-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ghv7zNYkqR3Q1YTYgCmEuTkwRXHQBn08YaYttkaxxJ+YSLcr2p76irGv9eT88yQO Aj8BP4xc9fhOMZ6NHxXnng== 0000950124-98-001670.txt : 19980330 0000950124-98-001670.hdr.sgml : 19980330 ACCESSION NUMBER: 0000950124-98-001670 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD CREDIT AUTO RECEIVABLES TWO L P CENTRAL INDEX KEY: 0001008949 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 383295857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-01245 FILM NUMBER: 98576665 BUSINESS ADDRESS: STREET 1: THE AMERICAN ROAD STREET 2: P O BOX 6044 CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 MAIL ADDRESS: STREET 1: THE AMERICAN ROAD STREET 2: P O BOX 6044 CITY: DEARBORN STATE: MI ZIP: 48121 10-K 1 FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended DECEMBER 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to ------------- ------------------ Commission file number 333-1245 FORD CREDIT AUTO OWNER TRUST 1997-B (Ford Credit Auto Receivables Two L.P. - Originator) ----------------------------------------------------- (Exact name of registrant as specified in its charter) State of Incorporation: Delaware Employer Identification No.: 38-3295857 Address of principal executive offices: The American Road Dearborn, Michigan 48121 Registrant's telephone number, including area code: (313)322-3000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(c) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. XX Yes No ------ ------ 2 PART I. ITEM 1. BUSINESS For a discussion of the business of the Issuer see (i) the Prospectus and Prospectus Supplement, each dated October 24, 1997 filed as Exhibit 19.4 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.3 to this Report and incorporated herein by reference. ITEM 2. PROPERTIES For a discussion of the properies of the Issuer see (i) the Prospectus and Prospectus Supplement, each dated October 24, 1997 filed as Exhibit 19.4 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.3 to this Report and incorporated herein by reference. ITEM 3. LEGAL PROCEEDINGS Nothing to report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Nothing to report. ITEM II. ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS There were 8 holders of Class A-1 5.748% Asset Backed Notes, 13 holders of Class A-2 5.95% Asset Backed Notes, 49 holders of Class A-3 6.05% Asset Backed Notes, 1 holder of Class A-4 6.15% Asset Back Notes and 8 holders of Class B 6.40% Asset Backed Notes and 12 holders of 6.65% Asset Backed Certificates as of February 27, 1998. There is no established public trading market for the Securities. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Nothing to report. 3 PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(2) Amount at orig- (1) Name and Address inal issuance of beneficial and nature of owner of Ford Credit beneficial Auto Owner 1997-B ownership (3) Percent Asset Backed Securities (in thousands) of Securities - -------------------------------------------------------------------------------- Boston Safe Deposit & $ 156,450,000 9.2% Trust Co. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 SSB-Custodian $ 595,850,000 35.0% Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631 Chase Manhattan Bank $ 384,157,000 22.6% 4 New York Plaza 13th Floor New York, NY 10004 FCAR Owner Trust $ 189,004,978 11.1% The American Road Dearborn, Mich. 48121
4 *As of February 27, 1998 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. 5 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)3. Exhibits
Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 3.1 Certificate of Limited Partner- Filed as Exhibit 3.1 ship of Ford Credit Auto Receive- to the Limited ables Two L.P. (the "Limited Partnership's Partnership"). Registration Statement on Form S-3 (33-1245) and incorporated herein by reference. Exhibit 3.2 Amended and Restated Limited Filed as Exhibit 3.2 Partnership Agreement between to Ford Credit Auto Ford Credit Auto Receivables Two, Owner Trust 1996-A's Inc. ("General Partner") and Current Report on Form Ford Motor Credit Company ("Ford 8-K dated June 20, 1996 Credit"). and incorporated herein by reference. Exhibit 3.3 Certificate of Incorporation of Filed as Exhibit 3.3 of the General Parnter. to the Limited Partnership's Registration Statement on Form S-3 (33-1245) and incorporated herein by reference. Exhibit 3.4 By-Laws of the General Parnter. Filed as Exhibit 3.4 to the Limited Partnership's Registration Statement on Form S-3 (33-1245) and incorporated herein by reference. Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of October 1, 1997 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1997-B 1997-B (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated October 31, ("Indenture Trustee") 1997 and incorporated herein by reference.
