SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 22, 1999
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FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
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(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification No.)
The American Road, Dearborn, Michigan 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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ITEM 5. Other Events.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered Debt Securities ("Debt Securities") pursuant to Registration
Statement No. 333-50611. The Debt Securities were registered
on Form S-3 to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933. The Company has created a series of
Debt Securities for issuance under an Indenture dated as of February 1, 1985,
between the Company and The Chase Manhattan Bank (the "Indenture"),
designated as the Company's 5 3/4% Notes due February 23, 2004 in the
aggregate principal amount of $2,000,000,000 (the "Notes"). The series of
the Notes will be represented by a Global Security (the "Global Security"),
except that in certain circumstances as provided in such Indenture, the
Global Security will be exchanged for Notes in definitive form (the
"Definitive Notes").
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation Description Method of Filing
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Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report.
Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report.
Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: February 22, 1999 By:/s/R. P. Conrad
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R. P. Conrad
Assistant Secretary
EXHIBIT INDEX
Designation Description
- ----------- -----------
Exhibit 8.1 Opinion of Shearman & Sterling.
Exhibit 8.2 Opinion of Sullivan & Cromwell.
Exhibit 23.1 Consent of Shearman & Sterling
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell
is contained in their opinion set
forth in Exhibit 8.2.
[SHEARMAN & STERLING LETTERHEAD] EXHIBIT 8.1
February 22, 1999
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Credit Company, a Delaware
corporation, of $2,000,000,000 principal amount of its 5 3/4% Notes due
February 23, 2004, we hereby consent to the use of our name and confirm to
you our tax advice as set forth under the heading "United States Taxation of
Non-United States Persons -- Income and Withholding Tax" in the Prospectus
Supplement dated February 18, 1999 relating to registration statement no.
333-50611, to which registration statement this consent is an exhibit.
Very truly yours,
/s/Shearman & Sterling
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
February 22, 1999
Ford Motor Credit Company,
The American Road,
Dearborn, Michigan 48121
Ladies and Gentlemen:
As special tax counsel to Ford Motor Credit Company
(the "Company") in connection with the issuance by the Company of
$2,000,000,000 aggregate principal amount of its 5-3/4%
Notes due February 23, 2004, we hereby confirm to you our opinion
as set forth under the heading "United States Taxation of
Non-United States Persons" in the Prospectus Supplement dated
February 18, 1999 for the Notes.
We hereby consent to the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the
Company's current report on Form 8-K and the reference to us
under the heading "United States Taxation of Non-United States
Persons" in the Prospectus Supplement. By giving the foregoing
consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell
