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) January 11, 1999 ---------------- 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 a series of Debt Securities for issuance under an Indenture dated as of February 1, 1985, between the Company and The Chase Manhattan Bank (the "Indenture"), designated as the Company's 5.80% Notes due January 12, 2009 in the aggregate principal amount of $2,300,000,000 (the "Notes"). The series of the Notes will be represented by a Global Security (the "Global Security"), except that in certain circumstances as provided in such Indenture, the Global Security will be exchanged for Notes in definitive form (the "Definitive Notes"). ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. EXHIBITS Designation Description Method of Filing - ----------- ----------- ---------------- 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. Exhibit 99 Amended and Restated Profit Filed with this Report. Maintenance Agreement dated as of January 1, 1999 between Ford Motor Company and Ford Motor Credit Company. <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: January 11, 1999 By:/s/R. P. Conrad ----------------- R. P. Conrad Assistant Secretary EXHIBIT INDEX Designation Description - ----------- ----------- 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. Exhibit 99 Amended and Restated Profit Maintenance Agreement dated as of January 1, 1999 between Ford Motor Company and Ford Motor Credit Company.