SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2000 FORD MOTOR CREDIT COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6368 38-1612444 - ----------------------- ----------------------- ------------------- (State or other juris- (Commission File Number (IRS Employer diction of incorporation Number) Identification No.) 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. Ford Motor Credit Company, a Delaware corporation (the "Company"), has registered $30,000,000,000 principal amount of its Debt Securities ("Debt Securities") pursuant to Registration Statement No. 333-91953. The Debt Securities were registered on Form S-3 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. The Debt Securities are to be issued under an Indenture dated as of February 1, 1985, as supplemented, between the Company and The Chase Manhattan Bank, as Trustee. The Company has created two series of Debt Securities under such Indenture, as supplemented, one in the aggregate principal amount of $4,000,000,000 designated as 7.60% GlobLS due August 1, 2005 and one in the aggregate principal amount of $2,000,000,000 designated as Floating Rate GlobLS due August 1, 2002 (collectively, the "Notes"). The opinion and consent of Shearman & Sterling consenting to the use of their name in the Prospectus relating to the Notes are being filed as exhibits to this Report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. EXHIBITS DESIGNATION DESCRIPTION METHOD OF FILING - ----------- ----------- ---------------- Exhibit 8 Opinion of Shearman & Sterling. Filed with this Report. Exhibit 23 Consent of Shearman & Sterling Filed with this Report. is contained in their opinion set forth in Exhibit 8. 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 31, 2000 By:/s/E. E. Smith-Sulfaro ----------------- E. E. Smith-Sulfaro Assistant Secretary EXHIBIT INDEX DESIGNATION DESCRIPTION METHOD OF FILING - ----------- ----------- ---------------- Exhibit 8 Opinion of Shearman & Sterling. Filed with this Report. Exhibit 23 Consent of Shearman & Sterling Filed with this Report. is contained in their opinion set forth in Exhibit 8. Exhibit 8 [SHEARMAN & STERLING LETTERHEAD] July 26, 2000 Ford Motor Credit Company One American Road Dearborn, MI 48126 Ladies and Gentlemen: In connection with the issuance by Ford Motor Credit Company, a Delaware corporation, of $4,000,000,000 aggregate principal amount of its 7.60% Global Landmark Securities due August 1, 2005 and $2,000,000,000 aggregate principal amount of its Floating Rate Global Landmark Securities due August 1, 2002, we hereby consent to the use of our name and confirm to you our tax advice as set forth under the heading "United States Taxation of Non-United States Persons -- Income and Withholding Tax" in the Prospectus Supplement dated July 26, 2000 relating to Registration Statement no. 333-91953, to which registration statement this consent is an exhibit. Very truly yours, /s/Shearman & Sterling