<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934.
For the Fiscal Year Ended: December 31, 1999
OR
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
----- -----
Commission file number 333-07575
Chase Manhattan Auto Owner Trust 1997-B (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact name of registrant as specified in its charter)
USA 22-2382028
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
802 Delaware Avenue, Wilmington, DE 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5033
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which Registered
NONE N/A
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by 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 last 90 days: YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K or any amendment to this Form 10-K. X
-----
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrants. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a specified
date within 60 days prior to the date of filing.
The registrant has no voting or non-voting common stock outstanding as of
the date of this report. The registrant is a trust that has issued
certificates of beneficial interest in the trust assets.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 31, 1980).
None.
<PAGE>
Introductory Note
Chase Manhattan Auto Owner Trust 1997-B (the "Trust") was formed
pursuant to a Trust Agreement (the "Agreement") between Chase Manhattan Bank
USA, National Association (the "Bank"), as seller and servicer, and an unrelated
trustee (the "Trustee"). The Trust files reports pursuant to Section 13 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
in the manner described in "no-action" letter 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 on Form 10-K.
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain auto loan receivables from the Bank
pursuant to a Sale and Servicing Agreement. The aggregate principal balance of
the receivables, as of December 31, 1999, was $251,037,801.00.
The Trust also holds a reserve account, pursuant to the Sale and
Servicing Agreement. The principal balance of the reserve account, as of
December 31, 1999, was $7,531,134.02.
The aggregate balance of receivables that were 60 or more days past
due, as of December 31, 1999, was $2,238,887.32, or 0.892% of the receivables by
principal balance.
The aggregate amount of principal charge-offs, net of recoveries, for
the year ended December 31, 1999, was $3,017,213.23, or 0.8252% of the average
aggregate outstanding principal balance of the receivables for that year.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings with
respect to the Trust, the Trustee or The Bank.
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.
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Part II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters
The registrant has no voting stock or class of common stock outstanding
as of the date of this report. The beneficial interest in the Trust is
represented by certificates of beneficial interest (the "Certificates"). The
registrant is also the issuer of two outstanding classes of asset backed notes
("Notes"). To the knowledge of the registrant , the Certificates are traded in
the over-the-counter market to a limited extent.
As of December 31, 1999, all of the Certificates were registered in the
name of CEDE and Co. The registrant understands that CEDE and Co. is the nominee
for the Depository Trust Company ("DTC"). The registrant further understands
that DTC has no knowledge of the actual beneficial owners of the Certificates
held of record by CEDE & Co., and that DTC knows only the identity of the
participants to those whose accounts such Certificates are credited, who may or
may not be the beneficial owners of the Certificates.
The records provided to the Trust by DTC indicate that as of December
31, 1999, the number of holders of record for each class of securities issued by
the Trust were as follows:
Class # of Holders
--------- ------------------
A3 27
A4 19
A5 13
Certificates 6
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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
The records of DTC indicate that at December 31, 1999, there were 15
participants in the DTC system that held positions in a class of securities of
the Trust equal to more than 5% of the total principal amount of a class of
securities outstanding on that date:
<TABLE>
<CAPTION>
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Name & Address of Participant Original Certificate % of Class
Principal Balance
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A-3 Bank of New York (The) 28,990,000 12.77%
925 Patterson Plank Rd.
Secaucus, NJ 07094
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Bankers Trust Company 12,115,000 5.34%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
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Boston Safe Deposit and Trust 50,095,000 22.07%
Company
C/O Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
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Chase Manhattan Bank 71,300,000 31.41%
4 New York Plaza
13th Floor
New York, NY 10004
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Class A-4 Bank of New York (The) 10,750,000 8.08%
925 Patterson Plank Rd.
Secaucus, NJ 07094
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Bankers Trust Company 11,100,000 8.35%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
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Chase Manhattan Bank 64,500,000 48.50%
4 New York Plaza
13th Floor
New York, NY 10004
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</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
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State Street Bank and Trust 12,000,000 9.02%
Company
1776 Heritage Dr.
Global Corporate Action Unit
JAB 5NW
No. Quincy, MA 02171
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Class A-5 Bankers Trust Company 49,350,000 70.50%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
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Northern Trust Company (The) 7,250,000 10.35%
801 S. Canal C-IN
Chicago, IL 60607
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Salomon Smith Barney Inc. 5,250,000 7.50%
333 W. 34th Street
New York, NY 10001
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Certificate Chase Manhattan Bank 17,148,000 58.83%
4 New York Plaza
13th Floor
New York, NY 10004
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FUNB - Phila. Main 2,000,000 6.86%
123 South Broad Street
Philadelphia, PA 19109
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Investors Bank & Trust/M.F. 5,850,000 20.07%
Custody
200 Clarendon Street
15th Fl Hancock Tower
Boston, MA 02116
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State Street Bank and Trust 2,000,000 6.86%
Company
1776 Heritage Dr.
Global Corporate Action Unit
JAB 5NW
No. Quincy, MA 02171
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</TABLE>
Item 13. Certain Relationships and Related Transactions
None.
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Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K
(a) Exhibits. The following documents are filed as part
of this Annual Report on Form 10-K.
Exhibit Number Description
-------------- ----------------
23.1 Consent of Independent Accountants.
28.1 Annual Management Report on Internal Controls
28.2 Annual Servicer's Certificate pursuant to
Section 4.10 of the Agreement.
