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
------ ------
<PAGE>
<Page 2>
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.
<PAGE>
<Page 3>
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.
<PAGE>
<Page 4>
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
<PAGE>
<Page 5>
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<PAGE>
<Page 6>
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
<PAGE>
<Page 7>
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
<PAGE>
<Page 8>
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
<PAGE>
<Page 9>
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
<PAGE>
<Page 10>
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.
<PAGE>
<Page 11>
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.
<PAGE>
<Page 12>
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.
<PAGE>
<Page 13>
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.
<PAGE>
<Page 14>
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.
<PAGE>
<Page 15>
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.
<PAGE>
<Page 16>
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
<PAGE>
<Page 17>
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
<PAGE>
<Page 18>
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.
<PAGE>
<Page 19>
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.
<PAGE>
<Page 20>
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.
<PAGE>
<Page 21>
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
<PAGE>
<Page 22>
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.
<PAGE>
<Page 23>
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.
<PAGE>
<Page 24>
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")
<PAGE>
<Page 25>
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.
<PAGE>
<Page 26>
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").
<PAGE>
<Page 27>
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.
<PAGE>
<Page 28>
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
Exhibit 99.4
Selected Information
Ford Credit Auto Owner Trust 1998-A
through December 31, 1998
----------------------------------------
<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>
Exhibit 99.8
Selected Information
Ford Credit Auto Owner Trust 1998-B
through December 31, 1998
----------------------------------------
<TABLE>
<CAPTION>
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
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
Exhibit 99.12
Selected Information
Ford Credit Auto Owner Trust 1998-C
through December 31, 1998
----------------------------------------
<TABLE>
<CAPTION>
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
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
- ---------------
Total Servicing Fees Paid: $ 8,976,434.08
