this Section 5.3 of Article NINTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If any
part of this Section 5.3 of Article NINTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article NINTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3E. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
II-4
<PAGE> 16
5.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
agent of the corporation to the fullest extent of the provisions of this Section
5.3 of Article NINTH with respect to the indemnification and advancement of
expenses of directors, officers and employees of the corporation.
Similar indemnification provisions in Section 5 of Article NINTH of the
Certificate of Incorporation of Ford are applicable to directors, officers and
employees of Ford Credit who serve as such at the request of Ford.
Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:
No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for any
action or failure to act under or in connection with the Plan, except for
his own bad faith; provided, however, that nothing herein shall be deemed
to relieve any such person from responsibility or liability for any
obligation or duty under ERISA. Each director, officer, or employee of the
Company who is or shall have been designated to act on behalf of the
Company and each person who is or shall have been a member of the Committee
or an alternate for a member or a director, officer or employee of any
Participating Company, as such, shall be indemnified and held harmless by
the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit or proceeding to which he may be
a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid
by him in settlement thereof (with the Company's written approval) or paid
by him in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding
of his bad faith; subject, however, to the condition that, upon the
assertion or institution of any such claim, action, suit or proceeding
against him, he shall in writing give the Company an opportunity, at its
own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power that a Participating
Company may have to indemnify him or hold him harmless.
Pursuant to the Underwriting Agreements relating to its underwritten
offerings of securities, the underwriters have agreed to indemnify Ford Credit,
each officer and director of Ford Credit and each person, if any, who controls
Ford Credit within the meaning of the Securities Act of 1933, against certain
liabilities, including liabilities under said Act. The Sales Agency Agreements
and the Purchase Agreements filed as Exhibits to, or incorporated by reference
in, Ford Credit's Registration Statements relating to its offerings of
medium-term notes, provide for similar indemnification by the Agents named
therein.
Ford Credit is insured for liabilities it may incur pursuant to Article
NINTH of its Certificate of Incorporation relating to the indemnification of its
directors, officers and employees. In addition, directors, officers and certain
key employees are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford Credit's Certificate of Incorporation. The premium for both insurance
coverages is paid by Ford.
Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate or a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such
II-5
<PAGE> 17
person is involved or may be involved by reason of any action or failure to act
under the Program.
Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employee of Ford Credit is indemnified against all loss, cost,
liability or expense reasonably incurred in connection with or resulting from
any claim, action, suit or proceeding in which such person is involved or may be
involved by reason of any action or failure to act under the Plan.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
Exhibit 1-A Form of Underwriting Agreement relating to the debt
securities. Filed as Exhibit 1-A to Registration Statement
No. 33-55945 and incorporated herein by reference.
Exhibit 1-B Form of Sales Agency Agreement relating to the debt
securities. Filed as Exhibit 1-A to Registration Statement
No. 33-53101 and incorporated herein by reference.
Exhibit 4-A Indenture dated as of February 1, 1985 between Ford Credit
and The Chase Manhattan Bank as successor to Manufacturers
Hanover Trust Company, relating to the debt securities,
filed as Exhibit 4-A to Registration Statement No. 2-95568
and incorporated herein by reference.
Exhibit 4-B Forms of debt securities are included in Exhibit 4-B to
Registration Statement No. 33-41060 and in Exhibits F and G
to this Registration Statement. Any additional form or forms
of debt security will be filed with the Commission.
Exhibit 4-C First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company, relating
to the debt securities, filed as Exhibit 4-B to Ford
Credit's Current Report on Form 8-K dated April 29, 1986 and
incorporated herein by reference.
Exhibit 4-D Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company, relating
to the debt securities, filed as Exhibit 4-B to Ford
Credit's Current Report on Form 8-K dated August 28, 1986
and incorporated herein by reference.
Exhibit 4-E Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company, relating
to the debt securities, filed as Exhibit 4-E to Registration
Statement No. 33-12928 and incorporated herein by reference.
Exhibit 4-F Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company relating to
the debt securities filed as Exhibit 4-F to Post-Effective
Amendment No. 1 to Registration Statement No. 33-20081 and
incorporated herein by reference.
Exhibit 4-G Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company relating to
the debt securities filed as Exhibit 4-G to Registration
Statement No. 33-41060 and incorporated herein by reference.
Exhibit 4-H Sixth Supplemental Indenture dated as of June 1, 1998
between Ford Motor Credit Company and The Chase Manhattan
Bank as successor to Manufacturers Hanover Trust Company
relating to the debt securities, filed as Exhibit 4.1 to
Ford Credit's Current Report on Form 8-K dated June 15, 1998
and incorporated herein by reference.
</TABLE>
II-6
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
Exhibit 5 Opinion of H.D. Smith, Secretary and Corporate Counsel of
Ford Credit, as to the legality of the Debt Securities
registered hereunder.
Exhibit 12-A Calculation of Ratios of Earnings to Fixed Charges of Ford
Credit. Filed as Exhibit 12-A to Ford Credit's Annual Report
on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference.
Exhibit 12-B Calculation of Ratios of Earnings to Fixed Charges of Ford.
Filed as Exhibit 12-B to Ford Credit's Annual Report on Form
10-K for the year ended December 31, 1998 and incorporated
herein by reference.
Exhibit 23-A Consent of PricewaterhouseCoopers LLP.
Exhibit 23-B Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
Exhibit 25 Statement of Eligibility and Qualifications on Form T-1 of
The Chase Manhattan Bank, Trustee.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1(i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-7
<PAGE> 19
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Ford
Credit pursuant to the provisions described under Item 15 above, or otherwise,
Ford Credit has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Ford Credit or Ford of
expenses incurred or paid by a director, officer or controlling person of Ford
Credit in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Ford Credit, or Ford, as the case may be, will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-8
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, that the security rating requirement of
Transaction Requirement B.2. of Form S-3 will be met by the time of the
effectiveness of this Registration Statement, and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on the 19th day of April, 1999.
