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UNITED STATES
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
Date of Report (Date of earliest event reported): September 13, 1996
CHASE MANHATTAN BANK USA, N.A.
(Exact Name of registrant specified in its charter)
United States 333-07575 11-2741948
(State or other (Commission File (I.R.S. employer
Jurisdiction of Number) Identification No.)
Incorporation)
200 Jericho Quadrangle
Jericho, New York 11753
(Address of principal executive offices)
Registrant's telephone number: (516) 828-4016
AND
CHASE MANHATTAN BANK USA, N.A.
(Exact Name of registrant specified in its charter)
United States 333-07575 22-2382028
(State or other (Commission File (I.R.S. employer
Jurisdiction of Number) Identification No.)
Incorporation)
802 Delaware Avenue
Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant's telephone number: (302) 575-5033
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Item 5. Other Events
On September 10, 1996, the opinion of counsel to the Originator of Chase
Manhattan Auto Grantor Trust 1996-B (the "Trust") regarding the tax status of
the Trust, dated as of September 10, 1996 (the "Opinion"), was delivered by
Simpson Thacher & Bartlett to the Originator.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
Exhibits
8.2 Opinion of Simpson Thacher & Bartlett with respect to the tax
status of the Trust, dated as of September 10, 1996.
23.3 Consent of Simpson Thacher & Bartlett (included as part of
Exhibit 8.2)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHASE MANHATTAN BANK USA, N.A.
(Registrant)
By: /s/ Keith Schuck
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Name: Keith Schuck
Title: Controller
Date: September 13, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHASE MANHATTAN BANK USA, N.A.
(Registrant)
By: /s/ Anthony Langan
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Name: Anthony Langan
Title: Vice President
Date: September 13, 1996
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INDEX TO EXHIBITS
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Exhibit Sequentially
Number Exhibit Numbered Pages
- ------- ------- --------------
8.2 Opinion of Simpson Thacher & Bartlett with respect 2
to the tax status of the Trust, dated as of
September 10, 1996
23.3 Consent of Simpson Thacher & Bartlett (included as
part of Exhibit 8.2)
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Exhibit 8.2
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
September 10, 1996
Chase Manhattan Bank USA, N.A.
200 Jericho Quadrangle
Jericho, New York 11753
Re: Chase Manhattan Auto Grantor Trust 1996-B
$1,478,422,694 6.61% Automobile Loan Pass-
Through Certificates, Class A, and $45,724,413 6.76%
Automobile Loan Pass-Through Certificates, Class B
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Ladies and Gentlemen:
We have acted as tax counsel for Chase Manhattan Bank USA, N.A. ("Tax
Counsel"), a national banking association organized under the laws of the United
States (the "Seller"), in connection with the issuance and sale of (i)
$1,478,422,694 6.61% Automobile Loan Pass-Through Certificates, Class A (the
"Class A Certificates"), and (ii) $45,724,413 6.76% Automobile Loan
Pass-Through Certificates, Class B (the "Class B Certificates" and, together
with the Class A Certificates, the "Certificates"), by the Chase Manhattan Auto
Grantor Trust 1996-B (the "Trust") pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of September 1,
1996, between the Seller and Norwest Bank Minnesota, National Association, in
its capacity as trustee of the Trust (the "Trustee"). The Certificates will be
offered for sale to investors ("Certificateholders") pursuant to the Prospectus
dated September 9, 1996 (the "Prospectus") as supplemented by the Prospectus
Supplement dated September 10, 1996 (the "Prospectus Supplement").
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning assigned to such terms in the Prospectus
Supplement.
In delivering this opinion, we have reviewed: (i) the Prospectus; (ii)
the Prospectus Supplement; (iii) the Pooling and Servicing Agreement; and (iv)
forms of the Certificates. We also have examined such other documents, papers,
statutes and authorities as we have deemed necessary to form the basis for the
opinions expressed herein.
In our examination of such material, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of copies of documents submitted to us.
As to certain
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[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
-2- September 10, 1996
matters of fact relevant to the opinions hereinafter expressed, we have relied
upon the representations and warranties set forth in the Pooling and Servicing
Agreement.
On the basis of the foregoing and assuming that (i) the Trust is formed
and maintained in accordance with the discussion contained in the Prospectus and
the Prospectus Supplement and is in compliance with the provisions of the
Pooling and Servicing Agreement, (ii) the terms of the Pooling and Servicing
Agreement are not amended, and (iii) there are no inadvertent breaches of the
terms set forth in Section 4.4 of the Pooling and Servicing Agreement, we are of
the opinion that the Trust will be treated as a grantor trust for United States
federal income tax purposes and not as an association taxable as a corporation.
In addition, we also confirm that the discussion set forth in the Prospectus
Supplement under the caption "Certain Federal Income Tax Consequences" is an
accurate summary of the United States federal income tax matters described
therein.
We express no opinion with respect to the transactions referred to
herein and in the Prospectus or the Prospectus Supplement other than as
expressly set forth herein. Our opinions are not binding on the Internal Revenue
Service ("IRS") and the IRS could disagree with the opinions expressed herein.
Although we believe that the opinions we express herein would be sustained if
challenged, there can be no assurance that this will be the case.
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
We are admitted to practice law only in the State of New York and the
opinions we express herein are limited solely to matters governed by the federal
law of the United States.
This opinion letter is being delivered to you solely for your benefit
and is not to be used, circulated, quoted or otherwise referred to for any
purpose without our express written consent. We hereby consent to the use of
this opinion for filing as Exhibits 8.2 and 23.3 to the Registration Statement
on Form S-3 (Registration No. 333-7575).
Very truly yours
/s/ Simpson Thacher & Barlett
Simpson Thacher & Barlett
