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
33-40006
33-45135
Commission file number 33-91504
Chase Manhattan Credit Card Master Trust
(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. On March 22, 1991,
the registrant was issued a no-action letter (the "No-Action
Letter") by the Commission with respect to certain of the
registrant's reporting requirements pursuant to Section 13 or
15(d) of the Act.
<PAGE>
This Annual Report on Form 10-K is filed in accordance with a
letter dated March 22, 1991 issued by the Office of Chief
Counsel, Division of Corporation Finance of the Securities and
Exchange Commission (the "Division") stating that the Division
will raise no objection if the Chase Manhattan Credit Card Master
Trust (the "Trust"), which is maintained pursuant to the Amended
and Restated Pooling and Servicing Agreement (the "Agreement")
between Chase Manhattan Bank USA, National Association (formally
known as The Chase Manhattan Bank (USA)) (the "Bank"), as seller
and servicer, and an unrelated trustee (the "Trustee"), files
reports pursuant to Sections 13, 15(d), and 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in the
manner described in letters dated January 16, 1991 and March 14,
1991, submitted to the Office of Chief Counsel on behalf of the
originators of the Trust. Accordingly, responses to certain
Items have been omitted from or modified in this Annual Report on
Form 10-K. The Chase Manhattan Credit Card Mastertrust is the
Issuer of Asset Backed Certificates, Series 1991-1, 1991-2, 1992-
1, 1995-1, 1995-2, 1996-1, 1996-2, 1996-3, and 1996-4.
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
The aggregate Investor Default Amount reported on
Form 8-K in 1997 was $431,469,489. There were no
Investor Charge-offs for the same period. As of
December 31, 1997, Accounts in the Master Trust, having
an aggregate balance of $462,903,495, or 6.16% of all
Receivables, were delinquent 1-29 days; Accounts
having an aggregate balance of $125,497,719 or 1.67% of
all Receivables, were delinquent 30-59 days; Accounts
having an aggregate balance of $82,475,871 or 1.10% of
all Receivables, were delinquent 60-89 days; Accounts
having an aggregate balance of $156,824,433 or 2.09% of
all Receivables, were delinquent 90 days or more.
Item 3. Legal Proceedings
The registrant knows of no material pending
proceedings with respect to the Trust, the Trustee, The
Chase Manhattan Bank or Chase Manhattan Bank USA, N.A.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of
Certificateholders during the fiscal year covered by
this report.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholders
Matters
To the knowledge of the registrant, the
Certificates 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.
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 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, 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 Commission has
concurred with the registrant's position that the
registrant may consider holders of interests in the DTC
System or DTC participants to be "holders of record"
for the purposes of this Item 12. The records of DTC
indicate that at December 31, 1997, there were 14
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 one or
more classes 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) 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 3.05
of the Agreement.
28.2 Annual Independent Accountants' Servicing Reports
pursuant to Section 3.06 of the Agreement.
28.3 Consent of Independent Accountants.
(b) Reports on Form 8-K
The following Current Reports on Form 8-K were filed by the
registrant during the fourth quarter of 1997:
(1) Current Report on Form 8-K, dated
October 20, 1997 reporting Items 5 and 7(c),
providing the Monthly Certificateholders'
Statement with respect to the October 15, 1997
distribution.
(2) Current Report on Form 8-K, dated
November 26, 1997, reporting Items 5 and 7(c),
providing the Monthly Certificateholders'
Statement with respect to the November 17, 1997
distribution.
SIGNATURES
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 Credit Card Master Trust
by Chase Manhattan Bank USA, National
Association
by: /s/ Patricia Garvey
Name: Patricia Garvey
Title: Vice President
Date: March 24, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
Page
28.1 Annual Servicer's Certificate pursuant
to Section 3.05 of the Agreement.
28.2 Annual Accountant's Report pursuant to
Section 3.06 of the Agreement.
28.3 Consent of Independent Accountants.
<PAGE>
Exhibit 28.1
ANNUAL SERVICER'S CERTIFICATE
CHASE MANHATTAN BANK USA, N.A.
______________________________
Chase Manhattan Credit Card Master Trust
________________________________________________________
The undersigned, a duly authorized representative of
Chase Manhattan Bank USA, National Association ("Chase"), as
Servicer pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of June 1, 1996, (The "Pooling and
Servicing Agreement") by and between Chase and Yasuda Bank and
Trust Company (U.S.A.), as trustee (the "Trustee"), does hereby
certify that:
1. Chase is Servicer under the Pooling and Servicing
Agreement.
2. The undersigned is duly authorized pursuant to the
Pooling and Servicing Agreement to execute and deliver this
Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section
3.05 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during
the calendar year ended December 31, 1997, was conducted under my
supervision.
5. 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 six below.
6. The following is a description of each default in
the performance of the Servicer's obligations under the
provisions of the Pooling and Servicing Agreement including any
Supplement known to me to have been made during each period:
None.
IN WITNESS WHEREOF, the undersigned has duly executed
this certificate this 24th day of March, 1998.
_/s/ Keith Schuck____________________
Name: Keith Schuck
Title: Vice President/Controller
<PAGE>
Exhibit 28.2
Report of Independent Accountants
March 27, 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, the Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized credit
card receivables, included in the accompanying Management Report
on Internal Control over Servicing of Securitized Credit Card
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 internal
control over servicing of securitized credit card receivables,
testing and evaluating the design and operating effectiveness of
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 internal control, errors or
irregularities may occur and not be detected. Also, projections
of any evaluation of the system of internal control over
servicing of securitized credit card receivables to future
periods are subject to the risk that 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, the Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized credit
card 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.
/s/Price Waterhouse LLP
<PAGE>
Exhibit 28.3
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. 33-91504, 333-5205) and on Form S-1 (Nos. 33-89058)
of Chase Manhattan Bank USA, National Association of our report
dated March 27, 1998 appearing as Exhibit 28.2 of this Form 10-K.
/s/PRICE WATERHOUSE LLP
New York, New York
March 31, 1998
