SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 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, 1997
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-32263
Chase Manhattan RV Owner Trust 1997-A
(issuer)
The Chase Manhattan Bank USA, National Association
(depositor)
(Exact name of registrant as
specified in its charter)
Delaware. 22-2382028
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification
Number)
802 Delaware Avenue, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5033
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 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 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. __X__
State the aggregate market value of the voting stock held by non-
affiliates of the registrant:
The registrant has no voting stock or class of common stock
outstanding as of the date of this report.
<PAGE>
Introductory Note
Chase Manhattan RV Owner Trust 1997-A (the "Trust") was formed
pursuant to a Trust Agreement (as amended, the "Agreement") among
The Chase Manhattan Bank and Chase Manhattan Bank USA, National
Association (the "Bank"), as sellers, and an unrelated trustee
(the "Trustee"). The Trust files reports pursuant to Sections 13
and 15(d) of the Securities Exchange Act of 1934, as amended the
("Exchange Act"), in the manner described in "no-action" letters
submitted to the Office of Chief Counsel on behalf of the
originators of comparable trusts. Accordingly, responses to
certain Items have been omitted from or modified in this Annual
Report on Form 10-K.
Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain RV loan receivables from
the Bank pursuant to a Sale and Servicing Agreement (the
"Sale and Servicing Agreement"). The aggregate amount of
Losses on all Liquidated Receivables with respect to the
assets of the Trust for the year ended December 31, 1997
was $261,633.92. As of December 31, 1997, the aggregate
Pool Balance of receivables in the Trust was
$814,555,343.03 and the aggregate principal balances of
delinquent Receivables in the Trust were as follows:
delinquency principal
balance
31-59 days $9,039,326.43
60-89 days $2,569,487.69
90-119 days $2,046,078.73
120+ days $1,935,601.28
Item 3. Legal Proceedings
The registrant knows of no material pending proceedings
with respect to the Trust or the Trustee.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders
during the fiscal year covered by this report.
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
certificates of beneficial interest (the "Certificates").
The Trust has also issued certain debt securities (the
"Notes"). To the knowledge of the registrant, the
Certificates and the Notes are traded in the over-the-
counter market to a limited extent.
The records of the Trust indicate that as of December 31,
1997, there was one Certificateholder of Record, and one
Noteholder of record.
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Year 2000 Compliance
The Year 2000 compliance issue arises out of the inability
of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields
containing a 2 digit year. In response to this issue, The CIT
Group/Sales Financing, Inc. ("Servicer") has developed a
comprehensive project to ensure that its software applications
and systems are Year 2000 compliant. The scope of this project
includes, among other things, the assessment of "at risk"
applications and systems, an assessment of the interdependencies
of various systems and the relative importance of each system to
the business, the design and execution of required modifications
to achieve Year 2000 compliance, and the plans for testing of
modifications to verify Year 2000 compliance. The Servicer
expects to complete substantially all Year 2000 remediation and
testing by the end of the first quarter of 1999. The Servicer's
ability to meet this timetable is in part dependent upon the
ability of third parties, such as software vendors and
developers, to meet their stated deadlines. In addition, the
Servicer is communicating with other third parties, including
vendors, borrowers and obligors, to determine the status of their
Year 2000 compliance efforts in an effort to reduce the
Servicer's potential exposure to such third parties' Year 2000
issues. While the Servicer has made and will continue to make
certain investments related to this project, the financial impact
to the Servicer of such investments has not been, and is not
anticipated to be, material to its financial position or results
of operations.
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.
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, 1997, except for a Certificate
registered in the name of the registrant, all of the
Certificates 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
records of DTC indicate that at December 31, 1997, there
were 13 participants in the DTC system that held positions
in Certificates or Notes representing interests in the
Trust equal to more than 5% of the total principal amount
of Certificates or Notes of one or more classes
outstanding on that date.
The registrant understands that DTC has no knowledge of
the actual beneficial owners of the Certificates held of
record by CEDE & Co., and that DTC knows only the identity
of the participants to whose accounts such Certificates
are credited, who may or may not be the beneficial owners
of the Certificates.
Item 13. Certain Relationships and Related Transactions
None.
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 Servicer's Certificate pursuant
to Section 4.9 of the Sale and Servicing
Agreement.
28.2 Annual Independent Accountant's
Servicing Report pursuant to Section 4.11 of
the Sale and Servicing Agreement.
28.3 Annual Issuer's Certificate of
Compliance.
(b) Reports on Form 8-K.
No reports were filed on Form 8-K in the fourth quarter
of 1997.
SIGNATURE
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.