FORD MOTOR CREDIT COMPANY
By PHILIPPE PAILLART*
------------------------------------
(Philippe Paillart)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
PHILIPPE PAILLART* Chairman of the Board of Directors and
- --------------------------------------- Director (principal executive officer)
(Philippe Paillart)
KENNETH J. COATES* Director
- ---------------------------------------
(Kenneth J. Coates)
E.S. ACTON* Vice President -- Finance and Chief
- --------------------------------------- Financial Officer (principal financial and
(E.S. Acton) accounting officer)
GREGORY C. SMITH* Director
- ---------------------------------------
(Gregory C. Smith)
JOHN M. DEVINE* Director
- ---------------------------------------
(John M. Devine)
MALCOLM S. MACDONALD* Director
- ---------------------------------------
(Malcolm S. Macdonald)
DAVID C. FLANIGAN* Director
- ---------------------------------------
(David C. Flanigan)
TERRY D. CHENAULT* Director
- ---------------------------------------
(Terry D. Chenault)
* By /s/ R. P. CONRAD
--------------------------------
(R. P. Conrad)
Attorney-in-Fact
</TABLE>
April 19, 1999
II-9
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
------- ----------- ------------
<S> <C> <C>
Exhibit 1-A Form of Underwriting Agreement relating to the debt
securities. Filed as Exhibit 1-A to Registration Statement
No. 33-55945 and incorporated herein by reference.
Exhibit 1-B Form of Sales Agency Agreement relating to the debt
securities. Filed as Exhibit 1-A to Registration Statement
No. 33-53101 and incorporated herein by reference.
Exhibit 4-A Indenture dated as of February 1, 1985 between Ford Credit
and The Chase Manhattan Bank as successor to Manufacturers
Hanover Trust Company, relating to the debt securities,
filed as Exhibit 4-A to Registration Statement No. 2-95568
and incorporated herein by reference.
Exhibit 4-B Forms of debt securities are included in Exhibit 4-B to
Registration Statement No. 33-41060 and in Exhibits F and G
to this Registration Statement. Any additional form or forms
of debt security will be filed with the Commission.
Exhibit 4-C First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company, relating
to the debt securities, filed as Exhibit 4-B to Ford
Credit's Current Report on Form 8-K dated April 29, 1986 and
incorporated herein by reference.
Exhibit 4-D Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company, relating
to the debt securities, filed as Exhibit 4-B to Ford
Credit's Current Report on Form 8-K dated August 28, 1986
and incorporated herein by reference.
Exhibit 4-E Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company, relating
to the debt securities, filed as Exhibit 4-E to Registration
Statement No. 33-12928 and incorporated herein by reference.
Exhibit 4-F Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company relating to
the debt securities filed as Exhibit 4-F to Post-Effective
Amendment No. 1 to Registration Statement No. 33-20081 and
incorporated herein by reference.
Exhibit 4-G Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and The Chase Manhattan Bank as
successor to Manufacturers Hanover Trust Company relating to
the debt securities filed as Exhibit 4-G to Registration
Statement No. 33-41060 and incorporated herein by reference.
Exhibit 4-H Sixth Supplemental Indenture dated as of June 1, 1998
between Ford Motor Credit Company and The Chase Manhattan
Bank as successor to Manufacturers Hanover Trust Company
relating to the debt securities, filed as Exhibit 4.1 to
Ford Credit's Current Report on Form 8-K dated June 15, 1998
and incorporated herein by reference.
Exhibit 5 Opinion of H.D. Smith, Secretary and Corporate Counsel of
Ford Credit, as to the legality of the Debt Securities
registered hereunder.
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
------- ----------- ------------
<S> <C> <C>
Exhibit 12-A Calculation of Ratios of Earnings to Fixed Charges of Ford
Credit. Filed as Exhibit 12-A to Ford Credit's Annual Report
on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference.
Exhibit 12-B Calculation of Ratios of Earnings to Fixed Charges of Ford.
Filed as Exhibit 12-B to Ford Credit's Annual Report on Form
10-K for the year ended December 31, 1998 and incorporated
herein by reference.
Exhibit 23-A Consent of PricewaterhouseCoopers LLP.
Exhibit 23-B Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 Powers of Attorney.
Exhibit 25 Statement of Eligibility and Qualifications on Form T-1 of
The Chase Manhattan Bank, Trustee.
</TABLE>
<PAGE> 1
EXHIBIT 5
April 19, 1999
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Dear Sirs:
This will refer to the Registration Statement No. 333-75177 on Form S-3
(the "Registration Statement") filed by Ford Motor Credit Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the proposed sale by the Company of the debt securities covered
thereby (the "Debt Securities").
As Secretary and Corporate Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs. I also have examined, or caused to be examined, such other documents
and instruments and have made, or caused to be made, such further investigation
as I have deemed necessary or appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. When (a) the registration requirements of the Securities Act
and such Blue Sky or securities laws as may be applicable shall have
been complied with, (b) the Indenture dated as of February 1, 1985, as
supplemented, between the Company and The Chase Manhatan Bank, pursuant to
which the Debt Securities are to be issued, shall have been qualified under the
Trust Indenture Act of 1939, as amended, (c) the form or forms of the Debt
Securities and the final terms thereof shall have been duly approved or
established in accordance with the terms of the Indenture, as supplemented and
(d) the Debt Securities shall have been duly executed, authenticated,
completed, issued and delivered against payment therefor, the Debt Securities
will thereupon be legally issued and binding obligations of the Company.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/ Hurley D. Smith
-----------------------------
Hurley D. Smith
<PAGE> 1
EXHIBIT 23-A
CONSENT OF PRICEWATERHOOUSECOOPERS
We consent to the incorporation by reference in Ford Motor Credit Company's
Registration Statement on Form S-3 of our report dated January 20, 1999 on our
audits of the consolidated financial statements and financial statement
schedule of Ford Motor Credit Company and Subsidiaries at December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998,
included in the Ford Motor Credit Company Annual Report on Form 10-K for the
year ended December 31, 1998 and Ford Motor Credit Company Current Report on
Form 8-K dated February 2, 1999. We also consent to the reference to our firm
under the caption "Experts" in the Registration Statement.
