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, 1999
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 333-82895
FORD CREDIT AUTO OWNER TRUST 1999-A
FORD CREDIT AUTO OWNER TRUST 1999-B
FORD CREDIT AUTO OWNER TRUST 1999-C
FORD CREDIT AUTO OWNER TRUST 1999-D
(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: One 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
1999-A see (i) the Prospectus and Prospectus Supplement dated January 11,
1999 and January 13, 1999, respectively, filed as Exhibit 19.13 to this
Report and incorporated herein by reference and (ii) the Distribution Date
Statements filed as Exhibits 19.1 through 19.12 to this Report and
incorporated herein by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
1999-B see (i) the Prospectus and Prospectus Supplement, each dated May 19,
1999, filed as Exhibit 19.22 to this Report and incorporated herein by reference
and (ii) the Distribution Date Statements filed as Exhibits 19.14 through 19.21
to this Report and incorporated herein by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
1999-C see (i) the Prospectus and Prospectus Supplement dated May 19, 1999
and July 20, 1999, respectively, filed as Exhibit 19.29 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.23 through 19.28 to this Report and incorporated
herein by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
1999-D see (i) the Prospectus and Prospectus Supplement, each dated September
17, 1999, filed as Exhibit 19.34 to this Report and incorporated herein by
reference and (ii) the Distribution Date Statements filed as Exhibits 19.30
through 19.33 to this Report and incorporated herein by reference.
ITEM 2. PROPERTIES
For a discussion of the properties for the Ford Credit Auto Owner Trust
1999-A see (i) the Prospectus and Prospectus Supplement dated January 11, 1999
and January 13, 1999, respectively, filed as Exhibit 19.13 to this Report
and incorporated herein by reference and (ii) the Distribution Date
Statements filed as Exhibits 19.1 through 19.12 to this Report and
incorporated herein by reference.
For a discussion of the properties for the Ford Credit Auto Owner Trust
1999-B see (i) the Prospectus and Prospectus Supplement each dated May 19, 1999,
filed as Exhibit 19.22 to this Report and incorporated herein by reference and
(ii) the Distribution Date Statements filed as Exhibits 19.14 through 19.21 to
this Report and incorporated herein by reference.
For a discussion of the properties for the Ford Credit Auto Owner Trust
1999-C see (i) the Prospectus and Prospectus Supplement dated May 19, 1999 and
July 20, 1999, respectively, filed as Exhibit 19.29 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements filed
as Exhibits 19.23 through 19.28 to this Report and incorporated herein by
reference.
For a discussion of the properties for the Ford Credit Auto Owner Trust
1999-D see (i) the Prospectus and Prospectus Supplement, each dated September
17, 1999 filed as Exhibit 19.34 to this Report and incorporated
herein by reference and (ii) the Distribution Date Statements filed as
Exhibits 19.30 through 19.33 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 1999-A, there were no holders of
Class A-1 5.010% Asset Backed Notes, no holders of Class A-2 5.089% Asset
Backed Notes, 19 holders of Class A-3 5.31% Asset Backed Notes, 27 holders of
Class A-4 5.31% Asset Backed Notes, 15 holders of Class B 5.79% Asset Backed
Notes and 2 holders of Class C 6.52% Asset Backed Certificates as of January
13, 2000. There is no established public trading market for the Notes or
Certificates.
For Ford Credit Auto Owner Trust 1999-B, there were no holders of
Class A-1 4.978% Asset Backed Notes, 4 holders of Class A-2 5.114% Asset
Backed Notes, 26 holders of Class A-3 5.47% Asset Backed Notes, 65 holders
of Class A-4 5.80% Asset Backed Notes, 4 holders of Class B 6.16% Asset
Backed Notes and 10 holders of Class C 6.65% Asset Backed Certificates as of
January 13, 2000. There is no established public trading market for the Notes
or Certificates.
For Ford Credit Auto Owner Trust 1999-C, there were no holders of
Class A-1 5.149% Asset Backed Notes, 3 holders of Class A-2 5.351% Asset
Backed Notes, 24 holders of Class A-3 5.77% Asset Backed Notes, 40 holders
of Class A-4 6.08% Asset Backed Notes, 29 holders of Class B 6.42% Asset Backed
Notes and 4 holders of Class C 6.75% Asset Backed Certificates as of
January 13, 2000. There is no established public trading market for
the Notes or Certificates.
