SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
- ----EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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- ------------------
Commission file number 333-1245
FORD CREDIT AUTO OWNER TRUST 1996-A
(Ford Credit Auto Receivables Two L.P. - Originator)
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(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
Employer Identification No.: 38-3295857
Address of principal executive offices: The American Road
Dearborn, Michigan 48121
Registrant's telephone number, including area code: (313)322-3000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(c) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days. XX Yes No
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PART I.
ITEM 1. BUSINESS
For a discussion of the business of the Issuer see (i) the Prospectus
dated June 13, 1996 filed as Exhibit 19.8 to this Report and incorporated
herein by reference and (ii) the Distribution Date Statements filed as
Exhibits 19.1 through 19.7 to this Report and incorporated herein by
reference.
ITEM 2. PROPERTIES
For a discussion of the properies of the Issuer see (i) the
Prospectus dated June 13, 1996 filed as Exhibit 19.8 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.1 through 19.7 to this Report and incorporated herein by
reference.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
ITEM II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
There were 14 holders of Class A-1 5.67% Money Market Asset Backed
Notes, 14 holders of Class A-2 6.30% Asset Backed Notes, 47 holders of Class
A-3 6.50% Asset Backed Notes and 39 holders of Class A-4 6.75% Asset Backed
Notes as of March 4, 1997. There is no established public trading market for
the Notes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Nothing to report.
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
Class A-1 Bank of New York (The) $ 75,000 23.4%
5.67% Money 925 Patterson Plank Rd.
Market Asset Secaucus, NJ 07094
Backed Notes
Class A-1 Bankers Trust Company $ 68,000 21.2%
5.67% Money c/o BT Services Tennessee,
Market Asset Inc.
Backed Notes Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Class A-1 Boston Safe Deposit & $ 22,000 6.9%
5.67% Money Trust Co.
Market Asset Three Mellon Bank Center
Backed Notes Room 153-3015
Pittsburgh, PA 15259
Class A-1 Chase Manhattan Bank $ 38,000 11.9%
5.67% Money Two Chase Manhattan Plaza
Market Asset 5th Floor
Backed Notes New York, NY 10081
Class A-1 SSB-Custodian $ 63,831 19.9%
5.67% Money Global Proxy Unit, A5NW
Market Asset P.O. Box 1631
Backed Notes Boston, MA 02105-1631
Class A-2 Chase Manhattan Bank $151,600 53.5%
6.30% Asset Two Chase Manhattan Plaza
Backed Notes 5th Floor
New York, NY 10081
Class A-2 Chase Manhattan Bank/ $ 21,000 7.4%
6.30% Asset Chemical
Backed Notes Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
<PAGE>
<Page 4>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT (CONT)
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
Class A-2 Citicorp Services, Inc. $ 15,000 5.3%
6.30% Asset P. O. Box 30576
Backed Notes Tampa, FL 33630-3576
Class A-2 SSB-Custodian $ 53,800 19.0%
6.30% Asset Global Proxy Unit, A5NW
Backed Notes P.O.Box 1631
Boston, MA 02105-1631
Class A-3 Bank of New York (The) $ 32,104 14.6%
6.50% Asset 925 Patterson Plank Road
Backed Notes Secaucus, NJ 07094
Class A-3 Bankers Trust Company $ 22,330 10.2%
6.50% Asset c/o BT Services Tennessee,
Backed Notes Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Class A-3 Boston Safe Deposit & $ 34,960 15.9%
6.50% Asset Trust Co.
Backed Notes c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Class A-3 Chase Manhattan Bank $ 28,020 12.8%
6.50% Asset Two Chase Manhattan Plaza
Backed Notes 5th Floor
New York, NY 10081
Class A-3 Fleet Bank of $ 16,790 7.7%
6.50% Asset Massachusetts, NA
Backed Notes c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Class A-3 SSB-Custodian $ 32,765 14.9%
6.50% Asset Global Proxy Unit, A5NW
Backed Notes P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
<Page 5>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT (CONT)
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
Class A-4 Bank of New York (The) $ 32,547 17.6%
6.75% Asset 925 Patterson Plank Road
Backed Notes Secaucus, NJ 07094
Class A-4 Bankers Trust Company $ 69,017 37.4%
6.75% Asset c/o BT Services Tennessee,
Backed Notes Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Class A-4 First National Bank of $ 10,476 5.7%
6.75% Asset Chicago
Backed Notes One First National Plaza
Suite 0417
Chicago, IL 60670
Class A-4 SSB-Custodian $ 9,813 5.3%
6.75% Asset Global Proxy Unit, A5NW
Backed Notes P.O. Box 1631
Boston, MA 02105-1631
*As of March 4, 1997
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
<PAGE>
<Page 6>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 3.1 Certificate of Limited Partner- Filed as Exhibit 3.1
ship of Ford Credit Auto Receive- to the Limited
ables Two L.P. (the "Limited Partnership's
Partnership"). Registration Statement on
Form S-3 (33-1245)
and incorporated herein
by reference.
Exhibit 3.2 Amended and Restated Limited Filed as Exhibit 3.2
Partnership Agreement between to Ford Credit Auto
Ford Credit Auto Receivables Two, Owner Trust 1996-A
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 Partner. 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 Partner. Filed as Exhibit 3.4
to the Limited
Partnership's
Registration Statement on
Form S-3 (33-1245)
and incorporated herein
by reference.
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of June 1, 1996 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 1996-A
1996-A (the "Trust") and The Current Report on Form
Chase Manhattan Bank, as 8-K dated June 20, 1996
successor trustee to Chemical and incorporated herein
Bank ("Indenture Trustee") by reference.
