ITEM 1. BUSINESS
For a discussion of the business of the Issuer see (i) the Prospectus dated October 9, 1996 filed as Exhibit 19.4 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.3 to this Report and incorporated herein by reference.
ITEM 2.
ITEM 2. PROPERTIES
For a discussion of the properies of the Issuer see (i) the Prospectus dated October 9, 1996 filed as Exhibit 19.4 to this Report and incorporated herein by reference and (ii) the Distribution Date Statements filed as Exhibits 19.1 through 19.3 to this Report and incorporated herein by reference
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report. ITEM II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There were 13 holders of Class A-1 5.5138% Money Market Asset Backed Notes, 11 holders of Class A-2 5.90% Asset Backed Notes, 23 holders of Class A-3 6.10% Asset Backed Notes, and 29 holders of Class A-4 6.30% Asset Backed Notes as of March 4, 1997. There is no established public trading market for the Notes.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Nothing to report.
PART III
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 5.5138% Money Bank of New York (The) $ 90,500 29.2% Market Asset 925 Patterson Plank Rd. Backed Notes Secaucus, NJ 07094 Class A-1
5.5138% Money Boston Safe Deposit & $ 16,000 5.2% Market Asset Trust Co. Backed Notes Three Mellon Bank Center Class A-1 Room 153-3015 Pittsburgh, PA 15259
5.5138% Money Chase Manhattan Bank $ 50,000 16.1% Market Asset Two Chase Manhattan Plaza Backed Notes 5th Floor Class A-1 New York, NY 10081
5.5138% Money SSB-Custodian $102,000 32.9% Market Asset Global Proxy Unit, A5NW Backed Notes P.O. Box 1631 Class A-1 Boston, MA 02105-1631
5.90% Asset Bankers Trust Company $ 40,000 13.5% Backed Notes c/o BT Services Tennessee, Class A-2 Inc. Custody Services 648 Grassmere Park Road Nashville, TN 37211
5.90% Asset Boston Safe Deposit & $ 21,120 7.1% Backed Notes Trust Co. Class A-2 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
5.90% Asset Chase Manhattan Bank $ 87,000 29.5% Backed Notes Two Chase Manhattan Plaza Class A-2 5th Floor New York, NY 10081
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONT) (3) Amount at orig- inal issuance and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 5.90% Asset Chase Manhattan Trust $ 16,000 5.4% Backed Notes Two Chase Manhattan Plaza Class A-2 5th Floor New York, NY 10081
5.90% Asset SSB-Custodian $114,900 38.9% Backed Notes Global Proxy Unit, A5NW Class A-2 P.O.Box 1631 Boston, MA 02105-1631
6.10% Asset Bank of New York (The) $ 17,105 6.8% Backed Notes 925 Patterson Plank Road Class A-3 Secaucus, NJ 07094
6.10% Asset Bankers Trust Company $ 15,680 6.2% Backed Notes c/o BT Services Tennessee, Class A-3 Inc. Custody Services 648 Grassmere Park Road Nashville, TN 37211
6.10% Asset Boston Safe Deposit & $ 46,790 18.6% Backed Notes Trust Co. Class A-3 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259
6.10% Asset Citicorp Services, Inc. $ 15,225 6.1% Backed Notes P.O. Box 30576 Class A-3 Tampa, FL 33630-3576
6.10% Asset First National Bank of $ 15,000 6.0% Backed Notes Chicago Class A-3 One First National Plaza, Suite 0417 Chicago, IL 60670
6.10% Asset SSB-Custodian $106,300 42.3% Backed Notes Global Proxy Unit, A5NW Class A-3 P.O. Box 1631 Boston, MA 02105-1631
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 - ----------------------------------------------------------------------
6.30% Asset Bankers Trust Company $ 11,590 7.7% Backed Notes c/o BT Services Tennessee, Class A-4 Inc. Custody Services 648 Grassmere Park Road Nashville, TN 37211
6.30% Asset Chase Manhattan Bank $ 25,000 16.6% Backed Notes Two Chase Manhattan Plaza Class A-4 5th Floor New York, NY 10081
6.30% Asset Citicorp Services, Inc. $ 37,250 24.7% Backed Notes P.O. Box 30576 Class A-4 Tampa, FL 33630-3576
6.30% Asset Investors Bank & Trust/ $ 8,000 5.3% Backed Notes M.F. Custody Class A-4 89 South Street 6th Floor Corp. Action Dept. Boston, MA 02111
6.30% Asset SSB-Custodian $ 27,034 17.9% Backed Notes Global Proxy Unit, A5NW Class A-4 P.O. Box 1631 Boston, MA 02105-1631
*As of March 4, 1997
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)3. Exhibits
Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 3.1 Certificate of Limited Partner- Filed as Exhibit 3.1 ship of Ford Credit Auto Receive- to the Limited ables Two L.P. (the "Limited Partnership's Partnership"). Registration Statement on Form S-3 (33-1245) and incorporated herein by reference.