For Ford Credit Auto Owner Trust 1999-D, there were no holders of
Class A-1 5.411% Asset Backed Notes, 4 holders of Class A-2 5.816% Asset
Backed Notes, 28 holders of Class A-3 6.20% Asset Backed Notes, 29 holders of
Class A-4 6.40% Asset Backed Notes, 48 holders of Class A-5 6.52% Asset Backed
Notes, 5 holders of Class B 6.87% Asset Backed Notes and 1 holder of Class C
7.21% Asset Backed Certificates as of January 13, 2000. 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 1999-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
- ----------------------------------------------------------------------
5.31% Asset Boston Safe Deposit and $ 63,230 12.8%
Backed Notes Trust Company
Class A-3 c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.31% Asset Chase Manhattan Bank $249,050 50.3%
Backed Notes 4 New York Plaza
Class A-3 13th Floor
New York, NY 10004
5.31% Asset Citibank, NA $ 57,620 11.6%
Backed Notes P. O. Box 30576
Class A-3 Tampa, FL 33630
5.31% Asset State Street Bank and $ 36,955 7.5%
Backed Notes Trust Company
Class A-3 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
5.31% Asset Boston Safe Deposit and $ 83,900 26.7%
Backed Notes Trust Company
Class A-4 c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.31% Asset Chase Manhattan Bank $ 68,265 21.8%
Backed Notes 4 New York Plaza
Class A-4 13th Floor
New York, NY 10004
5.31% Asset Citibank, NA $ 16,535 5.3%
Backed Notes P. O. Box 30576
Class A-4 Tampa, FL 33630
5.31% Asset State Street Bank and $ 56,182 17.9%
Backed Notes Trust Company
Class A-4 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
5.79% Asset Bank of New York (The) $ 43,385 63.2%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
5.79% Asset Citibank, NA $ 12,695 18.5%
Backed Notes P. O. Box 30576
Class B Tampa, FL 33630
6.52% Asset Hare & Co $ 15,000 38.0%
Backed c/o The Bank of New York
Certificates P.O. Box 11203
Class C New York, NY 10286
6.52% Asset Salkeld & Co $ 24,254 62.0%
Backed c/o Bankers Trust Co
Certificates P.O. Box 704
Class C Church Street Station
New York, NY 10008
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-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
- ----------------------------------------------------------------------
5.114% Asset State Street Bank and $274,000 78.3%
Backed Notes Trust Company
Class A-2 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
5.114% Asset Union Bank of $ 50,000 14.3%
Backed Notes California, N.A.
Class A-2 P.O. Box 109
San Diego, CA 92112-4103
5.47% Asset Bank of New York (The) $ 96,275 9.3%
Backed Notes 925 Patterson Plank Road
Class A-3 Secaucus, NJ 07094
5.47% Asset Boston Safe Deposit and $144,405 13.9%
Backed Notes Trust Company
Class A-3 c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.47% Asset Chase Manhattan Bank $173,910 17.3%
Backed Notes 4 New York Plaza
Class A-3 13th Floor
New York, NY 10004
5.47% Asset Citibank, N.A. $ 91,995 8.8%
Backed Notes P. O. Box 30576
Class A-3 Tampa, FL 33630
5.47% Asset Investors Bank and Trust $ 67,500 6.5%
Backed Notes M. F. Custody
Class A-3 200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
5.47% Asset State Street Bank and $349,675 33.6%
Backed Notes Trust Company
Class A-3 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-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
- ----------------------------------------------------------------------
5.80% Asset ABN AMRO Incorporated $ 32,000 5.2%
Backed Notes 181 W. Madison
Class A-4 Chicago, IL 60603
5.80% Asset Bank of New York (The) $ 48,726 8.0%
Backed Notes 925 Patterson Plank Road
Class A-4 Secaucus, NJ 07094
5.80% Asset Bankers Trust Company $ 49,222 8.0%
Backed Notes c/o BT Services Tennesse Inc.
