SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
CHASE MANHATTAN BANK USA, N.A.
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(Originator of the Trust referred to herein)
(Exact name of registrant as specified in its charter)
CHASE MANHATTAN AUTO GRANTOR TRUST 1996-B
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(Issuer with respect to Certificates)
for the fiscal year 333-7575
year ended December 31, 1996 Commission File Number
Delaware 13-2633612
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
802 Delaware Avenue, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip code)
(302) 575-5033
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) 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. Yes: X No:
The Issuer has no voting stock or class of common stock outstanding as of
the date of this report.
Registrant has not been involved in bankruptcy proceedings during the preceding
five years.
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Chase Manhattan Auto Grantor Trust 1996-B (the "Trust") was formed
pursuant to a Pooling and Servicing Agreement (the "Agreement") between
Chase Manhattan Bank USA, National Association, as Seller and Servicer, and
an unrelated trustee (the "Trustee"). The Asset Backed Certificates of the
Trust represent the beneficial ownership interest in the Trust. The Trust
files reports pursuant to Sections 13 and 15(d) of the Securities Exchange Act
of 1934, as amended, in the manner described in "no-action" letters submitted
to the Office of Chief Counsel on behalf of the originators of comparable
trusts. Accordingly, responses to certain items have been omitted from or
modified in this Annual Report.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
The assets of the Trust consist of, among other things, a segregated pool
of simple interest retail installment sales contracts and purchase money loans
(the "Receivables") secured by new and used automobiles and light-duty trucks.
Information regarding the Trust is included in the monthly report to
Certificateholders for the month of December 1996 filed on Form 8-K on
December 23, 1996.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings with
respect to the Trust, involving the Trust, Norwest Bank Minnesota,
National Association (the "Trustee"), Chase Manhattan Bank USA, N.A.
(the "Servicer") or the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the knowledge of the registrant, the Certificates are traded in
the over-the-counter market to a limited extent.
The records of the Trust indicate that as of December 31, 1996, there
was one Certificateholder of record.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
As of December 31, 1996, there were seven beneficial owners holding
more than 5% of the Series 1996-B Certificates.
Item 13. Certain Relationships and Related Transactions.
Omitted.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports of Form 8-K.
(a) The following documents are filed as part of this Annual Report
on Form 10-K:
Exhibit Number Description
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99.1 Annual Servicer's Certificate for the year
ended December 31, 1996.
99.2 Annual Statement of Compliance for the year ended
December 31, 1996.
99.3 Annual Independent Public Accountant's Servicing
Statement for the year ended December 31, 1996.
(b), (c), (d) Omitted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: March 31, 1997
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
As Servicer
By: /s/ Keith Schuck
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Name: Keith Schuck
Title: Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
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INDEX TO EXHIBITS
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Exhibit Number Description
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99.1 Annual Servicer's Certificate for the
year ended December 31, 1996.
99.2 Annual Statement of Compliance for
the year ended December 31, 1996.
99.2 Annual Independent Public
Accountant's Servicing Statement
for the year ended December 31, 1996.
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Exhibit 99.1
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ANNUAL SERVICER'S CERTIFICATE
CHASE MANHATTAN BANK USA, N.A.
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Chase Manhattan Grantor Trust 1996-B
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The undersigned, a duly authorized representative of Chase
Manhattan Bank USA, N.A. ("Chase USA"), as Servicer pursuant to the Pooling
and Servicing Agreement dated as of September 1, 1996 (the "Pooling and
Servicing Agreement") by and between Chase USA and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"), does hereby certify that:
1. A review of the activities of the Servicer during the
period from September 1, 1996 until December 31, 1996 was conducted
under my supervision.
2. Based on such review, the Servicer has, to the best of my
knowledge, fully performed in all material respects all its obligations
under the Pooling and Servicing Agreement throughout such period and no
material default in the performance of such obligations has occurred or
is continuing except as set forth in paragraph 3 below.
3. None
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 27th day of March 1997.
/s/ Keith Schuck
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Keith Shuck
Vice President
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Exhibit 99.2
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Letterhead of The Chase Manhattan Bank
Chase Manhattan Bank USA, N.A.
Wilmington, DE
March 27, 1997
Management Report on Internal Control Over Servicing of Securitized
Automobile Financing Receivables
Management of Chase Manhattan Bank USA, N.A. is responsible for
establishing and maintaining an effective system of internal control over
servicing of securitized automobile financing receivables, which is designed
to provide reasonable assurance regarding the proper servicing of securitized
automobile financing receivables. The system contains self-monitoring
mechanisms, and actions are taken to correct deficiencies as they are
identified.
There are inherent limitations in the effectiveness of any system
of internal control, including the possibility of human error and the
circumvention or overriding of controls. Accordingly, even an effective
internal control system can provide only reasonable assurance with respect to
servicing of securitized automobile financing receivables. Further, because
of changes in conditions, the effectiveness of an internal control system may
vary over time.
Management of Chase Manhattan Bank USA, N.A. assessed its system
of internal control over servicing of securitized automobile financing
receivables as of December 31, 1996 in relation to criteria for effective
internal control described in "Internal Control - Integrated Framework"
issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management believes that, as of
December 31, 1996, Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized automobile financing
receivables.
/s/Keith Schuck
Keith Schuck
Vice President
Chase Manhattan Bank USA, N.A.
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Exhibit 99.3
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Letterhead of Price Waterhouse LLP 1177 Avenue of the Americas
New York, NY 10036
Telephone 212-596-7000
Facsimile 212-596-8910
Report of Independent Accountants
March 27, 1997
To the Board of Directors of
The Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31, 1996, The
Chase Manhattan Bank USA, N.A. maintained an effective system of internal
control over servicing of securitized automobile financing receivables,
included in the accompanying Management Report on Internal Control Over
Servicing of Securitized Automobile Financing Receivables.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control structure over servicing
of securitized automobile financing receivables, testing and evaluating the
design and operating effectiveness of the internal control structure, and
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the system of internal control over servicing of securitized
automobile financing receivables to future periods are subject to the risk that
the internal control structure may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate. In our opinion, management's assertion that, as of
December 31, 1996, The Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized automobile financing
receivables, is fairly stated, in all material respects,based upon the criteria
for effective internal control described in "Internal Control - Integrated
Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
This report is intended solely for the information and use of the Board of
Directors and management of The Chase Manhattan Bank USA, N.A. and Norwest
Bank of Minnesota, National Association as Trustee and Collateral Agent for
the Chase Manhattan Grantor Trust 1996-B, and should not be used for any
other purpose, except that copies may be distributed by the Trustee to
Certificateholders, Standard & Poor's Corporation, Moody's Investor Service,
Inc. and Fitch Investors Service, L.P.
Signed: Price Waterhouse LLP