Exhibit 3.2 Amended and Restated Limited Filed as Exhibit 3.2 Partnership Agreement between to Ford Credit Auto Ford Credit Auto Receivables Two, Owner Trust 1996-A's Inc. ("General Partner") and Current Report on Form Ford Motor Credit Company ("Ford 8-K dated June 20, 1996 Credit"). and incorporated herein by reference.
Exhibit 3.3 Certificate of Incorporation of Filed as Exhibit 3.3 of the General Parnter. to the Limited Partnership's Registration Statement on Form S-3 (33-1245) and incorporated herein by reference.
Exhibit 3.4 By-Laws of the General Parnter. Filed as Exhibit 3.4 to the Limited Partnership's Registration Statement on Form S-3 (33-1245) and incorporated herein by reference.
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1 dated as of October 1, 1996 between to Ford Credit Auto Ford Credit Auto Owner Trust Owner Trust 1996-B 1996-B (the "Trust") and The Current Report on Form Chase Manhattan Bank, as 8-K dated October 17,1966 ("Indenture Trustee") and incorporated herein by reference.
Designation Description Method of Filing - ----------- ----------- ----------------
Exhibit 4.2 Conformed copy of Restated Filed as Exhibit 4.2 Trust Agreement between to Ford Credit Auto the Limited Partnership Owner Trust 1996-B and PNC Bank, Delaware Current Report on Form ("Owner Trustee") 8-K dated October 17, 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 October 31, 1996. Trust 1996-B Current Report on Form 8-K dated November 14, 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 November 30, 1996 Trust 1996-B Current Report on Form 8-K dated December 17, 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 December 31, 1996. Trust 1996-B Current Report on Form 8-K dated January 16, 1996 and incorporated herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing - ----------- ----------- -----------------
Exhibit 19.4 Prospectus dated October 9, Filed with the Commission 1996 relating to the pursuant to Rule 424(b)(2) issuance of the Class A-1, on October 10, 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 October 1, 1996 among the, Owner Trust 1996-B Limited Partnership, Ford Current Report on Form Credit and the Trust. 8-K dated October 17, 1996 and incorporated herein by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2 Agreement dated as of October 1, to Ford Credit Auto 1996 among Ford Credit, as Owner Trust 1996-B administrator, the Indenture Current Report on Form Trustee and the Owner Trustee. 8-K dated October 17, 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 October 1, 1996 between Ford Owner Trust 1996-B Credit and the Limited Current Report on Form Partnership. 8-K dated October 17, 1996 and incorporated herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing - ----------- ----------- -----------------
Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables.
(b) Reports on Form 8-K
Date of Report Item
October 17, 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 27, 1997 By:/s/R. P. Conrad --------------------------------- Assistant Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit Method of Filing - ------- ---------------------- ---------------- Exhibit 3.1 Certificate of Limited Partner- ship of Ford Credit Auto Receive- ables Two L.P. (the "Limited Partnership").
Exhibit 3.2 Amended and Restated Limited Partnership Agreement between Ford Credit Auto Receivables Two, Inc. ("General Partner") and Ford Motor Credit Company ("Ford Credit").
Exhibit 3.3 Certificate of Incorporation of of the General Parnter.
Exhibit 3.4 By-Laws of the General Parnter.
Exhibit 4.1 Conformed copy of Indenture dated as of October 1, 1996 between Ford Credit Auto Owner Trust 1996-B (the "Trust") and The Chase Manhattan Bank, as successor trustee to Chemical Bank ("Indenture Trustee")
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 October 31, 1996.
Exhibit 19.2 Distribution Date Statement for Collection Period ended November 30, 1996
Exhibit 19.3 Distribution Date Statement for Collection Period ended December 31, 1996.
Exhibit 19.4 Prospectus dated October 9 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 October 1, 1996 among the, Limited Partnership, Ford Credit and the Trust.
Exhibit 99.2 Conformed copy of Administration Agreement dated as of October 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 October 1, 1996 between Ford Credit and the Limited Partnership.
Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables.
- ---------------- *Previously Filed
ITEM 14. (Continued)
Designation Description Method of Filing - ----------- ----------- -----------------
Exhibit 19.8 Prospectus dated October 9 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 October 1, 1996 among the, Limited Partnership, Ford Credit and the Trust.
Exhibit 99.2 Conformed copy of Administration Agreement dated as of October 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 October 1, 1996 between Ford Credit and the Limited Partnership.
Exhibit 99.4 Selected Information Filed with this report. Relating to the Receivables.
- ---------------- *Previously Filed