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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 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 333-32737
Chase Manhattan Marine Owner Trust 1997-A (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact Name of Registrant as Specified in Its Charter)
USA 22-2382028
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
802 Delaware Avenue, Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5033
The Chase Manhattan Bank (Sponsor of the Trust)
(Exact Name of Registrant as Specified in Its Charter)
New York 13-4994650
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
270 Park Avenue, New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which
NONE Registered
N/A
Securities registered pursuant to Section 12G 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 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
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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.
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Introductory Note
Chase Manhattan Marine Owner Trust 1997-A (the "Trust") was formed
pursuant to a Trust Agreement (as amended, the "Agreement") among The Chase
Manhattan Bank and Chase Manhattan Bank USA, National Association (the "Bank"),
as sellers, and an unrelated trustee (the "Trustee"). The Trust files reports
pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as
amended the ("Exchange Act"), 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 on Form 10-K.
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Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain marine loan receivables from the Bank
pursuant to a Sale and Servicing Agreement (the "Sale and Servicing Agreement").
The aggregate amount of losses on all liquidated receivables with respect to the
assets of the Trust for the year ended December 31, 1999 was $3,539,817.00. As
of December 31, 1999, the aggregate principal balance of receivables in the
Trust was $113,174,545.15 and the aggregate principal balance of delinquent
receivables in the Trust were as follows:
Delinquency Principal Balance
31-59 days 1,618,768.14
60-89 days 497,570.83
90-119 days 75,838.92
120+ days 0.00
Item 3. Legal Proceedings
The registrant knows of no material pending 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 security holders 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
Trust has also issued five outstanding classes of debt securities (the "Notes")
as set forth below. To the knowledge of the registrant, the Certificates and the
Notes are traded in the over-the-counter market to a limited extent.
As of December 31, 1999, the Certificates were registered in the name of
the registrants, and all of the Notes 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 whose accounts such Certificates are credited, who may or may not be the
beneficial owners of the Certificates. 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" and the following
information is presented on that basis:
Class # of Holders
- -------- ------------
Class A4 3
Class A5 2
Class A6 1
Class B 1
Class C 1
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
As of December 31, 1999, except for a Certificate registered in the name
of the registrant, 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 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" and the following
information is presented on that basis:
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Chase Manhattan Marine Name & Address of Original % of
Owner Trust Participant Certificate Class
Principal
Balance
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Series 1997-A
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Class A4 Bank of New York (The) 22.31%
925 Patterson Plank Road 8,320,000
Secaucus, NJ 07094
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Bankers Trust Company 61.61%
648 Grassmere Park Drive 22,980,000
Nashville, TN 37211
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SSB - Bank Portfolio 16.08%
1776 Heritage Drive 6,000,000
No. Quincy, MA 02171
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Class A5 Bankers Trust Company 94.20%
648 Grassmere Park Drive 27,600,000
Nashville, TN 37211
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SSB - Bank Portfolio 5.80%
1776 Heritage Drive 1,700,000
No. Quincy, MA 02171
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Class A6 Bankers Trust Company 100%
648 Grassmere Park Drive 23,700,000
Nashville, TN 37211
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Class B SSB - Bank Portfolio 100%
1776 Heritage Drive 10,650,000
No. Quincy, MA 02171
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Class C Chase Manhattan Bank 100%
4 NY Plaza, 13th Fl. 17,312,000
New York, NY 10004
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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
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23.1 Consent of Independent Accountants
28.1 Annual Servicer's Certificate pursuant to
Section 4.9(a) of the Sale and Servicing Agreement.
28.2 Annual Management's Assertion
28.3 Annual Independent Accountants' Servicing
Reports pursuant to Section 4.11 of the Sale and
Servicing Agreement.
28.4 Annual Issuer's Certificate of Compliance with
Indenture.
b) Reports on Form 8-K.
The following reports were filed on Form 8-K in 1999:
Date Items Reported Financial Statements
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1/25/1999 5, 7 Monthly report to certificateholders
dated 1/15/1999
2/26/1999 5, 7 Monthly report to certificateholders
dated 2/15/99
6/11/1999 5, 7 Monthly report to certificateholders
dated 3/15/1999, 4/15/1999 and 5/15/1999
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 8/15/1999
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
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11/22/1999 5, 7 Monthly report to certificateholders
dated 11/15/1999
12/23/1999 5, 7 Monthly report to certificateholders
dated 12/15/1999
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SIGNATURE
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 Manhattan Marine Owner Trust 1997-A
by: The CIT Group/Financing, Inc.
