SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 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, 1997
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-94190
---------------------- ---------
Chase Credit Card Master Trust
(formally known as "Chemical Master Credit Card Trust I")
(Series 1995-1, 1995-2, 1995-3, 1995-4, 1996-1, 1996-2, 1996-3, 1996-4,
1997-1, 1997-2, 1997-3, 1997-4, 1997-5, 1998-1, 1998-2, 1998-3, 1998-4 and
1998-5)
(issuer)
The Chase Manhattan Bank USA, National Association
(depositor)
(Exact name of registrant as
specified in its charter)
New York 13-4994650
---------------- --------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification
Number)
270 Park Avenue, New York, New York 10017
- --------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 past 90 days:
Yes X No
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. __X__
State the aggregate market value of the voting stock held by non-
affiliates of the registrant:
The registrant has no voting stock or class of common stock
outstanding as of the date of this report.
On March 22, 1991, the registrant was issued a no-action letter
(the "No-Action Letter") by the Commission with respect to
certain of the registrant's reporting requirements pursuant to
Section 13 or 15(d) of the Act.
<PAGE>
This Annual Report on Form 10-K is filed in accordance with a
letter dated March 22, 1991 issued by the Office of Chief
Counsel, Division of Corporation Finance of the Securities and
Exchange Commission (the "Division") stating that the Division
will raise no objection if the Chase Credit Card Master Trust
(the "Trust"), which is maintained pursuant to the Pooling and
Servicing Agreement (the "Agreement") between Chase Manhattan
Bank (formerly known as Chemical Bank), as seller and servicer,
and an unrelated trustee (the "Trustee"), files reports pursuant
to Sections 13, 15(d), and 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in the manner described in
letters dated January 16, 1991 and March 14, 1991, submitted to
the Office of Chief Counsel on behalf of the originators of the
Trust. Accordingly, responses to certain Items have been omitted
from or modified in this Annual Report on Form 10-K. The Chase
Credit Card Master Trust is the Issuer of Asset Backed
Certificates, Series 1995-1, 1995-2, 1995-3, 1995-4, 1996-1, 1996-2,
1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5, 1998-1, 1998-2,
1998-3, 1998-4 and 1998-5
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
Pursuant to the Agreement, the Bank has transferred
to the Trust from time to time the receivables (the "Receivables")
arising in certain credit card accounts.
The aggregate Investor Default Amount reported on
Form 8-K in 1999 was $892,137,125.00. There were no
Investor Charge-offs for the same period. As of
December 31, 1998, Accounts in the Master Trust, having
an aggregate balance of $907,519,286.00, or 5.12% of
all Receivables, were delinquent 1-29 days; Accounts
having an aggregate balance of $264,323,265.00 or 1.49%
of all Receivables, were delinquent 30-59 days;
Accounts having an aggregate balance of $176,865,264.00
or 1.00% of all Receivables, were delinquent 60-89
days; Accounts having an aggregate balance of
$368,931,450.00 or 2.08% of all Receivables, were
delinquent 90 days or more.
Item 3. Legal Proceedings
The registrant knows of no material pending
proceedings with respect to the Trust, the Trustee, The
Chase Manhattan Bank or Chase Manhattan Bank USA, N.A.
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.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters
To the knowledge of the registrant, the
Certificates are traded in the over-the-counter market
to a limited extent.
As of December 31, 1998, 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 Commission has
concurred with the registrant's position that the
registrant may consider holders of interests in the DTC
System or DTC participants to be "holders of record".
Series # of Holders
------ ------------
1995-1 0
1995-2 64
1995-3 73
1995-4 11
1996-1 60
1996-2 45
1996-3 39
1996-4 15
1997-1 21
1997-2 65
1997-3 24
1997-4 36
1998-1 1
1998-2 6
1998-3 47
1998-4 0
1998-5 8
The registrant 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 whose accounts such
Certificates are credited, who may or may not be the
beneficial owners of the Certificates.
