-----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, VJU6GkEGCZ86WUMwtai6MdI7RKj9gpdKcGxHnSSdysHaR/QdjmKeMAy00uHXj3Pc fN4hy3GFO3OEsu26p/dJ0Q== 0001008949-00-000008.txt : 20000225 0001008949-00-000008.hdr.sgml : 20000225 ACCESSION NUMBER: 0001008949-00-000008 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000224 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: 000-29043 FILM NUMBER: 552461 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 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, 1999 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 333-82895 FORD CREDIT AUTO OWNER TRUST 1999-A FORD CREDIT AUTO OWNER TRUST 1999-B FORD CREDIT AUTO OWNER TRUST 1999-C FORD CREDIT AUTO OWNER TRUST 1999-D (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: One 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 ------ ------ PART I. ITEM 1. BUSINESS For a discussion of the business for the Ford Credit Auto Owner Trust 1999-A see (i) the Prospectus and Prospectus Supplement dated January 11, 1999 and January 13, 1999, respectively, filed as Exhibit 19.13 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.12 to this Report and incorporated herein by reference. For a discussion of the business for the Ford Credit Auto Owner Trust 1999-B see (i) the Prospectus and Prospectus Supplement, each dated May 19, 1999, filed as Exhibit 19.22 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.14 through 19.21 to this Report and incorporated herein by reference. For a discussion of the business for the Ford Credit Auto Owner Trust 1999-C see (i) the Prospectus and Prospectus Supplement dated May 19, 1999 and July 20, 1999, respectively, filed as Exhibit 19.29 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.23 through 19.28 to this Report and incorporated herein by reference. For a discussion of the business for the Ford Credit Auto Owner Trust 1999-D see (i) the Prospectus and Prospectus Supplement, each dated September 17, 1999, filed as Exhibit 19.34 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.30 through 19.33 to this Report and incorporated herein by reference. ITEM 2. PROPERTIES For a discussion of the properties for the Ford Credit Auto Owner Trust 1999-A see (i) the Prospectus and Prospectus Supplement dated January 11, 1999 and January 13, 1999, respectively, filed as Exhibit 19.13 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.12 to this Report and incorporated herein by reference. For a discussion of the properties for the Ford Credit Auto Owner Trust 1999-B see (i) the Prospectus and Prospectus Supplement each dated May 19, 1999, filed as Exhibit 19.22 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.14 through 19.21 to this Report and incorporated herein by reference. For a discussion of the properties for the Ford Credit Auto Owner Trust 1999-C see (i) the Prospectus and Prospectus Supplement dated May 19, 1999 and July 20, 1999, respectively, filed as Exhibit 19.29 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.23 through 19.28 to this Report and incorporated herein by reference. For a discussion of the properties for the Ford Credit Auto Owner Trust 1999-D see (i) the Prospectus and Prospectus Supplement, each dated September 17, 1999 filed as Exhibit 19.34 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.30 through 19.33 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 For Ford Credit Auto Owner Trust 1999-A, there were no holders of Class A-1 5.010% Asset Backed Notes, no holders of Class A-2 5.089% Asset Backed Notes, 19 holders of Class A-3 5.31% Asset Backed Notes, 27 holders of Class A-4 5.31% Asset Backed Notes, 15 holders of Class B 5.79% Asset Backed Notes and 2 holders of Class C 6.52% Asset Backed Certificates as of January 13, 2000. There is no established public trading market for the Notes or Certificates. For Ford Credit Auto Owner Trust 1999-B, there were no holders of Class A-1 4.978% Asset Backed Notes, 4 holders of Class A-2 5.114% Asset Backed Notes, 26 holders of Class A-3 5.47% Asset Backed Notes, 65 holders of Class A-4 5.80% Asset Backed Notes, 4 holders of Class B 6.16% Asset Backed Notes and 10 holders of Class C 6.65% Asset Backed Certificates as of January 13, 2000. There is no established public trading market for the Notes or Certificates. For Ford Credit Auto Owner Trust 1999-C, there were no holders of Class A-1 5.149% Asset Backed Notes, 3 holders of Class A-2 5.351% Asset Backed Notes, 24 holders of Class A-3 5.77% Asset Backed Notes, 40 holders of Class A-4 6.08% Asset Backed Notes, 29 holders of Class B 6.42% Asset Backed Notes and 4 holders of Class C 6.75% Asset Backed Certificates as of January 13, 2000. There is no established public trading market for the Notes or Certificates. For Ford Credit Auto Owner Trust 1999-D, there were no holders of Class A-1 5.411% Asset Backed Notes, 4 holders of Class A-2 5.816% Asset Backed Notes, 28 holders of Class A-3 6.20% Asset Backed Notes, 29 holders of Class A-4 6.40% Asset Backed Notes, 48 holders of Class A-5 6.52% Asset Backed Notes, 5 holders of Class B 6.87% Asset Backed Notes and 1 holder of Class C 7.21% Asset Backed Certificates as of January 13, 2000. There is no established public trading market for the Notes or Certificates. