<PAGE> 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, 1997
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 1997-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 and
Prospectus Supplement, each dated October 24, 1997 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
and Prospectus Supplement, each dated October 24, 1997 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 8 holders of Class A-1 5.748% Asset Backed Notes, 13 holders of
Class A-2 5.95% Asset Backed Notes, 49 holders of Class A-3 6.05% Asset Backed
Notes, 1 holder of Class A-4 6.15% Asset Back Notes and 8 holders of Class B
6.40% Asset Backed Notes and 12 holders of 6.65% Asset Backed Certificates as of
February 27, 1998. There is no established public trading market for the
Securities.
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
<TABLE>
<CAPTION>
(2) Amount at orig-
(1) Name and Address inal issuance
of beneficial and nature of
owner of Ford Credit beneficial
Auto Owner 1997-B ownership (3) Percent
Asset Backed Securities (in thousands) of Securities
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<S> <C> <C>
Boston Safe Deposit & $ 156,450,000 9.2%
Trust Co.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
SSB-Custodian $ 595,850,000 35.0%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank $ 384,157,000 22.6%
4 New York Plaza
13th Floor
New York, NY 10004
FCAR Owner Trust $ 189,004,978 11.1%
The American Road
Dearborn, Mich. 48121
</TABLE>
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*As of February 27, 1998
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
<TABLE>
<CAPTION>
Designation Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
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, 1997 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1997-B
1997-B (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated October
31, ("Indenture Trustee") 1997 and incorporated
herein by reference.
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Designation Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
Exhibit 4.2 Conformed copy of Restated Filed as Exhibit 4.2
Trust Agreement between to Ford Credit Auto
the Limited Partnership Owner Trust 1997-B
and PNC Bank, Delaware Current Report on Form
("Owner Trustee") 8-K dated October 31,
1997 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, 1997. Trust 1997-B Current
Report on Form 8-K dated
November 12, 1997 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, 1997 Trust 1997-B Current
Report on Form 8-K dated
December 8, 1997 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, 1997. Trust 1997-B Current
Report on Form 8-K dated
January 13, 1998 and
incorporated herein by
reference.
</TABLE>
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ITEM 14. (Continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
- ----------- ----------- -----------------
<S> <C> <C>
Exhibit 19.4 Prospectus and Prospectus Filed with the Commission
Supplement each dated pursuant to Rule 424(b)(2)
October 24, 1997 relating on October 28, 1997 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 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
October 1, 1997 among the, Owner Trust 1997-B
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated October 31,
1997 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
1997 among Ford Credit, as Owner Trust 1997-B
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated October 31,
1997 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, 1997 between Ford Owner Trust 1997-B
Credit and the Limited Current Report on Form
Partnership. 8-K dated October 31,
1997 and incorporated
herein by reference.
</TABLE>
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ITEM 14. (Continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
- ----------- ----------- -----------------
<S> <C> <C>
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.
</TABLE>
(b) Reports on Form 8-K
Date of Report Item
November 12, 1997 Item 5 - Other Events
December 8, 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, 1998 By:/s/R. P. Conrad
---------------------------------
Assistant Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
- ------- ---------------------- ----------------
<S> <C> <C>
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, 1997 between
Ford Credit Auto Owner Trust
1997-B (the "Trust") and The
Chase Manhattan Bank, as
successor trustee to Chemical
Bank ("Indenture Trustee")
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, 1997.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended November 30, 1997
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended December 31, 1997.
</TABLE>
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ITEM 14. (Continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
- ----------- ----------- -----------------
<S> <C> <C>
Exhibit 19.4 Prospectus and Prospectus *
Supplement each dated October
24, 1997 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 99.1 Conformed copy of Sale and *
Servicing Agreement dated as of
October 1, 1997 among the,
Limited Partnership, Ford
Credit and the Trust.
Exhibit 99.2 Conformed copy of Administration *
Agreement dated as of October 1,
1997 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, 1997 between Ford
Credit and the Limited
Partnership.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.
</TABLE>
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*Previously Filed
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EXHIBIT 99.4
Selected Information
Ford Credit Auto Owner Trust 1997-B
Through December 31, 1997
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<TABLE>
<Caption
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C
5.748% 5.95% 6.05% 6.15% 6.40% 6.65%
Asset Backed Asset Backed Asset Backed Asset Backed Asset Backed Asset Backed
Notes Notes Notes Notes Notes Certificates
---------------- ---------------- -------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Principal
Paid $ 118,892,785.00 $ - $ - $ - $ - $ -
Interest
Paid $ 3,229,174.01 $ 2,885,750.00 $ 3,887,125.00 $ 1,452,975.78 $ 748,008.00 $ 211,977.06
Total Servicing Fee Paid: $ 2,787,064.94
</TABLE>
