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, 1996
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
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Commission file number 333-1245
FORD CREDIT AUTO OWNER TRUST 1996-B
(Ford Credit Auto Receivables Two L.P. - Originator)
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(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
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PART I.
ITEM 1. BUSINESS
For a discussion of the business of the Issuer see (i) the Prospectus
dated October 9, 1996 filed as Exhibit 19.4 to this Report and incorporated
herein by reference and (ii) the Distribution Date Statements filed as
Exhibits 19.1 through 19.3 to this Report and incorporated herein by
reference.
ITEM 2. PROPERTIES
For a discussion of the properies of the Issuer see (i) the
Prospectus dated October 9, 1996 filed as Exhibit 19.4 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.1 through 19.3 to this Report and incorporated herein by
reference
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
ITEM II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
There were 13 holders of Class A-1 5.5138% Money Market Asset Backed
Notes, 11 holders of Class A-2 5.90% Asset Backed Notes, 23 holders of Class
A-3 6.10% Asset Backed Notes, and 29 holders of Class A-4 6.30% Asset Backed
Notes as of March 4, 1997. 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.
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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
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5.5138% Money Bank of New York (The) $ 90,500 29.2%
Market Asset 925 Patterson Plank Rd.
Backed Notes Secaucus, NJ 07094
Class A-1
5.5138% Money Boston Safe Deposit & $ 16,000 5.2%
Market Asset Trust Co.
Backed Notes Three Mellon Bank Center
Class A-1 Room 153-3015
Pittsburgh, PA 15259
5.5138% Money Chase Manhattan Bank $ 50,000 16.1%
Market Asset Two Chase Manhattan Plaza
Backed Notes 5th Floor
Class A-1 New York, NY 10081
5.5138% Money SSB-Custodian $102,000 32.9%
Market Asset Global Proxy Unit, A5NW
Backed Notes P.O. Box 1631
Class A-1 Boston, MA 02105-1631
5.90% Asset Bankers Trust Company $ 40,000 13.5%
Backed Notes c/o BT Services Tennessee,
Class A-2 Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
5.90% Asset Boston Safe Deposit & $ 21,120 7.1%
Backed Notes Trust Co.
Class A-2 c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.90% Asset Chase Manhattan Bank $ 87,000 29.5%
Backed Notes Two Chase Manhattan Plaza
Class A-2 5th Floor
New York, NY 10081
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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
- ----------------------------------------------------------------------
5.90% Asset Chase Manhattan Trust $ 16,000 5.4%
Backed Notes Two Chase Manhattan Plaza
Class A-2 5th Floor
New York, NY 10081
5.90% Asset SSB-Custodian $114,900 38.9%
Backed Notes Global Proxy Unit, A5NW
Class A-2 P.O.Box 1631
Boston, MA 02105-1631
6.10% Asset Bank of New York (The) $ 17,105 6.8%
Backed Notes 925 Patterson Plank Road
Class A-3 Secaucus, NJ 07094
6.10% Asset Bankers Trust Company $ 15,680 6.2%
Backed Notes c/o BT Services Tennessee,
Class A-3 Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
6.10% Asset Boston Safe Deposit & $ 46,790 18.6%
Backed Notes Trust Co.
Class A-3 c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.10% Asset Citicorp Services, Inc. $ 15,225 6.1%
Backed Notes P.O. Box 30576
Class A-3 Tampa, FL 33630-3576
6.10% Asset First National Bank of $ 15,000 6.0%
Backed Notes Chicago
Class A-3 One First National Plaza,
Suite 0417
Chicago, IL 60670
6.10% Asset SSB-Custodian $106,300 42.3%
Backed Notes Global Proxy Unit, A5NW
Class A-3 P.O. Box 1631
Boston, MA 02105-1631
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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
- ----------------------------------------------------------------------
6.30% Asset Bankers Trust Company $ 11,590 7.7%
Backed Notes c/o BT Services Tennessee,
Class A-4 Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
6.30% Asset Chase Manhattan Bank $ 25,000 16.6%
Backed Notes Two Chase Manhattan Plaza
Class A-4 5th Floor
New York, NY 10081
6.30% Asset Citicorp Services, Inc. $ 37,250 24.7%
Backed Notes P.O. Box 30576
Class A-4 Tampa, FL 33630-3576
6.30% Asset Investors Bank & Trust/ $ 8,000 5.3%
Backed Notes M.F. Custody
Class A-4 89 South Street 6th Floor
Corp. Action Dept.
Boston, MA 02111
6.30% Asset SSB-Custodian $ 27,034 17.9%
Backed Notes Global Proxy Unit, A5NW
Class A-4 P.O. Box 1631
Boston, MA 02105-1631
*As of March 4, 1997
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 3.1 Certificate of Limited Partner- Filed as Exhibit 3.1
ship of Ford Credit Auto Receive- to the Limited
ables Two L.P. (the "Limited Partnership's
Partnership"). Registration Statement on
Form S-3 (33-1245)
and incorporated herein
by reference.
Exhibit 3.2 Amended and Restated Limited Filed as Exhibit 3.2
Partnership Agreement between to Ford Credit Auto
Ford Credit Auto Receivables Two, Owner Trust 1996-A's
Inc. ("General Partner") and Current Report on Form
Ford Motor Credit Company ("Ford 8-K dated June 20, 1996
Credit"). and incorporated herein
by reference.
