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: October 24, 2001 (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. --------------------- Ford Motor Credit Company, a Delaware corporation (the "Company"), has registered $36,700,000,000 principal amount of its Debt Securities ("Debt Securities") pursurant to Registration Statement No. 333-50090. 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 (the "Indenture"), between the Company and The Chase Manhattan Bank as Trustee. The Company has created four series of Debt Securities under the Indenture, as set forth in Exhibit 8 filed herewith (together, 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: October 24, 2001 By: /s/ S. P. Thomas ----------------------- S. P. Thomas Assistant Secretary EXHIBIT INDEX ------------- Designation Description ----------- ----------- Exhibit 8 Opinion of Shearman & Sterling Exhibit 23 Consent of Shearman & Sterling is Contained in their opinion set forth in Exhibit 8