Class A-4 648 Grassmere Park Drive
Nashville, TN 37211
5.80% Asset Boston Safe Deposit and $ 70,383 11.5%
Backed Notes Trust Company
Class A-4 c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.80% Asset Chase Manhattan Bank $124,765 20.4%
Backed Notes 4 New York Plaza
Class A-4 13th Floor
New York, NY 10004
5.80% Asset Citibank, NA $ 50,202 8.2%
Backed Notes P. O. Box 30576
Class A-4 Tampa, FL 33630
5.80% Asset Northern Trust Company $ 45,955 7.5%
Backed Notes 801 S. Canal C-IN
Class A-4 Chicago, IL 60607
5.80% Asset State Street Bank and $ 63,032 10.3%
Backed Notes Trust Company
Class A-4 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
6.16% Asset Bank of New York (The) $ 26,000 23.6%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
6.16% Asset Bankers Trust Company $ 30,700 27.9%
Backed Notes c/o BT Services Tennessee Inc.
Class B 648 Grassmere Park Drive
Nashville, TN 37211
6.16% Asset Chase Manhattan Bank $ 45,000 40.8%
Backed Notes 4 New York Plaza
Class B 13th Floor
New York, NY 10004
6.16% Asset FUNB - Philadelphia Main $ 8,500 7.7%
Backed Notes 123 South Broad Street
Class B Philadelphia, PA 19109
6.65% Asset Auer & Co $ 5,000 7.9%
Backed c/o Bankers Trust Co
Certificates Church Street Station
Class C P.O. Box 704
New York, NY 10008
6.65% Asset Gerlack & Co $ 5,000 7.9%
Backed c/o Citibank NA
Certificates Concentration A/C#36112805
Class C Philadelphia, PA 19170-7057
6.65% Asset Hare & Co $ 22,375 35.5%
Backed c/o The Bank of New York
Certificates P.O. Box 11203
Class C New York, NY 10286
6.65% Asset Prudential Securities Inc $ 7,000 11.1%
Backed One New York Plaza
Certificates New York, NY 10292-2009
Class C
6.65% Asset Strafe & Co $ 9,900 15.7%
Backed 1900 Polaris Pkwy
Certificates Fourth Floor
Class C Columbus, OH 43240
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-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
- ----------------------------------------------------------------------
5.351% Asset State Street Bank and $578,000 98.3%
Backed Notes Trust Company
Class A-2 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
5.77% Asset Boston Safe Deposit and $173,675 17.5%
Backed Notes Trust Company
Class A-3 c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.77% Asset Chase Manhattan Bank $407,230 41.1%
Backed Notes 4 New York Plaza
Class A-3 13th Floor
New York, NY 10004
5.77% Asset Citibank, NA $ 51,595 5.2%
Backed Notes P. O. Box 30576
Class A-3 Tampa, FL 33630
5.77% Asset State Street Bank and $148,125 15.0%
Backed Notes Trust Company
Class A-3 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
6.08% Asset Bank of New York (The) $ 39,239 6.2%
Backed Notes 925 Patterson Plank Road
Class A-4 Secaucus, NJ 07094
6.08% Asset Bankers Trust Company $ 45,172 7.2%
Backed Notes c/o BT Services Tennessee Inc.
Class A-4 648 Grassmere Park Drive
Nashville, TN 37211
6.08% Asset Boston Safe Deposit and $157,200 25.1%
Backed Notes Trust Company
Class A-4 c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.08% Asset Chase Manhattan Bank $111,600 17.8%
Backed Notes 4 New York Plaza
Class A-4 13th Floor
New York, NY 10004
6.08% Asset PNC Bank, N.A. $ 33,025 5.3%
Backed Notes 1600 Market Street
Class A-4 29th Floor
Philadelphia, PA 19103
6.08% Asset State Street Bank and $ 84,950 13.5%
Backed Notes Trust Company
Class A-4 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-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
- ----------------------------------------------------------------------
6.42% Asset Bank of New York (The) $ 32,910 30.1%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
6.42% Asset Bankers Trust Company $ 5,475 5.0%
Backed Notes c/o BT Services Tennessee Inc.
