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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): June 11, 1998
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
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(Exact Name of registrant specified in its charter)
United States 333-36939 22-2382028
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(State or other (Commission File Number) (I.R.S. employer
Jurisdiction of Identification No.)
Incorporation)
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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Item 5. Other Events
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On June 11, 1998, the opinion of counsel to Chase Manhattan Auto Owner
Trust 1998-C (the "Trust") regarding the tax status of the Trust, dated as of
June 11, 1998 (the "Opinion"), was delivered by Simpson Thacher & Bartlett to
Chase Manhattan Bank USA, National Association.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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Exhibits
8.4 Opinion of Simpson Thacher & Bartlett with respect to the tax
status of the Trust, dated as of June 11, 1998.
23.5 Consent of Simpson Thacher & Bartlett (included as part of
Exhibit 8.4)
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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,
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NATIONAL ASSOCIATION (Registrant)
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By: /s/ Patricia Garvey
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Name: Patricia Garvey
Title: Vice President
Date: June 11, 1998
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INDEX TO EXHIBITS
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Sequentially
Exhibit Number Exhibit Numbered Pages
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8.4 Opinion of Simpson Thacher & Bartlett
with respect to the tax status of the
Trust, dated as of June 11, 1998.
23.5 Consent of Simpson Thacher & Bartlett
(included as part of Exhibit 8.4)
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Exhibit 8.4
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June 11, 1998
Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, Delaware 19801
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Re: The Issuance and Sale of $258,000,000.00
of Class A-1 5.588% Asset Backed Notes, $195,000,000.00
of Class A-2 5.747% Asset Backed Notes, $325,000,000.00
of Class A-3 5.800% Asset Backed Notes, $283,900,000.00
of Class A-4 5.850% Asset Backed Notes, and $32,889,211.45
of 6.000% Asset Backed Certificates by
Chase Manhattan Auto Owner Trust 1998-C
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Ladies and Gentlemen:
We have acted as tax counsel ("Federal Tax Counsel") for Chase
Manhattan Bank USA, National Association, a national banking association
organized under the laws of the United States (the "Seller"), in connection with
the issuance and sale of (i) $258,000,000.00 of Class A-1 5.588% Asset Backed
Notes, (ii) $195,000,000.00 of Class A-2 5.747% Asset Backed Notes, (iii)
$325,000,000.00 of Class A-3 5.800% Asset Backed Notes, (iv) $283,900,000.00 of
Class A-4 5.850% Asset Backed Notes (collectively, the "Notes") and (v) $
32,889,211.45 of 6.000% Asset Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities"), by Chase Manhattan Auto Owner Trust
1998-C, a statutory business trust organized under the Business Trust Act of the
State of Delaware (the "Trust"), pursuant to: (a) with respect to the Notes, the
Indenture, dated as of June 1, 1998 (the "Indenture"), between the Trust and
Norwest Bank Minnesota, National Association, as trustee (the "Indenture
Trustee"); and (b) with respect to the Certificates, the Amended and Restated
Trust Agreement, dated as of June 1, 1998 (the "Trust Agreement"), between the
Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The
Securities will
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-2- June 11, 1998
be offered for sale to investors pursuant to the Prospectus Supplement dated
June 11, 1998 (the "Prospectus Supplement") to the Prospectus dated February 6,
1998 (the "Prospectus").
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning assigned to such terms in the
Prospectus Supplement.
In delivering this opinion, we have reviewed: (i) the
Prospectus, (ii) the Prospectus Supplement, (iii) the Indenture, (iv) the Trust
Agreement, (v) the Sale and Servicing Agreement, dated as of June 1, 1998 (the
"Sale and Servicing Agreement"), between the Seller and the Trust and (vi) forms
of the Securities. We also have examined such other documents, papers, statutes
and authorities as we have deemed necessary to form the basis for the opinions
expressed herein.
In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us. As to certain matters of fact relevant to the opinions
hereinafter expressed, we have relied upon the representations and warranties
set forth in the Indenture, the Trust Agreement and the Sale and Servicing
Agreement.
On the basis of the foregoing and assuming, with your
permission, that (i) the Trust is formed and maintained in accordance with the
discussion set forth in the Prospectus and the Prospectus Supplement and is
operated in compliance with the terms of the Trust Agreement, (ii) the terms of
the Indenture, the Trust Agreement and the Sale and Servicing Agreement are not
amended, and (iii) the aggregate amount of the Late Fees received or accrued
each year by the Trust on, or with respect to, the Receivables will be equal to,
or less than, five percent (5%) of the aggregate amount of the Late Fees and
interest or other income accrued or received by the Trust on, or with respect
to, the Receivables each such year, we (a) hereby confirm our opinions (the
"Prospectus Opinions") set forth in the Prospectus Supplement under the caption
"Certain Federal Income Tax Consequences" and (b) that, subject to the
qualifications set forth therein, the statements set forth in the Prospectus
Supplement under the caption "Certain Federal Income Tax Consequences," insofar
as such statements purport to constitute summaries of United States federal tax
law and regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters discussed therein in all material respects.
We express no opinion with respect to the transactions
referred to herein and in the Prospectus or the Prospectus Supplement other than
as expressly set forth herein. The Prospectus Opinions are not binding on the
Internal Revenue Service ("IRS") and the IRS could disagree with the Prospectus
Opinions. Although we believe that the Prospectus Opinions would be sustained if
challenged, there can be no assurance that this will be the case.
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-3- June 11, 1998
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the federal law of
the United States.
We hereby consent to the use of this opinion for filing as
Exhibit 8.4 to the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
