<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 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, 1999
OR
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _____ to ______
Commission file number 333-05205
Chase Manhattan Credit Card Master Trust (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact name of registrant as specified in its charter)
USA 22-2382028
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
802 Delaware Avenue, Wilmington, DE 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5033
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which Registered
NONE N/A
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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 last 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 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.
DOCUMENTS INCORPORATED BY REFERNCE.
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 31, 1999).
None.
================================================================================
<PAGE>
Introductory Note
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
Corporate Finance of the Securities and Exchange Commission (the "Division")
stating that the Division will raise no objection if Chase Manhattan Credit Card
Master Trust (the "Trust"), which is maintained pursuant to the Amended and
Restated Pooling Agreement (the "Agreement") between Chase Manhattan Bank USA,
National Association (formerly known as The Chase Manhattan Bank (USA)) (the
"Bank"), as seller and servicer, and unrelated trustee (the "Trustee"), files
reports pursuant to Section 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 Master Trust is the Issuer of Asset Backed Certificates,
Series 1996-3.
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
Pursuant to the Agreement, the Bank has transferred to the Trust from
time to time the receivables (the "Receivables") arising in certain credit card
accounts.
The aggregate Investor Default Amount reported on Form 8-K in 1999 was
$98,349,821.00. There were no Investor Charge-offs for the same period. As of
December 31, 1999, Accounts on the Master Trust, having an aggregate balance of
$41,767,181.90, or 1.33% of all Receivables, were delinquent 30 - 59 days;
Accounts having an aggregate balance of $29,508,636.36 or .94% of all
Receivables, were delinquent 60 - 89 days; Accounts having an aggregate balance
of $61,212567.72 or 1.94% of all Receivables, were delinquent 90 days or more.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal 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.
<PAGE>
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.
As of December 31, 1999, 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 registrant further 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 those whose accounts such Certificates are credited, who may or may not be
the beneficial owners of the Certificates. 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" and the following
information is presented on that basis:
Class # of Holders
--------- ------------------
A 56
B 1
Total: 57
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
<PAGE>
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, 1999, the 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 are as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Chase Manhattan Credit Card Master Trust Name & Address of Participant Original Certificate % Class
Principal Balance
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series 1996-3
- ----------------------------------------------------------------------------------------------------------------
Class A Bank of New York (The) 5.99%
925 Patterson Plank Rd. 57,350,000
Secaucus, NJ 07094
- ----------------------------------------------------------------------------------------------------------------
Bankers Trust Company 7.11%
c/o BT Services Tennesse Inc. 68,052,000
648 Grassmere Park Drive
Nashville, TN 37211
- ----------------------------------------------------------------------------------------------------------------
Boston Safe Deposit and Trust 5.13%
Company 49,077,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
- ----------------------------------------------------------------------------------------------------------------
Chase Manhattan Bank 22.52%
4 New York Plaza 215,605,000
13th Floor
New York, NY 10004
- ----------------------------------------------------------------------------------------------------------------
Citibank, N.A. 9.13%
P.O. Box 30576 87,360,000
Tampa, FL 33630-3576
- ----------------------------------------------------------------------------------------------------------------
Northern Trust Company (The) 5.58%
801 S. Canal C-IN 53,460,000
Chicago, IL 60607
- ----------------------------------------------------------------------------------------------------------------
State Street Bank and Trust Co. 13.88%
1776 Heritage Dr. 132,869,000
Global Corp. Action Unit JAB 5
NW
No. Quincy, MA 02171
- ----------------------------------------------------------------------------------------------------------------
Class B Chase Manhattan Bank 100%
4 New York Plaza 42,780,000
13th Floor
New York, NY 10004
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 13. Certain Relationships and Related Transactions
Omitted.
<PAGE>
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 Management Report on Internal Control.
28.3 Annual Independent Accountants' Servicing Reports
pursuant to Section 3.06 of the Agreement.
28.4 Consent of Independent Accountants.
(b) Reports on Form 8-K.
