Obligation Ford Motor Co 7.45% ( US345370CA64 ) en USD

Ford Motor Co

105.432 % ▲

Etats-unis

US345370CA64 ( en USD )

7.45% par an ( paiement semestriel )

15/07/2031

Prospectus brochure de l'obligation Ford Motor Co US345370CA64 en USD 7.45%, échéance 15/07/2031

1 000 USD

1 793 531 000 USD

345370CA6

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

16/07/2024 ( Dans 81 jours )

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CA64, paye un coupon de 7.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2031

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CA64, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CA64, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0000950124-99-004118.txt : 19990714
<SEC-HEADER>0000950124-99-004118.hdr.sgml : 19990714
ACCESSION NUMBER:
0000950124-99-004118
CONFORMED SUBMISSION TYPE:
424B5
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
19990713
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
FORD MOTOR CO
CENTRAL INDEX KEY:
0000037996
STANDARD INDUSTRIAL CLASSIFICATION:
MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
IRS NUMBER:
380549190
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1231
FILING VALUES:
FORM TYPE:
424B5
SEC ACT:
SEC FILE NUMBER:
333-67211
FILM NUMBER:
99663666
BUSINESS ADDRESS:
STREET 1:
THE AMERICAN RD
CITY:
DEARBORN
STATE:
MI
ZIP:
48121
BUSINESS PHONE:
3133223000
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<DESCRIPTION>RULE 424B5
<TEXT>
<PAGE> 1
Rule 424(b)5
Registration Statement No. 333-67211
333-82625
PROSPECTUS SUPPLEMENT TO FORD CREDIT PROSPECTUS DATED MAY 27, 1999
AND FORD PROSPECTUS DATED NOVEMBER 24, 1998
(FORD LOGO)
$8,600,000,000
GLOBAL LANDMARK SECURITIES(TM)("GLOBLSTM")
FORD MOTOR CREDIT COMPANY
$4,000,000,000 6.70% GLOBLS DUE JULY 16, 2004
$1,000,000,000 FLOATING RATE GLOBLS DUE JULY 16, 2001
$1,800,000,000 FLOATING RATE GLOBLS DUE JULY 16, 2002
FORD MOTOR COMPANY
$1,800,000,000 7.45% GLOBLS DUE JULY 16, 2031
------------------
THE FORD CREDIT GLOBLS: Ford Credit will issue the 6.70% GlobLS due July 16,
2004 (the "Ford Credit Fixed Rate Notes"), the Floating Rate GlobLS due July 16,
2001 (the "Ford Credit Floating Rate Notes due 2001") and the Floating Rate
GlobLS due July 16, 2002 (the "Ford Credit Floating Rate Notes due 2002" and,
together with the Ford Credit Floating Rate Notes due 2001, the "Ford Credit
Floating Rate Notes"). The Ford Credit Fixed Rate Notes and the Ford Credit
Floating Rate Notes are referred to together in this document as the "Ford
Credit Notes". The Ford Credit Fixed Rate Notes will mature on July 16, 2004 and
will pay interest semi-annually beginning in January 2000. The Ford Credit
Floating Rate Notes due 2001 will mature on July 16, 2001 and will bear interest
at a floating rate equal to the Three Month LIBOR Rate, reset quarterly, plus 17
basis points, payable quarterly beginning in October 1999. The Ford Credit
Floating Rate Notes due 2002 will mature on July 16, 2002 and will bear interest
at a floating rate equal to the Three Month LIBOR Rate, reset quarterly, plus 26
basis points, payable quarterly beginning in October 1999. Ford Credit is solely
responsible for payments of principal and interest on the Ford Credit Notes.
Ford will not guarantee the Ford Credit Notes.
THE FORD GLOBLS: Ford will issue the 7.45% GlobLS due July 16, 2031 (the
"Ford Notes"). The Ford Notes will mature on July 16, 2031 and will pay interest
semi-annually beginning in January 2000. Ford is solely responsible for payments
of principal and interest on the Ford Notes. Ford Credit will not guarantee the
Ford Notes.
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The Ford Credit Notes and the Ford Notes are referred to together in this
document as the "Notes." The Notes may not be redeemed prior to their respective
maturities unless certain events occur involving United States taxation.
