FORD MOTOR CREDIT CO
8-K, 2000-09-21
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                          Date of Report: September 21, 2000
                        (Date of earliest event reported)


                            FORD MOTOR CREDIT COMPANY
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


                    1-6368                  38-1612444
           (Commission File Number) (IRS Employer Identification No.)


 One American Road, Dearborn,  Michigan        48126
(Address of principal executive offices)    (Zip Code)



Registrant's telephone number, including area code 313-322-3000






<PAGE>

Item 5.  Other Events.
---------------------


Visteon Spin-Off
----------------

On June 28, 2000,  Ford Motor Company ("Ford" or "the company") distributed
to its  shareholders  130 million  shares of common  stock of  Visteon
Corporation,  which  represented  Ford's 100%  ownership interest in Visteon, by
means of a tax-free  spin-off in the form of a dividend on Ford common and
Class B stock. Historically,  Visteon's results of operations and financial
condition  have been  included in Ford's  financial  statements as a segment
within the automotive sector.

As a result of the spin-off of Visteon,  Ford's  consolidated  balance  sheet
as of December 31, 1999 and 1998, and its consolidated  statements of income
and cash flows for the  years  ended  December  31,  1999,  1998 and  1997, and
related footnotes,  have been restated by Ford to reflect  Visteon as a
discontinued  operation. These restated  financial  statements,  filed as
Exhibit 99 to this report, are incorporated by reference herein.

Value Enhancement Plan
----------------------

On August 7, 2000, Ford announced the final results of its recapitalization,
known as the  Value  Enhancement  Plan  ("VEP").  Under  the  VEP,  Ford
shareholders exchanged  each of their  old  Ford  common  or Class B shares
for one new Ford common or Class B share,  as the case may be, plus either
$20 in cash,  0.748175 additional new Ford common  shares,  or a combination
of $5.17 in cash and 0.555 additional new Ford shares.  As a result of the
elections  made by  shareholders under  the  VEP,  the  total  number  of new
Ford  common  and  Class B  shares outstanding was 1.893 billion.

For  financial   reporting   purposes,   under  generally  accepted   accounting
principles,  prior period outstanding  shares,  diluted shares, and earnings per
share ("EPS") amounts for Ford will not be adjusted. Third quarter diluted
shares will be calculated  based on a weighted  average of 1.222 billion
diluted shares for the period prior to the VEP and a weighted  average of
diluted shares for the period subsequent to the VEP,  estimated to be
approximately  1.923  billion.  Diluted share amounts reflect actual
outstanding shares adjusted for the effects of (i) issuable  and  uncommitted
employee  stock  ownership  plan shares and (ii) the dilutive effect of
employee stock options.

The  following  tables show,  on a pro forma  basis,  how the results of Ford's
VEP would have adjusted  prior period diluted share and EPS amounts had the VEP
been structured  as a  1.748175-for-1  stock split  followed by a $5.7 billion
share repurchase  at a price  per  share of  $26.7317.  Such a stock  split and
share repurchase would have had  substantially the same economic effect with
respect to Ford as the results of the VEP.  The amounts in the tables are also
adjusted to exclude (i) Visteon earnings  and,  for the second  quarter of 2000,
the $2,252  million  one-time, non-cash charge resulting from the spin-off of
Visteon on June 28, 2000 and (ii) special or  one-time  charges  that Ford
believes are not  representative  of Ford's operating  results on a continuing
basis (e.g.,  second  quarter 2000 after tax charges of $1,019 million for asset
impairment and  restructuring  costs related to Ford's brand operations in
Europe).

<PAGE>

                                      -3-
<TABLE>
<CAPTION>


                                   1st Qtr          2nd Qtr          3rd Qtr       4th Qtr          Full Year
                                   -------          -------          -------       -------          ---------
2000
----
<S>                                <C>               <C>              <C>            <C>            <C>
Reported Net Income (Mils.)        $ 2,079           $  (577)

Avg. Number of Diluted Shares of
  Common & Class B Stock (Mils.)
- Pre VEP                            1,222             1,222
- Post VEP                           2,136             2,136           1,994 *

Diluted EPS
Pre-VEP Reported                   $  1.70           $ (0.47)

Excluding Visteon                     0.12             (1.71)
                                   -------           -------
   Pre-VEP (Excluding Visteon)     $  1.58           $  1.24

Excluding One-Time Factors**             0             (0.83)
                                   -------           -------
   Pre-VEP Adjusted Diluted EPS    $  1.58           $  2.07

Pro forma Adjusted Diluted EPS     $  0.90           $  1.18


                                   1st Qtr          2nd Qtr          3rd Qtr          4th Qtr          Full Year
                                   -------          -------          -------          -------          ---------
1999
----

Reported Net Income (Mils.)        $ 1,979          $ 2,338          $ 1,114          $  1,806         $ 7,237

Avg. Number of Diluted Shares of
  Common & Class B Stock (Mils.)
- Pre VEP                            1,237            1,237            1,231             1,229           1,233
- Post VEP                           2,162            2,162            2,152             2,149           2,155

Diluted EPS
Pre-VEP Reported                   $  1.60          $  1.89          $  0.90          $   1.47         $  5.86

Excluding Visteon                     0.17             0.23             0.13              0.08            0.60

   Pre-VEP (Excluding Visteon)     $  1.43          $  1.66          $  0.77          $   1.39         $  5.26

Excluding One-Time Factors***         0.14            (0.11)           (0.18)            (0.06)          (0.23)
                                   -------          -------          -------          --------         -------

   Pre-VEP Adjusted Diluted EPS    $  1.29          $  1.77          $  0.95          $   1.45         $  5.49

Pro forma Adjusted Diluted EPS     $  0.74          $  1.01          $  0.54          $   0.83         $  3.14

- - - - -
</TABLE>
<PAGE>
                                      -4-

*    Estimated  average  number  of  diluted  shares  outstanding  for the third
     quarter of 2000 assuming one month of 2,136 million  diluted shares and two
     months of 1,923 million diluted shares.
**   For detailed  information  on these  one-time  factors,  see
     Ford Motor Credit Company's Quarterly Report  on  Form  10-Q  for  the
     quarter  ended  June  30, 2000, Item 5. "Other Information - Information
     Concerning Ford - Management's Discussion and Analysis of Financial
     Condition and Results of Operations - Ford."
**   For detailed  information on these one-time factors,  see Ford Motor Credit
     Company's Annual Report on Form 10-K for the year ended  December 31, 1999,
     Item 6.  "Selected Financial Data and Other Data of Ford Motor Company -
     Financial Review of Ford Motor Company Results."




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

<TABLE>
<CAPTION>


                                    EXHIBITS
                                    --------

Designation         Description                                       Method of Filing
-----------         -----------                                       ----------------
<S>                 <C>                                               <C>

Exhibit 23          Consent of PricewaterhouseCoopers                 Filed with this Report

Exhibit 99          Restated Financial Statements                     Filed with this Report

</TABLE>

                                    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:  September 21, 2000                     By: /s/ S. P. Thomas
                                                  ----------------------------
                                                     S. P. Thomas
                                                     Assistant Secretary


<PAGE>

                                      -5-

                                  EXHIBIT INDEX
                                  -------------


Designation              Description
-----------              -----------

Exhibit 23               Consent of PricewaterhouseCoopers

Exhibit 99               Restated Financial Statements



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