CHASE MANHATTAN ACCEPTANCE CORP /
8-K, 1998-08-19
ASSET-BACKED SECURITIES
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<PAGE>

                      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): August 5, 1998
                                                         --------------


                    Chase Manhattan Acceptance Corporation
                  (formerly Chemical Acceptance Corporation)
                -----------------------------------------------
                (Exact name of registrant specified in Charter)

   Delaware                       33-68724                        13-3456395
- ----------------                ------------                 -------------------
(State or other                 (Commission                     (IRS Employee
jurisdiction of                 File Number)                 Identification No.)
 incorporation)


                  270 Park Avenue, New York, New York   10017
               -------------------------------------------------
               (Address of principal executive offices) Zip Code


           Registrant's telephone, including area code: 212-270-6000


                        Chemical Acceptance Corporation
        --------------------------------------------------------------
        (Former name and former address, if changed since last report)



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ITEM 5.           Other Events

                  Name Change

                  Exhibit 99 which attaches a Certificate of Amendment of The
Certificate of Incorporation of Chemical Acceptance Corporation, changing the
name of Chemical Acceptance Corporation to "Chase Manhattan Acceptance
Corporation" is attached hereto.






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                  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.


August 18, 1998
                                          CHASE MANHATTAN ACCEPTANCE CORPORATION




                                           By: /s/ Michael J. Malter
                                               --------------------------------
                                               Name:  Michael J. Malter 
                                               Title: Executive Vice President








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                               INDEX TO EXHIBITS



Exhibit No.                        Description
- -----------                        -----------
    99                             Certificate of Amendment of Certificate of
                                   Incorporation of Chemical Acceptance
                                   Corporation, changing the name of the
                                   Corporation to "Chase Manhattan Acceptance
                                   Corporation"







<PAGE>


                              State of Delaware

                       Office of the Secretary of State
                       --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
AMENDMENT OF "CHEMICAL ACCEPTANCE CORPORATION", CHANGING ITS NAME FROM "CHEMICAL
ACCEPTANCE CORPORATION" TO "CHASE MANHATTAN ACCEPTANCE CORPORATION", FILED IN
THIS OFFICE ON THE FIFTH DAY OF AUGUST, A.D. 1998, AT 4:30 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.





                                        /s/ Edward J. Freel
                [SEAL OMITTED]          -----------------------------------
                                        Edward J. Freel, Secretary of State

                                        
2153527   8100                          AUTHENTICATION: 9237615
981306897                                         DATE: 08-06-98







<PAGE>



                           CERTIFICATE OF AMENDMENT
                                      OF
                       THE CERTIFICATE OF INCORPORATION
                                      OF
                       CHEMICAL ACCEPTANCE CORPORATION


     
     I, Michael P. Zarilli, the President of Chemical Acceptance Corporation
(the "Corporation"), a Corporation organized and existing under and by virtue
of the Delaware General Corporation Law, DOES HEREBY CERTIFY:

        FIRST, that the Board of Directors of the Corporation by the unanimous 
written consent of its members duly adopted resolutions, which were filed with
the Minutes of said Board of Directors, setting forth a proposed amendment to 
the Certificate of Incorporation of the Corporation, declaring such amendment
to be advisable and requiring the authorization of such amendment by the sole 
shareholder of the Corporation. The resolution setting forth the proposed 
amendment is as follows:

        RESOLVED, that the Certificate of Incorporation of Chemical
        Acceptance Corporation, be amended by changing the Article 
        First thereto so that, as amended, said Article shall be and
        read as follows:

        "The name of the Corporation is: Chase Manhattan Acceptance
        Corporation"

        SECOND, that thereafter, by means of a written consent in lieu of a
meeting and vote of the sole shareholder, pursuant to a resolution of the 
Board of Directors of the Corporation, the sole shareholder has given written
consent to said amendment in accordance with the provisions of Section 228 of
the Delaware General Corporation Law.

        THIRD, that the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the Delaware General Corporation 
Law.

        IN WITNESS WHEREOF, Michael P. Zarilli, President, has signed this 
certificate, as attested by Martin R. Joyce, Assistant Secretary this 4th day
of August, 1998.


                                               CHEMICAL ACCEPTANCE CORPORATION

ATTEST:


BY: /s/ Martin R. Joyce                        /s/ Michael P. Zarilli
    ------------------------                   -----------------------
    Martin. R. Joyce,                          Michael P. Zarilli, President
    Asst. Secretary   




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