The Notes are offered for sale in the United States, Europe and Asia. Ford
Credit and Ford have applied to have the Notes listed and traded on the
Luxembourg Stock Exchange and the Stock Exchange of Singapore Limited.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUSES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS)
PER FORD PER FORD
PER FORD CREDIT CREDIT
CREDIT FLOATING FLOATING
FIXED RATE NOTE RATE NOTE PER FORD
RATE NOTE TOTAL DUE 2001 TOTAL DUE 2002 TOTAL NOTE TOTAL
--------- ----- --------- ----- --------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Initial public
offering price..... 99.836% $3,993.440 100.0% $ 1,000.0 100.0% $ 1,800.0 99.049% $1,782.882
Underwriting
discounts and
commissions........ 0.325% $ 13.000 0.150% $ 1.500 0.175% $ 3.150 0.875% $ 15.750
Proceeds, before
expenses, to
issuer............. 99.51 % $3,980.440 99.850% $ 998.50 99.825% $1,796.850 98.174% $1,767.132
</TABLE>
------------------
The initial public offering prices above do not include accrued interest.
Interest on the Notes will accrue from July 16, 1999 and must be paid by the
purchaser if the Notes are delivered to the Underwriters after July 16, 1999.
Ford Credit and Ford expect that delivery of the Notes will be made to investors
on or about July 16, 1999.
------------------
<TABLE>
<S> <C> <C>
Global Coordinator and Joint Book Manager Joint Book Manager Joint Book Manager
BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO. SALOMON SMITH BARNEY
</TABLE>
Prospectus Supplement dated July 9, 1999.
<PAGE> 2
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Directors and Principal Executive Officers of Ford Credit... S-4
Directors and Principal Executive Officers of Ford.......... S-5
Capitalization of Ford Credit............................... S-7
Capitalization of Ford...................................... S-8
Description of Notes........................................ S-9
Certain United States Tax Documentation Requirements........ S-17
United States Taxation of Non-United States Persons......... S-19
Information Concerning Ford Credit.......................... S-21
Ford Motor Credit Company and Consolidated
Subsidiaries -- Selected Financial Data................... S-22
Information Concerning Ford................................. S-25
Selected Financial Data and Other Data of Ford.............. S-26
Financial Review of Ford.................................... S-27
Industry Data and Market Share of Ford...................... S-34
Ratio of Earnings to Fixed Charges.......................... S-34
Underwriting................................................ S-36
Legal Opinions.............................................. S-39
General Information......................................... S-39
FORD CREDIT PROSPECTUS
Where You Can Find More Information......................... 2
Information Concerning Ford Credit.......................... 2
Information Concerning Ford................................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Use of Proceeds............................................. 4
Description of Debt Securities.............................. 5
Plan of Distribution........................................ 8
Legal Opinions.............................................. 9
Experts..................................................... 9
FORD PROSPECTUS
Where You Can Find More Information......................... 2
Ford Motor Company.......................................... 2
Ratio of Earnings to Fixed Charges.......................... 3
Use of Proceeds............................................. 3
Description of Debt Securities.............................. 3
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Plan of Distribution........................................ 8
Legal Opinions.............................................. 8
Experts..................................................... 9
</TABLE>
------------------------
THE LUXEMBOURG STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF
THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM
OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS DOCUMENT OR
THE PROSPECTUSES.
THE SINGAPORE STOCK EXCHANGE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS
OF ANY OF THE STATEMENTS OR OPINIONS MADE OR REPORTS CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUSES. ADMISSION TO THE OFFICIAL
LIST IS NOT TO BE TAKEN AS AN INDICATION OF THE MERITS OF THE ISSUER OR OF THE
NOTES.
S-2
<PAGE> 3
THIS PROSPECTUS SUPPLEMENT RELATES TO DEBT SECURITIES OFFERED SEPARATELY BY
FORD CREDIT AND BY FORD. ACCORDINGLY, THIS PROSPECTUS SUPPLEMENT CONSTITUTES A
PROSPECTUS SUPPLEMENT TO THE PROSPECTUS FILED AS PART OF FORD CREDIT'S
REGISTRATION STATEMENT (FILE NO. 333-75177) AND TO THE PROSPECTUS FILED AS PART
OF FORD'S REGISTRATION STATEMENT (FILE NO. 333-67211).
THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUSES INCLUDE
PARTICULARS GIVEN IN COMPLIANCE WITH THE REQUIREMENTS OF THE SINGAPORE STOCK
EXCHANGE FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO FORD CREDIT AND
FORD. FORD CREDIT AND FORD ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING
PROSPECTUSES AND CONFIRM, HAVING MADE ALL REASONABLE INQUIRIES, THAT TO THE BEST
OF THEIR KNOWLEDGE AND BELIEF THERE ARE NO OTHER FACTS THE OMISSION OF WHICH
WOULD MAKE ANY STATEMENT HEREIN MISLEADING IN ANY MATERIAL RESPECT.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUSES. NO ONE
IS AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE DEBT SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR
THE ACCOMPANYING PROSPECTUSES IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENTS.
OFFERS AND SALES OF THE NOTES ARE SUBJECT TO RESTRICTIONS IN RELATION TO
THE UNITED KINGDOM, SINGAPORE AND JAPAN, DETAILS OF WHICH ARE SET OUT IN
"UNDERWRITING" BELOW. THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND
ACCOMPANYING PROSPECTUSES AND THE OFFERING OF THE NOTES IN CERTAIN OTHER
JURISDICTIONS MAY ALSO BE RESTRICTED BY LAW.
In this Prospectus Supplement and accompanying Prospectuses, unless
otherwise specified or the context otherwise requires, references to "dollars",
"$" and "U.S.$" are to United States dollars.
S-3
<PAGE> 4
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FORD CREDIT
Elizabeth S. Acton
Vice President
Michael E. Bannister
Vice President
Terry D. Chenault
Director and
Executive Vice President
Kenneth J. Coates
Director and
Executive Vice President
David P. Cosper
Vice President-Treasurer
John M. Devine
Director
David C. Flanigan
Director and
Executive Vice President
Randy A. Kniebes
Vice President
Malcolm S. Macdonald
Director
John T. Noone
Vice President
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George E. Watts
Vice President
Philippe Paillart
Director and
Chairman of the Board
Norman M. Pryor
Vice President
Paul F. Nussbaum
Vice President
Dennis E. Ross
Vice President
Andrew J. Salmon
Vice President
Gregory C. Smith
Director and
Executive Vice President
Richard C. VanLeeuwen
Vice President
A.J. Wagner
Vice President
Dale R. Walker
Director and
Executive Vice President
Joseph M. Walsh
Vice President
All of the above-named persons are full-time employees of Ford or Ford Credit.
S-4
<PAGE> 5
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FORD
William Clay Ford, Jr.
Chairman of the Board
Michael D. Dingman
Director
Edsel B. Ford II
Director
William Clay Ford
Director
Irvine O. Hockaday, Jr.
Director
Marie-Josee Kravis
Director
Ellen R. Marram
Director
Homer A. Neal
Director
Carl E. Reichardt
Director
John L. Thornton
Director
Jacques A. Nasser
Director, President and
Chief Executive Officer
W. Wayne Booker
Vice Chairman and
Chief Financial Officer
Peter J. Pestillo
Vice Chairman and Chief of Staff
John M. Devine
Executive Vice President
Carlos E. Mazzorin
Group Vice President -- Purchasing and
Ford of Mexico
James J. Padilla
Group Vice President -- Manufacturing
Richard Parry-Jones
Group Vice President -- Product
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Development and Quality
Wolfgang Reitzle
Group Vice President -- Premier
Automotive Group
Robert L. Rewey
Group Vice President -- Marketing,
Sales and Service
Henry D. G. Wallace
Group Vice President -- Asia Pacific
Operations and Associations
Gurminder S. Bedi
Vice President -- Truck Vehicle Center
William W. Boddie
Vice President -- Small and
Medium Car Vehicle Center
Mei Wei Cheng
Vice President
(President, Ford Motor (China) Ltd.)
William J. Cosgrove
Vice President -- Business and
Product Strategy
James D. Donaldson
Group Vice President -- Global Business Development
(President, Ford of Europe, Inc.)
