<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
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 333-74303
Chase Credit Card Owner Trust 1999-3 (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact name of registrant as specified in its charter)
USA 22-238028
(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 reports), and (2) has been
subject to such filing requirements for the last 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 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 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 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, 1999).
None.
<PAGE>
Introductory Note
Chase Credit Card Owner Trust 1999-3 (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 is the issuer of these classes of asset
backed notes (the "Notes") and one class of asset backed certificates (the
"Certificates"). 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 letters dated January 16, 1991 and March 14, 1991, submitted to the
Office of Chief Counsel with respect to Chase Credit Card Master Trust (f/k/a
"Chemical Master Credit Card Trust I"). 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 is the holder of the Series 1999-3 Asset Backed Certificate
issued by Chase Credit Card Master Trust, which was transferred to it by the
Bank, and certain deposit accounts.
The aggregate amount of Investor Default Amount with respect to the
assets of the Trust for the year ended December 31, 1999 was $13,895,464.00. As
of December 31, 1999, the aggregate principal balance of Receivables in the
Trust was $19,295,629,355.22, and the aggregate principal balance of delinquent
Receivables in the Trust were as follows:
Delinquency Principal Balance
- ----------------- -----------------------
1 - 30 days $814,130,637.00
31 - 60 days $250,538,821.00
61 - 90 days $183,154,250.00
91 - 120 days $154,056,584.00
121 - 150 days $128,007,285.00
151 - 180 days $103,996,640.00
180 + days $1,097,616.00
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 Securityholders during the fiscal
year covered by this report.
<PAGE>
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 the Certificates and the Notes registered in name of the
registrant. To the knowledge of the registrant, the Notes are traded in the
over-the-counter market to a limited extent.
As of December 31, 1999, 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 Notes held of record
by CEDE & Co., and that DTC knows only the identity of the participants to whose
accounts such Notes are credited, who may or may not be the beneficial owners of
the Notes.
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 Notes issued by the
Trust were as follows:
Class # of Holders
--------- ------------------
A 56
B 29
C 3
Total 88
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.
<PAGE>
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 16
participants in the DTC system that held positions in a class of Notes equal to
more than 5% of the total principal amount of that class outstanding on that
date.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Chase Credit Card Master Trust Name & Address of Participant Original % Class
Certificate
Principal Balance
- ----------------------------------------------------------------------------------------------------
Series 1999-3
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Bank of New York (The) 7.57%
925 Patterson Plank Rd. 64,360,000
Secaucus, NJ 07094
- ----------------------------------------------------------------------------------------------------
Bankers Trust Company 11.16%
c/o BT Services Tennesse Inc. 94,890,000
648 Grassmere Park Drive
Nashville, TN 37211
- ----------------------------------------------------------------------------------------------------
Boston Safe Deposit and Trust 13.44%
Company 114,275,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
- ----------------------------------------------------------------------------------------------------
Brown Brothers Harriman & Co. 16.72%
63 Wall Street, 8th Floor 142,140,000
New York, NY 10005
- ----------------------------------------------------------------------------------------------------
Northern Trust Company (The) 5.76%
801 S. Canal C-In 48,965,000
Chicago, IL 60607
- ----------------------------------------------------------------------------------------------------
State Street Bank and Trust Co. 15.30%
1776 Heritage Dr. 130,065,000
Global Corp. Action Unit JAB 5
NW
No. Quincy, MA 02171
- ----------------------------------------------------------------------------------------------------
Suntrust Bank/Safekeeping 6.09%
Custodian for STES 51,780,000
303 Peachtree Street,
23rd Floor
Atlanta, GA 30302
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Class B Bank of New York (The) 14.52%
925 Patterson Plank Rd. 7,015,000
Secaucus, NJ 07094
- ----------------------------------------------------------------------------------------------------
