<PAGE>
UNITED STATES
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): June 6, 1997
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CHASE MANHATTAN BANK USA, N.A.
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(Exact Name of registrant specified in its charter)
United States 333-07575 22-2382028
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(State or other Jurisdiction of (Commission File Number) (I.R.S. employer
Incorporation) Identification No.)
802 Delaware Avenue
Wilmington, Delaware 19801
(Address of principal executive offices)
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Registrant's telephone number: (302) 575-5033
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2
Item 5. Other Events
On May 14, 1997, Chase Manhattan Bank USA, N.A. ("Chase USA") formed
Chase Manhattan Auto Owner Trust 1997-B (the "Issuer") pursuant to a Trust
Agreement, dated as of May 14, 1997, between Chase USA and Wilmington Trust
Company, as Owner Trustee (the "Owner Trustee").
On May 14, 1997, 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 May 30, 1997, 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
4.3(A)(3) Certificate of Trust of the Issuer.
4.3(B)(3) Trust Agreement pursuant to which the Issuer was formed.
25.2 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.
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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.
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(Registrant)
By: /s/ Keith Schuck
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Name: Keith Schuck
Title: Controller
Date: June 6, 1997
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4
INDEX TO EXHIBITS
Sequentially
Exhibit Number Exhibit Numbered Pages
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4.3(A)(3) Trust Agreement pursuant to which the Issuer
was formed. 1
4.3(B)(3) Certificate of Trust of the Issuer. 2
25.2 Statement of the Indenture Trustee on Form 4
T-1 as to its eligibility pursuant to the
requirements of the TIA to hold the position
of indenture trustee under the Indenture.
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Exhibit 4.3(A)(3)
TRUST AGREEMENT, dated as of May 14, 1997, between Chase
Manhattan Bank USA, N.A., as Seller, and Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as Owner Trustee
(the "Owner Trustee"). The Seller and the Owner Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "Chase
Manhattan Auto Owner Trust 1997-B", in which name the Owner Trustee may engage
in the transactions contemplated hereby, make and execute contracts, and sue
and be sued.
2. The Seller hereby assigns, transfers, conveys and sets
over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges
receipt of such amount in trust from the Seller, which amount shall constitute
the initial trust estate. The Owner Trustee hereby declares that it will hold
the trust estate in trust for the Seller. 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. Section 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 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 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.
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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
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Name: Keith Schuck
Title: Vice President
WILMINGTON TRUST COMPANY, not in
its individual capacity but
solely as Owner Trustee
By: /s/ Emmett R. Harmon
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Name: Emmett R. Harmon
Title: Vice President
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Exhibit 4.3(B)(3)
CERTIFICATE OF TRUST OF
Chase Manhattan Auto Owner Trust 1997-B
THIS Certificate of Trust of Chase Manhattan Auto Owner Trust
1997-B (the "Trust"), dated as of May 14, 1997, 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 1997-B.
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 May 14,
1997.
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/ Emmett R. Harmon
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Name: Emmett R. Harmon
Title: Vice President
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Filing pursuant to Registration
Statement number 333-07575
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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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 Identification No.)
bank)
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
(Name,address and telephone number of Agent for Service)
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Chase Manhattan Auto Owner Trust 1997-B
(Exact name of obligor as specified in its charter)
Delaware 52-6854596
(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, DE 19890-0001
(Address of principal executive offices) (Zip code)
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Asset Backed Notes of Chase Manhattan Auto Owner Trust 1997-B
(Title of the indenture securities)
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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, pursuant to General
Instruction B, 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.
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.*
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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."*
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. Consolidated Reports of Condition and Income of
the trustee as of March 31, 1997.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the corresponding numbered exibits to the
form T-1 filed as Exhibit 25 to registration statement number 33-66026.
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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 30th day of May,1997.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Marianna C. Stershic
Marianna C. Stershic
Corporate Trust Officer
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EXHIBIT 6
May 30, 1997
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/ Marianna C. Stershic
Marianna C. Stershic
Corporate Trust Officer