Wayne S. Doran
Vice President
(Chairman, Ford Motor
Land Development Corporation)
Bobbie Gaunt
Vice President
Louise Goeser
Vice President -- Quality
Ronald E. Goldsberry
Vice President -- Global Service
Business Strategy
Elliott S. Hall
Vice President -- Dealer Development
Earl J. Hesterberg
Vice President
Mark W. Hutchins
Vice President
(President, Lincoln and Mercury)
I. Martin Inglis
Vice President -- South American Operations
(President, Ford South American Operations)
S-5
<PAGE> 6
Michael D. Jordan
Vice President -- Ford
Customer Service Division
Brian P. Kelley
Vice President
Vaughn A. Koshkarian
Vice President -- Public Affairs
Roman J. Krygier
Vice President -- Powertrain Operations
Malcolm S. Macdonald
Vice President and Treasurer
J. C. Mays
Vice President -- Design
James E. Miller
Vice President
Craig H. Muhlhauser
Vice President
(President, Visteon Automotive Systems)
Janet G. Mullins
Vice President -- Washington Affairs
David L. Murphy
Vice President -- Human Resources
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James G. O'Connor
Vice President
(President, Ford Division)
Helen O. Petrauskas
Vice President -- Environmental and
Safety Engineering
William F. Powers
Vice President -- Research
Neil W. Ressler
Vice President and Chief Technical Officer Research and Vehicle Technology
John M. Rintamaki
Vice President -- General Counsel
and Secretary
Ross H. Roberts
Vice President
(President, Ford Investment
Enterprises Corporation)
Dennis E. Ross
Vice President and Chief Tax Officer
Shamel T. Rushwin
Vice President -- Advanced
Manufacturing Engineering
Nicholas V. Scheele
Vice President
(Senior Vice President -- Marketing,
Sales and Service, Ford of Europe)
James C. Schroer
Vice President -- General Manager,
Automotive Components Division
Chris P. Theodore
Vice President -- Large
and Luxury Car
Vehicle Center
William A. Swift
Vice President and Controller
Frank M. Taylor
Vice President -- Material Planning and Logistics
David W. Thursfield
Vice President -- Vehicle Operations
James A. Yost
Vice President -- Chief Information Officer
Robert J. Womac
Vice President
(Executive Vice President, Operations,
Visteon Automotive Systems)
Martin B. Zimmerman
Vice President -- Governmental Affairs
Rolf Zimmerman
Vice President
(Chairman, Ford Werke AG)
All of the officers listed above are full-time employees of Ford or its
subsidiaries.
S-6
<PAGE> 7
CAPITALIZATION OF FORD CREDIT
The capitalization of Ford Credit and its subsidiaries at March 31, 1999 is
as follows (in millions of U.S. dollars):
<TABLE>
<CAPTION>
OUTSTANDING ADDITIONAL
MARCH 31, LONG-TERM
1999 INDEBTEDNESS
----------- ------------
(UNAUDITED)
<S> <C> <C>
SENIOR INDEBTEDNESS, UNSECURED
Short-term
Commercial paper.................................. $ 46,818.5
Other short-term debt............................. 6,543.9
----------
Total short-term debt........................ 53,362.4
Long-term debt payable within one year................. 8,508.2
Long-term notes and debentures......................... 56,076.5
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Ford Credit Fixed Rate Notes offered hereby................. -- $4,000.0
Ford Credit Floating Rate Notes due 2001 offered hereby..... -- 1,000.0
Ford Credit Floating Rate Notes due 2002 offered hereby..... -- 1,800.0
----------
Total debt................................... 117,947.1
----------
STOCKHOLDER'S EQUITY
Capital stock, par value $100 a share (250,000 common
shares authorized, issued, and outstanding)........... 25.0
Paid-in surplus (contributions by stockholder)......... 4,343.4
Note receivable from affiliated company................ (1,517.0)
Accumulated other comprehensive income/loss............ (166.1)
Earnings retained for use in the business.............. 8,211.2
----------
Total stockholder's equity................... 10,896.5
----------
TOTAL CAPITALIZATION........................................ $128,843.6
==========
</TABLE>
Except as set forth herein, there has been no material change in the
capitalization of Ford Credit since March 31, 1999 to the date of this
Prospectus Supplement.
