-----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, TW16LfgBdhDAFTzDCoS1dp91MnKEtQhcV/mshxkuOC4GsISYXj6gfJIEGZuyc0yx oZgciaOPMxa2k46PcTn+HA== 0001008949-99-000013.txt : 19990402 0001008949-99-000013.hdr.sgml : 19990402 ACCESSION NUMBER: 0001008949-99-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990330 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/A SEC ACT: SEC FILE NUMBER: 333-40421 FILM NUMBER: 99579335 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/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (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 OWNER TRUST 1998-B FORD CREDIT AUTO OWNER TRUST 1998-C (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 for the Ford Credit Auto Owner Trust 1998-A 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. For a discussion of the business for the Ford Credit Auto Owner Trust 1998-B see (i) the Prospectus and Prospectus Supplement dated May 13, 1998 and May 19, 1998, respectively, filed as Exhibit 19.21 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.13 through 19.20 to this Report and incorporated herein by reference. For a discussion of the business for the Ford Credit Auto Owner Trust 1998-C see (i) the Prospectus and Prospectus Supplement dated July 16, 1998 and July 20, 1998, respectively, filed as Exhibit 19.28 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.22 through 19.27 to this Report and incorporated herein by reference. ITEM 2. PROPERTIES For a discussion of the properties for the Ford Credit Auto Owner Trust 1998-A 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. For a discussion of the properties for the Ford Credit Auto Owner Trust 1998-B see (i) the Prospectus and Prospectus Supplement dated May 13, 1998 and May 19, 1998, respectively, filed as Exhibit 19.21 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.13 through 19.20 to this Report and incorporated herein by reference. For a discussion of the properties for the Ford Credit Auto Owner Trust 1998-C see (i) the Prospectus dated July 16, 1998 and Prospectus Supplement dated July 20, 1998 filed as Exhibit 19.28 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.22 through 19.27 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 1998-A, 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, 7 holders of Class B 5.95% Asset Backed Notes as of January 26, 1999 and 3 holders of Class C 6.20% Asset Backed Certificates as of December 31, 1998. There is no established public trading market for the Notes or Certificates. For Ford Credit Auto Owner Trust 1998-B, there were no holders of Class A-1 5.615% Asset Backed Notes, 20 holders of Class A-2 5.80% Asset Backed Notes, 54 holders of Class A-3 5.85% Asset Backed Notes, 34 holders of Class A-4 5.90% Asset Backed Notes, 32 holders of Class B 6.15% Asset Backed Notes as of January 26, 1999 and 9 holders of Class C 6.40% Asset Backed Certificates as of December 31, 1998. There is no established public trading market for the Notes or Certificates. For Ford Credit Auto Owner Trust 1998-C, there were no holders of Class A-1 5.608% Asset Backed Notes, 3 holders of Class A-2 5.670% Asset Backed Notes, 14 holders of Class A-3 5.73% Asset Backed Notes, 41 holders of Class A-4 5.81% Asset Backed Notes, 25 holders of Class A-5 5.86% Asset Backed Notes, 22 holders of Class B 6.06% Asset Backed Notes as of January 26, 1999 and 4 holders of Class C 6.30% Asset Backed Certificates as of December 31, 1998. 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 1998-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 - ---------------------------------------------------------------------- 5.60% 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% Backed Notes Association Class A-2 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 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1998-A (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 - ---------------------------------------------------------------------- 5.65% 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 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 5.95% Asset Boston & Co. $ 13,000 16.1% Backed Notes New York, NY Class B 5.95% Asset Allstate Insurance Co. $ 10,000 12.4% Backed Notes New York, NY Class B 5.95% Asset Hudd & Co. $ 15,500 19.2% Backed Notes New York, NY Class B 5.95% Asset Hare & Co. $ 15,000 18.6% Backed Notes New York, NY Class B 5.95% Asset Allstate Insurance Co. $ 10,000 12.4 Backed Notes New York, NY Class B 5.95% Asset Mac & Co. $ 15,000 18.6% Backed Notes New York, NY Class B 6.20% Asset Brown Brothers Harriman** $ 3,850 8.4% Backed Certifi- & Co. cates Class C New York, NY 6.20% Asset M Gardiner & Co.