Class B 648 Grassmere Park Drive
Nashville, TN 37211
6.42% Asset Boston Safe Deposit and $ 14,725 13.4%
Backed Notes Trust Company
Class B c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.42% Asset Comerica Bank $ 15,000 13.7%
Backed Notes Cap. Chg
Class B Proxy 7CBB
MC 3530
Detroit, MI 48275-3530
6.42% Asset Norwest Bank Minnesota, $ 20,000 18.3%
Backed Notes N.A.
Class B 733 Marquette Avenue
Minneapolis, MN 55479-0056
6.42% Asset State Street Bank and $ 6,407 5.8%
Backed Notes Trust Company
Class B Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
6.75% Asset Allstate Life Insur. Co. $ 10,000 16.0%
Backed Investment Operations
Certificates 3075 Sanders Road, Ste G4A
Class C Northbrook, IL 60062-7127
6.75% Asset Citibank Federal Saving $ 10,000 16.0%
Backed Bank as Collection Agent
Certificates & Trustee USTA Dated 7/1/93
Class C Northbrook Life Insurance Co.
as Secured Party and Beneficiary
3075 Sanders Road, Ste G4A
Northbrook, IL 60062
6.75% Asset Hare & Co $ 22,546 36.0%
Backed c/o The Bank of New York
Certificates P.O. Box 11203
Class C New York, NY 10286
6.75% Asset Hurley & Co $ 20,000 32.0%
Backed c/o Citicorp N.A.
Certificates IC&D Lockbox
Class C P.O. Box 7247-7057
Philadelphia, PA 19170-7057
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-D
(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
- ----------------------------------------------------------------------
5.816% Asset Chase Bank of Texas, N.A. $ 25,000 5.6%
Backed Notes P.O. Box 2558
Class A-2 Houston, TX 77252-8009
5.816% Asset State Street Bank and $389,000 86.6%
Backed Notes Trust Company
Class A-2 Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
6.20% Asset Barclays Global Investors, $132,000 9.6%
Backed Notes N.A.
Class A-3 45 Fremont Street
33rd Floor
San Francisco, CA 94105
6.20% Asset Boston Safe Deposit & $104,375 7.6%
Backed Notes Trust Co.
Class A-3 c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.20% Asset Chase Manhattan Bank $444,485 32.4%
Backed Notes 4 New York Plaza
Class A-3 13th Floor
New York, NY 10004
6.20% Asset Citibank, NA $101,750 7.4%
Backed Notes P. O. Box 30576
Class A-3 Tampa, FL 33630-3576
6.20% Asset Investors Bank and Trust $ 85,180 6.2%
Backed Notes M. F. Custody
Class A-3 200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
6.20% Asset State Street Bank and $341,715 24.9%
Backed Notes Trust Company
Class A-3 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-D (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 Bank of New York (The) $ 41,885 10.5%
Backed Notes 925 Patterson Plank Road
Class A-4 Secaucus, NJ 07094
6.40% Asset Boston Safe Deposit and $ 70,275 17.6%
Backed Notes Trust Company
Class A-4 c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.40% Asset Chase Manhattan Bank (The) $ 68,490 17.1%
Backed Notes 4 New York Plaza
Class A-4 13th Floor
New York, NY 10004
6.40% Asset Northern Trust Company $ 23,345 5.8%
Backed Notes (The)
Class A-4 801 S. Canal
C-IN
Chicago, IL 60607
6.40% Asset SSB - Trust Company $ 27,000 6.7%
Backed Notes 225 Franklin Street
Class A-4 M4
Boston, MA 02110
6.40% Asset State Street Bank and $ 74,065 18.5%
Backed Notes Trust Company
Class A-4 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
6.52% Asset Bank of New York (The) $122,393 20.8%
Backed Notes 925 Patterson Plank Road
Class A-5 Secaucus, NJ 07094
6.52% Asset Bankers Trust Company $ 84,210 14.3%
Backed Notes c/o BT Services Tennessee Inc.