S-7
<PAGE> 8
CAPITALIZATION OF FORD
The capitalization of Ford and its subsidiaries at March 31, 1999 is as
follows (in millions of U.S. dollars):
<TABLE>
<CAPTION>
OUTSTANDING ADDITIONAL
MARCH 31, LONG-TERM
1999 INDEBTEDNESS
----------- ------------
<S> <C> <C>
AUTOMOTIVE
Debt payable within one year, including the current portion
of long-term debt......................................... $ 1,501
Long-term debt.............................................. 9,976
Minority interests in net assets of subsidiaries............ 110
FINANCIAL SERVICES
Debt........................................................ 124,887
Minority interests in net assets of subsidiaries............ 500
Ford-obligated mandatorily redeemable preferred securities
of subsidiary trust holding solely junior subordinated
debentures of Ford........................................ 676
TOTAL DEBT.................................................. 136,364
Ford Notes offered hereby................................... -- $1,800.0
STOCKHOLDERS' EQUITY
Preferred Stock, par value $1.00 per share (aggregate
liquidation preference of $177 million)................... *
Common Stock, par value $1.00 per share
Issued and outstanding -- 1,151 million shares............ 1,151
Class B Stock, par value $1.00 per share
Issued and outstanding -- 71 million shares............... 71
Capital in excess of par value of stock..................... 5,147
Accumulated other comprehensive income...................... (1,820)
ESOP loan and treasury stock................................ 1,879
Earnings retained for use in business....................... 21,077
--------
TOTAL STOCKHOLDERS' EQUITY.................................. 24,747
--------
TOTAL CAPITALIZATION........................................ $162,397
========
</TABLE>
- ---------------
* Less than 1 million.
Except as set forth herein, there has been no material change in the
capitalization of Ford since March 31, 1999 to the date of this Prospectus
Supplement.
S-8
<PAGE> 9
DESCRIPTION OF NOTES
This description of terms of the Notes adds information to the descriptions
of the general terms and provisions of Debt Securities in the Prospectuses. If
this summary differs in any way from the summaries in the Prospectuses, you
should rely on this summary. The Ford Credit Notes are part of the Debt
Securities registered by Ford Credit in May 1999 and the Ford Notes are part of
the Debt Securities registered by Ford in November 1998, each to be issued on
terms to be determined at the time of sale. In addition to the Notes offered
hereby, Ford Credit Debt Securities in the aggregate principal amount of
$8,000,000,000 previously have been designated for sale as Medium Term Notes and
Ford Debt Securities in the aggregate principal amount of $500,000,000
previously have been sold.
THE FORD CREDIT FIXED RATE NOTES
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The Ford Credit Fixed Rate Notes will initially be limited to
$4,000,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on July 16, 2004. The Ford Credit Fixed Rate Notes will
bear interest from July 16, 1999 at the rate per annum set forth on the cover
page of this Prospectus Supplement. Interest will be payable on January 16 and
July 16 of each year, commencing January 16, 2000, to the person in whose names
the Ford Credit Fixed Rate Notes are registered at the close of business on the
preceding January 1 and July 1, respectively, subject to certain exceptions.
Interest on the Ford Credit Fixed Rate Notes will be computed on the basis of a
360-day year comprised of twelve 30-day months.
The Ford Credit Fixed Rate Notes are not subject to redemption prior to
maturity unless certain events occur involving United States taxation. If any of
these special tax events do occur, the Ford Credit Fixed Rate Notes will be
redeemed at a redemption price of 100% of their principal amount plus accrued
and unpaid interest to the date of redemption. See "Description of
Notes -- Redemption."
Ford Credit may, without the consent of the holders of the Ford Credit
Fixed Rate Notes, issue additional notes having the same ranking and the same
interest rate, maturity and other terms as the Ford Credit Fixed Rate Notes. Any
additional notes will, together with the Ford Credit Fixed Rate Notes,
constitute a single series of the Ford Credit Fixed Rate Notes under the
Indenture. No additional notes may be issued if an Event of Default has occurred
with respect to the Ford Credit Fixed Rate Notes.
THE FORD CREDIT FLOATING RATE NOTES DUE 2001
The Ford Credit Floating Rate Notes due 2001 will initially be limited to
$1,000,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on July 16, 2001 (the "2001 Floating Rate Maturity
Date").
