-----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, CZW7kbBKOYfNoGYUzM3ViBUERbXhLG3Zxstqrrh6flNJI4GveU3g2ufpUkBgn9r2 M8qKo9Ws1x2FMgnxsGpWZA== 0001008949-99-000011.txt : 19990329 0001008949-99-000011.hdr.sgml : 19990329 ACCESSION NUMBER: 0001008949-99-000011 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990326 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: 333-40421 FILM NUMBER: 99574032 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, 1998 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 333-40421 FORD CREDIT AUTO OWNER TRUST 1998-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: 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 ------ ------ PART I. ITEM 1. BUSINESS For a discussion of the business of the Issuer see (i) the Prospectus dated February 17, 1998 filed as Exhibit 19.12 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.11 to this Report and incorporated herein by reference. ITEM 2. PROPERTIES For a discussion of the properties of the Issuer see (i) the Prospectus and Prospectus Supplement dated February 17, 1998 and February 19, 1998, respectively, filed as Exhibit 19.12 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.11 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 no holders of Class A-1 5.545% Asset Backed Notes, 14 holders of Class A-2 5.60% Asset Backed Notes, 53 holders of Class A-3 5.65% Asset Backed Notes, 6 holders of Class A-4 5.70% Asset Backed Notes, and no holders of Class B 5.95% Asset Backed Notes as of January 26, 1999. 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 (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 - ---------------------------------------------------------------------- 5.60% Asset Chase Manhattan Bank $359,000 67.1% Backed Notes 4 New York Plaza Class A-2 13th Floor New York, NY 10004 5.60% Asset Citibank, NA $ 29,000 5.4% Backed Notes P. O. Box 30576 Class A-2 Tampa, FL 33630 5.60% Asset PNC Bank, National $ 98,500 18.4% Association 1835 Market Street 11 Penn Center, 15th Fl. Philadelphia, PA 19103 5.65% Asset Bank of New York (The) $ 68,150 9.8% Backed Notes 925 Patterson Plank Road Class A-3 Secaucus, NJ 07094 5.65% Asset Bankers Trust Company $136,290 19.7% Backed Notes c/o BT Services Tennessee Inc. Class A-3 648 Grassmere Park Drive Nashville, TN 37211 5.65% Asset Boston Safe Deposit and $ 53,604 7.7% Backed Notes Trust Company Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.65% Asset Citibank, NA $ 71,000 10.3% Backed Notes P. O. Box 30576 Class A-3 Tampa, FL 33630 5.65% Asset Chase Manhattan Bank $ 65,770 9.5% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 5.65% Asset State Street Bank and $127,710 18.5% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631 5.65% Asset Northern Trust Company $ 45,515 6.6% Backed Notes 801 S. Canal C-IN Class A-3 Chicago, IL 60607 5.70% Asset Boston Safe Deposit and $ 60,000 20.0% Backed Notes Trust Company Class A-4 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (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 - ---------------------------------------------------------------------- 5.70% Asset Chase Manhattan Bank $130,000 43,3% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 5.70% Asset Citibank, N.A. $ 90,000 30.0% Backed Notes P. O. Box 30576 Class A-4 Tampa, FL 33630 *As of January 26, 1999 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. 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 February 1, 1998 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1998-A 1998-A (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated February 26, ("Indenture Trustee") 1998 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 1998-A and PNC Bank, Delaware Current Report on Form ("Owner Trustee") 8-K dated February 26, 1998 and incorporated herein by reference. Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended February 28, 1998. Trust 1998-A Current Report on Form 8-K dated February 28, 1998 and incorporated herein by reference. Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended March 31, 1998. Trust 1998-A Current Report on Form 8-K dated March 31, 1998 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended April 30, 1998. Trust 1998-A Current Report on Form 8-K dated April 30, 1998 and incorporated herein by reference. Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended May 31, 1998. Trust 1998-A Current Report on Form 8-K dated May 31, 1998 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended June 30, 1998. Trust 1998-A Current Report on Form 8-K dated June 30, 1998 and incorporated herein by reference. Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1998. Trust 1998-A Current Report on Form 8-K dated July 31, 1998 and incorporated herein by reference. Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1998. Trust 1998-A Current Report on Form 8-K dated August 31, 1998 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1998. Trust 1998-A Current Report on Form 8-K dated September 30, 1998 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1998. Trust 1998-A Current Report on Form 8-K dated October 31, 1998 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1998. Trust 1998-A Current Report on Form 8-K dated November 30, 1998 and incorporated herein by reference. Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1998. Trust 1998-A Current Report on Form 8-K dated December 31, 1998 and incorporated herein by reference. Exhibit 19.12 Prospectus dated February 17, 1998 Filed with the Commission and Prospectus Supplement pursuant to Rule 424(b)(2) dated February 19, 1998 relating on February 23, 1998 and to the issuance of the Class incorporated herein A-1, Class A-2, Class A-3, by reference. 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 February 1, 1998 among the Owner Trust 1998-A Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated February 26, 1998 and incorporated herein by reference. Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of February 1, to Ford Credit Auto 1998 among Ford Credit, as Owner Trust 1998-A administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated February 26, 1998 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 February 1, 1998 between Ford Owner Trust 1998-A Credit and the Limited Current Report on Form Partnership. 8-K dated February 26, 1998 and incorporated herein by reference. 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 October 31, 1998 Item 5 - Other Events November 30, 1998 Item 5 - Other Events December 31, 1998 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 26, 1999 By:/s/R. P. Conrad --------------------------------- Assistant Secretary 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 February 1, 1998 between Ford Credit Auto Owner Trust 1998-A (the "Trust") and The Chase Manhattan Bank, as successor trustee to Chemical Bank ("Indenture Trustee") Exhibit 4.2 Conformed copy of Amended and * Restated Trust Agreement between the Limited Partnership and PNC Bank, Delaware ("Owner Trustee") Exhibit 19.1 Distribution Date Statement for Collection Period ended February 28, 1998. Exhibit 19.2 Distribution Date Statement * for Collection Period ended March 31, 1998. Exhibit 19.3 Distribution Date Statement * for Collection Period ended April 31, 1998. Exhibit 19.4 Distribution Date Statement * for Collection Period ended May 31, 1998. Exhibit 19.5 Distribution Date Statement * for Collection Period ended June 30, 1998. Exhibit 19.6 Distribution Date Statement * for Collection Period ended July 31, 1998. Exhibit 19.7 Distribution Date Statement * for Collection Period ended August 31, 1998. Exhibit 19.8 Distribution Date Statement * for Collection Period ended September 30, 1998. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.9 Distribution Date Statement * for Collection Period ended October 31, 1998. Exhibit 19.10 Distribution Date Statement * for Collection Period ended November 30, 1998. Exhibit 19.11 Distribution Date Statement * for Collection Period ended December 31, 1998. Exhibit 19.12 Prospectus dated February 17, 1998 * and Prospectus Supplement dated February 19, 1998 relating to the issuance of the Class A-1, Class A-2, Class A-3, Class B Notes and Asset Backed Certificates. Exhibit 99.1 Conformed copy of Sale and * Servicing Agreement dated as of February 1, 1998 among the Limited Partnership, Ford Credit and the Trust. Exhibit 99.2 Conformed copy of Administration * Agreement dated as of February 1, 1998 among Ford Credit, as administrator, the Indenture Trustee and the Owner Trustee. Exhibit 99.3 Conformed copy of Purchase * Agreement dated as of February 1, 1998 between Ford Credit and the Limited Partnership. Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables. - ---------------- *Previously Filed EX-99 2 Exhibit 99.4 Selected Information Ford Credit Auto Owner Trust 1998-A through December 31, 1998 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class B 5.545% 5.60% 5.65% 5.70% 5.95% Asset Asset Asset Asset Asset Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ Principal Paid $647,000,000.00 $130,423,075.95 $ $ $ Interest Paid $ 12,335,015.84 $ 23,747,978.76 $ 31,364,327.08 $ 13,727,500.00 $ 3,845,104.83 - --------------- Total Servicing Fees Paid: $ 16,371,716.16
-----END PRIVACY-ENHANCED MESSAGE-----