Class A-5 648 Grassmere Park Drive
Nashville, TN 37211
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 1999-D (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
- ----------------------------------------------------------------------
6.52% Asset Boston Safe Deposit and $129,878 22.1%
Backed Notes Trust Company
Class A-5 c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.52% Asset Chase Manhattan Bank (The) $ 29,885 5.1%
Backed Notes 4 New York Plaza
Class A-5 13th Floor
New York, NY 10004
6.52% Asset Northern Trust Company $ 31,646 5.4%
Backed Notes (The)
Class A-5 801 S. Canal
C-IN
Chicago, IL 60607
6.52% Asset State Street Bank and $ 40,045 6.8%
Backed Notes Trust Company
Class A-5 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
6.87% Asset Bank of New York (The) $ 53,700 49.0%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
6.87% Asset Bankers Trust Company $ 5,500 5.0%
Backed Notes c/o BT Services Tennessee Inc.
Class B 648 Grassmere Park Drive
Nashville, TN 37211
6.87% Asset Boston Safe Deposit and $ 10,000 9.1%
Backed Notes Trust Company
Class B c/o Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
6.87% Asset Chase Manhattan Bank (The) $ 35,700 32.6%
Backed Notes 4 New York Plaza
Class B 13th Floor
New York, NY 10004
7.21% Asset Hare & Co $ 62,650 100.0%
Backed c/o The Bank of New York
Certificates P.O. Box 11203
Class C New York, NY 10286
*As of January 13, 2000
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 1999-A, 1999-B, 1999-C AND 1999-D.
(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 1999-A.
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of January 1, 1999 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 1999-A
Trust 1999-A (the "Trust") and Current Report on Form
The Chase Manhattan Bank, as 8-K dated January 21,
("Indenture Trustee") 1999 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 1999-A
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and 8-K dated January 21,
The Bank of New York 1999 and incorporated
("Owner Trustee"). 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 January 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated January 31, 1999
and incorporated herein
by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended February 28, 1999. Trust 1999-A Current
Report on Form 8-K
dated February 28, 1999
and incorporated
herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended March 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated March 31, 1999
and incorporated herein
by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended April 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated April 30, 1999
and incorporated herein
by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated May 31, 1999
and incorporated herein
by reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated June 30, 1999
and incorporated herein
by reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated July 31, 1999
and incorporated herein
by reference.
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated August 31, 1999
and incorporated herein
by reference.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.13 Prospectus dated January 11, 1999 Filed with the Commission
and Prospectus Supplement pursuant to Rule 424(b)(2)
dated January 13, 1999 relating on January 14, 1999 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
Class C Asset Backed Certificates.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
January 1, 1999 among the Owner Trust 1999-A
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated January 21,
1999 and incorporated
herein by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of January 1, to Ford Credit Auto
1999 among Ford Credit, as Owner Trust 1999-A
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated January 21,
1999 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
January 1, 1999 between Ford Owner Trust 1999-A
Credit and the Limited Current Report on Form
Partnership. 8-K dated January 21,
1999 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, 1999 Item 5 - Other Events
November 30, 1999 Item 5 - Other Events
December 31, 1999 Item 5 - Other Events
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-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, 1999 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1999-B
1999-B (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated May 26,
("Indenture Trustee") 1999 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 1999-B
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and 8-K dated May 26,
The Bank of New York 1999 and incorporated
("Owner Trustee"). herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated May 31, 1999
and incorporated herein
by reference.
Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 1999. Trust 1999-B Current
Report on Form 8-K
dated June 30, 1999
and incorporated
herein by reference.
Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated July 31, 1999
and incorporated herein
by reference.
Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated August 31, 1999
and incorporated herein
by reference.
Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-B Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.19 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-B Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.21 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.22 Prospectus and Prospectus Filed with the Commission
Supplement dated May 19, 1999 pursuant to Rule 424(b)(2)
relating to the issuance of on May 24, 1999 and
the Class A-1, Class A-2, incorporated herein
Class A-3,Class A-4, Class B by reference.
Notes and the Class C 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, 1999 among the, Owner Trust 1999-B
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated May 26,
1999 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
1999 among Ford Credit, as Owner Trust 1999-B
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated May 26,
1999 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, 1999 between Ford Owner Trust 1999-B
Credit and the Limited Current Report on Form
Partnership. 8-K dated May 26,
1999 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, 1999 Item 5 - Other Events
November 30, 1999 Item 5 - Other Events
December 31, 1999 Item 5 - Other Events
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-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, 1999 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1999-C
1999-C (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated July 29, 1999
("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 1999-C
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated July 29,
Bank of New York ("Owner 1999 and incorporated
Trustee"). herein by reference.
Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated July 31, 1999
and incorporated herein
by reference.
Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated August 31, 1999
and incorporated
herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 19.25 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-C Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-C Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.28 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.29 Prospectus dated May 19, 1999 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
July 20, 1999 relating on July 22, 1999 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 Clas C 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, 1999 among the, Owner Trust 1999-C
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated July 29,
1999 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
1999 among Ford Credit, as Owner Trust 1999-C
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated July 29,
1999 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, 1999 between Ford Owner Trust 1999-C
Credit and the Limited Current Report on Form
Partnership. 8-K dated July 29,
1999 and incorporated
herein by reference.
Exhibit 99.12 Selected Information Filed with this report.
Relating to the Receivables.
(b) Reports on Form 8-K
Date of Report Item
October 31, 1999 Item 5 - Other Events
November 30, 1999 Item 5 - Other Events
December 31, 1999 Item 5 - Other Events
ITEM 14. (Continued)
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 1999-D.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.7 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of September 1, 1999 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 1999-D
Trust 1999-D (the "Trust") Current Report on Form
and The Chase Manhattan Bank 8-K dated September 23,
("Indenture Trustee"). 1999 and incorporated
herein by reference.
Exhibit 4.8 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Partnership, The Owner Trust 1999-D
Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated September 23,
Bank of New York ("Owner 1999 and incorporated
Trustee"). herein by reference.
Exhibit 19.30 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-D Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.31 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-D Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
Exhibit 19.32 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-D Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.33 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-D Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.34 Prospectus and Prospectus Filed with the Commission
Supplement, each dated September pursuant to Rule 424(b)(2)
17, 1999 relating on September 21, 1999 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 Class C Asset Backed
Certificates.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 99.13 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
September 1, 1999 among the, Owner Trust 1999-D
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated September 23,
1999 and incorporated
herein by reference.
Exhibit 99.14 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of September 1, to Ford Credit Auto
1999 among Ford Credit, as Owner Trust 1999-D
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated September 23,
1999 and incorporated
herein by reference.
Exhibit 99.15 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
September 1, 1999 between Ford Owner Trust 1999-D
Credit and the Limited Current Report on Form
Partnership. 8-K dated September 23,
1999 and incorporated
herein by reference.
Exhibit 99.16 Selected Information Filed with this report.
Relating to the Receivables.
(b) Reports on Form 8-K
Date of Report Item
October 31, 1999 Item 5 - Other Events
November 30, 1999 Item 5 - Other Events
December 31, 1999 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: February 24, 2000 By:/s/R. P. Conrad
---------------------------------
Assistant Secretary
EXHIBIT INDEX
FORD CREDIT AUTO OWNER TRUSTS 1999-A, 1999-B, 1999-C AND 1999-D
Exhibit
Number Description of Exhibit 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.
FORD CREDIT AUTO OWNER TRUST 1999-A
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of January 1, 1999 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 1999-A
Trust 1999-A (the "Trust") and Current Report on Form
The Chase Manhattan Bank, as 8-K dated January 21,
("Indenture Trustee") 1999 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 1999-A
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and 8-K dated January 21,
The Bank of New York 1999 and incorporated
("Owner Trustee"). herein by reference.
<PAGE>
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended January 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated January 31, 1999
and incorporated herein
by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended February 28, 1999. Trust 1999-A Current
Report on Form 8-K
dated February 28, 1999
and incorporated
herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended March 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated March 31, 1999
and incorporated herein
by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended April 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated April 30, 1999
and incorporated herein
by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated May 31, 1999
and incorporated herein
by reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated June 30, 1999
and incorporated herein
by reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated July 31, 1999
and incorporated herein
by reference.
