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 333-7575
Chase Manhattan Auto Owner Trust 1997-A
(issuer)
The Chase Manhattan Bank USA, National Association
(depositor)
(Exact name of registrant as
specified in its charter)
Delaware. 13-2633612
(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.
Exhibit Index is on page 6.
<PAGE>
Introductory Note
Chase Manhattan Auto Owner Trust 1997-A (the "Trust") was formed
pursuant to a Trust Agreement (the "Agreement") between The Chase
Manhattan Bank USA, National Association (the "Bank"), as seller
and servicer, 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.
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain auto loan receivables from
the Bank pursuant to a Sale and Servicing Agreement (the
"Sale and Servicing Agreement"). The aggregate amount of
charge-offs with respect to the assets of the Trust for
the year ended December 31, 1997 was $2,911,808.05. As of
December 31, 1997, the aggregate principal balance of
Receivables in the Trust was $843,430,485, and the
aggregate principal balances of delinquent Receivables in
the Trust were as follows:
delinquency principal
balance
30-59 days $11,269,522.43
60-89 days $2,859,903.61
90-120 days $1,433,348.01
120+ days $2,316,490.64
Item 3. Legal Proceedings
The registrant knows of no material pending proceedings
with respect to the Trust, the Trustee or the Bank.
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
The Chase Manhattan Corporation (the "Corporation") has
been actively working on the year 2000 computer problem
for the past several years and has made significant
progress in repairing its systems. The Corporation's year
2000 remediation program includes repair of the systems of
the Servicer for the Trust. To date, the Corporation has
completed the inventory, assessment and strategy phases of
its year 2000 program. During these phases, the
Corporation identified hardware and software that required
modification, developed implementation plans, prioritized
tasks and established implementation time frames. The
process undertaken by the Corporation has required working
with vendors, third-party service providers and customers,
as well as with the Corporation's internal users of
systems applications. Although many applications,
interfaces and locations are already able to handle post-
year 2000 data processing, much work remains to be
completed. During 1998, year 2000 activities are being
given highest priority, and the Corporation is targeting
to have all major systems repaired, including those
systems that are used by the Corporation in connection
with the Trust, and the majority of testing of such
systems, including those used in connection with the
Trust, completed by year end. Notwithstanding the
substantial expense involved in such efforts by the
Corporation, it is not expected that the Trust will be
required to bear any expense in connection with the
Corporation's year 2000 remediation program.
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 representing interests in the Trust equal
to more than 5% of the total principal amount of
Certificates 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
23.1 Consent of Independent Accountants
28.1 Annual Management Report on Internal Controls
28.2 Annual Servicer's Certificate pursuant
to Section 4.10 of the Agreement
28.3 Annual Independent Accountant's
Servicing Reports pursuant to Section 4.11 of
the Agreement
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K in the
fourth quarter of 1997:
date items reported financial statements
October 20, 1997 5, 7 monthly report to
security holders
dated 10/15/97
November 26, 1997 5, 7 monthly report to
security holders
dated 11/17/97
December 23, 1997 5, 7 monthly report to
security holders
dated 12/15/97
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 Auto Owner Trust 1997-A
by Chase Manhattan Bank USA, National
Association
By: /s/ Patricia Garvey
Name: Patricia Garvey
Title: Vice President
Date: March 31, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
23.1 Consent of Independant Accounts
28.1 Annual Management Report on Internal Controls
28.2 Annual Servicer's Certificate
pursuant to Section 4.10 of the
Agreement
28.3 Annual Accountant's Report
pursuant to Section 4.11 of the
Agreement
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 333-7575) and on Form S-1 (Nos. 33-94460, 33-99546,
33-98308) of The Chase Manhattan Bank and Chase Manhattan Bank
USA, National Association of our report dated March 25, 1998
appearing as Exhibit 28.2 of this Form 10-K.
PRICE WATERHOUSE LLP
New York, New York
March 31, 1998
<PAGE>
Exhibit 28.1
March 25, 1998
Management Report on Internal Control Over Servicing of
Securitized Automobile Financing Receivables
Management of Chase Manhattan Bank USA, N.A. is responsible for
establishing and maintaining an effective system of internal
control over servicing of securitized automobile financing
receivables, which is designed to provide reasonable assurance
regarding the proper servicing of securitized automobile
financing receivables. The system contains self-monitoring
mechanisms, and actions are taken to correct deficiencies as they
are identified.
There are inherent limitations in the effectiveness of any system
of internal control, including the possibility of human error and
the circumvention or overriding of controls. Accordingly, even
an effective internal control system can provide only reasonable
assurance with respect to servicing of securitized automobile
financing receivables. Further, because of changes in
conditions, the effectiveness of an internal control system may
vary over time.
Management of Chase Manhattan Bank USA, N.A. assessed its system
of internal control over servicing of securitized automobile
financing receivables as of December 31, 1997 in relation to
criteria for effective internal control described in "Internal
Control - Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on
this assessment, management believes that, as of December 31,
1997, Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized
automobile financing receivables.
/s/ Keith Schuck
Keith Schuck
Vice President
Chase Manhattan Bank USA, N.A.
<PAGE>
Exhibit 28.2
ANNUAL SERVICER'S CERTIFICATE
CHASE MANHATTAN BANK USA, N.A.
Chase Manhattan Grantor Trust 1997-A
The undersigned, a duly authorized representative of Chase
Manhattan Bank USA, N.A. ("Chase USA"), as Seller and Servicer
pursuant to the Sale and Servicing Agreement dated as of February
28, 1997 (the "Sale and Servicing Agreement") by and between
Chase USA, Norwest Bank Minnesota, National Association, as
Indenture Trustee (the "Indenture Trustee"), and Wilmington Trust
Company, as Owner Trustee (the "Owner Trustee") does hereby
certify that:
A review of the activities of the Servicer during the period
from March 1, 1997 until December 31, 1997 was conducted under my
supervision.
Based on such review, the Servicer has, to the best of my
knowledge, fully performed in all material respects all its
obligations under the Pooling and Servicing Agreement throughout
such period and no material default in the performance of such
obligations has occurred or is continuing except as set forth in
paragraph 3 below.
None.
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 25th day of March 1998.
/s/ Keith Schuck
Keith Schuck
Vice President
<PAGE>
Exhibit 28.3
Report of Independent Accountants
March 25, 1998
To the Board of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31,
1997, Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized
automobile financing receivables, included in the accompanying
Management Report on Internal Control Over Servicing of
Securitized Automobile Financing 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 over servicing of securitized automobile financing
receivables, testing and evaluating the design and operating
effectiveness of the internal control, 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, errors
or irregularities may occur and not be detected. Also,
projections of any evaluation of the internal control over
financial reporting to future periods are subject to the risk
that the internal control 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,
1997, Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized
automobile financing 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.
PRICE WATERHOUSE LLP
New York, New York
March 31, 1998
