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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 31, 1997
FORD CREDIT AUTO OWNER TRUST Series 1997-B
(Ford Credit Auto Receivables Two L.P. - Originator)
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(Exact name of registrant as specified in its charter)
Delaware 333-1245 38-3295857
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(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation I.D. No.)
The American Road, Dearborn, Michigan 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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Item 5. Other Events
In connection with the registration under the Securities Act of 1933,
as amended, by Ford Credit Auto Receivables Two L.P. ("FCARTLP") of
$5,000,000,000 aggregate principal amount of Asset Backed Securities and the
issuance by Ford Credit Auto Owner Trust 1997-B (the "Trust") of
$1,700,006,978.96 aggregate principal amount of such Asset Backed Securities
designated as $490,000,000 Class A-1 5.748% Asset Backed Notes, $388,000,000
Class A-2 5.95% Asset Backed Notes, $514,000,000 Class A-3 6.05% Asset Backed
Notes, $189,004,978.96 Class A-4 6.15% Asset Backed Notes, $93,501,000 Class B
6.40% Asset Backed Notes and $25,501,000 6.65% Asset Backed Certificates
pursuant to the Prospectus dated October 24, 1997 and the Prospectus Supplement
dated October 24, 1997 filed with the Securities and Exchange Commission
pursuant to its Rule 424(b)(2), FCARTLP is filing as exhibits to this Current
Report on Form 8-K, (i) a conformed copy of Indenture dated as of October 1,
1997 between the Trust and The Chase Manhattan Bank ("Indenture Trustee"), (ii)
a conformed copy of the Amended and Restated Trust Agreement dated as of
October 1, 1997 between FCARTLP and PNC Bank, Delaware, (iii) a conformed copy
of Purchase Agreement dated as of October 1, 1997 between Ford Motor Credit
Company ("Ford Credit") and FCARTLP, (iv) opinion of Skadden, Arps, Slate,
Meagher & Flom LLP with respect to certain federal income tax matters, (v)
opinion of J. D. Bringard, General Counsel of Ford Credit, relating to certain
Michigan tax matters, (vi) a conformed copy of the Sale and Servicing Agreement
dated as of October 1, 1997 among FCARTLP, Ford Credit and the Trust, (vii) a
conformed copy of Administration Agreement dated as of October 1, 1997 among
the Trust, Ford Credit, as administrator, and the Indenture Trustee and (viii)
the Appendix A - Defined Terms. Such exhibits are incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
EXHIBITS
Designation Description Method of
Filing
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Exhibit 4.1 Conformed copy of the Indenture Filed with
dated as of October 1, 1997 between this Report.
the Trust and Indenture Trustee.
Exhibit 4.2 Conformed copy of the Amended and Filed with
Restated Trust Agreement dated as this Report.
of October 1, 1997 between FCARTLP
and PNC Bank, Delaware.
Exhibit 8.1 Opinion of Skadden, Arps, Slate, Filed with
Meagher & Flom LLP with respect to this Report.
certain federal income tax matters.
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Designation Description Method of
Filing
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Exhibit 8.2 Opinion of J. D. Bringard, General Filed with
Counsel of Ford Credit relating to this Report.
certain Michigan tax matters.
Exhibit 23.1 Consent of Skadden, Arps, Slate,
Meagher & Flom LLP (included as part
of Exhibit 8.1).
Exhibit 23.2 Consent of J.D. Bringard, General
Counsel of Ford Credit (included
as part of Exhibit 8.2).
Exhibit 99.1 Conformed copy of the Sale and Filed with
Servicing Agreement dated as of this Report.
October 1, 1997 among FCARTLP,
Ford Credit and the Trust.
Exhibit 99.2 Conformed copy of the Administration Filed with
Agreement dated as of October 1, 1997 this Report.
among Ford Credit, as administrator,
the Indenture Trustee and the Trust.
Exhibit 99.3 Conformed copy of the Purchase Filed with
Agreement dated as of October 1, 1997 this Report.
between Ford Credit and FCARTLP.
Exhibit 99.4 Appendix A - Defined Terms. Filed with
this Report.
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 thereunto duly authorized on the date indicated.
Ford Credit Auto Receivables Two L.P.
(Registrant)
By: Ford Credit Auto Receivables
Two, Inc., General Partner
Date: November 4, 1997 By:/s/R. P. Conrad
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Assistant Secretary
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EXHIBIT INDEX
Designation Description
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Exhibit 4.1 Conformed copy of the Indenture
dated as of October 1, 1997 between
the Trust and Indenture Trustee.
Exhibit 4.2 Conformed copy of the Amended and
Restated Trust Agreement dated as of
October 1, 1997 between FCARTLP and PNC
Bank, Delaware.
Exhibit 8.1 Opinion of Skadden, Arps, Slate,
Meagher & Flom LLP with respect to
certain federal income tax matters.
Exhibit 8.2 Opinion of J. D. Bringard, General
Counsel of Ford Credit, relating to
certain Michigan tax matters.
Exhibit 23.1 Consent of Skadden, Arps, Slate,
Meagher & Flom LLP (included as part
of Exhibit 8.1).
Exhibit 23.2 Consent of J.D. Bringard, General
Counsel of Ford Credit (included
as part of Exhibit 8.2).
Exhibit 99.1 Conformed copy of the Sale and Servicing
Agreement dated as of October 1, 1997
among FCARTLP, Ford Credit and the
Trust.
Exhibit 99.2 Conformed copy of the Administration
Agreement dated as of October 1, 1997
among Ford Credit, as administrator,
the Indenture Trustee and the Trust.
Exhibit 99.3 Conformed copy of the Purchase Agreement
dated as of October 1, 1997 between
Ford Credit and FCARTLP.
Exhibit 99.4 Appendix A - Defined Terms.