/s/ PRICEWATERHOUSECOOPERS
Detroit, Michigan
April 19, 1999
<PAGE> 1
EXHIBIT 24
FORD MOTOR CREDIT COMPANY
Certificate of an Assistant Secretary
The undersigned, Richard P. Conrad, an Assistant Secretary of Ford
Motor Credit Company, a Delaware corporation (the "Company"), does hereby
certify that the resolutions attached as Exhibit 1 to this Certificate were duly
adopted by the Board of Directors of the Company on April 19, 1999 by unanimous
written consent such resolutions have not been amended, modified, rescinded or
revoked and are in full force and effect on the date hereof.
WITNESS my hand and seal of the Company this 19th day of April, 1999.
/s/ Richard P. Conrad
--------------------------
Richard P. Conrad
Assistant Secretary
<PAGE> 2
Public Offering of Senior and Subordinated Debt
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1999, to register with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), debt securities, to be denominated when issued in U.S. dollars or
any foreign currency or currencies, consisting of notes, debentures, warrants,
guarantees or other securities, or any combination thereof ("Securities"), in an
aggregate principal amount not to exceed U.S. $20,000,000,000 and (ii) is
authorized during any calendar year, commencing with calendar year 1999, to
issue and sell, in one or more public offerings in an aggregate principal amount
not to exceed $20,000,000,000, Securities registered with the Commission
pursuant to the provisions of the Act after the time of adoption of these
resolutions and Debt Securities registered with the Commission before the
adoption of these resolutions remaining unissued at the time of the adoption of
these resolutions ( such Securities and previously registered underwritten debt
Securities are hereinafter collectively called "Underwritten Debt Securities")
with such maturity dates, in such relative principal amounts, in such
currencies, at such interest rates (either on a fixed or floating basis) or
original issue discounts, as applicable, and upon such additional terms and
conditions (including, without limitation, provisions for subordination) as may
be fixed by any two of the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President and the Treasurer and that any
two of such officers of the Company be and hereby are authorized to determine
the terms of the Underwritten Debt Securities, including without limitation, the
respective maturity dates, the relative principal amounts, the respective
currencies, the stated rates of interest (either on a fixed or floating basis)
to be borne by, or the original issue discounts applicable to, the Underwritten
Debt Securities, and provisions for subordination of the Underwritten Debt
Securities, the terms and the price or prices for any pre-payment or redemption
of the Underwritten Debt Securities pursuant to a sinking fund or otherwise, and
the purchase prices to be paid by the several underwriters or any firm,
institution, partnership or other person purchasing the Underwritten Debt
Securities, or either of them, pursuant to a Purchase Agreement (as hereinafter
defined).
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be appropriate
covering the Underwritten Debt Securities and/or Agency Notes (as such term is
defined in these resolutions under the caption "Public Offering of Notes Sold
Through Sales Agents"), including prospectuses, exhibits and other documents, to
be filed with the Commission for the purpose of registering the offer and
sale of the Underwritten Debt Securities and/or Agency Notes under the Act, be
and it hereby is in all respects approved; that the directors and appropriate
officers of the Company, and each of them, be and hereby are authorized to sign
and execute in their own behalf, or in the name and on behalf of the Company, or
both, as the case may
<PAGE> 3
be, any such Registration Statement, with such changes, if any, therein,
including amendments to the prospectus and the addition or amendment of
exhibits and other documents relating thereto or required by law or regulation
in connection therewith, all in such form as such directors and officers may
deem necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause any such Registration Statement,
so executed, to be filed with the Commission; and, prior to the effective date
of any such Registration Statement the appropriate officers of the Company are
directed to use their best efforts to furnish each director and each officer
signing such Registration Statement with a copy of such Registration Statement,
and if, prior to the effective date of any such Registration Statement,
material changes therein or material additions thereto are proposed to be made,
other than changes and additions of a type authorized under these resolutions
to be approved by officers of the Company as provided in the immediately
preceding resolution, the appropriate officers of the Company are directed to
use their best efforts to furnish each director, and each officer signing any
such Registration Statement, with a copy of such Registration Statement and
each amendment thereto as filed with the Commission, or a description of such
changes or additions, or a combination thereof, in as complete and final form
as practicable and in sufficient time to permit each director and each such
officer so desiring to object to any part of any such Registration Statement
before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any
Registration Statement (which term shall include any registration statement of
the Company made effective by the Commission prior to the time of the adoption
of these resolutions) for any purpose, including, without limitation, the
purpose of permitting the issuance of the Underwritten Debt Securities and/or
Agency Notes registered thereunder in any foreign currency and/or providing for
the issuance of any type of security included in the definition of "Security" as
defined in the first resolution set forth above), including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form, with such changes, if any, therein, as such directors and officers
may deem necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause such amendment or amendments, so
executed, to be filed with the Commission; and if, prior to the effective date
of each such post-effective amendment, material changes or material additions
are proposed to be made in or to any such Registration Statement or any
amendment thereto in the form in which it most recently became effective, other
than changes and additions of a type authorized under these resolutions to be
approved by officers of the Company, the appropriate officers of the Company are
directed to use their best efforts to furnish each director, and each officer
signing such post-effective amendment, with a copy of such post-effective
amendment or a description of all material changes or additions therein, or a
combination thereof, in as complete and final form as practicable and in
sufficient time to permit each director and each such officer so desiring to
object to any part of such post-effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be required to sign
and execute any such Registration Statement or any amendment thereto or document
in connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute a
power of attorney appointing H.D. Smith, D.P. Cosper, N.M. Schloss, R.P.
<PAGE> 4
Conrad, L. J. Ghilardi, S. P. Thomas, and any other person designated by such
officer or director, and each of them, severally, his true and lawful attorney
or attorneys to sign in his name, place and stead in any such capacity any such
Registration Statement and any and all amendments (including post-effective
amendments) thereto and documents in connection therewith, and to file the same
with the Commission, each of said attorneys to have power to act with or without
the other, and to have full power and authority to do and perform, in the name
and on behalf of each of said officers and directors who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or any of
them, may deem necessary, appropriate or desirable to be done in connection
therewith as fully and to all intents and purposes as such officers or directors
might or could do in person.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Controller, the Treasurer and any Assistant Treasurer, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take any and all action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to obtain a permit, register or
qualify the Underwritten Debt Securities for issuance and sale or to request an
exemption from registration of such securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America as such persons, or any of them,
may deem necessary, appropriate or desirable, and in connection with such
registrations, permits, licenses, qualifications and exemptions to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney and
other papers and instruments as may be required under such laws, and to take any
and all further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registrations in effect for
as long as such persons, or any of them, may deem to be in the best interests of
the Company.