28.3 Annual Independent Accountants' Servicing Reports
pursuant to Section 4.11 of the Agreement.
28.4 Annual Issuer's Certificate of Compliance with
the Indenture.
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K in 1999:
Date Items Reported Financial Statements
- ------------ ------------------ -----------------------------
2/4/1999 5, 7 Monthly report to certificateholders
dated 1/15/1999
3/16/1999 5, 7 Monthly report to certificateholders
dated 2/15/99
6/23/1999 5, 7 Monthly report to certificateholders
dated 3/15/1999, 4/15/1999 and 5/17/1999
6/30/1999 5, 7 Monthly report to certificateholders
dated 6/15/1999
7/30/1999 5, 7 Monthly report to certificateholders
dated 7/15/1999
8/27/1999 5, 7 Monthly report to certificateholders
dated 8/16/1999
9/30/1999 5, 7 Monthly report to certificateholders
dated 9/15/1999
10/29/1999 5, 7 Monthly report to certificateholders
dated 10/15/1999
11/30/1999 5, 7 Monthly report to certificateholders
dated 11/15/1999
12/23/1999 5, 7 Monthly report to certificateholders
dated 12/15/1999
<PAGE>
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.
Dated: March 29, 2000
Chase Manhattan Auto Owner Trust 1997-B
by: Chase Manhattan Bank USA,
National Association
By: /s/ Patricia Garvey
-----------------------------------
Name: Patricia Garvey
Title: Vice President
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INDEX TO EXHIBITS
Exhibit Number: Description:
- ---------------- ------------------------
23.1 Consent of Independent Accountants
28.1 Annual Management Report on Internal Controls
28.2 Annual Servicer's Certificate pursuant to Section 4.10
of the Agreement
28.3 Annual Independent Accountant's Servicing Reports
pursuant to Section 4.11 of the Agreement
28.4 Annual Issuer's Certificate of Compliance with the
Indenture
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statement on Form S-3 (No. 333-07575) of
Chase Manhattan Bank USA, National Association of our report dated March 15,
2000 appearing as Exhibit 23.1 of this Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
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PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 2000
<PAGE>
Exhibit 28.1
[Chase Manhattan Bank USA, N.A. Logo]
Chase Manhattan Bank USA, N.A.
Wilmington, DE
March 15, 2000
Management Report on Internal Control Over Servicing of Securitized Automobile
Financing Receivables
Management of The 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 The Chase Manhattan Bank USA, N.A. assessed its system of internal
control over servicing of securitized automobile financing receivables as of
December 31, 1999 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, 1999, the 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.
<PAGE>
Exhibit 28.2
ANNUAL SERVICER'S CERTIFICATE
CHASE MANHATTAN BANK USA, N.A.
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Chase Manhattan Owner Trust 1997-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 Sale and Servicing
Agreement dated as of June 1, 1997 (the "Sale 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
January 1, 1999 until December 31, 1999 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 Sale 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 15th day of March 2000.
/s/ Keith Schuck
-------------------------
Keith Schuck
Vice President
<PAGE>
Exhibit 28.3
Report of Independent Accountants
March 15, 2000
To the Board of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31, 1999,
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 over servicing of securitized automobile financing receivables,
testing and evaluating the design and operating effectiveness of the
internal control, 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, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over financial reporting to future
periods are subject to the risk that the internal control 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, 1999,
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.
/s/ PRICEWATERHOUSECOOPERS LLP
---------------------------------------
<PAGE>
Exhibit 28.4
CHASE MANHATTAN AUTO OWNER TRUST 1997-B
ANNUAL ISSUER'S CERTIFICATE
of
COMPLIANCE WITH INDENTURE
The undersigned certifies that he is an Authorized Officer of
Wilmington Trust Company, as Owner Trustee for Chase Manhattan Auto Owner Trust
1997-B and that he is duly authorized to execute and deliver this certificate on
behalf of the Issuer in connection with Section 3.9 of the Indenture between the
Issuer and Norwest Bank Minnesota, National Association, as Indenture Trustee,
dated as of June 1, 1997 (the "Indenture") and the Sale and Servicing Agreement,
dated as of June 1, 1997 (the "Agreement"), among Chase Manhattan Bank USA,
National Association, as Servicer, Chase Manhattan Bank USA, National
Association and The Chase Manhattan Bank, as Sellers, and Wilmington Trust
Company, as Owner Trustee. All capitalized terms used herein without definition
shall have the respective meanings specified in the Indenture and the Agreement.
The undersigned further certifies that a review of the activities of
the Issuer for the preceding calendar year has been made under his supervision
and, to the best of his knowledge, the Issuer has fulfilled its obligations
under the Indenture for the preceding calendar year.
IN WITNESS WHEREOF, I have affixed hereto my signature as of this 15th
day of March, 2000.
CHASE MANHATTAN AUTO OWNER TRUST 1997-B
BY: WILMINGTON TRUST COMPANY, as Owner Trustee
/s/ Denise Geran
--------------------------
Name: Denise Geran
Title: Financial Services Officer
Chase Manhattan Bank USA, National Association, as Servicer, hereby requests
that Wilmington Trust Company execute the above Issuer's Certificate and deliver
it to Norwest Bank Minnesota, National Association, as Indenture Trustee.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, as Servicer
/s/ Jeffrey D. Hammer
------------------------------
Jeffrey D. Hammer
Vice President