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Year 2000 efforts for Chase USA are being coordinated,
managed and monitored as part of the Year 2000 efforts of The Chase
Manhattan Corporation (the "Corporation") by the Corporation's
Year 2000 Enterprise Program Office (the "Program Office"). The
Program Office reports directly to the Executive Committee of the
Corporation and is responsible for the Corporation's Year 2000
efforts, both technical and business-related, on a global basis. In
addition, a Year 2000 Core Team (the "Core Team"), consisting of
senior managers from internal audit, technology risk and control,
financial management and control, the technology infrastructure
division, legal and the Program Office, provides independent
oversight of the process. The Core Team, which also reports directly
to the Corporation's Executive Committee, is charged with
identifying key risks and ensuring necessary management attention
for timely resolution of project issues.
The Corporation's Year 2000 Program continues to progress.
As of January 1, 1999, the Corporation established a Year 2000
Business Risk Council, comprised of approximately 20 senior business
leaders -- line managers, risk managers, and representatives of
key staff functions -- to identify potential Year 2000 business
risks, coordinate planning and readiness efforts, refine
contingency plans for Year 2000, and establish a Year 2000 command
center structure and rapid response teams.
The Corporation's Year 2000 Program is tracked against well-
defined milestones. The Corporation completed its inventory and
assessment phases on schedule on September 30, 1997, identifying
affected hardware and software, prioritizing tasks and establishing
implementation plans. As of December 31, 1998, substantially all of
the applications related to the cardmember services operations of
Chase USA had been remediated. In 1999, attention will continue to be
focused on completing the remediation of all business software
applications, as well as ensuring that those software application
systems that have been remediated, tested and certified are, and
remain, Year 2000 ready.
Since early 1999, the Corporation has increased its tracking
and risk management of third party service providers. In
addition, a major focus of 1999 hs been continued customer and
"street" (i.e. industry wide) testing. In many cases (including
with FDR) testing has begun and testing with all such third party
service providers (including additional testing with FDR) is
scheduled throughout 1999. The Corporation also expects to
continue to participate in tests organized by major industry and
governmental infrastructure organizations as they are scheduled
during the remainder of 1999. These include tests with the VISA and
MasterCard associations, which began in January 1999.
At September 30, 1998, the Corporation's estimate for Year
2000 remediation costs for 1997 - 1999 was approximately $363
million. None of these costs will be borne by the Trust.
In its normal course of business, the Corporation manages
many types of risk. The Corporation recognizes that the risks
presented by Year 2000 are unique given the pervasive nature of the
problem and the higher likelihood that Year 2000 risk may present
itself in multiple, simultaneous impacts. Because of this, the
Corporation has adjusted and will continue to adjust its risk
management processes and contingency plans to take the most
probable anticipated effects into account. In this regard, the
Corporation has begun its event planning for the Year 2000 with the
goal of preventing or mitigating potential disruptions. The
Corporation's Year 2000 events planning includes creation of command
centers; performance of dress rehearsals and simulation modeling
for various possible business and operation risks; establishment
of special rapid response technology teams; scheduling of
availability of key personnel; additional training and testing
activities; and the establishment of rapid decision processes.
The Corporation's expectations for completion of its Year
2000 remediation and testing efforts, the anticipated costs to
complete the project and the anticipated business, operational and
financial risks to the Corporation, Chase USA and the Trust are
subject to a number of uncertainties. Any failures by the VISA
or MasterCard associations, FDR or other service providers to
implement successfully their Year 2000 remediation plans could
adversely impact the timing of collections on the Receivables. A
large number of similar failures by account obligors, banks and
other financial institutions or other participants in the national
payments system could also adversely affect the timing of
collections on the Receivables. If collections that normally would
have been received in any particular month are delayed, the
portfolio yield for that month will be reduced to that extent. Any
such reduction would increase the likelihood of a pay out event
resulting from insufficient portfolio yield.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
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
For the purposes of this Item 12. The records of DTC
indicate that at December 31, 1998, the participants in
the DTC system that held positions in Certificates representing
interests in the Trust equal to more than 5% of the total principal
amount of one or more classes of Certificates outstanding on that
date are as follows:
Series # of Holders
------ ------------
1995-1 0
1995-2 8
1995-3 6
1995-4 7
1996-1 9
1996-2 7
1996-3 6
1996-4 7
1997-1 9
1997-2 7
1997-3 10
1997-4 4
1997-5 8
1998-1 1
1998-2 5
1998-3 20
1998-4 0
1998-5 8
Item 13. Certain Relationships and Related Transactions
None.