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Nothing to report. PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-A (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 5.31% Asset Boston Safe Deposit and $ 63,230 12.8% Backed Notes Trust Company Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.31% Asset Chase Manhattan Bank $249,050 50.3% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 5.31% Asset Citibank, NA $ 57,620 11.6% Backed Notes P. O. Box 30576 Class A-3 Tampa, FL 33630 5.31% Asset State Street Bank and $ 36,955 7.5% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 5.31% Asset Boston Safe Deposit and $ 83,900 26.7% Backed Notes Trust Company Class A-4 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.31% Asset Chase Manhattan Bank $ 68,265 21.8% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 5.31% Asset Citibank, NA $ 16,535 5.3% Backed Notes P. O. Box 30576 Class A-4 Tampa, FL 33630 5.31% Asset State Street Bank and $ 56,182 17.9% Backed Notes Trust Company Class A-4 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 5.79% Asset Bank of New York (The) $ 43,385 63.2% Backed Notes 925 Patterson Plank Road Class B Secaucus, NJ 07094 5.79% Asset Citibank, NA $ 12,695 18.5% Backed Notes P. O. Box 30576 Class B Tampa, FL 33630 6.52% Asset Hare & Co $ 15,000 38.0% Backed c/o The Bank of New York Certificates P.O. Box 11203 Class C New York, NY 10286 6.52% Asset Salkeld & Co $ 24,254 62.0% Backed c/o Bankers Trust Co Certificates P.O. Box 704 Class C Church Street Station New York, NY 10008 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-B (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 5.114% Asset State Street Bank and $274,000 78.3% Backed Notes Trust Company Class A-2 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 5.114% Asset Union Bank of $ 50,000 14.3% Backed Notes California, N.A. Class A-2 P.O. Box 109 San Diego, CA 92112-4103 5.47% Asset Bank of New York (The) $ 96,275 9.3% Backed Notes 925 Patterson Plank Road Class A-3 Secaucus, NJ 07094 5.47% Asset Boston Safe Deposit and $144,405 13.9% Backed Notes Trust Company Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.47% Asset Chase Manhattan Bank $173,910 17.3% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 5.47% Asset Citibank, N.A. $ 91,995 8.8% Backed Notes P. O. Box 30576 Class A-3 Tampa, FL 33630 5.47% Asset Investors Bank and Trust $ 67,500 6.5% Backed Notes M. F. Custody Class A-3 200 Clarendon Street 15th Floor, Hancock Tower Boston, MA 02116 5.47% Asset State Street Bank and $349,675 33.6% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-B (CONT) (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner** (in thousands) of Class - ---------------------------------------------------------------------- 5.80% Asset ABN AMRO Incorporated $ 32,000 5.2% Backed Notes 181 W. Madison Class A-4 Chicago, IL 60603 5.80% Asset Bank of New York (The) $ 48,726 8.0% Backed Notes 925 Patterson Plank Road Class A-4 Secaucus, NJ 07094 5.80% Asset Bankers Trust Company $ 49,222 8.0% Backed Notes c/o BT Services Tennesse Inc. Class A-4 648 Grassmere Park Drive Nashville, TN 37211 5.80% Asset Boston Safe Deposit and $ 70,383 11.5% Backed Notes Trust Company Class A-4 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.80% Asset Chase Manhattan Bank $124,765 20.4% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 5.80% Asset Citibank, NA $ 50,202 8.2% Backed Notes P. O. Box 30576 Class A-4 Tampa, FL 33630 5.80% Asset Northern Trust Company $ 45,955 7.5% Backed Notes 801 S. Canal C-IN Class A-4 Chicago, IL 60607 5.80% Asset State Street Bank and $ 63,032 10.3% Backed Notes Trust Company Class A-4 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 6.16% Asset Bank of New York (The) $ 26,000 23.6% Backed Notes 925 Patterson Plank Road Class B Secaucus, NJ 07094 6.16% Asset Bankers Trust Company $ 30,700 27.9% Backed Notes c/o BT Services Tennessee Inc. Class B 648 Grassmere Park Drive Nashville, TN 37211 6.16% Asset Chase Manhattan Bank $ 45,000 40.8% Backed Notes 4 New York Plaza Class B 13th Floor New York, NY 10004 6.16% Asset FUNB - Philadelphia Main $ 8,500 7.7% Backed Notes 123 South Broad Street Class B Philadelphia, PA 19109 6.65% Asset Auer & Co $ 5,000 7.9% Backed c/o Bankers Trust Co Certificates Church Street Station Class C P.O. Box 704 New York, NY 10008 6.65% Asset Gerlack & Co $ 5,000 7.9% Backed c/o Citibank NA Certificates Concentration A/C#36112805 Class C Philadelphia, PA 19170-7057 6.65% Asset Hare & Co $ 22,375 35.5% Backed c/o The Bank of New York Certificates P.O. Box 11203 Class C New York, NY 10286 6.65% Asset Prudential Securities Inc $ 7,000 11.1% Backed One New York Plaza Certificates New York, NY 10292-2009 Class C 6.65% Asset Strafe & Co $ 9,900 15.7% Backed 1900 Polaris Pkwy Certificates Fourth Floor Class C Columbus, OH 43240 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-C (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 5.351% Asset State Street Bank and $578,000 