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated August 31, 1999
and incorporated herein
by reference.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-A Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-A Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.13 Prospectus dated January 11, 1999 Filed with the Commission
and Prospectus Supplement pursuant to Rule 424(b)(2)
dated January 13, 1999 relating on January 14, 1999 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
Class C Asset Backed Certificates.
xhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
January 1, 1999 among the Owner Trust 1999-A
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated January 21,
1999 and incorporated
herein by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of January 1, to Ford Credit Auto
1999 among Ford Credit, as Owner Trust 1999-A
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated January 21,
1999 and incorporated
herein by reference.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
January 1, 1999 between Ford Owner Trust 1999-A
Credit and the Limited Current Report on Form
Partnership. 8-K dated January 21,
1999 and incorporated
herein by reference.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.
FORD CREDIT AUTO OWNER TRUST 1999-B
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 4.3 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of May 1, 1999 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1999-B
1999-B (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated May 26,
("Indenture Trustee") 1999 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 1999-B
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and 8-K dated May 26,
The Bank of New York 1999 and incorporated
("Owner Trustee"). herein by reference.
Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated May 31, 1999
and incorporated herein
by reference.
Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 1999. Trust 1999-B Current
Report on Form 8-K
dated June 30, 1999
and incorporated
herein by reference.
Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated July 31, 1999
and incorporated herein
by reference.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated August 31, 1999
and incorporated herein
by reference.
Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-B Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.19 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
EExhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-B Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.21 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-B Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.22 Prospectus and Prospectus Filed with the Commission
Supplement dated May 19, 1999 pursuant to Rule 424(b)(2)
relating to the issuance of on May 24, 1999 and
the Class A-1, Class A-2, incorporated herein
Class A-3,Class A-4, Class B by reference.
Notes and the Class C 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, 1999 among the, Owner Trust 1999-B
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated May 26,
1999 and incorporated
herein by reference.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 99.6 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of May 1, to Ford Credit Auto
1999 among Ford Credit, as Owner Trust 1999-B
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated May 26,
1999 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, 1999 between Ford Owner Trust 1999-B
Credit and the Limited Current Report on Form
Partnership. 8-K dated May 26,
1999 and incorporated
herein by reference.
Exhibit 99.8 Selected Information Filed with this report.
Relating to the Receivables.
FORD CREDIT AUTO OWNER TRUST 1999-C
Exhibit
Number Description of Exhibit Method of Filing
- ------- ---------------------- ----------------
Exhibit 4.5 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of July 1, 1999 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1999-C
1999-C (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated July 29, 1999
("Indenture Trustee"). and incorporated
herein by reference.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
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 1999-C
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated July 29,
Bank of New York ("Owner 1999 and incorporated
Trustee"). herein by reference.
Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated July 31, 1999
and incorporated herein
by reference.
Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated August 31, 1999
and incorporated
herein by reference.
Exhibit 19.25 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-C Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-C Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.28 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-C Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.29 Prospectus dated May 19, 1999 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
July 20, 1999 relating on July 22, 1999 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 Clas C Asset Backed
Certificates.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit 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, 1999 among the, Owner Trust 1999-C
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated July 29,
1999 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
1999 among Ford Credit, as Owner Trust 1999-C
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated July 29,
1999 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, 1999 between Ford Owner Trust 1999-C
Credit and the Limited Current Report on Form
Partnership. 8-K dated July 29,
1999 and incorporated
herein by reference.
Exhibit 99.12 Selected Information Filed with this report.
Relating to the Receivables.
FORD CREDIT AUTO OWNER TRUST 1999-D
Exhibit
Number Description of Exhibit Method of Filing
- ----------- ---------------------- ----------------
Exhibit 4.7 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of September 1, 1999 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 1999-D
Trust 1999-D (the "Trust") Current Report on Form
and The Chase Manhattan Bank 8-K dated September 23,
("Indenture Trustee"). 1999 and incorporated
herein by reference.
Exhibit 4.8 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Partnership, The Owner Trust 1999-D
Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated September 23,
Bank of New York ("Owner 1999 and incorporated
Trustee"). herein by reference.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 19.30 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1999. Trust 1999-D Current
Report on Form 8-K
dated September 30, 1999
and incorporated herein
by reference.
Exhibit 19.31 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1999. Trust 1999-D Current
Report on Form 8-K
dated October 31, 1999
and incorporated herein
by reference.