RESOLVED, That Ford Motor Credit Company hereby designates any licensed
California broker-dealer designated by the Chairman of the Board of Directors,
the President, any Executive Vice President, any Vice President, the Secretary,
any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, its attorney-in-fact for the purpose of executing and filing one or more
applications and amendments thereto on behalf of the Company, under applicable
provisions of the California Corporate Securities Law of 1968, or any successor
or other appropriate statewide, for the registration or qualification of part or
all of the Underwritten Debt Securities (whether or not subordinated) for
offering and sale in the State of California.
BE IT RESOLVED THAT DENISE VOIGHT CRAWFORD, Securities Commissioner,
State Securities Board, of the State of Texas, and each of her successors in
office, is made, constituted and appointed the true and lawful attorney-in-fact
for and in the State of Texas for this corporation, upon whom all process of law
against this corporation in any action at law or legal proceeding growing out of
the Texas Securities Act may be served, subject to and in accordance with all
the provisions of the laws of the State of Texas and all amendments thereto, and
this corporation agrees that any and all lawful process against it may be served
upon its said attorney-in-fact, DENISE VOIGHT CRAWFORD, or any of her successors
in office, shall be deemed valid personal service upon this corporation and
shall be of the same force and validity as if served upon this corporation; and
that all process served upon the said Securities Commissioner shall be and have
the same effect as if this corporation
<PAGE> 5
were organized and created under the laws of the State of Texas and had been
lawfully served with process therein; and
BE IT FURTHER RESOLVED that the corporation by and through its
President or any Vice President and Secretary or any Assistant Secretary execute
a Power of Attorney to the said DENISE VOIGHT CRAWFORD, Securities Commissioner
of the State of Texas, and each of her successors in office, incorporating the
provisions of this resolution therein.
RESOLVED, That any and all haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell its securities be, and they hereby are, adopted; that
the appropriate officers of the Company be, and they hereby are, authorized to
certify that such resolutions were duly adopted at this meeting; and that the
Secretary of the Company shall cause a copy of each resolution so certified to
be attached to the minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized on behalf of the Company to take such action
as such officers, or any of them, may deem necessary, appropriate or desirable
to make application for the listing on the New York Stock Exchange or any other
Stock Exchange of the Underwritten Debt Securities and that the Chairman of the
Board of Directors, the President, any Executive Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Controller, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
designated a representative of the Company to appear before the Corporate
Services Division of any such Exchange and take all such other steps as such
persons, or any of them, may deem necessary, appropriate or desirable to effect
such listing.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Controller, the Treasurer and any Assistant Treasurer, and each
of them, be and hereby are authorized to execute and file with the Commission
and the New York Stock Exchange, Inc., or any other Stock Exchange in the name
and on behalf of the Company, one or more Registration Statements, on Form 8-A
or such other form as may be appropriate, including any and all exhibits and
other documents relating thereto, for the registration under the Securities
Exchange Act of 1934 of the Underwritten Debt Securities and any and all
amendments to such Registration Statements, in such forms as the person or
persons executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof.
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other Stock Exchange, for the listing
on such Exchange of the Underwritten Debt Securities, the Company enter into an
agreement providing for the indemnification by the Company of the New York
Stock Exchange, Inc., or any other Stock Exchange, its governors, officers,
employees and its subsidiary companies and innocent purchasers for value of the
Underwritten Debt Securities or any one or more of them, as the case may be,
from and against losses, liabilities, claims, damages or accidents in
connection with the use of facsimile signatures on the Underwritten Debt
Securities; and that the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Controller, the Treasurer and any Assistant Treasurer, and each
of them, be and hereby are authorized in the name and on behalf of the Company
and under its corporate seal to execute and deliver to the New York Stock
Exchange, Inc., or any other Stock Exchange, the aforesaid indemnification
<PAGE> 6
agreement in such form as the person or persons executing the same may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Company enter into one or more indentures and
supplements thereto, each with a bank or trust company as Trustee (the
"Indentures"), providing for the issuance of the Underwritten Debt Securities
and that the Chairman of the Board of Directors, the President, any Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, (i) to select such
trustee or trustees and (ii) to execute, acknowledge and deliver the Indentures
and supplements thereto, under the seal of the Company, attested by the
Secretary or any Assistant Secretary, containing such terms and provisions as
the officer or officers executing such Indentures or supplements thereto may
deem necessary, appropriate or desirable, as conclusively evidenced by his or
their execution thereof.
RESOLVED, that the execution by the Company of each Indenture dated
prior to the time of adoption of these resolutions , and the terms and
provisions of each such Indenture and the appointment by the Company of the
Trustee under each such Indenture, are hereby approved, ratified and confirmed.
RESOLVED, that the Company enter into one or more indentures
supplemental to each Indenture of the Company dated prior to the time of
adoption of these resolutions ("Existing Indentures") and that the Chairman of
the Board of Directors, the President, any Executive Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer and each of them, be and hereby are authorized, in the name and on
behalf of the Company, to (i) determine the terms and provisions of any such
supplemental indenture, (ii) select any bank or trust company to act as trustee
in addition to or in place of any Trustee under any such Indenture, and (iii)
execute, acknowledge and deliver any indenture supplemental to any such
Indenture, under the seal of the Company attested by the Secretary or any
Assistant Secretary, containing such terms and provisions as the officer or
officers executing any such supplemental indenture may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President or any Vice President and the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary, be and hereby are
authorized, in the name and on behalf of the Company and under its corporate
seal (which may be a facsimile of such seal), to execute (by manual or facsimile
signature) Underwritten Debt Securities (and, in addition, Underwritten Debt
Securities to replace any of the Underwritten Debt Securities or other
securities of the Company which are lost, stolen, mutilated or destroyed and
Underwritten Debt Securities or other securities of the Company required for
exchange, substitution or transfer, all as provided in the respective Indentures
or Existing Indentures or supplements thereto) in fully registered form in
substantially the forms of Underwritten Debt Securities to be set forth in the
respective Indentures or Existing Indentures with such changes therein and
additions thereto as the officer or officers executing the Underwritten Debt
Securities or other securities of the Company may deem necessary, appropriate
or desirable, as conclusively evidenced by his or their execution thereof.