98.3% Backed Notes Trust Company Class A-2 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 5.77% Asset Boston Safe Deposit and $173,675 17.5% Backed Notes Trust Company Class A-3 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.77% Asset Chase Manhattan Bank $407,230 41.1% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 5.77% Asset Citibank, NA $ 51,595 5.2% Backed Notes P. O. Box 30576 Class A-3 Tampa, FL 33630 5.77% Asset State Street Bank and $148,125 15.0% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 6.08% Asset Bank of New York (The) $ 39,239 6.2% Backed Notes 925 Patterson Plank Road Class A-4 Secaucus, NJ 07094 6.08% Asset Bankers Trust Company $ 45,172 7.2% Backed Notes c/o BT Services Tennessee Inc. Class A-4 648 Grassmere Park Drive Nashville, TN 37211 6.08% Asset Boston Safe Deposit and $157,200 25.1% Backed Notes Trust Company Class A-4 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 6.08% Asset Chase Manhattan Bank $111,600 17.8% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 6.08% Asset PNC Bank, N.A. $ 33,025 5.3% Backed Notes 1600 Market Street Class A-4 29th Floor Philadelphia, PA 19103 6.08% Asset State Street Bank and $ 84,950 13.5% Backed Notes Trust Company Class A-4 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-C (CONT) (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 6.42% Asset Bank of New York (The) $ 32,910 30.1% Backed Notes 925 Patterson Plank Road Class B Secaucus, NJ 07094 6.42% Asset Bankers Trust Company $ 5,475 5.0% Backed Notes c/o BT Services Tennessee Inc. Class B 648 Grassmere Park Drive Nashville, TN 37211 6.42% Asset Boston Safe Deposit and $ 14,725 13.4% Backed Notes Trust Company Class B c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 6.42% Asset Comerica Bank $ 15,000 13.7% Backed Notes Cap. Chg Class B Proxy 7CBB MC 3530 Detroit, MI 48275-3530 6.42% Asset Norwest Bank Minnesota, $ 20,000 18.3% Backed Notes N.A. Class B 733 Marquette Avenue Minneapolis, MN 55479-0056 6.42% Asset State Street Bank and $ 6,407 5.8% Backed Notes Trust Company Class B Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 6.75% Asset Allstate Life Insur. Co. $ 10,000 16.0% Backed Investment Operations Certificates 3075 Sanders Road, Ste G4A Class C Northbrook, IL 60062-7127 6.75% Asset Citibank Federal Saving $ 10,000 16.0% Backed Bank as Collection Agent Certificates & Trustee USTA Dated 7/1/93 Class C Northbrook Life Insurance Co. as Secured Party and Beneficiary 3075 Sanders Road, Ste G4A Northbrook, IL 60062 6.75% Asset Hare & Co $ 22,546 36.0% Backed c/o The Bank of New York Certificates P.O. Box 11203 Class C New York, NY 10286 6.75% Asset Hurley & Co $ 20,000 32.0% Backed c/o Citicorp N.A. Certificates IC&D Lockbox Class C P.O. Box 7247-7057 Philadelphia, PA 19170-7057 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-D (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 5.816% Asset Chase Bank of Texas, N.A. $ 25,000 5.6% Backed Notes P.O. Box 2558 Class A-2 Houston, TX 77252-8009 5.816% Asset State Street Bank and $389,000 86.6% Backed Notes Trust Company Class A-2 Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631 6.20% Asset Barclays Global Investors, $132,000 9.6% Backed Notes N.A. Class A-3 45 Fremont Street 33rd Floor San Francisco, CA 94105 6.20% Asset Boston Safe Deposit & $104,375 7.6% Backed Notes Trust Co. Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 6.20% Asset Chase Manhattan Bank $444,485 32.4% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 6.20% Asset Citibank, NA $101,750 7.4% Backed Notes P. O. Box 30576 Class A-3 Tampa, FL 33630-3576 6.20% Asset Investors Bank and Trust $ 85,180 6.2% Backed Notes M. F. Custody Class A-3 200 Clarendon Street 15th Floor, Hancock Tower Boston, MA 02116 6.20% Asset State Street Bank and $341,715 24.9% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-D (CONT) (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 6.40% Asset Bank of New York (The) $ 41,885 10.5% Backed Notes 925 Patterson Plank Road Class A-4 Secaucus, NJ 07094 6.40% Asset Boston Safe Deposit and $ 70,275 17.6% Backed Notes Trust Company Class A-4 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 6.40% Asset Chase Manhattan Bank (The) $ 68,490 17.1% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 6.40% Asset Northern Trust Company $ 23,345 5.8% Backed Notes (The) Class A-4 801 S. Canal C-IN Chicago, IL 60607 6.40% Asset SSB - Trust Company $ 27,000 6.7% Backed Notes 225 Franklin Street Class A-4 M4 Boston, MA 02110 6.40% Asset State Street Bank and $ 74,065 18.5% Backed Notes Trust Company Class A-4 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 6.52% Asset Bank of New York (The) $122,393 20.8% Backed Notes 925 Patterson Plank Road Class A-5 Secaucus, NJ 07094 6.52% Asset Bankers Trust Company $ 84,210 14.3% Backed Notes c/o BT Services Tennessee Inc. Class A-5 648 Grassmere Park Drive Nashville, TN 37211 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-D (CONT) (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 6.52% Asset Boston Safe Deposit and $129,878 22.1% Backed Notes Trust Company Class A-5 