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
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Commission file number 333-40421
FORD CREDIT AUTO OWNER TRUST 1998-A
(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 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.
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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
- ----------------------------------------------------------------------
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
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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
- ----------------------------------------------------------------------
5.70% 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.
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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 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.
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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.
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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.
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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 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
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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 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.
<PAGE>
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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.
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*Previously Filed
Exhibit 99.4
Selected Information
Ford Credit Auto Owner Trust 1998-A
through December 31, 1998
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<TABLE>
<CAPTION>
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
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