<PAGE> 7
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary, and each of them, be and
hereby are authorized to appoint one or more paying agents, registrars, transfer
agents, warrant agents and other agents and functionaries, and to execute and
deliver, in the name and on behalf of the Company, any agreement, instrument or
document relating to any such appointment, for the purpose of implementing and
giving effect to the provisions of the Indentures, the Existing Indentures,
supplements thereto or the Underwritten Debt Securities in the forms in which
they shall be executed and delivered pursuant to the foregoing resolutions;
provided, however, that the Company may at any time elect to act in any such
capacity itself.
RESOLVED, That the Company enter into one or more underwriting
agreements, between the Company and any firm, institution or partnership (such
underwriting agreements are herein collectively called the "Underwriting
Agreements"), providing for the sale of the Underwritten Debt Securities and
that, when such Underwriting Agreements or pricing agreements pursuant thereto,
or any of them, have been completed to set forth the prices at and terms and
conditions upon which the Underwritten Debt Securities are to be sold and the
compensation to be received by the underwriters such matters first having been
presented to and approved by any two of the Chairman of the Board of Directors,
the President, any Executive Vice President, any Vice President and the
Treasurer, the Chairman of the Board of Directors, the President, any Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to execute and deliver, in the name and on behalf of the Company, the
respective Underwriting Agreements and pricing agreements pursuant thereto, with
the inclusion of such underwriters and containing such other terms and
provisions as the officer or officers executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That the Company enter into one or more delayed delivery
contracts ("Delayed Delivery Contracts") between the Company and institutional
or other investors providing for the sale of Underwritten Debt Securities at any
time, and that, when such Delayed Delivery Contracts have been completed to set
forth the respective prices, terms and conditions on which the Underwritten Debt
Securities are to be sold, the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized to execute and deliver in the name and on
behalf of the Company one or more Delayed Delivery Contracts, with such changes
therein and additions thereto as the officer or officers
<PAGE> 8
executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof.
RESOLVED, That the Company enter into one or more Purchase Agreements
or other Agreements (the "Purchase Agreements") with any firm, institution,
partnership or other person, including securities brokers and dealers, relating
to the sale and distribution of Underwritten Debt Securities and that, when such
Purchase Agreements, or any of them, have been completed to set forth the terms
and conditions upon which the Underwritten Debt Securities are to be sold and
the purchase prices to be paid by such purchasers such matters first having been
presented to and approved by any two of the Chairman of the Board of Directors,
the President, any Executive Vice President, any Vice President and the
Treasurer, then the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized to execute and deliver, in the name and on behalf of the
Company, the respective Purchase Agreements, containing such other terms and
provisions as the officer or officers executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary, and each of them, be and
hereby are authorized in the name and on behalf of the Company to purchase, or
arrange for the purchase of, Underwritten Debt Securities in connection with any
sinking fund under the provisions of any of the Indentures, Existing Indentures
or supplements thereto.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the payment of
expenses), and to execute (by manual or facsimile signature) and deliver any and
all letters, documents or other writings, that such officer or officers may deem
necessary, appropriate or desirable in order to enable the Company fully to
exercise its rights and to perform its obligations under any Indenture, Existing
Indentures or supplements thereto, the Underwriting Agreements and pricing
agreements pursuant thereto, the Delayed Delivery Contracts and the Purchase
Agreements, or otherwise carry out the purposes and intents of each and all of
the foregoing resolutions.
Resolutions
Private Placement of Senior and Subordinated Debt
RESOLVED, That the Company issue and sell during any calendar year,
commencing with calendar year 1999, in one or more private offerings, in an
aggregate principal amount not to exceed U.S. $20,000,000,000, debt securities,
consisting of notes, debentures, warrants or other securities or any
combination thereof ("Private Securities"), denominated in U.S. dollars or any
foreign currency or currencies, or combination thereof, with such maturity date
or dates, in such relative principal amounts, at such interest rates (either on
a fixed or floating basis) or original issue discounts, as applicable, and upon
such additional terms and conditions (including, without limitation, provisions
for subordination) as may be fixed by any two of the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice
<PAGE> 9
President, and the Treasurer and that any two of the Chairman of the Board of
Directors, the President, any Executive Vice President, Vice President and the
Treasurer be and hereby are authorized to determine the terms of the Private
Securities, including, without limitation, the maturity date or dates, the
relative principal amounts, the relative currency or currencies, the stated rate
or rates of interest (either on a fixed or floating basis) to be borne by, or
original issue discounts applicable to, the Private Securities, the terms and
the price or prices for any prepayment or redemption of the Private Securities,
pursuant to a sinking fund or otherwise, any provisions for subordination of the
Private Securities, and the purchase prices to be paid by the purchasers of the
Private Securities; and to embody such determinations in the Private Securities,
one or more note agreements or loan agreements or in any other agreement,
instrument or document, as such officers shall determine.
<PAGE> 10
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer any Assistant
Treasurer, the Controller, the Secretary and any Assistant Secretary, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to execute and deliver such Private Securities, note agreements, loan
agreements, or other agreements or instruments and documents as may be approved
pursuant to the next preceding resolution.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer any Assistant
Treasurer, the Controller, the Secretary and any Assistant Secretary, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take any action (including, without limitation, the payment of expenses) and
to execute and deliver any and all certificates, instruments and documents
(under the corporate seal of the Company or otherwise) as such officer or
officers may deem necessary, appropriate or desirable in order to carry out the
purposes and intents of the foregoing resolutions.
