<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 1996
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
<PAGE>
Item 5. Other Events
On November 12, 1996, (i) Chase Manhattan Bank USA, N.A.
("Chase USA") and Chase Auto Funding Corporation (the "General Partner") formed
Chase Manhattan Auto Owner Trust 1996-C (the "Issuer") pursuant to a Trust
Agreement, dated as of November 12, 1996, among Chase USA, the General Partner
and Wilmington Trust Company, as Owner Trustee (the "Owner Trustee") and (ii)
the Owner Trustee filed a Certificate of Trust in respect of the Issuer with the
Delaware Secretary of State pursuant to Section 3810 of Title 12 of the Delaware
Code.
On December 5, 1996, Norwest Bank Minnesota, National
Association (the "Indenture Trustee") executed and delivered to Simpson
Thacher & Bartlett, as counsel for the Issuer a statement on Form T-1 as
to its eligibility pursuant to the requirements of the Trust Indenture
Act of 1939 (the "TIA") to hold the position of indenture trustee under
an Indenture, between the Issuer and the Indenture Trustee (the
"Indenture").
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
Exhibits
3.3 Trust Agreement pursuant to which the
Issuer was formed.
3.4 Certificate of Trust of the Issuer.
25.1 Statement of the Indenture Trustee on
Form T-1 as to its eligibility pursuant
to the requirements of the TIA to hold
the position of indenture trustee under
the Indenture.
<PAGE>
2
SIGNATURES
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.
CHASE MANHATTAN BANK USA, N.A.
(Registrant)
By: /s/ Keith Schuck
--------------------
Name: Keith Schuck
Title: Controller
Date: December 6, 1996
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Exhibit Sequentially
Number ------- Numbered Pages
- ------ --------------
3.3 Trust Agreement pursuant to 2
which the Issuer was formed.
3.4 Certificate of Trust of the 1
Issuer.
25.1 Statement of the Indenture 5
Trustee on Form T-1 as to its
eligibility pursuant to the
requirements of the TIA to hold
the position of indenture
trustee under the Indenture.
<PAGE>
Exhibit 3.3
TRUST AGREEMENT, dated as of November 12, 1996 between Chase
Manhattan Bank USA, N.A., as Seller, Chase Auto Funding Corporation, a Delaware
corporation, as general partner (the "General Partner"), and Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee"). The Seller, the General Partner
and the Owner Trustee hereby agree as follows:
1. The trust created hereby shall be known as "Chase Manhattan
Auto Owner Trust 1996-C", in which name the Owner Trustee may engage in the
transactions contemplated hereby, make and execute contracts, and sue and be
sued.
2. Each of the Seller and the General Partner hereby assigns,
transfers, conveys and sets over to the Owner Trustee the sum of $1. The Owner
Trustee hereby acknowledges receipt of such amounts in trust from the Seller and
the General Partner, which amounts shall constitute the initial trust estate.
The Owner Trustee hereby declares that it will hold the trust estate in trust
for the Seller and the General Partner. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del.C. ss.3801 et seq. and that this
document constitute the governing instrument of the Trust. The Owner Trustee is
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in the form attached hereto.
3. The Seller, the General Partner and the Owner Trustee will
enter into an amended and restated Trust Agreement, satisfactory to each such
party, to provide for the contemplated operation of the Trust created hereby.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Owner Trustee shall not have any duty or obligation hereunder or
with respect to the trust estate, except upon the written direction of the
Seller or the General Partner to take such action as determined by the Seller to
be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.
4. This Trust Agreement may be executed in one or more
counterparts.
5. The Owner Trustee may resign upon thirty days prior notice
to the Seller and the General Partner.
<PAGE>
2
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
CHASE MANHATTAN BANK USA, N.A.,
as Seller
By: /s/ Keith Schuck
-------------------
Name: Keith Schuck
Title: Vice President
CHASE AUTO FUNDING CORPORATION,
as General Partner
By: /s/ Ingrid Grimsley
-----------------------
Name: Ingrid Grimsley
Title: Vice President
WILMINGTON TRUST COMPANY, not in
its individual capacity but
solely as Owner Trustee
By: /s/ Donald G. MacKeican
---------------------------
Name: Donald G. MacKeican
Title: Assistant Vice President
<PAGE>
Exhibit 3.4
CERTIFICATE OF TRUST OF
Chase Manhattan Auto Owner Trust 1996-C
THIS Certificate of Trust of Chase Manhattan Auto Owner Trust 1996-C
(the "Trust"), dated as of November 12, 1996, is being duly executed and filed
by WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee, to form
a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801
et seq.).
1. Name. The name of the business trust formed hereby is Chase
Manhattan Auto Owner Trust 1996-C.
2. Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is WILMINGTON TRUST COMPANY, Rodney
Square North, 1100 North Market Square, Wilmington, Delaware 19890-0001, Attn:
Corporate Trust Administration.
3. This Certificate of Trust shall be effective on November 12, 1996.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee
of the Trust
By: /s/ W. Chris Sponenberg
-------------------------------
Name: W. Chris Sponenberg
Title: Senior Financial Services
Officer
<PAGE>
Exhibit 25.1
Filing pursuant to
Registration Statement
number 333-07575
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------
X CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
--- SECTION 305(b) (2)
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent For Service)
-----------------------------
CHASE MANHATTAN AUTO OWNER TRUST 1996-C
(Exact name of obligor as specified in its charter)
Delaware 51-6506269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wilmington Trust Company
Attn: Corporate Trust Administration
Rodney Square North
1100 North Market Square
Wilmington, Delaware 19890-0001
(Address of principal executive offices) (Zip code)
-----------------------------
Asset Backed Notes
(Title of the indenture securities)
==============================================================================
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor
is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of
this Statement of Eligibility. Norwest Bank
incorporates by reference into this Form
T-1 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect. *
Exhibit 2. a. A copy of the certificate of authority of
the trustee to commence business issued
June 28, 1872, by the Comptroller of the
Currency to the Northwestern National Bank
of Minneapolis.*
b. A copy of the certificate of the
Comptroller of the Currency dated January
2, 1934, approving the consolidation of the
Northwestern National Bank of Minneapolis
and the Minnesota Loan and Trust Company of
Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January
12, 1943, as to change of corporate title
of Northwestern National Bank and Trust
Company of Minneapolis to Northwestern
National Bank of Minneapolis.*
d. A copy of the letter dated May 12, 1983 from
the Regional Counsel, Comptroller of the
Currency, acknowledging receipt of notice
of name change effective May 1, 1983 from
Northwestern National Bank of Minneapolis
to Norwest Bank Minneapolis, National
Association.*
e. A copy of the letter dated January 4,
1988, from the Administrator of National
Banks for the Comptroller of the Currency
certifying approval of consolidation and
merger effective January 1, 1988 of
Norwest Bank Minneapolis, National
Association with various other banks under
the title of "Norwest Bank Minnesota,
National Association."*
<PAGE>
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued January 2,
1934, by the Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section
321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.**
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit 25 filed with
registration statement number 33-66026.
** Incorporated by reference to exhibit number 25 filed with
registration statement number 333-16583.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Norwest Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 6th day of December, 1996.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Thomas S. Maple
---------------------------
Thomas S. Maple
Vice President
<PAGE>
EXHIBIT 6
December 6, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321 (b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Thomas S. Maple
--------------------------
Thomas S. Maple
Vice President
