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, 1998
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-32737
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Chase Manhattan Marine Owner Trust 1997-A
(issuer)
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The Chase Manhattan Bank USA, National Association
(depositor)
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(Exact name of registrant as specified in its charter)
Delaware 22-2382028
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(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 Marine 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.
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain Marine 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, 1998
was $2,384,533.75. As of December 31, 1999, the aggregate
Pool Balance of receivables in the Trust was
$170,359,600.44 and the aggregate principal balances of
delinquent Receivables in the Trust were as follows:
Delinquency Principal Balance
----------- -----------------
31-59 days $1,371,633.99
60-89 days $ 816,510.27
90-119 days $ 645,996.34
120+ days $ 0.00
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.
As of December 31, 1998, 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").
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 using microprocessors to
recognize and properly process date fields containing a two digit year.
Because The CIT Group/Sales Financing, Inc. ("Servicer") is dependent
upon the proper functioning of computer systems, failure of its systems
or vendor systems to be Year 2000 compliant could have a material
adverse effect on the Securityholders. Significant Year 2000 failures in
the Servicer's systems or in the systems of third parties (or third
parties upon whom they depend) could have a material adverse effect on
its financial condition and results of operations. Failure of this kind
could, for example, result in problems with collecting or processing
payments on the Contracts and payments to Securityholders; incomplete or
inaccurate accounting or reporting; and generation of erroneous results.
The Servicer continues to address the Year 2000 issue as it relates to
its systems and business. The Servicer has developed a comprehensive
Year 2000 project to remediate its information technology systems and to
address Year 2000 issues in its non-information technology systems. 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 process of
remediation includes the following phases: planning, assessing,
designing, programming and testing and validation. The Servicer's Year
2000 project is expected to be substantially completed March 31, 1999.
The Servicer depends upon the proper functioning of third party
computer and non-information technology systems. The Servicer has
been communicating with those parties with whom it has important
financial, supplier or operational relationships to determine the
extent to which those parties are vulnerable to the Year 2000 issue. As
part of the process of evaluating its options and attempting to mitigate
third party risks, the Servicer is collecting and analyzing information
from third parties. It is difficult to predict the effect of such third
party non-readiness on its business.
The Servicer continues to formulate a contingency plan for business
continuation in the event of Year 2000 systems failures. The Servicer
expects to complete its information technology systems Year 2000
contingency by June 30, 1999, and to test this contingency plan
thereafter.
While the Servicer has made and will continue to make certain
investments related to the Year 2000 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.
All Year 2000 information provided herein is a "Year 2000 Readiness
Disclosure" as defined in the Year 2000 Information and Readiness
Disclosure Act and is subject to the terms thereof. This Year 2000
information is provided pursuant to securities law requirements and it
may not be taken as a form of covenant, warranty, representation or
guarantee of any kind.
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, 1998, 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").
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.
The following reports were filed on Form 8-K in 1998:
Date Items Reported Financial statements
- - ---- -------------- --------------------
January 30, 1998 5, 7 monthly report to certificateholders
dated 1/15/98
March 2, 1998 5, 7 monthly report to certificateholders
dated 2/16/98
March 24, 1998 5, 7 monthly report to certificateholders
dated 3/16/98
April 23, 1998 5, 7 monthly report to certificateholders
dated 4/15/98
May 29, 1998 5, 7 monthly report to certificateholders
dated 5/15/98
June 24, 1998 5, 7 monthly report to certificateholders
dated 6/15/98
July 28, 1998 5, 7 monthly report to certificateholders
dated 7/15/98
August 31, 1998 5, 7 monthly report to certificateholders
dated 8/17/98
October 2, 1998 5, 7 monthly report to certificateholders
dated 9/15/98
October 30, 1998 5, 7 monthly report to certificateholders
dated 10/23/98
November 30, 1998 5, 7 monthly report to certificateholders
dated 11/16/98
December 22, 1998 5, 7 monthly report to certificateholders
dated 12/15/98
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 Marine Owner Trust 1997-A
by The CIT Group/Financing, Inc.
as Servicer
By: /s/ Frank Garcia
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Name: Frank Garcia
Title: Vice President
Date: March 31, 1999
<PAGE>
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 Management's Assertion
28.3 Annual Independent Accountant's Servicing Report
pursuant to Section 4.11 of the
Sale and Servicing Agreement
28.4 Annual Issuer's Certificate of
Compliance
<PAGE>
Exhibit 28.1
CHASE MANHATTAN MARINE 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 October 1, 1997 (the "Agreement"), among
CITSF, as Servicer, Chase Manhattan Bank USA, National
Association and The Chase Manhattan Bank, as Sellers, and Chase
Manhattan Marine 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
10th day of March, 1999.
THE CIT GROUP/SALES
FINANCING, INC., as Servicer
/s/ Frank Madeira
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Name: Frank Madeira
Title: Vice President
<PAGE>
Exhibit 28.2
[THE CIT GROUP LETTERHEAD}
March 5, 1999
MANAGEMENT'S ASSERTION
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As of and for the year ended December 31, 1998, The CIT Group/Sales Financing,
Inc. and The CIT Group/Consumer Finance, Inc. (the Companies), both wholly
owned subsidiaries of The CIT Group, Inc., have complied in all material
respects with the minimum servicing standards as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers. As of and for this same period, the Companies have in
effect a fidelity bond and errors and omissions policy in the amount of
$50 million and $5 million, respectively.
The CIT Group/Sales Financeing Inc.
/s/ James J. Egan, Jr.
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James J. Egan, Jr.
President and Chief Executive Officer
The CIT Group/Consumer Finance, Inc.
/s/ Thomas Hallman
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Thomas Hallman
President and Chief Executive Officer
<PAGE>
Exhibit 28.3
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Report
The Board of Directors
The CIT Group Inc.:
We have examined management's assertion about The CIT Group/Sales
Financing, Inc. and The CIT Group/Consumer Finance, Inc.'s (the Companies),
both wholly-owned subsidiaries 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, 1998 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 December 31, 1998
is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
March 5, 1999
<PAGE>
Exhibit 28.4
CHASE MANHATTAN MARINE 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
Marine 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 October 1, 1997 (the "Indenture") and the
Sale and Servicing Agreement, dated as of October 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 MARINE OWNER TRUST 1997-A
BY: WILMINGTON TRUST COMPANY, as Owner Trustee
/s/ Denise M. Geran
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Name: Denise M. Geran
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