** $ 28,400 61.7% Backed Certifi- New York, NY cates Class C 6.20% Asset Hudd & Co.** $ 13,750 30.0% Backed Certifi- New York, NY cates Class C *As of January 26, 1999 **As of December 31, 1998 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1998-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 - ---------------------------------------------------------------------- 5.80% Asset Chase Manhattan Bank $574,000 57.4% Backed Notes 4 New York Plaza Class A-2 13th Floor New York, NY 10004 5.80% Asset Citibank, NA $160,000 16.0% Backed Notes P. O. Box 30576 Class A-2 Tampa, FL 33630 5.80% Asset State Street Bank and $ 91,850 9.2% Backed Notes Trust Company Class A-2 Global Corp Action Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631 5.85% Asset Bank of New York (The) $113,290 14.4% Backed Notes 925 Patterson Plank Road Class A-3 Secaucus, NJ 07094 5.85% Asset Bankers Trust Company $ 43,555 5.5% Backed Notes c/o BT Services Tennessee Inc. Class A-3 648 Grassmere Park Drive Nashville, TN 37211 5.85% Asset Boston Safe Deposit and $ 77,780 9.9% Backed Notes Trust Company Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.85% Asset Chase Manhattan Bank $164,110 20.9% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 5.85% Asset State Street Bank and $125,310 16.0% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631 5.90% Asset Bank of New York (The) $ 19,625 6.5% Backed Notes 925 Patterson Plank Road Class A-4 Secaucus, NJ 07094 5.90% Asset Boston Safe Deposit and $ 18,595 6.2% 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 FOR FORD CREDIT AUTO OWNER TRUST 1998-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 - ---------------------------------------------------------------------- 5.90% Asset Chase Manhattan Bank $ 76,348 25.4% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 5.90% Asset Fleet Bank of $ 19,390 6.5% Backed Notes Massachusetts, N.A. Class A-4 Fleet Services Corp 2nd Floor NYROT02B Rochester, NY 14638 5.90% Asset Prudential Securities $ 40,000 13.3% Backed Notes Custody Class A-4 c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 5.90% Asset State Street Bank and $ 68,992 23.0% Backed Notes Trust Company Class A-4 Global Corp Action Dept JAB5W P. O. Box 1631 Boston, MA 02105-16310 6.15% Asset Goldman Sachs & Co. $ 10,000 9.5% Backed Notes New York, NY Class B 6.15% Asset Goldman Sachs & Co. $ 6,000 5.7% Backed Notes New York, NY Class B 6.15% Asset Boston & Co. $ 10,000 9.5% Backed Notes New York, NY Class B 6.15% Asset Hare & Co. $ 25,000 23.8% Backed Notes New York, NY Class B 6.15% Asset Mac & Co. $ 8,000 7.6% Backed Notes New York, NY Class B 6.40% Asset Allstate Insurance $ 10,000 16.7% Backed Certifi- Company** cates Class C Northbrook, IL 6.40% Asset Hank & Co.** $ 5,000 8.3% Backed Certifi- c/o Citibank NA/Custody cates Class C Philadelphia, PA 6.40% Asset Hare & Co.** $ 10,000 16.7% Backed Certifi- c/o The Bank of New York cates Class C New York, NY March 30, 1999 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1998-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 - ---------------------------------------------------------------------- 6.40% Asset Hudd & Co.** $ 8,270 13.8% Backed Certifi- c/o The Bank of New York cates Class C New York, NY 6.40% Asset Chase Manhattan Bank** $ 16,370 27.3% Backed Certifi- c/o The Bank of New York cates Class C New York, NY *As of January 26, 1999 **As of December 31, 1998 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1998-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 - ---------------------------------------------------------------------- 5.670% Asset Bank of New York (The) $ 35,000 16.7% Backed Notes 925 Patterson Plank Road Class A-2 Secaucus, NJ 07904 5.670% Asset State Street Bank and $260,000 86.7% Backed Notes Trust Company Class A-2 Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631 5.73% Asset Bank of New York (The) $ 41,885 6.4% Backed Notes 925 Patterson Plank Road Class A-3 Secaucus, NJ 07904 5.73% Asset Boston Safe Deposit & $ 99,300 15.3% Backed Notes Trust Co. Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.73% Asset Chase Manhattan Bank $321,200 49.4% Backed Notes 4 New York Plaza Class A-3 13th Floor New York, NY 10004 5.73% Asset State Street Bank and $ 80,250 12.3% Backed Notes Trust Company Class A-3 Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1998-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 - ---------------------------------------------------------------------- 5.73% Asset Northern Trust Company $ 53,000 8.1% Backed Notes 801 S. Canal C-IN Class A-3 Chicago, IL 60607 5.81% Asset Bank of New York (The) $ 47,950 6.7% Backed Notes 925 Patterson Plank Road Class A-4 Secaucus, NJ 07094 5.81% Asset Bankers Trust Company $ 68,445 9.6% Backed Notes 648 Grassmere Park Drive Class A-4 Nashville, TN 37211 5.81% Asset Boston Safe Deposit and $ 91,150 12.8% Backed Notes Trust Company Class A-4 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 5.81% Asset Chase Manhattan Bank (The) $183,520 25.8% Backed Notes 4 New York Plaza Class A-4 13th Floor New York, NY 10004 5.81% Asset Citibank, NA $ 43,700 6.1% Backed Notes P. O. Box 30576 Class A-4 Tampa, FL 33630-3576 5.81% Asset State Street Bank and $ 60,425 8.5% Backed Notes Trust Company Class A-4 Global Corp Action Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631 5.81% Asset Wells Fargo Bank, $ 37,210 5.2% Backed Notes National Association Class A-4 26610 West Agoura Road Calabasas, CA 91307 5.86% Asset Boston Safe Deposit and $ 54,430 27.2% Backed Notes and Trust Company Class A-5 c/o Mellon Bank NA Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1998-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 - ---------------------------------------------------------------------- 5.86% Asset Citibank, NA $ 81,000 40.5% Backed Notes P. O. Box 30576 Class A-5 Tampa, FL 33630-3576 5.86% Asset State Street Bank and $ 40,162 20.1% Backed Notes Trust Company Class A-5 Global Corp Action Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631 6.30% Asset Allstate Insurance Co.** $ 20,000 43.5% Backed Certifi- New York, NY cates Class C 6.30% Asset Hare & Co** $ 5,000 10.9% Backed Certifi- New York, NY cates Class C 6.30% Asset Salomon Smith Barney** $ 5,500 11.9% Backed Certifi- New York, NY cates Class C *As of January 26, 1999 **As of December 31, 1998 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 1998-A, 1998-B AND 1998-C. (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 1998-A. Designation Description Method of Filing - ----------- ----------- ---------------- 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. 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 February 28, 1998. Trust 1998-A Current Report on Form 8-K dated February 28, 1998 and incorporated herein by reference. 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. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- 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. 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. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- 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. 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 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1998-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, 1998 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1998-B 1998-B (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated May 28, ("Indenture Trustee") 1998 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 1998-B and PNC Bank, Delaware Current Report on Form ("Owner Trustee") 8-K dated May 1, 1998 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.13 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended May 31, 1998. Trust 1998-B Current Report on Form 8-K dated May 31, 1998 and incorporated herein by reference. Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended June 30, 1998. Trust 1998-B Current Report on Form 8-K dated June 30, 1998 and incorporated herein by reference. Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1998. Trust 1998-B Current Report on Form 8-K dated July 31, 1998 and incorporated herein by reference. Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1998. Trust 1998-B Current Report on Form 8-K dated August 31, 1998 and incorporated herein by reference. Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1998. Trust 1998-B Current Report on Form 8-K dated September 30, 1998 and incorporated herein by reference. Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1998. Trust 1998-B Current Report on Form 8-K dated October 31, 1998 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.19 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1998. Trust 1998-B Current Report on Form 8-K dated November 30, 1998 and incorporated herein by reference. Exhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1998. Trust 1998-B Current Report on Form 8-K dated December 31, 1998 and incorporated herein by reference. Exhibit 19.21 Prospectus dated May 13, 1998 Filed with the Commission and Prospectus Supplement pursuant to Rule 424(b)(2) dated May 19, 1998 relating on May 21, 1998 and to the issuance of the Class incorporated herein A-1, Class A-2, Class A-3, by reference. Class A-4, Class B Notes and the Asset Backed Certificates. Exhibit 99.5 Conformed copy of Sale and Filed as Exhibit 99.1 Servicing Agreement dated as of to Ford Credit Auto May 1, 1998 among the, Owner Trust 1998-B Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated May 28, 1998 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 1998 among Ford Credit, as Owner Trust 1998-B administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated May 28, 1998 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, 1998 between Ford Owner Trust 1998-B Credit and the Limited Current Report on Form Partnership. 8-K dated May 28, 1998 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, 1998 Item 5 - Other Events November 30, 1998 Item 5 - Other Events December 31, 1998 Item 5 - Other Events EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1998-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, 1998 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1998-C 1998-C (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated July 29, 1998 ("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 1998-C and PNC Bank, Delaware Current Report on Form ("Owner Trustee"). 8-K dated July 29, 1998 and incorporated herein by reference. Exhibit 19.22 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended July 31, 1998. Trust 1998-C Current Report on Form 8-K dated July 31, 1998 and incorporated herein by reference. Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended August 31, 1998. Trust 1998-C Current Report on Form 8-K dated August 31, 1998 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended September 30, 1998. Trust 1998-C Current Report on Form 8-K dated September 30, 1998 and incorporated herein by reference. Exhibit 19.25 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended October 31, 1998. Trust 1998-C Current Report on Form 8-K dated October 31, 1998 and incorporated herein by reference. Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended November 30, 1998. Trust 1998-C Current Report on Form 8-K dated November 30, 1998 and incorporated herein by reference. Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Owner ended December 31, 1998. Trust 1998-C Current Report on Form 8-K dated December 31, 1998 and incorporated herein by reference. Exhibit 19.28 Prospectus dated July 16, 1998 Filed with the Commission and Prospectus Supplement dated pursuant to Rule 424(b)(2) July 20, 1998 relating on July 22, 1998 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 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, 1998 among the, Owner Trust 1998-C Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated July 29, 1998 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 1998 among Ford Credit, as Owner Trust 1998-C administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated July 29, 1998 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, 1998 between Ford Owner Trust 1998-C Credit and the Limited Current Report on Form Partnership. 8-K dated July 29, 1998 and incorporated herein by reference. Exhibit 99.12 Selected Information Filed with this report. Relating to the Receivables. ITEM 14. (Continued) (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 30, 1999 By:/s/R. P. Conrad --------------------------------- Assistant Secretary EXHIBIT INDEX FORD CREDIT AUTO OWNER TRUSTS 1998-A, 1998-B AND 1998-C 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 Partner. * FORD CREDIT AUTO OWNER TRUST 1998-A 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 INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- 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. 