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) February 11, 1998 ---------------- 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.) The American Road, Dearborn, Michigan 48121 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 <PAGE 2> ITEM 5. Other Events. Ford Motor Credit Company, a Delaware corporation (the "Company"), has registered Debt Securities ("Debt Securities") pursuant to Registration Statement No. 333-40477. 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 Company has created a series of Debt Securities for issuance under an Indenture dated as of August 1, 1994, between the Company and First Union National Bank (formerly First Fidelity Bank, National Association) (the "Indenture") in the aggregate principal amount of $1,000,000,000. Such series has been designated as the Company's Floating Rate Notes due February 13, 2003 (the "Notes"). The entire issue of the Notes will be represented by five Global Securities, each in the aggregate principal amount of $200,000,000 (the "Global Securities") except that in certain circumstances as provided in such Indenture, the Global Securities will be exchanged for Notes in definitive form (the "Definitive Notes"). Copies of the form of specimen Global Security and form of Definitive Note 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 4.1 Form of specimen Global Security Filed with this Report. relating to Ford Motor Credit Company's Floating Rate Notes due February 13, 2003. Exhibit 4.2 Form of Definitive Note relating Filed with this Report. to Ford Motor Credit Company's Floating Rate Notes due February 13, 2003. Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report. Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report. Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report. is contained in their opinion set forth in Exhibit 8.1. Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report. is contained in their opinion set forth in Exhibit 8.2. <Page 3> 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: February 11, 1998 By:/s/R. P. Conrad ----------------- R. P. Conrad Assistant Secretary EXHIBIT INDEX Designation Description - ----------- ----------- Exhibit 4.1 Form of specimen Global Security relating to Ford Motor Credit Company's Floating Rate Notes due February 13, 2003. Exhibit 4.2 Form of Definitive Note relating to Ford Motor Credit Company's Floating Rate Notes due February 13, 2003. Exhibit 8.1 Opinion of Shearman & Sterling. Exhibit 8.2 Opinion of Sullivan & Cromwell. Exhibit 23.1 Consent of Shearman & Sterling is contained in their opinion set forth in Exhibit 8.1. Exhibit 23.2 Consent of Sullivan & Cromwell is contained in their opinion set forth in Exhibit 8.2.