SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
CHASE MANHATTAN CREDIT CARD MASTER TRUST
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(Exact name of registrant as
specified in its charter)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(formerly known as "The Chase Manhattan Bank (USA)")
(Sponsor of the Trust)
United States 33-40006 22-2382028
33-45135
33-91504
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
802 Delaware Avenue, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (302) 575-5050
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a 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: No: X
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.
Registrant has not been involved in bankruptcy proceedings during the preceding
five years.
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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 Manhattan Credit
Card Master Trust (the "Trust"), which is maintained pursuant to the Amended
and Restated Pooling and Servicing Agreement (the "Agreement") between Chase
Manhattan Bank USA, National Association (formerly known as The Chase Manhattan
Bank (USA)) (the "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 Manhattan Credit Card
Master Trust is the Issuer of Asset Backed Certificates, Series 1991-1,
1991-2,1992-1, 1995-1, 1995-2, 1996-1, 1996-2, 1996-3 and 1996-4.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
Information regarding the Trust is included in the monthly report to
Certificateholders for the month of December 1996 filed on Form 8-K on
January 24, 1997.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings with
respect to the Trust, involving the Trust, Norwest Bank Minnesota,
National Association, (the "Indenture Trustee"), Wilmington Trust Company
(the "Owner Trustee") or Chase Manhattan Bank USA, National Association
(the "Servicer").
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.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the knowledge of the registrant, the Certificates are traded in
the over-the-counter market to a limited extent.
The records of the Trust indicate that as of December 31, 1996, there
was one Certificateholder of record.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted.
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, 1996, the numbers of Certificateholders of record
holding more than 5% of each of the Series of Asset Backed Certificates are
as follows:
Series class number of 5% holders
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1991-1 0
1991-2 0
1992-1 4
1995-1: A 5
B 1
1995-2: A 5
B 3
1996-1: A 6
B 2
1996-2: A 2
B 1
1996-3: A 6
B 1
1996-4: A 6
B 2
Item 13. Certain Relationships and Related Transactions.
Omitted.
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
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99.1 Annual Statement of Compliance for the year
ended December 31, 1996.
99.2 Annual Independent Public Accountant's
Servicing Statement for the year ended
December 31, 1996.
(b), (c), (d) Omitted.
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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
Date: March 28, 1997
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By: /s/ Keith Schuck
Name: Keith Schuck
Title: Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
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INDEX TO EXHIBITS
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Exhibit Number Description
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99.1 Annual Statement of Compliance for
the year ended December 31, 1996.
99.2 Annual Independent Public
Accountant's Servicing Statement
for the year ended December 31, 1996.
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Exhibit 99.1
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THE CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
_____________________________________________________
Chase Manhattan Credit Card Master Trust
_____________________________________________________
The undersigned, a duly authorized representative of The Chase
Manhattan Bank USA, National Association ("Chase"), as Servicer pursuant to
the Amended and Restated Pooling and Servicing Agreement dated as of July 1,
1996 (the "Pooling and Servicing Agreement") by and between Chase and Yasuda
Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), does hereby
certify that:
1. Chase is 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 3.05 of
the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during the
calendar year ended December 31, 1996 was conducted under my
supervision.
5. Based on such review, the Servicer has, to the best of my
knowledge, fully performed all its obligations under the Pooling and
Servicing Agreement throughout such calendar year 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 me to
have been made during the calendar year ended December 31, 1996 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 25th day of March, 1997.
/s/Keith Schuck
Name: Keith Schuck
Title: Controller
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Exhibit 99.2
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Letterhead of Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
Telephone: 212-596-7000
Facsimile: 212-596-8910
Report of Independent Accountants
March 25, 1997
To the Board of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31, 1996, the
Chase Manhattan Bank USA, N.A. 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 the internal control structure over servicing
of securitized credit card receivables, testing and evaluating the design and
operating effectiveness of the internal control structure, 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 any internal control structure, 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 the
internal control structure 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, 1996, the
Chase Manhattan Bank USA, N.A. 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.
Signed: Price Waterhouse LLP