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 6.52% Asset Chase Manhattan Bank (The) $ 29,885 5.1% Backed Notes 4 New York Plaza Class A-5 13th Floor New York, NY 10004 6.52% Asset Northern Trust Company $ 31,646 5.4% Backed Notes (The) Class A-5 801 S. Canal C-IN Chicago, IL 60607 6.52% Asset State Street Bank and $ 40,045 6.8% Backed Notes Trust Company Class A-5 Global Corp Action Dept JAB5NW 1776 Heritage Drive Boston, MA 02171 6.87% Asset Bank of New York (The) $ 53,700 49.0% Backed Notes 925 Patterson Plank Road Class B Secaucus, NJ 07094 6.87% Asset Bankers Trust Company $ 5,500 5.0% Backed Notes c/o BT Services Tennessee Inc. Class B 648 Grassmere Park Drive Nashville, TN 37211 6.87% Asset Boston Safe Deposit and $ 10,000 9.1% Backed Notes Trust Company Class B c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 6.87% Asset Chase Manhattan Bank (The) $ 35,700 32.6% Backed Notes 4 New York Plaza Class B 13th Floor New York, NY 10004 7.21% Asset Hare & Co $ 62,650 100.0% Backed c/o The Bank of New York Certificates P.O. Box 11203 Class C New York, NY 10286 *As of January 13, 2000 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUSTS 1999-A, 1999-B, 1999-C AND 1999-D. (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. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-A. Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of January 1, 1999 to Ford Credit Auto between Ford Credit Auto Owner Owner Trust 1999-A Trust 1999-A (the "Trust") and Current Report on Form The Chase Manhattan Bank, as 8-K dated January 21, ("Indenture Trustee") 1999 and incorporated herein by reference. Exhibit 4.2 Conformed copy of Amended Filed as Exhibit 4.2 and Restated Trust Agreement to Ford Credit Auto between the Limited Partnership, Owner Trust 1999-A The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and 8-K dated January 21, The Bank of New York 1999 and incorporated ("Owner Trustee"). herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended January 31, 1999. Trust 1999-A Current Report on Form 8-K dated January 31, 1999 and incorporated herein by reference. Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended February 28, 1999. Trust 1999-A Current Report on Form 8-K dated February 28, 1999 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended March 31, 1999. Trust 1999-A Current Report on Form 8-K dated March 31, 1999 and incorporated herein by reference. Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended April 30, 1999. Trust 1999-A Current Report on Form 8-K dated April 30, 1999 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended May 31, 1999. Trust 1999-A Current Report on Form 8-K dated May 31, 1999 and incorporated herein by reference. Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended June 30, 1999. Trust 1999-A Current Report on Form 8-K dated June 30, 1999 and incorporated herein by reference. Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1999. Trust 1999-A Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1999. Trust 1999-A Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-A Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-A Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-A Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-A Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.13 Prospectus dated January 11, 1999 Filed with the Commission and Prospectus Supplement pursuant to Rule 424(b)(2) dated January 13, 1999 relating on January 14, 1999 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 Class C Asset Backed Certificates. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto January 1, 1999 among the Owner Trust 1999-A Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated January 21, 1999 and incorporated herein by reference. Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of January 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-A administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated January 21, 1999 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 January 1, 1999 between Ford Owner Trust 1999-A Credit and the Limited Current Report on Form Partnership. 8-K dated January 21, 1999 and incorporated herein by reference. Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables. (b) Reports on Form 8-K Date of Report Item October 31, 1999 Item 5 - Other Events November 30, 1999 Item 5 - Other Events December 31, 1999 Item 5 - Other Events EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-B. (a)3. Exhibits Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 4.3 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of May 1, 1999 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1999-B 1999-B (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated May 26, ("Indenture Trustee") 1999 and incorporated herein by reference. Exhibit 4.4 Conformed copy of Amended Filed as Exhibit 4.2 and Restated Trust Agreement to Ford Credit Auto between the Limited Partnership, Owner Trust 1999-B The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and 8-K dated May 26, The Bank of New York 1999 and incorporated ("Owner Trustee"). herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended May 31, 1999. Trust 1999-B Current Report on Form 8-K dated May 31, 1999 and incorporated herein by reference. Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended June 30, 1999. Trust 1999-B Current Report on Form 8-K dated June 30, 1999 and incorporated herein by reference. Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1999. Trust 1999-B Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1999. Trust 1999-B Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-B Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.19 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-B Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-B Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.21 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-B Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.22 Prospectus and Prospectus Filed with the Commission Supplement dated May 19, 1999 pursuant to Rule 424(b)(2) relating to the issuance of on May 24, 1999 and the Class A-1, Class A-2, incorporated herein Class A-3,Class A-4, Class B by reference. Notes and the Class C Asset Backed Certificates. Exhibit 99.5 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto May 1, 1999 among the, Owner Trust 1999-B Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated May 26, 1999 and incorporated herein by reference. Exhibit 99.6 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of May 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-B administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated May 26, 1999 and incorporated herein by reference. Exhibit 99.7 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto May 1, 1999 between Ford Owner Trust 1999-B Credit and the Limited Current Report on Form Partnership. 8-K dated May 26, 1999 and incorporated ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 99.8 Selected Information Filed with this report. Relating to the Receivables. (b) Reports on Form 8-K Date of Report Item October 31, 1999 Item 5 - Other Events November 30, 1999 Item 5 - Other Events December 31, 1999 Item 5 - Other Events EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-C. (a)3. Exhibits Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 4.5 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of July 1, 1999 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1999-C 1999-C (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated July 29, 1999 ("Indenture Trustee"). and incorporated herein by reference. Exhibit 4.6 Conformed copy of Amended and Filed as Exhibit 4.2 Restated Trust Agreement between to Ford Credit Auto the Limited Partnership, Owner Trust 1999-C The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and The 8-K dated July 29, Bank of New York ("Owner 1999 and incorporated Trustee"). herein by reference. Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1999. Trust 1999-C Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1999. Trust 1999-C Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.25 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-C Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-C Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-C Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.28 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-C Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.29 Prospectus dated May 19, 1999 Filed with the Commission and Prospectus Supplement dated pursuant to Rule 424(b)(2) July 20, 1999 relating on July 22, 1999 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 Clas C Asset Backed Certificates. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 99.9 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto July 1, 1999 among the, Owner Trust 1999-C Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated July 29, 1999 and incorporated herein by reference. Exhibit 99.10 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of July 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-C administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated July 29, 1999 and incorporated herein by reference. Exhibit 99.11 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto July 1, 1999 between Ford Owner Trust 1999-C Credit and the Limited Current Report on Form Partnership. 8-K dated July 29, 1999 and incorporated herein by reference. Exhibit 99.12 Selected Information Filed with this report. Relating to the Receivables. (b) Reports on Form 8-K Date of Report Item October 31, 1999 Item 5 - Other Events November 30, 1999 Item 5 - Other Events December 31, 1999 Item 5 - Other Events ITEM 14. (Continued) EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-D. (a)3. Exhibits Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 4.7 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of September 1, 1999 to Ford Credit Auto between Ford Credit Auto Owner Owner Trust 1999-D Trust 1999-D (the "Trust") Current Report on Form and The Chase Manhattan Bank 8-K dated September 23, ("Indenture Trustee"). 