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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2006
Ford Motor Credit Company
(Sponsor)
Ford Credit Auto Receivables Two LLC
(Depositor)
Ford Credit Auto Owner Trust 2006-B
(Issuing Entity)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
| 333-131003 | 41-6547775 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| One American Road, Dearborn, Michigan | 48126 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code313-594-3495
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 8.01. Other Events. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | ||||||||
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Item 8.01. Other Events.
In connection with the issuance by Ford Credit Auto Owner Trust 2006-B (the “Trust”) of asset backed securities described in the Prospectus Supplement dated August 22, 2006 and the Prospectus dated August 21, 2006, which were filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2), Ford Credit Auto Receivables Two LLC (“FCAR Two”) is filing the exhibit listed in Item 9.01(d) below.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits
| Exhibit No. | Description | |
| Exhibit 8.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated as of August 29, 2006 with respect to tax matters. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ford Credit Auto Owner Trust 2006-B | ||||
| By: | FORD MOTOR CREDIT COMPANY, | |||
| as Servicer | ||||
| By: | /s/ Q. Gwynn Lam | |||
| Q. Gwynn Lam | ||||
| Assistant Secretary | ||||
Date: August 29, 2006
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EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 8.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated as of August 29, 2006 with respect to tax matters. |