Bankers Trust Company 8.23%
c/o BT Services Tennesse Inc. 3,975,000
648 Grassmere Park Drive
Nashville, TN 37211
- ----------------------------------------------------------------------------------------------------
Boston Safe Deposit and Trust 10.14%
Company 4,895,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
- ----------------------------------------------------------------------------------------------------
Investors Bank & Trust/M.F. 9.57%
Custody 4,620,000
200 Claredon Street
15th FL Hancock Tower
Boston, MA 02116
- ----------------------------------------------------------------------------------------------------
Northern Trust Company (The) 11.84%
801 S. Canal C-In 5,720,000
Chicago, IL 60607
- ----------------------------------------------------------------------------------------------------
State Street Bank and Trust Co. 24.63%
1776 Heritage Dr. 11,895,000
Global Corp. Action Unit JAB 5
NW
No. Quincy, MA 02171
- ----------------------------------------------------------------------------------------------------
Class C The Bank of New York/First 63.03%
Union Safekeeping 42,615,000
16 Wall Street, 5th Floor
New York, NY 10005
- ----------------------------------------------------------------------------------------------------
Chase Manhattan Bank 22.18%
4 New York Plaza 15,000,000
13th Floor
New York, NY 10004
- ----------------------------------------------------------------------------------------------------
Citibank, N.A. 14.79%
P.O. Box 30576 10,000,000
Tampa, FL 33630-3576
- ----------------------------------------------------------------------------------------------------
</TABLE>
Item 13. Certain Relationships and Related Transactions
None.
<PAGE>
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
-------------- -----------
28.1 Annual Management Report on Internal Controls
28.2 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
- ------------ --------------- --------------------
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 Credit Card Owner Trust 1999-3
by: Chase Manhattan Bank USA,
National Association
By: /s/ Patricia Garvey
-----------------------------------
Name: Patricia Garvey
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit Number: Description:
- --------------- ------------------------
28.1 Annual Management Report on Internal Controls
28.2 Annual Issuer's Certificate of Compliance with the Indenture
<PAGE>
Exhibit 28.1
[OBJECT OMITTED]
The Chase Manhattan Bank USA, N.A.
Wilmington, DE
March 15, 2000
Management Report on Internal Control over
Servicing of Securitized Credit Card 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 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
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
credit card 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 credit card 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
credit card receivables.
/s/ Michael Barrett
- -------------------
Michael Barrett
President
Chase Manhattan Bank USA, N.A.
/s/ Keith Schuck
- ----------------
Keith Schuck
Vice President/Chief Financial Officer
Chase Manhattan Bank USA, N.A.
<PAGE>
Exhibit 28.2
OFFICER'S CERTIFICATE
---------------------------------------------------
CHASE CREDIT CARD OWNER TRUST SERIES 1999-3
----------------------------------------------------
The undersigned, an Authorized Officer of the Chase Manhattan Bank USA,
National Association, as Administrator pursuant to the Indenture for the Chase
Credit Card Owner Trust Series 1999-3 does hereby certify that:
1. The undersigned is an Authorized Officer pursuant to the
Indenture to execute and deliver this Certificate to the
Indenture Trustee.
2. This Certificate is delivered pursuant to Section 3.9 of the
Indenture
3. A review of the activities of the Issuer during the period
from the closing date until December 31, 1999 and of
performance under this Indenture has been made under the
supervision of the undersigned.
4. To the best of the undersigned knowledge, based on such
review, the Issuer has complied with all conditions and
covenants in all material respects under this Indenture
throughout the period from the closing date until December 31,
1999. No default in the compliance of any such condition or
covenant has occurred or is continuing except as set forth in
paragraph 5 below.
5. The following is a description of each default in the
performance of the Issuer's obligations under the provisions
of the Indenture 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 Issuer, if
any, to remedy each such default and (iii) the current status
of each such default: NONE
(signatures on following page)
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this th day of March, 2000.
By CHASE MANHATTAN BANK USA, National
Association, as Administrator
By: /s/ Keith Schuck
--------------------------
Name: Keith Schuck
Title: Vice President