Chase Manhattan RV Owner Trust 1997-A
by The CIT Group/Financing, Inc.
as Servicer
By: /s/ Frank Garcia
Name: Frank Garcia
Title: Vice President
Date: March 31, 1998
INDEX TO EXHIBITS
Exhibit Number Description
28.1 Annual Servicer's Certificate
pursuant to Section 4.9 of the
Sale and Servicing Agreement
28.2 Annual Independent Accountant's Servicing Report
pursuant to Section 4.11 of the
Sale and Servicing Agreement
28.3 Annual Issuer's Certificate of
Compliance
<PAGE>
Exhibit 28.1
CHASE MANHATTAN RV OWNER TRUST 1997-A
ANNUAL OFFICER'S CERTIFICATE
COMPLIANCE WITH AGREEMENT
The undersigned certifies that he is a Vice President of The
CIT Group/Sales Financing, Inc., a corporation organized under
the laws of Delaware ("CITSF"), and that as such he is duly
authorized to execute and deliver this certificate on behalf of
CITSF in connection with Section 4.9(a) of the Sale and Servicing
Agreement, dated as of September 1, 1997 (the "Agreement"), among
CITSF, as Servicer, Chase Manhattan Bank USA, National
Association and The Chase Manhattan Bank, as Sellers, and Chase
Manhattan RV Owner Trust 1997-A, as Issuer, for which Wilmington
Trust Company acts as Owner Trustee (all capitalized terms used
herein without definition having the respective meanings
specified in the Agreement). The undersigned further certifies
that a review of the activities of CITSF during the preceding
calendar year and of its performance under the Agreement has been
made under his supervision and to the best of his knowledge,
based on such review, CITSF has fulfilled all its obligations
under the Agreement throughout the preceding calendar year.
IN WITNESS WHEREOF, I have affixed hereto my signature this
day of February, 1998.
THE CIT GROUP/SALES
FINANCING, INC., as Servicer
/s/ Frank Garcia
Name: Frank Garcia
Title: Vice President
<PAGE>
Exhibit 28.2
[LETTERHEAD OF THE KPMG PEAT MARWICK LLP]
Independent Auditors' Report
The Board of Directors
The CIT Group/Sales Financing, Inc.:
We have examined management's assertion about The CIT Group/Sales
Financing, Inc.'s (the Company), a wholly-owned subsidiary of The
CIT Group, Inc., compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers as of
and for the year ended December 31, 1997 included in the
accompanying management assertion. Management is responsible for
the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about
the Company's compliance with the minimum servicing standards and
performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not
provide a legal determination on the Company's compliance with
the minimum servicing standards.
In our opinion, management's assertion that the Company has
complied in all material respects with the aforementioned minimum
servicing standards as of and for the year ended DecemberE31,
1997 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
March 13, 1998
<PAGE>
Exhibit 28.3
CHASE MANHATTAN RV OWNER TRUST 1997-A
ANNUAL ISSUER'S CERTIFICATE
COMPLIANCE WITH INDENTURE
The undersigned certifies that he is an Authorized Officer
of Wilmington Trust Company, as Owner Trustee for Chase Manhattan
RV Owner Trust 1997-A and that he is duly authorized to execute
and deliver this certificate on behalf of the Issuer in
connection with Section 3.9 of the Indenture between the Issuer
and Norwest Bank Minnesota, National Association, as Indenture
Trustee, dated as of September 1, 1997 (the "Indenture") and the
Sale and Servicing Agreement, dated as of September 1, 1997 (the
"Agreement"), among CITSF, as Servicer, Chase Manhattan Bank USA,
National Association and Chase Manhattan Bank, as Sellers, and
Wilmington Trust Company, as Owner Trustee. All capitalized
terms used herein without definition shall have the respective
meanings specified in the Indenture and the Agreement.
The undersigned further certifies that a review of the
activities of the Issuer for the preceding calendar year has been
made under his supervision and, to the best of his knowledge, the
Issuer has fulfilled its obligations under the Indenture for the
preceding calendar year.
IN WITNESS WHEREOF, I have affixed hereto my signature as of
this day of February, 1998.
CHASE MANHATTAN RV OWNER TRUST 1997-A
BY: WILMINGTON TRUST COMPANY, as Owner Trustee
/s/ Denise M. Green
Name: Denise M. Green
Title: Financial Services Officer
The CIT Group/Sales Financing, Inc., as Servicer, hereby requests
that Wilmington Trust Company execute the above Issuer's
Certificate and deliver it to Norwest Bank, Minnesota National
Association, as Indenture Trustee.
THE CIT GROUP/SALES
FINANCING, INC., as Servicer
/s/ Frank Garcia
Name: Frank Garcia
Title: Vice President