as Servicer
By: /s/ Frank Garcia
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Name: Frank Garcia
Title: Vice President
Date: March 29, 2000
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INDEX TO EXHIBITS
Exhibit Number: Description:
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23.1 Consent of Independent Accountants
28.1 Annual Servicer's Certificate pursuant to Section 4.9
of the Sale and Servicing Agreement
28.2 Annual Management's Assertion
28.3 Annual Independent Accountant's Servicing Reports
pursuant to Section 4.10 of the Sale and Servicing
Agreement
28.4 Annual Issuer's Certificate of Compliance with
Indenture
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Exhibit 23.1
[TO COME]
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Exhibit 28.1
CHASE MANHATTAN MARINE OWNER TRUST 1997-A
ANNUAL OFFICER'S CERTIFICATE
COMPLIANCE WITH AGREEMENT
The undersigned certifies that he is a Vice President of The CIT
Group/Sales Financing, Inc., a corporation organized under the laws of Delaware
("CITSF"), and that as such he is duly authorized to execute and deliver this
certificate on behalf of CITSF in connection with Section 4.9(a) of the Sale and
Servicing Agreement, dated as of October 1, 1997 (the "Agreement"), among CITSF,
as Servicer, Chase Manhattan Bank USA, National Association and The Chase
Manhattan Bank, as Sellers, and Chase Manhattan Marine Owner Trust 1997-A, as
Issuer, for which Wilmington Trust Company acts as Owner Trustee (all
capitalized terms used herein without definition having the respective meanings
specified in the Agreement). The undersigned further certifies that a review of
the activities of CITSF during the preceding calendar year and of its
performance under the Agreement has been made under his supervision and to the
best of his knowledge, based on such review, CITSF has fulfilled all its
obligations under the Agreement throughout the preceding calendar year.
IN WITNESS WHEREOF, I have affixed hereto my signature this 10th day of
March 2000.
THE CIT GROUP/SALES
FINANCING, INC., as Servicer
/s/ Frank Garcia
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Name: Frank Garcia
Title: Vice President
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Exhibit 28.2
[THE CIT GROUP, INC. LETTERHEAD]
February 24, 2000
MANAGEMENT'S ASSERTION
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As of and for the year ended December 31, 1999, The CIT Group/Sales Financing,
Inc. and The CIT Group/Consumer Finance, Inc. (the Companies), both wholly owned
subsidiaries of The CIT Group, Inc., have complied in all material respects with
the minimum servicing standards set forth in the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers. As of and
for this same period, the Companies have in effect a fidelity bond and errors
and omissions policy in the amount of not less than $60 million and $6.5
million, respectively.
The CIT Group/Consumer Finance, Inc.
The CIT Group/Sales Financing, Inc.
/s/ Thomas B. Hallman
-----------------------------
Thomas B. Hallman
President and Chief Executive
Officer
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Exhibit 28.3
[KPMG LETTERHEAD]
Independent Auditors' Report
The Board of Directors
The CIT Group, Inc.:
We have examined management's assertion about The CIT Group/Sales Financing,
Inc. and The CIT Group/ Consumer Finance, Inc.'s (the Companies), both
wholly-owned subsidiaries of The CIT Group, Inc., compliance with the minimum
servicing standards identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers as of and for the Year
ended December 31, 1999 included in the accompanying management assertion.
Management is responsible for the Companies' compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Companies' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Companies' compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Companies' compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Companies have complied in all
material respects with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1999 is fairly stated, in all material respects.
/s/ KPMG LLP
Shore Hills, New Jersey
February 24, 2000
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Exhibit 28.4
CHASE MANHATTAN MARINE OWNER TRUST 1997-A
ANNUAL ISSUER'S CERTIFICATE
COMPLIANCE WITH INDENTURE
The undersigned certifies that he is an Authorized Officer of Wilmington
Trust Company, as Owner Trustee for Chase Manhattan Marine Owner Trust 1997-A
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 October 1, 1997 (the "Indenture") and the Sale and Servicing Agreement, dated
as of October 1, 1997 (the "Agreement"), among CITSF, as Servicer, Chase
Manhattan Bank USA, National Association and 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
day of March, 2000.
CHASE MANHATTAN MARINE OWNER TRUST 1997-A
BY: WILMINGTON TRUST COMPANY, as Owner
Trustee
/s/ Denise Geran
------------------------------------
Name: Denise Geran
Title: Financial Services Officer
The CIT Group/Sales Financing, Inc., 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.
THE CIT GROUP/SALES
FINANCING, INC., as Servicer
/s/ Frank Garcia
--------------------------------------
Name: Frank Garcia
Title: Vice President