Exhibit 19.32 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1999. Trust 1999-D Current
Report on Form 8-K
dated November 30, 1999
and incorporated herein
by reference.
Exhibit 19.33 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1999. Trust 1999-D Current
Report on Form 8-K
dated December 31, 1999
and incorporated herein
by reference.
Exhibit 19.34 Prospectus and Prospectus Filed with the Commission
Supplement, each dated September pursuant to Rule 424(b)(2)
17, 1999 relating on September 21, 1999 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 Class C Asset Backed
Certificates.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 99.13 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
September 1, 1999 among the, Owner Trust 1999-D
Limited Partnership, Ford Current Report on Form
Credit and the Trust. 8-K dated September 23,
1999 and incorporated
herein by reference.
Exhibit 99.14 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of September 1, to Ford Credit Auto
1999 among Ford Credit, as Owner Trust 1999-D
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated September 23,
1999 and incorporated
herein by reference.
Exhibit 99.15 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
September 1, 1999 between Ford Owner Trust 1999-D
Credit and the Limited Current Report on Form
Partnership. 8-K dated September 23,
1999 and incorporated
herein by reference.
Exhibit 99.16 Selected Information Filed with this report.
Relating to the Receivables.
Exhibit 99.4
Selected Information
Ford Credit Auto Owner Trust 1999-A
through December 31, 1999
----------------------------------------
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C
5.010% 5.089% 5.31% 5.31% 5.79% 6.52%
Asset Asset Asset Asset Asset Certificates
Backed Backed Backed Backed Backed
Notes Notes Notes Notes Notes
------------ ------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Principal
Paid $250,000,000.00 $296,000,000.00 $225,303,334.93 $ 0.00 $ 0.00 $ 0.00
Interest
Paid $ 2,265,866.32 $ 7,660,424.06 $ 24,274,167.75 $ 16,383,343.96 $ 3,911,149.77 $ 2,516,704.82
- ---------------
Total Servicing Fees Paid: $ 16,560,253.52
</TABLE>
Exhibit 99.8
Selected Information
Ford Credit Auto Owner Trust 1999-B
through December 31, 1999
----------------------------------------
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C
4.978% 5.114% 5.47% 5.80% 6.16% 6.65%
Asset Asset Asset Asset Asset Certificates
Backed Backed Backed Backed Backed
Notes Notes Notes Notes Notes
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Principal
Paid $476,000,000.00 $350,000,000.00 $ 48,775,108.28 $ 0.00 $ 0.00 $ 0.00
Interest
Paid $ 4,592,476.88 $ 9,129,735.92 $ 36,152,293.59 $ 22,529,592.50 $ 4,318,125.75 $ 2,663,929.98
- ---------------
Total Servicing Fees Paid: $ 19,454,228.54
</TABLE>
Exhibit 99.12
Selected Information
Ford Credit Auto Owner Trust 1999-C
through December 31, 1999
----------------------------------------
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C
5.149% 5.351% 5.77% 6.08% 6.42% 6.75%
Asset Asset Asset Asset Asset Certificates
Backed Backed Backed Backed Backed
Notes Notes Notes Notes Notes
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Principal
Paid $250,000,000.00 $396,915,716.84 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Interest
Paid $ 1,331,960.81 $ 12,378,130.81 $ 26,340,050.00 $ 17,588,554.35 $ 3,240,292.06 $ 1,946,744.25
- ---------------
Total Servicing Fees Paid: $ 15,159,913.66
</TABLE>
Exhibit 99.16
Selected Information
Ford Credit Auto Owner Trust 1999-D
through December 31, 1999
----------------------------------------
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B Class C
5.411% 5.816% 6.20% 6.40% 6.52% 6.87% 7.21%
Asset Asset Asset Asset Asset Asset Certificates
Backed Backed Backed Backed Backed Backed
Notes Notes Notes Notes Notes Notes
------------ ------------ ------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Principal
Paid $153,000,000.00 $255,521,191.47 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Interest
Paid $ 734,929.43 $ 7,367,183.22 $ 26,425,777.77 $ 7,964,444.43 $ 11,931,087.09 $ 2,343,372.27 $ 1,405,309.10
- ---------------
Total Servicing Fees Paid: $ 10,499,198.41
</TABLE>