The Ford Credit Floating Rate Notes due 2001 are not subject to redemption
prior to maturity unless certain events occur involving United States taxation.
If any of these special tax events do occur, the Ford Credit Floating Rate Notes
due 2001 will be redeemed at a redemption price of 100% of their principal
amount plus accrued and unpaid interest to the date of redemption. See
"Description of Notes -- Redemption."
Ford Credit may, without the consent of the holders of the Ford Credit
Floating Rate Notes due 2001, issue additional notes having the same ranking and
the same interest rate, maturity and other terms as the Ford Credit Floating
Rate Notes due 2001. Any additional notes will, together with the Ford Credit
Floating Rate Notes due 2001, constitute a single series of Ford Credit Floating
Rate Notes due 2001 under the Indenture. No additional notes may be issued if an
Event of Default has occurred with respect to the Ford Credit Floating Rate
Notes due 2001.
The Ford Credit Floating Rate Notes due 2001 will bear interest from July
16, 1999 at a floating rate determined in the manner provided below, payable on
January 16, April 16, July 16,
S-9
<PAGE> 10
and October 16 of each year (each such day a "Floating Rate Interest Payment
Date"), commencing October 18, 1999, to the person in whose name the Ford Credit
Floating Rate Notes due 2001 were registered at the close of business on the
15th day preceding the respective Floating Rate Interest Payment Date, subject
to certain exceptions.
The per annum interest rate on the Ford Credit Floating Rate Notes due 2001
(the "2001 Floating Interest Rate") in effect for each day of an Interest Period
(as defined below) will be equal to the Three Month LIBOR Rate plus 17 basis
points (0.17%). The 2001 Floating Interest Rate for each Interest Period for the
Ford Credit Floating Rate Notes due 2001 will be set on the 16th day of the
months of January, April, July and October of each year, commencing with July
16, 1999 (each such date an "Interest Reset Date") until the principal on the
Ford Credit Floating Rate Notes due 2001 is paid or made available for payment
(the "2001 Principal Payment Date"). If any Interest Reset Date (other than the
initial Interest Reset Date occurring on July 16, 1999) and Floating Rate
Interest Payment Date for the Ford Credit Floating Rate Notes due 2001 would
otherwise be a day that is not a LIBOR Business Day, such Interest Reset Date
and Floating Rate Interest Payment Date shall be the next succeeding LIBOR
Business Day, unless the next succeeding LIBOR Business Day is in the next
succeeding calendar month, in which case such Interest Reset Date and Floating
Rate Interest Payment Date shall be the immediately preceding LIBOR Business
Day.
THE FORD CREDIT FLOATING RATE NOTES DUE 2002
The Ford Credit Floating Rate Notes due 2002 will initially be limited to
$1,800,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on July 16, 2002 (the "2002 Floating Rate Maturity Date"
and together with the 2001 Floating Rate Maturity Date, each a "Floating Rate
Maturity Date").
The Ford Credit Floating Rate Notes due 2002 are not subject to redemption
prior to maturity unless certain events occur involving United States taxation.
If any of these special tax events do occur, the Ford Credit Floating Rate Notes
due 2002 will be redeemed at a redemption price of 100% of their principal
amount plus accrued and unpaid interest to the date of redemption. See
"Description of Notes -- Redemption."
Ford Credit may, without the consent of the holders of the Ford Credit
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Floating Rate Notes due 2002, issue additional notes having the same ranking and
the same interest rate, maturity and other terms as the Ford Credit Floating
Rate Notes due 2002. Any additional notes will, together with the Ford Credit
Floating Rate Notes due 2002, constitute a single series of Ford Credit Floating
Rate Notes due 2002 under the Indenture. No additional notes may be issued if an
Event of Default has occurred with respect to the Ford Credit Floating Rate
Notes due 2002.
The Ford Credit Floating Rate Notes due 2002 will bear interest from July
16, 1999 at a floating rate determined in the manner provided below, payable on
each Floating Rate Interest Payment Date, commencing October 18, 1999, to the
person in whose name the Ford Credit Floating Rate Notes due 2002 were
registered at the close of business on the 15th day preceding the respective
Floating Rate Interest Payment Date, subject to certain exceptions.