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
28.1 Annual Servicer's Certificate pursuant to Section
3.05 of the Agreement.
28.2 Management Report on Internal Control
28.3 Annual Independent Accountants'Reports pursuant to
Section 3.06 of the Agreement.
28.4 Consent of Independent Accountants.
(b) Reports on Form 8-K
The following Current Reports on Form 8-K were filed by the
registrant during 1997:
(1) Current Report on Form 8-K, filed on January 22, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the January 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2 and 1997-3.
(2) Current Report on Form 8-K, filed on February 10,1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the January 15, 1998 distribution with respect to Series 1997-4.
(3) Current Report on Form 8-K, filed on February 24, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the February 16, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3 and 1997-5.
(4) Current Report on Form 8-K, filed on March 23, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the March 16, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2 and 1996-3.
(5) Current Report on Form 8-K, filed on March 19, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the March 16, 1998 distribution with respect to Series 1996-4, 1997-1,
1997-3, 1997-4 and 1997-5.
(6) Current Report on Form 8-K, filed on April 28, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the April 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4
and 1997-5.
(7) Current Report on Form 8-K, filed on May 29, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the May 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3,
1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5
and 1998-2.
(8) Current Report on Form 8-K, filed on June 18, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the June 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5
and 1998-2.
(9) Current Report on Form 8-K, filed on July 22, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the June 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5
and 1998-2.
(10) Current Report on Form 8-K, filed on August 25, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the August 17, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5
and 1998-2.
(11) Current Report on Form 8-K, file on September 21, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the September 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5,
1998-2 and 1998-3.
(12) Current Report on Form 8-K, filed on October 23, 1998 reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the October 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5,
1998-2 and 1998-3.
(13) Current Report on Form 8-K, filed on November 19, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the November 16, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5,
1998-2, 1998-3 and 1998-5.
(14) Current Report on Form 8-K, filed on December 21, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the December 15, 1998 distribution with respect to Series 1995-1, 1995-2,
1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5,
1998-2, 1998-3 and 1998-5.
(15) Current Report on Form 8-K, filed on May 7, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the October 15, 1997, November 16, 1997 and December 15, 1997 distributions
with respect to Series 1995-4.
(16) Current Report on Form 8-K, filed on May 7, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the January 15, 1998, February 16, 1998 and March 16, 1998 distributions
with respect to Series 1995-4.
(17) Current Report on Form 8-K, filed on July 28, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the April 15, 1998, May 15, 1998 and June 15, 1998 distributions
with respect to Series 1995-4.
(18) Current Report on Form 8-K, filed on October 26, 1998, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the July 15, 1998, August 17, 1998 and September 15, 1998 distributions
with respect to Series 1995-4.
<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.
Chase Credit Card Master Trust
by: The Chase Manhattan Bank
By: /s/ Patrick Margey
-------------------
Name: Patrick Margey
Title: Vice President
by: Chase Manhattan Bank USA,
National Association
By: /s/ Patricia Garvey
--------------------
Name: Patricia Garvey
Title: Vice President
Date: March 29, 1999
INDEX TO EXHIBITS
Exhibit Number Description
28.1 Annual Servicer's Certificate
pursuant to Section 3.05 of the
Agreement
28.2 Management Report on Internal Controls
28.3 Annual Accountant's Report
pursuant to Section 3.06 of the
Agreement
28.4 Consent of Independent
Accountants
<PAGE>
Exhibit 28.1
ANNUAL SERVICER'S CERTIFICATE
___________________________________________________
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
____________________________________________________
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (formerly known as Chemical Bank), a banking
corporation organized and existing under the laws of the State of
New York ("Chase"), as Servicer pursuant to the Second Amended
and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 (the "Pooling and Servicing Agreement") by and
among Chase, Chase Manhattan Bank, USA, National Association and
The Bank of New York, as trustee (the "Trustee") does hereby
certify that:
1. Chase is the Servicer under the Pooling and
Servicing Agreement.