Resolutions
Public Offering of Notes Sold Through Sales Agents
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1999, to register with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), debt securities, to be denominated when issued in U.S. dollars or
any foreign currency or currencies, consisting of notes, debentures, warrants,
guarantees or other securities, or any combination thereof ("Securities"), in an
aggregate principal amount not to exceed U.S. $20,000,000,000 and (ii) is
authorized to issue and sell directly or through sales agents at any time (a) in
one or more public offerings, such Securities and (b) all of the Company's
Medium-Term Notes Due from 9 Months to 30 Years from Date of Issue registered
with the Commission prior to the adoption of these resolutions and unissued and
unsold at the time of the adoption of these resolutions (such Securities and
such Medium-Term Notes Due from 9 Months to 30 Years from Date of Issue and
registered prior to the adoption of these resolutions are hereinafter
collectively called "Agency Notes") having various maturities, with such
maturity dates, in such relative principal amounts, in such currencies, at such
interest rates (either on a fixed or floating basis) or original issue
discounts, as applicable, and upon such additional terms and conditions and with
such other changes thereto as may be fixed from time to time by any two of the
Chairman of the Board of Directors, the President, any Executive Vice President,
any Vice President and the Treasurer and that any two of the Chairman of the
Board of Directors, the President, any Executive Vice President, any Vice
President and the Treasurer be and hereby are authorized to determine the terms
of the Agency Notes, including, without limitation, the respective maturity
dates, the relative principal amounts, the relative currency or currencies and
the stated rates of interest (either on a fixed or floating basis) to be borne
by, or original issue discounts applicable to, the Agency Notes.
RESOLVED, That the preparation of one or more Registration Statements
on Form S-3 or such other form as may be appropriate covering such Agency
Notes and/or Underwritten Debt Securities (as such term is defined in these
resolutions under the caption "Public Offering of Senior and Subordinated
Debt"), including
<PAGE> 11
prospectuses, exhibits and other documents, to be filed with the Commission for
the purpose of registering the offer and sale of such Agency Notes and/or
Underwritten Debt Securities under the Act, be and it hereby is in all respects
approved; that the directors and appropriate officers of the Company be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such Registration
Statement, including amendments to the prospectus and the addition or amendment
of exhibits and other documents relating thereto or required by law or
regulation in connection therewith, all in such form as such directors and
officers may deem necessary, appropriate or desirable, as conclusively evidenced
by their execution thereof; and that the appropriate officers of the Company be
and hereby are authorized to cause any such Registration Statement, so executed,
to be filed with the Commission; and, prior to the effective date of any such
Registration Statement the appropriate officers of the Company are directed to
use their best efforts to furnish each director and each officer signing any
such Registration Statement with a copy of such Registration Statement; and if,
prior to the effective date of any such Registration Statement, material changes
therein or material additions thereto are proposed to be made, other than
changes and additions of a type authorized under these resolutions to be
approved by an officer of the Company, the appropriate officers of the Company
are directed to use their best efforts to furnish each director, and each
officer signing any such Registration Statement, with a copy of such
Registration Statement and each amendment thereto as filed with the Commission,
or a description of such changes or additions, or a combination thereof, in as
complete and final form as practicable and in sufficient time to permit each
director and each such officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to any
Registration Statement (which term shall include any registration statement of
the Company made effective by the Commission prior to the time of the adoption
of these resolutions) relating to any of the Agency Notes, including amendments
to the prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form, with such changes, if any, therein, as such directors and officers
may deem necessary, appropriate or desirable as conclusively evidenced by their
execution thereof; and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause such amendment or amendments, so
executed, to be filed with the Commission; and if, prior to the effective date
of each such post-effective amendment, material changes or material additions
are proposed to be made in or to any such Registration Statement or any
amendment thereto in the form in which it most recently became effective, other
than changes and additions of a type authorized under these resolutions to be
approved by an officer of the Company, the appropriate officers of the Company
are directed to use their best efforts to furnish each director, and each
officer signing such post-effective amendment, with a copy of such
post-effective amendment or a description of all material changes or additions
therein, or a combination thereof, in as complete and final form as practicable
and in sufficient time to permit each director and each such officer so desiring
to object to any part of such post-effective amendment before it becomes
effective.
<PAGE> 12
RESOLVED, That each officer and director who may be required to sign
and execute any such Registration Statement or any amendment thereto or document
in connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute a
power of attorney appointing H. D. Smith, D. P. Cosper, N. M. Schloss, R.P.
Conrad, L. J. Ghilardi, S. P. Thomas, and any other person designated by such
officer or director, and each of them, severally, his true and lawful attorney
or attorneys to sign in his name, place and stead in any such capacity such
Registration Statement and any and all amendments (including post-effective
amendments) thereto and documents in connection therewith, and to file the same
with the Commission, each of said attorneys to have power to act with or without
the other, and to have full power and authority to do and perform, in the name
and on behalf of each of said officers and directors who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or any of
them, may deem necessary, appropriate or desirable to be done in connection
therewith as fully and to all intents and purposes as such officers or directors
might or could do in person.
RESOLVED, That the appropriate officers of the Company be and hereby
are authorized and empowered, in the name and on behalf of the Company, to take
any and all action which they may deem necessary or advisable in order to
effect the registration or qualification (or exemption therefrom) of the
Company's Agency Notes for issue, offer, sale or trade under the Blue Sky or
securities laws of any of the States of the United States of America, to effect
the registration or licensing (or exemption therefrom) of the Company as a
dealer or broker in securities under such laws, to effect the registration or
licensing of appropriate employees as salesmen or agents under such laws, and
in connection therewith to execute, acknowledge, verify, deliver, file or cause
to be published any application, reports, consents to service of process,
appointments of attorneys to receive service of process and other papers and
instruments which may be required under such laws, and to take any and all
further action which they, or any of them, may deem necessary or advisable in
order to maintain any such registration or qualification or license for as long
as they, or any of them, deem necessary or as required by law.
RESOLVED, That this corporation hereby appoints the Bank Commissioner
of the State of Maine, or his successor in office, to be its true and lawful
attorney, in and for said State, upon whom all lawful processes in any action
or proceeding against this corporation in said State based upon or arising in
connection with any sale of, attempt to sell, or advertising of securities in
said State or any violation of any act or statute regulating the business of
dealing in securities, may be served in like manner and with the same effect as
if this corporation existed therein, and this corporation hereby stipulates and
agrees that any lawful process against it, as aforesaid, which is served on its
said Attorney, shall be of the same legal force and validity, as if served on
this corporation.
This power of attorney shall be irrevocable, and the Secretary is
hereby authorized to execute in the name of the corporation a certificate or
authority or power of attorney to the said Bank Commissioner in conformity with
this resolution, and the laws of said State of Maine.