The following Current Reports on Form 8-K were filed by the registrant
during 1999:
(1) Current Report on Form 8-K, filed on January 20, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the January 15, 1999 distribution with respect to Series 1996-3.
(2) Current Report on Form 8-K, filed on February 22, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the February 15, 1999 distribution with respect to Series 1996-3.
(3) Current Report on Form 8-K, filed on June 24, 1999, reporting Items
5 and 7, providing the Monthly Certificateholders' Statement with respect to the
March 15, 1999, April 15, 1999 and May 15, 1999 distribution with respect to
Series 1996-3.
(4) Current Report on Form 8-K, filed on June 30, 1999, reporting Items
5 and 7, providing the Monthly Certificateholders' Statement with respect to the
June 15, 1999 distribution with respect to Series 1996-3.
(5) Current Report on Form 8-K, filed on July 30, 1999, reporting Items
5 and 7, providing the Monthly Certificateholders' Statement with respect to the
July 15, 1999 distribution with respect to Series 1996-3.
(6) Current Report on Form 8-K, filed on August 27, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the August 15, 1999 distribution with respect to Series 1996-3.
<PAGE>
(7) Current Report on Form 8-K, filed on September 30, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the September 15, 1999 distribution with respect to Series 1996-3.
(8) Current Report on Form 8-K, filed on October 29, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the October 15, 1999 distribution with respect to Series 1996-3.
(9) Current Report on Form 8-K, filed on November 22, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the November 15, 1999 distribution with respect to Series 1996-3.
(10) Current Report on Form 8-K, filed on December 23, 1999, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the December 15, 1999 distribution with respect to Series 1996-3.
<PAGE>
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.
Dated: March 29, 2000
Chase Manhattan Credit Card Master Trust
by: Chase Manhattan Bank USA,
National Association
By: /s/ Patricia Garvey
-----------------------------------
Name: Patrick Garvey
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit Number: Description:
- --------------- ------------
28.1 Annual Servicer's Certificate pursuant to Section 3.05
of the Agreement
28.2 Management Report on Internal Controls
28.3 Annual Independent Accountant's Servicing Report
pursuant to Section 3.06 of the Agreement
28.4 Consent of Independent Accountants
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, 1999, 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 21st day of March, 2000.
/s/ Keith Schuck
--------------------------
Name: Keith Schuck
Title: Vice President
Exhibit 28.2
[CHASE LOGO]
The Chase Manhattan Bank USA, N.A.
Wilmington, DE
March 15, 2000
Management Report on Internal Control over
Servicing of Securitized Credit Card Receivables
Management of The Chase Manhattan Bank USA, N.A. is responsible for establishing
and maintaining an effective system of internal control over servicing of
securitized credit card receivables, which is designed to provide reasonable
assurance regarding the proper servicing of securitized credit card 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
credit card receivables. Further, because of changes in conditions, the
effectiveness of an internal control system may vary over time.
Management of The Chase Manhattan Bank USA, N.A. assessed its system of internal
control over servicing of securitized credit card receivables as of December 31,
1999 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, 1999, The Chase Manhattan Bank USA, N.A.
maintained an effective system of internal control over servicing of securitized
credit card receivables.
/s/ Michael Barrett
- ----------------------------------
Michael Barrett
President
Chase Manhattan Bank USA, N.A.
/s/ Keith Schuck
- ----------------------------------
Keith Schuck
Vice President/Chief Financial Officer
Chase Manhattan Bank USA, N.A.
Exhibit 28.3
Report of Independent Accountants
March 15, 2000
Chase Manhattan Bank USA, N.A., Servicer,
and
Yasuda Bank and Trust Company, Trustee
We have examined management's assertion that, as of December 31, 1999, 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, 1999, 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/ PRICEWATERHOUSECOOPERS LLP
Exhibit 28.4
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. 333-05205) of
Chase Manhattan Bank USA, National Association of our report dated March 15,
2000 appearing as Exhibit 28.4 of this Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
- --------------------------------
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 2000
