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 July 14, 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
Item 5. Other Events.
On June 2, 2000, a special committee of the Board of Directors of Ford
Motor Company (the "Company" or "Ford ") approved the spin-off of Visteon
Corporation ("Visteon") by declaring a dividend on Ford's outstanding shares of
Common and Class B Stock consisting of Ford's 100% interest (130 million shares)
in Visteon. The special committee of the Board of Directors also declared a
dividend in cash on shares of Company stock held in U.S. employee savings plans
equal to the market value of Visteon stock to be distributed per share of the
Company's Common and Class B Stock. Both the spin-off dividend and the cash
dividend were paid on June 28, 2000 to stockholders of record on June 12, 2000.
Holders of Ford Common and Class B Stock on the record date received
0.130933 shares of Visteon common stock for each share of Ford stock, and
participants in U.S. employee savings plans who held Ford stock in such plans on
the record date received $1.72 in cash per share of Ford stock, which amount was
based on the volume-weighted average price of Visteon stock of $13.1326 per
share on the New York Stock Exchange on June 28, 2000. The total value of the
distribution (including the aggregate $365 million cash dividend) was $2.1
billion or $1.72 per share of Ford stock.
As a result of the spin-off of Visteon, Ford will post an after-tax loss of
approximately $2.3 billion in the second quarter of 2000. This reflects the
excess of Ford's net investment in Visteon over the market value of Visteon on
the distribution date. Ford has received an opinion from Davis Polk & Wardwell
that the spin-off should qualify as a tax-free distribution for U.S. federal
income tax purposes.
The news release of Ford dated July 13, 2000 discussing one-time
charges to be incurred by Ford in connection with the Visteon spin-off and with
its European operations is filed as Exhibit 99 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation Description Method of Filing
Exhibit 99 News Release dated Filed with this Report
July 13, 2000 of Ford
Motor Company
with attachment.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: July 14, 2000 By: /s/S. P. Thomas
-------------------------
S. P. Thomas
Assistant Secretary
EXHIBIT INDEX
DESIGNATION DESCRIPTION
Exhibit 99 News Release dated
July 13, 2000 of Ford Motor
Company with attachment.
Exhibit 99
News Release
Contact: Media Inquiries Securities Analysts Shareholder Inquiries
Karen Hampton Mike Holland 800-555-5259 or
313-594-4410 313-323-8221 313-845-8540
FOR IMMEDIATE RELEASE
FORD PROVIDES DETAIL ON SECOND QUARTER CHARGES
DEARBORN, Mich., July 13, 2000 - Ford Motor Company [NYSE: F] today disclosed
detail on the one-time charges it will incur in the second quarter of 2000.
Visteon Independence: Ford Motor Company will post an after-tax charge of
approximately $2.3 billion related to the distribution of the company's 100
percent interest in Visteon Corporation [NYSE: VC] to Ford shareholders on June
28. This amount reflects the difference between the carrying value of Ford's net
investment in Visteon and the market value of Visteon stock on the date of
distribution.
"Visteon's independence from Ford allows both organizations to focus on their
core businesses," said Jac Nasser, president and chief executive officer of Ford
Motor Company. "Visteon now can accelerate growth and become stronger by
competing for business across the entire industry."
European Charges: The company will post an after-tax charge of approximately $1
billion, approximately $1.6 billion before taxes, related to an extensive
business review of the Ford brand operations in Europe that was announced in
May. The pre-tax European charges include asset impairments of approximately
$1.1 billion as well as restructuring costs of $468 million, including employee
separations and other exit related costs.
_______________________________________________________________________________
Financial News, The American Road, Dearborn, MI 48121-1899
Telephone: 313-594-4410; Fax: 313-594-3494
E-Mail: khampto2@ford.com; Internet: http://media.ford.com
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"With the plan in place to improve efficiency and reduce overcapacity as well as
fixed costs, and the acceleration of an extraordinary product offensive
representing 45 significant new products over the next five years, we are
confident our European operations are driving toward sustained profitable
growth," said Nasser.
The after-tax aggregate amount of these charges is expected to be approximately
$3.3 billion or approximately $2.70 per diluted common and Class B share.
These charges will be reflected in Ford Motor Company's second quarter results,
which will be released at 7 a.m. July 19.