10-K 1 aaot10k01.txt 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, 2001 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 2001-A (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 2001-A see (i) the Prospectus and Prospectus Supplement dated January 12, 2001, and January 18, 2001, 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. ITEM 2. PROPERTIES For a discussion of the properties for the Ford Credit Auto Owner Trust 2001-A see (i) the Prospectus and Prospectus Supplement dated January 12, 2001 and January 18, 2001, 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. 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 2001-A, there were 19 holders of Class A-3 5.35% Asset Backed Notes, 14 holders of Class A-4 Floating Rate Asset Backed Notes, 11 holders of Class A-5 Floating Rate Asset Backed Notes and 15 holders of Class B 5.96% Asset Backed Notes as of January 24, 2002. There is no established public trading market for the Notes. 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 2001-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 ---------------------------------------------------------------------- 5.35% Asset Bank of New York (The) $153,380 13.0% Backed Notes 925 Patterson Plank Road Class A-3 Secaucus, NJ 07094 5.35% Asset Barclays Global $249,000 21.0% Backed Notes Investors, N.A./ Class A-3 Investors Bank & Trust 980 9th Street 6th Floor Sacramento, CA 95814 5.35% Asset JPMorgan Chase Bank $117,765 10.0% Backed Notes c/o JP Morgan Investor Class A-3 Services 14201 Dallas Pkwy, 12 Floor Mail Code 121 Dallas, TX 75240 5.35% Asset State Street Bank and $584,475 49.1% Backed Notes Trust Company Class A-3 1776 Heritage Drive Global Corp Action Unit JAB 5NW No. Quincy, MA 02171 Floating Rate Bank of New York (The) $217,500 27.2% Asset Backed 925 Patterson Plank Road Notes Secaucus, NJ 07094 Class A-4 Floating Rate Boston Safe Deposit and $182,150 22.8% Asset Backed Trust Company Notes c/o Mellon Bank N.A. Class A-4 525 William Penn Way #3631 Pittsburgh, PA 15259 Floating Rate State Street Bank and $285,200 35.7% Asset Backed Trust Company Notes 1776 Heritage Drive Class A-4 Global Corp Action Unit JAB 5NW No. Quincy, MA 02171 Floating Rate Bankers Trust Company $ 47,285 13.1% Asset Backed 648 Grassmere Park Road Notes Nashville, TN 37211 Class A-5 Floating Rate Boston Safe Deposit and $ 48,780 13.6% Asset Backed Trust Company Notes c/o Mellon Bank N.A. Class A-5 525 William Penn Way #3631 Pittsburgh, PA 15259 Floating Rate Deutsche Bank A.G., $ 43,000 12.0% Asset Backed New York Branch Notes 34 Exchange Pl Class A-5 Jersey City, NJ 07311 Floating Rate Merrill Lynch, Pierce, $ 55,000 15.3% Asset Backed Fenner & Smith Safekeeping Notes 4 Corporate Place Class A-5 Piscataway, NJ 08854 Floating Rate State Street Bank and $131,890 36.7% Asset Backed Trust Company Notes 1776 Heritage Drive Class A-5 Global Corp Action Unit JAB 5NW No. Quincy, MA 02171 5.96% Asset Bank of New York (The) $ 10,325 9.5% Backed Notes 925 Patterson Plank Road Class B Secaucus, NJ 07094 5.96% Asset Bankers Trust Company $ 68,695 63.2% Backed Notes 648 Grassmere Park Road Class B Nashville, TN 37211 5.96% Asset State Street Bank and $ 7,000 6.4% Backed Notes Trust Company Class B 1776 Heritage Drive Global Corp Action Unit JAB 5NW No. Quincy, MA 02171 *As of January 24, 2002 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 2001-A (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 2001-A. Designation Description Method of Filing ----------- ----------- ---------------- Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of January 1, 2001 to Ford Credit Auto between Ford Credit Auto Owner Owner Trust 2001-A Trust 2001-A (the "Trust") and Current Report on Form JPMorgan Chase Bank, as 8-K dated January 1, ("Indenture Trustee") 2001 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 2001-A The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and 8-K dated January 1, The Bank of New York 2001 and incorporated ("Owner Trustee"). herein by reference. Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended January 31, 2001. Trust 2001-A Current Report on Form 8-K dated January 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated February 28, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated March 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated April 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated May 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated June 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated July 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated August 31, 2001 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 2001. Trust 2001-A Current Report on Form 8-K dated September 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated October 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated November 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated December 31, 2001 and incorporated herein by reference. Exhibit 19.13 Prospectus dated January 12, 2001 Filed with the Commission and Prospectus Supplement pursuant to Rule 424(b)(2) dated January 18, 2001 relating on January 22, 2001 and to the issuance of the Class A-3, incorporated herein Class A-4, Class A-5 and Class B by reference. Notes. 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, 2001 among the Owner Trust 2001-A Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated January 1, 2001 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 2001 among Ford Credit, as Owner Trust 2001-A administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated January 1, 2001 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, 2001 between Ford Owner Trust 2001-A Credit and the Limited Current Report on Form Partnership. 8-K dated January 1, 2001 and incorporated herein by reference. Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables included in Ford Credit Auto Owner Trust 2001-A. (b) Reports on Form 8-K (Ford Credit Auto Owner Trust 2001-A) Date of Report Item October 31, 2001 Item 5 - Other Events November 30, 2001 Item 5 - Other Events December 31, 2001 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 28, 2002 By:/s/E. E. Smith-Sulfaro --------------------------------- Assistant Secretary EXHIBIT INDEX FORD CREDIT AUTO OWNER TRUSTS 2001-A 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 2001-A Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of January 1, 2001 to Ford Credit Auto between Ford Credit Auto Owner Owner Trust 2001-A Trust 2001-A (the "Trust") and Current Report on Form JPMorgan Chase Bank, as 8-K dated January 1, ("Indenture Trustee") 2001 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 2001-A The Bank of New York (Delaware) Current Report on Form ("Delaware Trustee") and 8-K dated January 1, The Bank of New York 2001 and incorporated ("Owner Trustee"). herein by reference. Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended January 31, 2001. Trust 2001-A Current Report on Form 8-K dated January 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated February 28, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated March 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated April 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated May 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated June 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated July 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated August 31, 2001 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 2001. Trust 2001-A Current Report on Form 8-K dated September 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated October 31, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated November 30, 2001 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, 2001. Trust 2001-A Current Report on Form 8-K dated December 31, 2001 and incorporated herein by reference. Exhibit 19.13 Prospectus dated January 12, 2001 Filed with the Commission and Prospectus Supplement pursuant to Rule 424(b)(2) dated January 18, 2001 relating on January 22, 2001 and to the issuance of the Class A-3, incorporated herein Class A-4, Class A-5 and Class B by reference. Notes. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit 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, 2001 among the Owner Trust 2001-A Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated January 1, 2001 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 2001 among Ford Credit, as Owner Trust 2001-A administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated January 1, 2001 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, 2001 between Ford Owner Trust 2001-A Credit and the Limited Current Report on Form Partnership. 8-K dated January 1, 2001 and incorporated herein by reference. Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables included in Ford Credit Auto Owner Trust 2001-A.