1999 and incorporated herein by reference. Exhibit 4.8 Conformed copy of Amended and Filed as Exhibit 4.2 Restated Trust Agreement between to Ford Credit Auto the Limited Partnership, The Owner Trust 1999-D Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and The 8-K dated September 23, Bank of New York ("Owner 1999 and incorporated Trustee"). herein by reference. Exhibit 19.30 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-D Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.31 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-D Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.32 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-D Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.33 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-D Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.34 Prospectus and Prospectus Filed with the Commission Supplement, each dated September pursuant to Rule 424(b)(2) 17, 1999 relating on September 21, 1999 and to the issuance of the Class incorporated herein A-1, Class A-2, Class A-3, by reference. Class A-4, Class A-5, Class B Notes and the Class C Asset Backed Certificates. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 99.13 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto September 1, 1999 among the, Owner Trust 1999-D Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated September 23, 1999 and incorporated herein by reference. Exhibit 99.14 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of September 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-D administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated September 23, 1999 and incorporated herein by reference. Exhibit 99.15 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto September 1, 1999 between Ford Owner Trust 1999-D Credit and the Limited Current Report on Form Partnership. 8-K dated September 23, 1999 and incorporated herein by reference. Exhibit 99.16 Selected Information Filed with this report. Relating to the Receivables. (b) Reports on Form 8-K Date of Report Item October 31, 1999 Item 5 - Other Events November 30, 1999 Item 5 - Other Events December 31, 1999 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: February 24, 2000 By:/s/R. P. Conrad --------------------------------- Assistant Secretary EXHIBIT INDEX FORD CREDIT AUTO OWNER TRUSTS 1999-A, 1999-B, 1999-C AND 1999-D Exhibit Number Description of Exhibit 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. FORD CREDIT AUTO OWNER TRUST 1999-A Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of January 1, 1999 to Ford Credit Auto between Ford Credit Auto Owner Owner Trust 1999-A Trust 1999-A (the "Trust") and Current Report on Form The Chase Manhattan Bank, as 8-K dated January 21, ("Indenture Trustee") 1999 and incorporated herein by reference. Exhibit 4.2 Conformed copy of Amended Filed as Exhibit 4.2 and Restated Trust Agreement to Ford Credit Auto between the Limited Partnership, Owner Trust 1999-A The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and 8-K dated January 21, The Bank of New York 1999 and incorporated ("Owner Trustee"). herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended January 31, 1999. Trust 1999-A Current Report on Form 8-K dated January 31, 1999 and incorporated herein by reference. Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended February 28, 1999. Trust 1999-A Current Report on Form 8-K dated February 28, 1999 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended March 31, 1999. Trust 1999-A Current Report on Form 8-K dated March 31, 1999 and incorporated herein by reference. Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended April 30, 1999. Trust 1999-A Current Report on Form 8-K dated April 30, 1999 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended May 31, 1999. Trust 1999-A Current Report on Form 8-K dated May 31, 1999 and incorporated herein by reference. Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended June 30, 1999. Trust 1999-A Current Report on Form 8-K dated June 30, 1999 and incorporated herein by reference. Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1999. Trust 1999-A Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1999. Trust 1999-A Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-A Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-A Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-A Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-A Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.13 Prospectus dated January 11, 1999 Filed with the Commission and Prospectus Supplement pursuant to Rule 424(b)(2) dated January 13, 1999 relating on January 14, 1999 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 Class C Asset Backed Certificates. xhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto January 1, 1999 among the Owner Trust 1999-A Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated January 21, 1999 and incorporated herein by reference. Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of January 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-A administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated January 21, 1999 and incorporated herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto January 1, 1999 between Ford Owner Trust 1999-A Credit and the Limited Current Report on Form Partnership. 