6
Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 4.2 Conformed copy of Restated Filed as Exhibit 4.2 Trust Agreement between to Ford Credit Auto the Limited Partnership Owner Trust 1997-B and PNC Bank, Delaware Current Report on Form ("Owner Trustee") 8-K dated October 31, 1997 and incorporated herein by reference. Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1997. Trust 1997-B Current Report on Form 8-K dated November 12, 1997 and incorporated herein by reference. Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1997 Trust 1997-B Current Report on Form 8-K dated December 8, 1997 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1997. Trust 1997-B Current Report on Form 8-K dated January 13, 1998 and incorporated herein by reference.
7 ITEM 14. (Continued)
Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.4 Prospectus and Prospectus Filed with the Commission Supplement each dated pursuant to Rule 424(b)(2) October 24, 1997 relating on October 28, 1997 and to the issuance of the Class incorporated herein A-1, Class A-2, Class A-3, by reference. Class A-4, Class B Notes and the Asset Backed Certificates. Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto October 1, 1997 among the, Owner Trust 1997-B Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated October 31, 1997 and incorporated herein by reference. Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of October 1, to Ford Credit Auto 1997 among Ford Credit, as Owner Trust 1997-B administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated October 31, 1997 and incorporated herein by reference. Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto October 1, 1997 between Ford Owner Trust 1997-B Credit and the Limited Current Report on Form Partnership. 8-K dated October 31, 1997 and incorporated herein by reference.
8 ITEM 14. (Continued)
Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables.
(b) Reports on Form 8-K Date of Report Item November 12, 1997 Item 5 - Other Events December 8, 1997 Item 5 - Other Events SIGNATURES Pursuant to the requirements of Section 13 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. Ford Credit Auto Receivables Two L.P. (Registrant) By: Ford Credit Auto Receivables Two, Inc., General Partner Date: March 27, 1998 By:/s/R. P. Conrad --------------------------------- Assistant Secretary 9 EXHIBIT INDEX
Exhibit Number Description of Exhibit Method of Filing - ------- ---------------------- ---------------- Exhibit 3.1 Certificate of Limited Partner- * ship of Ford Credit Auto Receive- ables Two L.P. (the "Limited Partnership"). Exhibit 3.2 Amended and Restated Limited * Partnership Agreement between Ford Credit Auto Receivables Two, Inc. ("General Partner") and Ford Motor Credit Company ("Ford Credit"). Exhibit 3.3 Certificate of Incorporation of * of the General Parnter. Exhibit 3.4 By-Laws of the General Parnter. * Exhibit 4.1 Conformed copy of Indenture * dated as of October 1, 1997 between Ford Credit Auto Owner Trust 1997-B (the "Trust") and The Chase Manhattan Bank, as successor trustee to Chemical Bank ("Indenture Trustee") Exhibit 4.2 Conformed copy of Restated * Trust Agreement between the Limited Partnership and PNC Bank, Delaware ("Owner Trustee") Exhibit 19.1 Distribution Date Statement for Collection Period ended October 31, 1997. Exhibit 19.2 Distribution Date Statement * for Collection Period ended November 30, 1997 Exhibit 19.3 Distribution Date Statement * for Collection Period ended December 31, 1997.
10 ITEM 14. (Continued)
Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.4 Prospectus and Prospectus * Supplement each dated October 24, 1997 relating to the issuance of the Class A-1, Class A-2, Class A-3, Class A-4 Notes, Class B Notes and Asset Backed Certificates. Exhibit 99.1 Conformed copy of Sale and * Servicing Agreement dated as of October 1, 1997 among the, Limited Partnership, Ford Credit and the Trust. Exhibit 99.2 Conformed copy of Administration * Agreement dated as of October 1, 1997 among Ford Credit, as administrator, the Indenture Trustee and the Owner Trustee. Exhibit 99.3 Conformed copy of Purchase * Agreement dated as of October 1, 1997 between Ford Credit and the Limited Partnership. Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables.
- ---------------- *Previously Filed EX-99.4 2 EXHIBIT 99.4 1 EXHIBIT 99.4 Selected Information Ford Credit Auto Owner Trust 1997-B Through December 31, 1997 -------------------------------------------
Principal Paid $ 118,892,785.00 $ - $ - $ - $ - $ - Interest Paid $ 3,229,174.01 $ 2,885,750.00 $ 3,887,125.00 $ 1,452,975.78 $ 748,008.00 $ 211,977.06 Total Servicing Fee Paid: $ 2,787,064.94
-----END PRIVACY-ENHANCED MESSAGE-----