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 INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- 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 FORD CREDIT AUTO OWNER TRUST 1998-B Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 4.3 Conformed copy of Indenture * dated as of May 1, 1998 between Ford Credit Auto Owner Trust 1998-B (the "Trust") and The Chase Manhattan Bank, as successor trustee to Chemical Bank ("Indenture Trustee") Exhibit 4.4 Conformed copy of Amended and * Restated Trust Agreement between the Limited Partnership and PNC Bank, Delaware ("Owner Trustee") EXHIBIT INDEX (Continued) Exhibit 19.13 Distribution Date Statement for Collection Period ended May 31, 1998. Exhibit 19.14 Distribution Date Statement * for Collection Period ended June 30, 1998. Exhibit 19.15 Distribution Date Statement * for Collection Period ended July 31, 1998. Exhibit 19.16 Distribution Date Statement * for Collection Period ended August 31, 1998. Exhibit 19.17 Distribution Date Statement * for Collection Period ended September 30, 1998. Exhibit 19.18 Distribution Date Statement * for Collection Period ended October 31, 1998. Exhibit 19.19 Distribution Date Statement * for Collection Period ended November 30, 1998. Exhibit 19.20 Distribution Date Statement * for Collection Period ended December 31, 1998. Exhibit 19.21 Prospectus dated May 13, 1998 * and Prospectus Supplement dated May 19, 1998 relating to the issuance of the Class A-1, Class A-2, Class A-3, Class A-4 Notes, Class B Notes and Asset Backed Certificates. Exhibit 99.5 Conformed copy of Sale and * Servicing Agreement dated as of May 1, 1998 among the Limited Partnership, Ford Credit and the Trust. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 99.6 Conformed copy of Administration * Agreement dated as of May 1, 1998 among Ford Credit, as administrator, the Indenture Trustee and the Owner Trustee. Exhibit 99.7 Conformed copy of Purchase * Agreement dated as of May 1, 1998 between Ford Credit and the Limited Partnership. Exhibit 99.8 Selected Information Filed with this report. Relating to the Receivables. - ---------------- *Previously Filed FORD CREDIT AUTO OWNER TRUST 1998-C Exhibit Number Description of Exhibit Method of Filing - ------- ---------------------- ---------------- Exhibit 4.5 Conformed copy of Indenture * dated as of July 1, 1998 between Ford Credit Auto Owner Trust 1998-C (the "Trust") and The Chase Manhattan Bank, as ("Indenture Trustee"). EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 4.6 Conformed copy of Amended and * Restated Trust Agreement between the Limited Partnership and PNC Bank, Delaware ("Owner Trustee"). Exhibit 19.22 Distribution Date Statement * for Collection Period ended July 31, 1998. Exhibit 19.23 Distribution Date Statement * for Collection Period ended August 31, 1998. Exhibit 19.24 Distribution Date Statement * for Collection Period ended September 30, 1998. Exhibit 19.25 Distribution Date Statement * for Collection Period October 31, 1998. Exhibit 19.26 Distribution Date Statement * for Collection Period ended November 30, 1998. Exhibit 19.27 Distribution Date Statement * for Collection Period ended December 31, 1998. Exhibit 19.28 Prospectus dated July 16, 1998 * and Prospectus Supplement dated July 20, 1998 relating to the issuance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B Notes and the Asset Backed Certificates. EXHIBIT INDEX (Continued) Exhibit Number Description of Exhibit Method of Filing - ------- ------------------------ ---------------- Exhibit 99.9 Conformed copy of Sale and * Servicing Agreement dated as of July 1, 1998 among the, Limited Partnership, Ford Credit and the Trust. Exhibit 99.10 Conformed copy of Administration * Agreement dated as of July 1, 1998 among Ford Credit, as administrator, the Indenture Trustee and the Owner Trustee. Exhibit 99.11 Conformed copy of Purchase * Agreement dated as of July 1, 1998 between Ford Credit and the Limited Partnership. Exhibit 99.12 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
EX-99 3 Exhibit 99.8 Selected Information Ford Credit Auto Owner Trust 1998-B through December 31, 1998 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class B 5.615% 5.80% 5.85% 5.90% 6.15% Asset Asset Asset Asset Asset Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ Principal Paid $750,000,000.00 $ 18,896,379.31 $ $ $ Interest Paid $ 12,319,486.64 $ 31,738,888.87 $ 25,129,812.50 $ 9,685,833.33 $ 3,533,687.50 - --------------- Total Servicing Fees Paid: $ 15,715,110.04
EX-99 4 Exhibit 99.12 Selected Information Ford Credit Auto Owner Trust 1998-C through December 31, 1998 ----------------------------------------
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B 5.60% 5.670% 5.73% 5.810% 5.86% 6.06% Asset Asset Asset Asset Asset Asset Backed Backed Backed Backed Backed Backed Notes Notes Notes Notes Notes Notes ------------ ------------ ------------ ------------ ------------ ------------ Principal Paid $300,000,000.00 $103,645,605.72 $ $ $ $ Interest Paid $ 2,764,441.92 $ 6,443,682.80 $ 14,070,333.33 $ 15,627,608.90 $ 4,427,555.57 $ 2,106,186.67
- --------------- Total Servicing Fees Paid: $ 8,976,434.08 -----END PRIVACY-ENHANCED MESSAGE-----