8-K dated January 21, 1999 and incorporated herein by reference. Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables. FORD CREDIT AUTO OWNER TRUST 1999-B Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 4.3 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of May 1, 1999 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1999-B 1999-B (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated May 26, ("Indenture Trustee") 1999 and incorporated herein by reference. Exhibit 4.4 Conformed copy of Amended Filed as Exhibit 4.2 and Restated Trust Agreement to Ford Credit Auto between the Limited Partnership, Owner Trust 1999-B The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and 8-K dated May 26, The Bank of New York 1999 and incorporated ("Owner Trustee"). herein by reference. Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended May 31, 1999. Trust 1999-B Current Report on Form 8-K dated May 31, 1999 and incorporated herein by reference. Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended June 30, 1999. Trust 1999-B Current Report on Form 8-K dated June 30, 1999 and incorporated herein by reference. Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1999. Trust 1999-B Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1999. Trust 1999-B Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-B Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.19 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-B Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. EExhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-B Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.21 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-B Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.22 Prospectus and Prospectus Filed with the Commission Supplement dated May 19, 1999 pursuant to Rule 424(b)(2) relating to the issuance of on May 24, 1999 and the Class A-1, Class A-2, incorporated herein Class A-3,Class A-4, Class B by reference. Notes and the Class C Asset Backed Certificates. Exhibit 99.5 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto May 1, 1999 among the, Owner Trust 1999-B Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated May 26, 1999 and incorporated herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 99.6 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of May 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-B administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated May 26, 1999 and incorporated herein by reference. Exhibit 99.7 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto May 1, 1999 between Ford Owner Trust 1999-B Credit and the Limited Current Report on Form Partnership. 8-K dated May 26, 1999 and incorporated herein by reference. Exhibit 99.8 Selected Information Filed with this report. Relating to the Receivables. FORD CREDIT AUTO OWNER TRUST 1999-C Exhibit Number Description of Exhibit Method of Filing - ------- ---------------------- ---------------- Exhibit 4.5 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of July 1, 1999 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1999-C 1999-C (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated July 29, 1999 ("Indenture Trustee"). and incorporated herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 4.6 Conformed copy of Amended and Filed as Exhibit 4.2 Restated Trust Agreement between to Ford Credit Auto the Limited Partnership, Owner Trust 1999-C The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and The 8-K dated July 29, Bank of New York ("Owner 1999 and incorporated Trustee"). herein by reference. Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1999. Trust 1999-C Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1999. Trust 1999-C Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. Exhibit 19.25 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-C Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-C Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-C Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.28 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-C Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.29 Prospectus dated May 19, 1999 Filed with the Commission and Prospectus Supplement dated pursuant to Rule 424(b)(2) July 20, 1999 relating on July 22, 1999 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 Clas C Asset Backed Certificates. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 99.9 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto July 1, 1999 among the, Owner Trust 1999-C Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated July 29, 1999 and incorporated herein by reference. Exhibit 99.10 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of July 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-C administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated July 29, 1999 and incorporated herein by reference. Exhibit 99.11 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto July 1, 1999 between Ford Owner Trust 1999-C Credit and the Limited Current Report on Form Partnership. 