Ford Motor Credit Company hereby designates any licensed California
broker-dealer designated by the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, its attorney-in-fact for the purpose of executing and filing an
application
<PAGE> 13
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Agency Notes of the Company for offering and sale in the State of
California.
BE IT RESOLVED THAT DENISE VOIGHT CRAWFORD, Securities Commissioner,
State Securities Board, of the State of Texas, and each of her successors in
office, is made, constituted and appointed the true and lawful attorney-in-fact
for and in the State of Texas for this corporation, upon whom all process of law
against this corporation in any action at law or legal proceeding growing out of
the Texas Securities Act may be served, subject to and in accordance with all
the provisions of the laws of the State of Texas and all amendments thereto, and
this corporation agrees that any and all lawful process against it may be served
upon its said attorney-in-fact, DENISE VOIGHT CRAWFORD, or any of her successors
in office, shall be deemed valid personal service upon this corporation and
shall be of the same force and validity as if served upon this corporation, and
that all process served upon the said Securities Commissioner shall be and have
the same effect as if this corporation were organized and created under the laws
of the State of Texas and had been lawfully served with process therein; and
BE IT FURTHER RESOLVED that the corporation by and through its
President or any Vice President and Secretary or any Assistant Secretary execute
a Power of Attorney to the said DENISE VOIGHT CRAWFORD, Securities Commissioner
of the State of Texas, and each of her successors in office, incorporating the
provisions of this resolution therein.
RESOLVED, That it is desirable and in the best interest of the Company
that its securities be qualified or registered for sale in various states; that
the Chairman of the Board of Directors, the President, any Vice President or
the Treasurer and the Secretary or an Assistant Secretary hereby are authorized
to determine the states in which appropriate action shall be taken to qualify
or register for sale all or such part of the securities of the Company as said
officers may deem advisable; that said officers are hereby authorized to
perform on behalf of the Company any and all such acts as they may deem
necessary or advisable in order to comply with the applicable laws of any such
states, and in connection therewith to execute and file all requisite papers
and documents, including, but not limited to, applications, reports, surety
bonds, irrevocable consents and appointments of attorneys for service of
process; and the execution by such officers of any such paper or document or
the doing by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Company and the
approval and ratification by the Company of the papers and documents so
executed and the action so taken.
RESOLVED, That any and all haec verba resolutions appointing, or
authorizing the appropriate officers of the Company to appoint, governmental
agencies or officials as agents for service of process which may be required by
the Blue Sky or securities laws of any State in which the Company intends to
offer to sell its securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized to certify that
such resolutions were duly adopted at this meeting; and that the Secretary of
the Company shall cause a copy of each resolution so certified to be attached
to the minutes of this meeting.
RESOLVED, That the Company enter into one or more indentures, each
with a bank or trust company as trustee (the "Indentures") and supplements (a)
thereto, and (b) to any indenture of the Company entered into prior to the time
of the adoption of these resolutions ("Existing Indentures"),
<PAGE> 14
providing for the issuance of the Agency Notes, and that the Chairman of the
Board of Directors, the President, any Executive Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, (i) to select such trustee or trustees and (ii) to
execute, acknowledge and deliver any Indenture, Existing Indenture or indenture
supplemental thereto, under the seal of the Company, attested by the Secretary
or an Assistant Secretary, containing such terms and provisions as the officer
or officers executing any Indenture, Existing Indenture or Supplemental
Indenture may deem necessary, appropriate or desirable, as conclusively
evidenced by his or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President or any Vice President, and the Treasurer, the
Secretary, any Assistant Secretary or any Assistant Treasurer be and hereby are
authorized, in the name and on behalf of the Company and under its corporate
seal (which may be a facsimile of such seal), to execute (by manual or facsimile
signature) Agency Notes (and, in addition, Agency Notes to replace any of the
Agency Notes which are lost, stolen, mutilated or destroyed and Agency Notes
required for exchange, substitution or transfer, all as provided in any
Indenture, Existing Indentures or indentures Supplemental thereto) in fully
registered or bearer form in substantially the form of Agency Note as set forth
in any Indenture, Existing Indenture or indenture supplemental thereto, as the
case may be, with such changes therein and additions thereto as the officer or
officers executing the Agency Notes may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof;
provided, however, that any Agency Note which bears the facsimile signature of
any person who at any time prior to or on or after the date hereof held any such
office shall be valid and binding on the Company with the same force and effect
as if such person held such office on the date hereof and on the date of
delivery of such Agency Note.
RESOLVED, That with respect to Agency Notes issued pursuant to any
Indenture, Existing Indenture or indenture supplemental thereto, the bank or
trust company designated by the appropriate officers of the Company as trustee
under any such Indenture, Existing Indentures or indentures supplemental thereto
be, and hereby is, appointed Issuing Agent for the purpose of issuing,
authenticating and delivering such Agency Notes, and cancelling and destroying
such Agency Notes, in accordance with the provisions of any Indenture, Existing
Indenture or indenture supplemental thereto or in the form in which they shall
be executed and delivered; provided, however, that the Company may at any time
elect to act as its own Issuing Agent or appoint additional or substitute
Issuing Agents.
RESOLVED, That
<PAGE> 15
with respect to Agency Notes issued pursuant to any Indenture, Existing
Indenture or indenture supplemental thereto, the bank or trust company
designated by the appropriate officers of the Company as trustee under any such
Indenture, Existing Indenture or indenture supplemental thereto, be and hereby
is, appointed Paying Agent for the purpose of payment of principal and interest
with respect to such Agency Notes in accordance with the provisions of any such
Indenture, Existing Indenture or indenture supplemental thereto, and such
Agency Notes in the forms in which they shall be executed and delivered pursuant
to the foregoing resolutions; provided, however, that the Company may at any
time elect to act as its own Paying Agent or appoint additional or substitute
Paying Agents.
RESOLVED, That with respect to registered Agency Notes issued pursuant
to any Indenture, Existing Indenture or indenture supplemental thereto, the bank
or trust company designated by the appropriate officers of the Company as
trustee under any such Indenture , Existing Indenture or indenture supplemental
thereto, be, and hereby is, appointed Registrar for the purpose of registration,
exchange or registration of transfer of such Agency Notes, in accordance with
the provisions of any Indenture, Existing Indenture or indenture supplemental
thereto, in the form in which they shall be executed and delivered; provided,
however, that the Company may at any time elect to act as its own Registrar or
appoint additional or substitute Registrars.
