<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): March 11, 1998
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CHASE MANHATTAN BANK USE, NATIONAL ASSOCIATION
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(Exact Name of registrant specified in its charter)
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<S> <C> <C>
United States 333-36939 22-2382028
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(State or other Jurisdiction of (Commission File Number) (I.R.S. employer
Incorporation) Identification No.)
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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 March 11, 1998, Chase Manhattan Bank USA, National
Association ("Chase USA") formed Chase Manhattan Auto Owner Trust 1998-B (the
"Issuer") pursuant to a Trust Agreement, dated as of March 11, 1998, between
Chase USA and Wilmington Trust Company, as Owner Trustee (the "Owner Trustee").
On March 11, 1998, 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 March 16, 1998, 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)(4) Certificate of Trust of the Issuer.
4.3(B)(4) Trust Agreement pursuant to which the Issuer was
formed.
25.3 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/ Patricia Garvey
------------------------------------
Name: Patricia Garvey
Title: Vice President
Date: March 11, 1998
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4
INDEX TO EXHIBITS
Exhibit Number Exhibit Sequentially
- -------------- ------- Numbered Pages
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4.3(A)(4) Certificate of Trust of the Issuer. 1
4.3(B)(4) Trust Agreement pursuant to which the Issuer 2
was formed.
25.3 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)(4)
CERTIFICATE OF TRUST OF
Chase Manhattan Auto Owner Trust 1998-B
---------------------------------------
THIS Certificate of Trust of Chase Manhattan Auto Owner Trust
1998-B (the "Trust"), dated as of March 11, 1998, 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 1998-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 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,
as trustee
By: /s/ Patricia A. Evans
------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer
<PAGE>
Exhibit 4.3(B)(4)
TRUST AGREEMENT, dated as of March 11, 1998, 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 1998-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. 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/ Patricia A. Evans
-------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer
<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 1998-B
(Exact name of obligor as specified in its charter)
Delaware 52-6897916
(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 1998-B
(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, 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 September 30, 1998.
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.
<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 16th day of March, 1998.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Marianna C. Stershic
-----------------------------
Marianna C. Stershic
Assistant Vice-President
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EXHIBIT 6
March 16, 1998
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
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EXHIBIT 7
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
