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
Item 5. Other Events.
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Visteon Spin-Off
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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
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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).
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1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
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2000
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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)
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Pre-VEP (Excluding Visteon) $ 1.58 $ 1.24
Excluding One-Time Factors** 0 (0.83)
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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
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1999
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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)
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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
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* 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.
EXHIBITS
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Designation Description Method of Filing
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Exhibit 23 Consent of PricewaterhouseCoopers Filed with this Report
Exhibit 99 Restated Financial Statements Filed with this Report
SIGNATURE
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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
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(Registrant)
Date: September 21, 2000 By: /s/ S. P. Thomas
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S. P. Thomas
Assistant Secretary
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EXHIBIT INDEX
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Designation Description
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Exhibit 23 Consent of PricewaterhouseCoopers
Exhibit 99 Restated Financial Statements