<PAGE>
<Page 7>
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.2 Conformed copy of Restated Filed as Exhibit 4.2
Trust Agreement between the to Ford Credit Auto
Limited Partnership and PNC Owner Trust 1996-A
Bank, Delaware ("Owner Current Report on Form
Trustee"). 8-K dated June 20, 1996
and incorporated herein
by reference.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 1996. Trust 1996-A Current
Report on Form 8-K
dated July 11, 1996 and
incorporated herein by
reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 1996 Trust 1996-A Current
Report on Form 8-K
dated August 15, 1996
and incorporated
herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 1996. Trust 1996-A Current
Report on Form 8-K
dated September 12, 1996
and incorporated herein
by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 1996. Trust 1996-A Current
Report on Form 8-K
dated October 14, 1996
and incorporated herein
by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 1996. Trust 1996-A Current
Report on Form 8-K
dated November 14, 1996
and incorporated herein
by reference.
<PAGE>
<Page 8>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 1996. Trust 1996-A Current
Report on Form 8-K
dated December 17, 1996
and incorporated herein
by reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 1996. Trust 1996-A Current
Report on Form 8-K
dated January 17, 1997
and incorporated herein
by reference.
Exhibit 19.8 Prospectus dated June 11, Filed with the Commission
1996 relating to the pursuant to Rule 424(b)(2)
issuance of the Class A-1, on June 14, 1996 and
Class A-2, Class A-3 and incorporated herein
Class A-4 Notes. by reference.
Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
June 1, 1996 among the Limited Owner Trust 1996-A
Partnership, Ford Credit and Current Report on Form
the Trust. 8-K dated June 20, 1996
and incorporated herein
by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of June 1, 1996 to Ford Credit Auto
among Ford Credit, as administrator, Owner Trust 1996-A
the Indenture Trustee and the Current Report on Form
Owner Trustee. 8-K dated June 20, 1996
and incorporated herein
by reference.
Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
June 1, 1996 between Ford Owner Trust 1996-A
Credit and the Limited Current Report on Form
Partnership. 8-K dated June 20, 1996
and incorporated herein
by reference.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.<PAGE>
<Page 9>
(b) Reports on Form 8-K
Date of Report Item
June 20, 1996 Item 5 - Other Events
July 11, 1996 Item 5 - Other Events
August 15, 1996 Item 5 - Other Events
September 12, 1996 Item 5 - Other Events
October 14, 1996 Item 5 - Other Events
November 14, 1996 Item 5 - Other Events
December 17, 1996 Item 5 - Other Events
January 16, 1997 Item 5 - Other Events
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ford Credit Auto Receivables Two L.P.
(Registrant)
By: Ford Credit Auto Receivables
Two, Inc., General Partner
Date: March 25, 1997 By:/s/R. P. Conrad
---------------------------------
Assistant Secretary
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<Page 10>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Method of Filing
- ------- ---------------------- ----------------
Exhibit 3.1 Certificate of Limited Partner- *
ship.
Exhibit 3.2 Amended and Restated Limited *
Partnership Agreement between
the General Partner and
Ford Credit.
Exhibit 3.3 Certificate of Incorporation of *
of the General Partner.
Exhibit 3.4 By-Laws of the General Partner. *
Exhibit 4.1 Conformed copy of Indenture *
dated as of June 1, 1996 between
the Trust and Indenture Trustee
<PAGE>
<Page 11>
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.2 Conformed copy of Restated *
Trust Agreement between the
Limited Partnership and
PNC Bank, Delaware ("Owner
Trustee").
Exhibit 19.1 Distribution Date Statement *
for Collection Period
ended June 30, 1996.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended July 31, 1996
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended August 31, 1996.
Exhibit 19.4 Distribution Date Statement *
for Collection Period
ended September 30, 1996.
Exhibit 19.5 Distribution Date Statement *
for Collection Period
ended October 31, 1996.
<PAGE>
<Page 12>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.6 Distribution Date Statement *
for Collection Period
ended November 30, 1996.
Exhibit 19.7 Distribution Date Statement *
for Collection Period
ended December 31, 1996.
Exhibit 19.8 Prospectus dated June 11, *
1996 relating to the
issuance of the Class A-1,
Class A-2, Class A-3 and
Class A-4 Notes.
Exhibit 99.1 Conformed copy of Sale and *
Servicing Agreement dated as of
June 1, 1996 among the Limited
Partnership, Ford Credit and
the Trust.
Exhibit 99.2 Conformed copy of Administration *
Agreement dated as of June 1, 1996
among Ford Credit, as administrator,
the Indenture Trustee and the
Owner Trustee.
Exhibit 99.3 Conformed copy of Purchase *
Agreement dated as of
June 1, 1996 between Ford
Credit and the Limited
Partnership.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables.
- ----------------
*Previously Filed
<PAGE>
Exhibit 99
Selected Information
Ford Credit Auto Owner Trust 1996-A
through December 31, 1996
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<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4
5.67% 6.30% 6.50% 6.75%
Asset Asset Asset Asset
Backed Backed Backed Backed
Notes Notes Notes Notes
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Principal
Paid $241,778,284.32 $ - $ - $ -
Interest
Paid $ 6,927,238.61 $ 10,154,382.88 $ 8,110,446.30 $ 7,095,831.59
- ------------------
Total Servicing Fees Paid: $ 5,512,577.50
</TABLE>