2. The undersigned is duly authorized pursuant to the
Pooling and Servicing Agreement to execute and deliver this
Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section
3.5 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during
the period from the closing date under December 31, 1998 was
conducted under the supervision of the undersigned.
5. Based on such review, the Servicer has, to the
best of the knowledge of the undersigned, fully performed
all its obligations under the Pooling and Servicing
Agreement throughout such period and no default in the
performance of such obligations has occurred or is
continuing except as set forth in paragraph 6 below.
6. The following is a description of each default in
the performance of the Servicer's obligations under the
provisions of the Pooling and Servicing Agreement, including
any Supplement, known to the undersigned to have been made
during such period which sets forth in detail (i) the nature
of each such default, (ii) the action taken by the Servicer,
if any, to remedy each such default and (iii) the current
status of each such default:
NONE
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of March, 1999.
THE CHASE MANHATTAN BANK,
as Servicer,
By CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/Keith Schuck
------------------------
Name: Keith Schuck
Title: Vice President
<PAGE>
Exhibit 28.2
[CHASE MANHATTAN BANK USA, N.A. LETTERHEAD]
March 15, 1999
Management Report on Internal Control over
Servicing of Securitized Credit Card Receivables
Chase Manhattan Bank USA, N.A. is reponsible for establishing and maintaining
an effective system of internal control over servicing of securitized credit
card receivables, which is designed to provide reasonable assurance regarding
the proper servicing of securitized credit card 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 controls, including the possibility of
human error and circumvention or overriding of controls. Accordingly, even
an effective internal control system can provide only reasonable assurance
with respect to servicing of securitized credit card receivables. Further,
because of changes in conditions, the effectiveness of an internal control
system may vary over time.
Chase Manhattan Bank USA, N.A. management assessed its system of internal
control over servicing of securitized credit card receivables as of December
31, 1998 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, 1998, Chase Manhattan Bank USA N.A.
maintained an effective system of internal control over servicing of
securitized credit card receivables.
/s/Michael J. Barrett
- ----------------------
Michael J. Barrett
President
Chase Manhattan Bank USA, N.A.
/s/Keith Schuck
- ---------------------
Keith Schuck
Vice President and Chief Financial Officer
Chase Manhattan Bank USA, N.A.
<PAGE>
Exhibit 28.3
Report of Independent Accountants
March 15, 1999
The Chase Manhattan Bank, as Servicer,
Chase Manhattan Bank USA N.A., as Transferor and
The Bank of New York, as Trustee of Chase Credit Card Master Trust
We have examined management's assertion that, as of December 31,
1998, The Chase Manhattan Bank maintained an effective system of
internal control over servicing of securitized credit card
receivables, included in the accompanying Management Report on
Internal Control over Servicing of Securitized Credit Card
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 internal
control over servicing of securitized credit card receivables,
testing and evaluating the design and operating effectiveness of
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 internal control, errors or
irregularities may occur and not be detected. Also, projections
of any evaluation of the system of internal control over
servicing of securitized credit card receivables to future
periods are subject to the risk that 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,
1998, The Chase Manhattan Bank maintained an effective system of
internal control over servicing of securitized credit card
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
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 33-94190 and 333-4607) of The Chase Manhattan Bank
and Chase Manhattan Bank USA, National Association of our report
dated March 15, 1999 appearing as Exhibit 28.2 of this Form 10-K.
/s/PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 1999
