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 333-7575
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Chase Manhattan Auto Grantor Trust 1996-B
(issuer)
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The Chase Manhattan Bank USA, N.A.
(depositor)
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(Exact name of registrant as specified in its charter)
Delaware 13-2633612
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification
Number)
802 Delaware Avenue, Wilmington, Delaware 19801
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(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 Grantor Trust 1996-B (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement (the
"Agreement") between The Chase Manhattan Bank (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 is the holder of certain auto loans transferred to it by the
Bank's predecessor.
The aggregate amount of charge-offs with respect to the
assets of the Trust for the year ended December 31, 1998
was $6,496,667.48. As of December 31, 1998, the aggregate
principal balance of Receivables in the Trust was
$484,317,844.00, and the aggregate principal balances of
delinquent Receivables in the Trust were as follows:
Delinquency Principal Balance
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30-59 days $822,866.27
60-89 days $300,016.17
90-119 days $128,178.27
120+ days $289,420.35
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").
To the knowledge of the registrant, the Certificates 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").
The records provided to the Trust by DTC indicate that as of
December 31, 1998, the number of Certificateholders of Record for
each class of Certificates was as follows:
Series # of Holders
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1996-B A 49
B 2
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 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Year 2000 efforts for Chase Auto Finance are being
coordinated, managed and monitored as part of the Year 2000 efforts
of The Chase Manhattan Corporation (the "Corporation") by the
Corporation's Year 2000 Enterprise Program Office (the "Program
Office"). The Program Office reports directly to the Executive
Committee of the Corporation and is responsible for the Corporation's
Year 2000 efforts, both technical and business-related, on a global
basis. In addition, a Year 2000 Core Team (the "Core Team"),
consisting of senior managers from internal audit, technology risk
and control, financial management and control, the technology
infrastructure division, legal and the Program Office, provides
independent oversight of the process. The Core Team, which also
reports directly to the Corporation's Executive Committee, is
charged with identifying key risks and ensuring necessary management
attention for timely resolution of project issues.
The Corporation's Year 2000 Program continues to progress. As
of January 1, 1999, the Corporation established a Year 2000
Business Risk Council, comprised of approximately 20 senior business
leaders -- line managers, risk managers, and representatives of
key staff functions -- to identify potential Year 2000 business
risks, coordinate planning and readiness efforts, refine contingency
plans for Year 2000, and establish a Year 2000 command center
structure and rapid response teams.
The Corporation's Year 2000 Program is tracked against well-
defined milestones. The Corporation completed its inventory and
assessment phases on schedule on September 30, 1997, identifying
affected hardware and software, prioritizing tasks and establishing
implementation plans. As of December 31, 1998, substantially all of
the applications related to the operations of Chase Auto Finance
had been remediated. In 1999, attention will continue to be focused
on completing the remediation of all business software applications,
as well as ensuring that those software application systems that have
been remediated, tested and certified are, and remain, Year 2000
ready.
Since early 1999, the Corporation has increased its
tracking and risk management of third party service providers. In
addition, a major focus of 1999 has been continued customer and
"street" (i.e., industry-wide) testing. Testing initiatives commenced
during the third quarter of 1998 and the Corporation expects to
continue to participate in customer and street tests as they continue
to be scheduled during the remainder of 1999.
At December 31, 1998, the Corporation's estimate for Year 2000
remediation costs for 1997 - 1999 was approximately $363 million.
None of these costs will be borne by the Trust.
In its normal course of business, the Corporation manages many
types of risk. The Corporation recognizes that the risks
presented by Year 2000 are unique given the pervasive nature of the
problem and the higher likelihood that Year 2000 risk may present
itself in multiple, simultaneous impacts. Because of this, the
Corporation has adjusted and will continue to adjust its risk
management processes and contingency plans to take the most
probable anticipated effects into account. In this regard,
the Corporation has begun its event planning for the Year 2000 with
the goal of preventing or mitigating potential disruptions. The
Corporation's Year 2000 events planning includes creation of command
centers; performance of dress rehearsals and simulation modeling
for various possible business and operation risks; establishment
of special rapid response technology teams; scheduling of
availability of key personnel; additional training and testing
activities; and the establishment of rapid decision processes.
The Corporation's expectations for completion of its Year 2000
remediation and testing efforts, the anticipated costs to complete
the project and the anticipated business, operational and financial
risks to the Corporation, Chase Auto Finance and the Trust are
subject to a number of uncertainties. In particular, a large
number of failures by account obligors, banks and other financial
institutions or other participants in the national payments system
could adversely affect the timing and amount of collections on the
Receivables.
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
The records of DTC indicate that at December 31, 1998, there
were 5 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.
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 1998:
Date Items Reported Financial Statements
January 22, 1998 5, 7 monthly report to
certificateholders
dated 1/15/98
February 24, 1998 5, 7 monthly report to
certificateholders
dated 2/16/98
March 19, 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 22, 1998 5, 7 monthly report to
certificateholders
dated 5/16/98
June 18, 1998 5, 7 monthly report to
certificateholders
dated 6/15/98
July 20, 1998 5, 7 monthly report to
certificateholders
dated 7/15/98
August 25, 1998 5, 7 monthly report to
certificateholders
dated 8/17/98
September 25, 1998 5, 7 monthly report to
certificateholders
dated 9/15/98
October 23, 1998 5, 7 monthly report to
certificateholders
dated 10/23/98
December 1, 1998 5, 7 monthly report to
certificateholders
dated 11/16/98
January 13, 1998 5, 7 monthly report to
certificateholders
dated 12/15/98
<PAGE>
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 Grantor Trust 1996-B
by: Chase Manhattan Bank USA, National
Association
By: /s/ Patricia Garvey
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Name: Patricia Garvey
Title: Vice President
Date: March 29, 1999
<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-1 (Nos. 33-94460,
33-99546, 33-98308) of The Chase Manhattan Bank of our report dated
March 15, 1999 appearing as Exhibit 28.2 of this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 1999
<PAGE>
Exhibit 28.1
March __, 1999
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, 1998 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,
1998, Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized
automobile financing receivables.
/s/ Keith Schuck
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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 Auto Grantor Trust 1996-B
The undersigned, a duly authorized representative of Chase
Manhattan Bank USA, N.A. ("Chase USA"), as Servicer pursuant to
the Pooling and Servicing Agreement dated as of September 1, 1996
(the "Pooling and Servicing Agreement") by and between Chase USA
and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"), does hereby certify that:
1. A review of the activities of the Servicer during the period
from January 1, 1998 until December 31, 1998 was conducted under
my supervision.
2. 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.
3. None.
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 15th day of March 1999.
/s/ Keith Schuck
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Keith Schuck
Vice President
<PAGE>
Exhibit 28.3
Report of Independent Accountants
March 15, 1999
To the Board of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31,
1998, 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,
1998, 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.
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 1999