The per annum interest rate on the Ford Credit Floating Rate Notes due 2002
(the "2002 Floating Interest Rate" and together with the 2001 Floating Interest
Rate, each a "Floating Interest Rate") in effect for each day of an Interest
Period will be equal to the Three Month LIBOR Rate plus 26 basis points (0.26%).
The 2002 Floating Interest Rate for each Interest Period for the Ford Credit
Floating Rate Notes due 2002 will be set on the relevant Interest Reset Date
until the principal on the Ford Credit Floating Rate Notes due 2002 is paid or
made available for payment (the "2002 Principal Payment Date" and together with
the 2001 Principal Payment Date, each a "Principal Payment Date"). If any
Interest Reset Date (other than the initial Interest Reset Date occurring on
July 16, 1999) and Floating Rate Interest Payment Date for the Ford Credit
Floating Rates due 2002 would otherwise be a day that is not a LIBOR Business
Day,
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such Interest Reset Date and Floating Rate Interest Payment Date shall be the
next succeeding LIBOR Business Day, unless the next succeeding LIBOR Business
Day is in the next succeeding calendar month, in which case such Interest Reset
Date and Floating Rate Interest Payment Date shall be the immediately preceding
LIBOR Business Day.
INFORMATION APPLICABLE TO BOTH ISSUES OF FORD CREDIT FLOATING RATE NOTES
"LIBOR Business Day" means any day that is not a Saturday or Sunday and
that, in the City of New York or the City of London, is not a day on which
banking institutions are generally authorized or obligated by law to close.
"Interest Period" shall mean the period from and including an Interest Reset
Date to but excluding the next succeeding Interest Reset Date and, in the case
of the last such period, from and including the Interest Reset Date immediately
preceding the relevant Maturity Date or Principal Payment Date, as the case may
be, to but not including such Maturity Date or Principal Payment Date, as the
case may be. If a Principal Payment Date or Maturity Date is not a LIBOR
Business Day, then the principal amount of the relevant Ford Credit Floating
Rate Notes plus accrued and unpaid interest thereon shall be paid on the next
succeeding Floating Rate Business Day and no interest shall accrue for the
relevant Floating Rate Maturity Date, Principal Payment Date or any day
thereafter. "Floating Rate Business Day" shall mean any day that is not a
Saturday or Sunday and that, in the City of New York, is not a day on which
banking institutions are generally authorized or obligated by law to close.
The "Three Month LIBOR Rate" shall mean the rate determined in accordance
with the following provisions:
(i) On the second day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market preceding each Interest Reset
Date (each such date an "Interest Determination Date"), The Chase Manhattan
Bank (the "Reference Agent"), as agent for Ford Credit, will determine the
Three Month LIBOR Rate which shall be the rate for deposits in U.S. dollars
having a three-month maturity which appears on the Telerate Page 3750 as of
11:00 a.m., London time, on such Interest Determination Date. "Telerate
Page 3750" means the display page so designated on the Dow Jones Markets
Limited (or such other page as may replace that page on that service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates
for U.S. dollar deposits). If the Three Month LIBOR Rate on such Interest
Determination Date does not appear on the Telerate Page 3750, such Three
Month LIBOR Rate will be determined as described in (ii) below.
(ii) With respect to an Interest Determination Date for which the
Three Month LIBOR Rate does not appear on the Telerate Page 3750 as
specified in (i) above, the Three Month LIBOR Rate will be determined on
the basis of the rates at which deposits in U.S. dollars are offered by
four major banks in the London interbank market selected by the Reference
Agent (the "Reference Banks") at approximately 11:00 a.m., London time, on
such Interest Determination Date to prime banks in the London interbank
market having a three-month maturity and in a principal amount equal to an
amount of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The Reference Agent will request
the principal London office of each of such Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the
Three Month LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 5 one-millionths of a
percentage point rounded upwards) of such quotations. If fewer than two
quotations are provided, the Three Month LIBOR Rate on such Interest
Determination Date will be the arithmetic mean (rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point,
with 5 one-millionths of a percentage point rounded upwards) of the rates
quoted by three major banks in New York City selected by the
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Reference Agent at approximately 11:00 a.m., New York City time, on such
Interest Determination Date for loans in U.S. dollars to leading European
banks, having a three-month maturity and in a principal amount equal to an
amount of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time; provided, however, that if the
banks in New York City selected as aforesaid by the Reference Agent are not
quoting as mentioned in this sentence, the relevant Interest Rate for the
Interest Period commencing on the Interest Reset Date following such
Interest Determination Date will be the Interest Rate in effect on such
Interest Determination Date.
