<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): October 17, 1997
CHASE MANHATTAN BANK USA, NATIONAL ASSOCATION
(Exact Name of registrant specified in its charter)
United States 333-36939 22-2382028
(State or other (Commission (I.R.S. employer
Jurisdiction File Number) Identification No.)
of Incorporation)
802 Delaware Avenue
Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant's telephone number: (302) 575-5033
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2
Item 5. Other Events
On October 17, 1997, Chase Manhattan Bank USA, National Association ("Chase
USA") formed Chase Manhattan Auto Owner Trust 1997-C (the "Issuer") pursuant to
a Trust Agreement, dated as of October 17, 1997, between Chase USA and
Wilmington Trust Company, as Owner Trustee (the "Owner Trustee").
On October 17, 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 October 20, 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,
NATIONAL ASSOCIATION (Registrant)
By: /s/ Keith Schuck
Name: Keith Schuck
Title: Controller
Date: October 17, 1997
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Sequentially
Exhibit Numbered
Number Exhibit Pages
- --------- ------- ------------
4.3(A)(3) Certificate of Trust of the Issuer. 1
4.3(B)(3) Trust Agreement pursuant to which the Issuer was formed. 2
was formed.
25.2 Statement of the Indenture Trustee on Form T-1 as to its 4
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)
CERTIFICATE OF TRUST OF
Chase Manhattan Auto Owner Trust 1997-C
THIS Certificate of Trust of Chase Manhattan Auto Owner Trust 1997-C (the
"Trust"), dated as of October 17, 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. ss.3801 et
seq.).
1. Name. The name of the business trust formed hereby is Chase Manhattan
Auto Owner Trust 1997-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 as of the date filed.
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
Name: Emmett R. Harmon
Title: Vice President
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Exhibit 4.3(B)(3)
TRUST AGREEMENT, dated as of October 17, 1997, between Chase Manhattan Bank
USA, National Association, 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-C", 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. 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 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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3
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,
NATIONAL ASSOCIATION, as Seller
By: /s/ Keith Schuck
Name: Keith Schuck
Title: Vice President
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner
Trustee
By: /s/ Emmett R. Harmon
Name: Emmett R. Harmon
Title: Vice President
<PAGE>
Filing pursuant to Registration
Statement number 333-36939
================================================================================
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
-----------------------------
__ 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)
-----------------------------
Chase Manhattan Auto Owner Trust 1997-C
(Exact name of obligor as specified in its charter)
Delaware 52-6875609
(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)
-----------------------------
Asset Backed Notes of Chase Manhattan Auto Owner Trust 1997-C
(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 June 30, 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 20th day of October, 1997.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Marianna C. Stershic
Marianna C. Stershic
Assistant Vice-President
<PAGE>
EXHIBIT 6
October 20, 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
Assistant Vice-President
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
3-8 March 13, 1997
Charles F. Sawyer
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55402-1498
Re: Norwest Bank Minesota, National Association
Incoming letter dated February 28, 1997
Dear Mr. Sawyer:
This letter is to inform you that your written request for a continuing
hardship exemption, as provided in Rule 202 of Regulation S-T, has been
/x/ Granted / / Denied
for Exhibit 7 "Consolidated Reports of Conditions & Income" to Form T-1.
Sincerely,
/s/ Katie C. Nix
Katie C. Nix
Office of Information & Analysis