8-K dated July 29, 1999 and incorporated herein by reference. Exhibit 99.12 Selected Information Filed with this report. Relating to the Receivables. FORD CREDIT AUTO OWNER TRUST 1999-D Exhibit Number Description of Exhibit Method of Filing - ----------- ---------------------- ---------------- Exhibit 4.7 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of September 1, 1999 to Ford Credit Auto between Ford Credit Auto Owner Owner Trust 1999-D Trust 1999-D (the "Trust") Current Report on Form and The Chase Manhattan Bank 8-K dated September 23, ("Indenture Trustee"). 1999 and incorporated herein by reference. Exhibit 4.8 Conformed copy of Amended and Filed as Exhibit 4.2 Restated Trust Agreement between to Ford Credit Auto the Limited Partnership, The Owner Trust 1999-D Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and The 8-K dated September 23, Bank of New York ("Owner 1999 and incorporated Trustee"). herein by reference. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 19.30 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1999. Trust 1999-D Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.31 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1999. Trust 1999-D Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.32 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1999. Trust 1999-D Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.33 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1999. Trust 1999-D Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 19.34 Prospectus and Prospectus Filed with the Commission Supplement, each dated September pursuant to Rule 424(b)(2) 17, 1999 relating on September 21, 1999 and to the issuance of the Class incorporated herein A-1, Class A-2, Class A-3, by reference. Class A-4, Class A-5, Class B Notes and the Class C Asset Backed Certificates. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 99.13 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto September 1, 1999 among the, Owner Trust 1999-D Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated September 23, 1999 and incorporated herein by reference. Exhibit 99.14 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of September 1, to Ford Credit Auto 1999 among Ford Credit, as Owner Trust 1999-D administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated September 23, 1999 and incorporated herein by reference. Exhibit 99.15 Conformed copy of Purchase Filed as Exhibit 99.3 Agreement dated as of to Ford Credit Auto September 1, 1999 between Ford Owner Trust 1999-D Credit and the Limited Current Report on Form Partnership. 8-K dated September 23, 1999 and incorporated herein by reference. Exhibit 99.16 Selected Information Filed with this report. Relating to the Receivables. EX-99 2 Exhibit 99.4 Selected Information Ford Credit Auto Owner Trust 1999-A through December 31, 1999 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C 5.010% 5.089% 5.31% 5.31% 5.79% 6.52% Asset Asset Asset Asset Asset Certificates Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ ----------- Principal Paid $250,000,000.00 $296,000,000.00 $225,303,334.93 $ 0.00 $ 0.00 $ 0.00 Interest Paid $ 2,265,866.32 $ 7,660,424.06 $ 24,274,167.75 $ 16,383,343.96 $ 3,911,149.77 $ 2,516,704.82 - --------------- Total Servicing Fees Paid: $ 16,560,253.52
EX-99 3 Exhibit 99.8 Selected Information Ford Credit Auto Owner Trust 1999-B through December 31, 1999 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C 4.978% 5.114% 5.47% 5.80% 6.16% 6.65% Asset Asset Asset Asset Asset Certificates Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ ------------- Principal Paid $476,000,000.00 $350,000,000.00 $ 48,775,108.28 $ 0.00 $ 0.00 $ 0.00 Interest Paid $ 4,592,476.88 $ 9,129,735.92 $ 36,152,293.59 $ 22,529,592.50 $ 4,318,125.75 $ 2,663,929.98 - --------------- Total Servicing Fees Paid: $ 19,454,228.54
EX-99 4 Exhibit 99.12 Selected Information Ford Credit Auto Owner Trust 1999-C through December 31, 1999 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C 5.149% 5.351% 5.77% 6.08% 6.42% 6.75% Asset Asset Asset Asset Asset Certificates Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ ------------- Principal Paid $250,000,000.00 $396,915,716.84 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Interest Paid $ 1,331,960.81 $ 12,378,130.81 $ 26,340,050.00 $ 17,588,554.35 $ 3,240,292.06 $ 1,946,744.25 - --------------- Total Servicing Fees Paid: $ 15,159,913.66
EX-99 5 Exhibit 99.16 Selected Information Ford Credit Auto Owner Trust 1999-D through December 31, 1999 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B Class C 5.411% 5.816% 6.20% 6.40% 6.52% 6.87% 7.21% Asset Asset Asset Asset Asset Asset Certificates Backed Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ ------------- ------------- Principal Paid $153,000,000.00 $255,521,191.47 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Interest Paid $ 734,929.43 $ 7,367,183.22 $ 26,425,777.77 $ 7,964,444.43 $ 11,931,087.09 $ 2,343,372.27 $ 1,405,309.10 - --------------- Total Servicing Fees Paid: $ 10,499,198.41
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