The amount of interest for each day that a Ford Credit Floating Rate Note
is outstanding (the "Daily Interest Amount") will be calculated by dividing the
relevant Floating Interest Rate in effect for such day by 360 and multiplying
the result by the principal amount of such Ford Credit Floating Rate Note. The
relevant amount of interest to be paid on such Ford Credit Floating Rate Note
for any Interest Period will be calculated by adding the Daily Interest Amounts
for each day in such Interest Period.
The Interest Rates on the Ford Credit Floating Rate Notes will in no event
be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
The Floating Interest Rates and amount of interest to be paid on the Ford
Credit Floating Rate Notes for each Interest Period will be determined by the
Reference Agent. So long as the Ford Credit Floating Rate Notes are listed on
the Luxembourg Stock Exchange and the Singapore Stock Exchange, the Floating
Rate Interest Payment Date, the Floating Interest Rates and amounts of interest
to be paid on the Ford Credit Floating Rate Notes for each Interest Period will
be communicated to each of the Exchanges by the Reference Agent no later than
the first day of the relevant Interest Period and published in accordance with
"Notices" below. All calculations made by the Reference Agent shall in the
absence of manifest error be conclusive for all purposes and binding on Ford
Credit and the holders of the Ford Credit Floating Rate Notes. So long as the
Three Month LIBOR Rate is required to be determined with respect to the Ford
Credit Floating Rate Notes, there will at all times be a Reference Agent. In the
event that any then acting Reference Agent shall be unable or unwilling to act,
or that such Reference Agent shall fail duly to establish the Three Month LIBOR
Rate for any Interest Period, or that Ford Credit proposes to remove such
Reference Agent, Ford Credit shall appoint itself or another person which is a
bank, trust company, investment banking firm or other financial institution to
act as the Reference Agent.
THE FORD NOTES
The Ford Notes will initially be limited to $1,800,000,000 aggregate
principal amount, will be unsecured obligations of Ford and will mature on July
16, 2031. The Ford Notes will bear interest from July 16, 1999 at the rate per
annum set forth on the cover page of this Prospectus Supplement. Interest will
be payable on January 16 and July 16 of each year, commencing January 16, 2000,
to the person in whose names the Ford Notes are registered at the close of
business on the preceding January 1 and July 1, respectively, subject to certain
exceptions. Interest on the Ford Notes will be computed on the basis of a
360-day year comprised of twelve 30-day months.
The Ford Notes are not subject to redemption prior to maturity unless
certain events occur involving United States taxation. If any of these special
tax events do occur, the Ford Notes will be redeemed at a redemption price of
100% of their principal amount plus accrued and unpaid interest to the date of
redemption. See "Description of Notes -- Redemption."
Ford may, without the consent of the holders of the Ford Notes, issue
additional notes having the same ranking and the same interest rate, maturity
and other terms as the Ford Notes.
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Any additional notes will, together with the Ford Notes, constitute a single
series of Ford Notes under the Indenture. No additional notes may be issued if
an Event of Default has occurred with respect to the Ford Notes.
BOOK-ENTRY, DELIVERY AND FORM
Each series of Notes will be issued in the form of one or more fully
registered Global Notes (the "Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depository")
and registered in the name of Cede & Co., the Depository's nominee. Notes in
definitive form will not be issued. Beneficial interests in the Global Notes
will be represented through book-entry accounts of financial institutions acting
on behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global Notes through
either the Depository (in the United States) or Cedelbank ("Cedel") or Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear") (in Europe) if they are participants of such
systems, or indirectly through organizations which are participants in such
systems. Cedel and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Cedel's and Euroclear's names on the
books of their respective depositaries, which in turn will hold such interests
in customers' securities accounts in the depositaries' names on the books of the
Depository. Citibank, N.A. will act as depositary for Cedel and The Chase
Manhattan Bank, will act as depositary for Euroclear (in such capacities, the
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