RESOLVED, That the Company enter into one or more Sales Agency
Agreements, Purchase Agreements and other Agreements relating to the sale and
distribution of the Agency Notes with any person including securities brokers
and dealers providing for the sale of the Agency Notes on a "best efforts"
basis, and/or for the purchase as principal, and that the Chairman of the Board
of Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized to execute and
deliver, in the name and on behalf of the Company, such Sales Agency Agreements,
Purchase Agreements and other Agreements containing such other terms and
provisions as the officer or officers executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the appointment
of Issuing Agents, Paying Agents and Registrars and the payment of expenses),
and to execute (by manual or facsimile signature) and deliver any and all
agreements, letters, documents or other writings, that such officer or officers
may deem necessary, appropriate or desirable in order to enable the Company
fully to exercise its rights and to perform its obligations under any Indenture,
<PAGE> 16
Existing Indenture or indenture supplemental thereto and the Sales Agency
Agreements and the Purchase Agreements and any other Agreement, to effectuate
the issuance and sale of the Agency Notes and to carry out the purposes and
intents of each and all of the foregoing resolutions.
<PAGE> 17
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED
DEBENTURES, NOTES THROUGH SALES AGENTS, OR UNDERWRITERS
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND
SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint E. S.
Acton, P. Paillart, D. P. Cosper, H. D. Smith, P. Conrad and S. P. Thomas, and
each of them, severally, his true and lawful attorney and agent at any time and
from time to time to do any and all acts and things and execute in his name
(whether on behalf of FORD MOTOR CREDIT COMPANY, or as an officer or director of
FORD MOTOR CREDIT COMPANY, or by attesting the Seal of FORD MOTOR CREDIT COMPANY
or otherwise) any and all instruments which said attorney and agent may deem
necessary or advisable in order to enable FORD MOTOR CREDIT COMPANY to comply
with the Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with a
Registration Statement or Registration Statements and any and all amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements relating to the issuance and sale of any of the
above-captioned securities of FORD MOTOR CREDIT COMPANY authorized by the
Board of Directors of FORD MOTOR CREDIT COMPANY on April 19, 1999 including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of FORD MOTOR CREDIT COMPANY or as an officer or
director of FORD MOTOR CREDIT COMPANY, or by attesting the seal of FORD MOTOR
CREDIT COMPANY or otherwise) to such Registration Statement or Registration
Statements and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial statements
or schedules or the Prospectuses, filed therewith, and to file the same with the
Securities and Exchange Commission; and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents, and each of them shall do
or cause to be done by virtue hereof. Any one of said attorneys and agents
shall have, and may exercise, all the powers hereby conferred.
<PAGE> 18
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 19th day of April, 1999.
/s/ John M. Devine
- ---------------------
(John M. Devine)
/s/ David C. Flanigan
- ---------------------
(David C. Flanigan)
/s/ Terry D. Chenault /s/ P. Paillart
- --------------------- -------------------
(Terry D. Chenault) (P. Paillart)
/s/ Gregory C. Smith /s/ Malcolm S. Macdonald
- --------------------- ------------------------
(Gregory C. Smith) (Malcolm S. Macdonald)
/s/ E.S. Acton
- ---------------------
(E.S. Acton)
/s/ K. J. Coates
- ---------------------
(K. J. Coates)
<PAGE> 1
EXHIBIT 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
FORD MOTOR CREDIT COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 38-1612444
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
THE AMERICAN ROAD
DEARBORN, MI 48121
(Address of principal executive offices) (Zip Code)
-------------------------------------------------------------
UNSECURED AND UNSUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
-----------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 7th day of April, 1999.
THE CHASE MANHATTAN BANK
By: /s/Michael A. Smith
-------------------
MICHAEL A. SMITH
VICE PRESIDENT
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................ $ 13,915
Interest-bearing balances ................................ 7,805
Securities:
Held to maturity securities ................................... 1,429
Available for sale securities ................................. 56,327
Federal funds sold and securities purchased under
agreements to resell ..................................... 21,733
Loans and lease financing receivables:
Loans and leases, net of unearned income ................. $131,095
Less: Allowance for loan and lease losses ................ 2,711
Less: Allocated transfer risk reserve .................... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................... 128,384
Trading Assets ................................................ 48,949
Premises and fixed assets (including capitalized
leases) .................................................. 3,095
Other real estate owned ....................................... 239
Investments in unconsolidated subsidiaries and
associated companies ..................................... 199
Customers' liability to this bank on acceptances
outstanding .............................................. 1,209
Intangible assets ............................................. 2,081
Other assets .................................................. 11,352
--------
TOTAL ASSETS .................................................. $296,717
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................................................. $105,879
Noninterest-bearing ................................................................. $ 39,175
Interest-bearing .................................................................... 66,704
--------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's .............................................................. 79,294
Noninterest-bearing ................................................................. $ 4,082
Interest-bearing .................................................................... 75,212
Federal funds purchased and securities sold under agree-
ments to repurchase ...................................................................... 32,546
Demand notes issued to the U.S. Treasury ................................................. 629
Trading liabilities ...................................................................... 36,807
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ....................................... 4,478
With a remaining maturity of more than one year through three years ................. 213
With a remaining maturity of more than three years .................................. 115
Bank's liability on acceptances executed and outstanding ................................. 1,209
Subordinated notes and debentures ........................................................ 5,408
Other liabilities ........................................................................ 10,855
TOTAL LIABILITIES ........................................................................ 277,433
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ............................................ 0
Common stock ............................................................................. 1,211
Surplus (exclude all surplus related to preferred stock) ................................ 11,016
Undivided profits and capital reserves ................................................... 6,762
Net unrealized holding gains (losses)
on available-for-sale securities ......................................................... 279
Cumulative foreign currency translation adjustments ...................................... 16
TOTAL EQUITY CAPITAL ..................................................................... 19,284
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ..................................................... $296,717
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
- 5 -