Exhibit 3.3 Certificate of Incorporation of Filed as Exhibit 3.3
of the General Parnter. to the Limited
Partnership's
Registration Statement on
Form S-3 (33-1245)
and incorporated herein
by reference.
Exhibit 3.4 By-Laws of the General Parnter. Filed as Exhibit 3.4
to the Limited
Partnership's
Registration Statement on
Form S-3 (33-1245)
and incorporated herein
by reference.
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of October 1, 1996 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1996-B
1996-B (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated October 17,1966
("Indenture Trustee") and incorporated herein
by reference.
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Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.2 Conformed copy of Restated Filed as Exhibit 4.2
Trust Agreement between to Ford Credit Auto
the Limited Partnership Owner Trust 1996-B
and PNC Bank, Delaware Current Report on Form
("Owner Trustee") 8-K dated October 17,
1996 and incorporated
herein by reference.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1996. Trust 1996-B Current
Report on Form 8-K
dated November 14, 1996
and incorporated herein
by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1996 Trust 1996-B Current
Report on Form 8-K
dated December 17, 1996
and incorporated
herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1996. Trust 1996-B Current
Report on Form 8-K
dated January 16, 1996
and incorporated herein
by reference.
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ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.4 Prospectus dated October 9, Filed with the Commission
1996 relating to the pursuant to Rule 424(b)(2)
issuance of the Class A-1, on October 10, 1996 and
Class A-2, Class A-3 and incorporated herein
Class A-4 Notes. by reference.
Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
October 1, 1996 among the, Owner Trust 1996-B
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated October 17,
1996 and incorporated
herein by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of October 1, to Ford Credit Auto
1996 among Ford Credit, as Owner Trust 1996-B
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated October 17,
1996 and incorporated
herein by reference.
Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
October 1, 1996 between Ford Owner Trust 1996-B
Credit and the Limited Current Report on Form
Partnership. 8-K dated October 17,
1996 and incorporated
herein by reference.
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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 17, 1996 Item 5 - Other Events
November 14, 1996 Item 5 - Other Events
December 17, 1996 Item 5 - Other Events
January 16, 1997 Item 5 - Other Events
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ford Credit Auto Receivables Two L.P.
(Registrant)
By: Ford Credit Auto Receivables
Two, Inc., General Partner
Date: March 27, 1997 By:/s/R. P. Conrad
---------------------------------
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Method of Filing
- ------- ---------------------- ----------------
Exhibit 3.1 Certificate of Limited Partner-
ship of Ford Credit Auto Receive-
ables Two L.P. (the "Limited
Partnership").
Exhibit 3.2 Amended and Restated Limited
Partnership Agreement between
Ford Credit Auto Receivables Two,
Inc. ("General Partner") and
Ford Motor Credit Company ("Ford
Credit").
Exhibit 3.3 Certificate of Incorporation of
of the General Parnter.
Exhibit 3.4 By-Laws of the General Parnter.
Exhibit 4.1 Conformed copy of Indenture
dated as of October 1, 1996 between
Ford Credit Auto Owner Trust
1996-B (the "Trust") and The
Chase Manhattan Bank, as
successor trustee to Chemical
Bank ("Indenture Trustee")
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Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.2 Conformed copy of Restated
Trust Agreement between
the Limited Partnership
and PNC Bank, Delaware
("Owner Trustee")
Exhibit 19.1 Distribution Date Statement
for Collection Period
ended October 31, 1996.
Exhibit 19.2 Distribution Date Statement
for Collection Period
ended November 30, 1996
Exhibit 19.3 Distribution Date Statement
for Collection Period
ended December 31, 1996.
Exhibit 19.4 Prospectus dated October 9
1996 relating to the
issuance of the Class A-1,
Class A-2, Class A-3 and
Class A-4 Notes.
Exhibit 99.1 Conformed copy of Sale and
Servicing Agreement dated as of
October 1, 1996 among the,
Limited Partnership, Ford
Credit and the Trust.
Exhibit 99.2 Conformed copy of Administration
Agreement dated as of October 1,
1996 among Ford Credit, as
administrator, the Indenture
Trustee and the Owner Trustee.
Exhibit 99.3 Conformed copy of Purchase
Agreement dated as of
October 1, 1996 between Ford
Credit and the Limited
Partnership.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.
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*Previously Filed
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ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.8 Prospectus dated October 9
1996 relating to the
issuance of the Class A-1,
Class A-2, Class A-3 and
Class A-4 Notes.
Exhibit 99.1 Conformed copy of Sale and
Servicing Agreement dated as of
October 1, 1996 among the,
Limited Partnership, Ford
Credit and the Trust.
Exhibit 99.2 Conformed copy of Administration
Agreement dated as of October 1,
1996 among Ford Credit, as
administrator, the Indenture
Trustee and the Owner Trustee.
Exhibit 99.3 Conformed copy of Purchase
Agreement dated as of
October 1, 1996 between Ford
Credit and the Limited
Partnership.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.
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*Previously Filed
Exhibit 99
Selected Information
Ford Credit Auto Owner Trust 1996-B
through December 31, 1996
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<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4
5.5138% 5.90% 6.10% 6.30%
Asset Asset Asset Asset
Backed Backed Backed Backed
Notes Notes Notes Notes
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Principal
Paid $109,830,808.73 $ $ $
Interest
Paid $ 3,740,491.22 $ 4,254,555.56 $ 3,742,688.90 $ 2,323,305.60
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Total Servicing Fees Paid: $ 2,522,341.63
</TABLE>
