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) October 23, 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. 333-50611. 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 two series of Debt Securities for issuance under an Indenture dated as of February 1, 1985, as supplemented, between the Company and The Chase Manhattan Bank (the "Indenture"), designated as the Company's 5 1/8% Notes due October 15, 2001 in the aggregate principal amount of $750,000,000 and 5 3/8% Notes due October 15, 2002 in the aggregate principal amount of $150,000,000 (together, the "Notes"). Each series of the Notes will be represented by Global Securities (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 for each series 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 5 1/8% Notes due October 15, 2001. Exhibit 4.2 Form of specimen Global Security Filed with this Report. relating to Ford Motor Credit Company's 5 3/8% Notes due October 15, 2002 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: October 23, 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 5 1/8% Notes due October 15, 2001. Exhibit 4.2 Form of specimen Global Security relating to Ford Motor Credit Company's 5 3/8% Notes due October 15, 2002. 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.