<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
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Commission file number 333-32263
Chase Manhattan RV Owner Trust 1997-A (issuer)
The Chase Manhattan Bank USA, National Association (depositor)
(Exact name of registrant as specified in its charter)
USA 22-2382028
(State of Other Jurisdiction of (I.R.S. 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
The Chase Manhattan Bank (Sponsor of the Trust)
(Exact Name of Registrant as Specified in Its Charter)
New York 13-4994650
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
270 Park Avenue, New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
<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:
Title of Each Class
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 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 and non-voting common
equity held by non-affiliates of the registrants. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a specified
date within 60 days prior to the date of filing.
The registrant has no voting or non-voting common stock outstanding as of
the date of this report. The registrant is a trust that has issued
certificates of beneficial interest in the trust assets.
DOCUMENTS INCORPORATED BY REFERENCE.
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, 1980).
None.
<PAGE>
Introductory Note
Chase Manhattan RV 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
Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended the
("Exchange Act"), in the manner described in "no-action" letter 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 RV 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, 1999 was $12,066,732.52. As
of December 31, 1999, the aggregate Pool Balance of Receivables in the Trust was
$400,121,032.21, and the aggregate principal balances of delinquent Receivables
in the Trust were as follows:
Delinquency Principal Balance
- ----------------- -----------------------
31 - 59 days 3,122,390.99
60 - 89 days 1,402,863.80
90 - 119 days 1,371,495.71
120 + days 2,394,575.07
Item 3. Legal Proceedings
The Registrant knows of no material pending legal 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.
<PAGE>
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 its Class B certificates of beneficial interest (the
"Certificates"). The Trust has also issued six outstanding classes of debt
securities (the "Notes"), as set forth below. 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, 1999, all of the Certificates and the Notes
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 on that basis:
Class A5 20
Class A6 10
Class A7 10
Class A8 10
Class A9 8
Class A10 14
Class B 4
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Omitted.
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.
<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
As of December 31, 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 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 on that basis
the following persons are holders of 5% or more of the Certificates:
- --------------------------------------------------------------------
Chase RV Marine Owner Name & Address of Original % of
Trust Participant Certificate Class
Principal
Balance
- --------------------------------------------------------------------
Series 1997-A
- --------------------------------------------------------------------
Class A5 Bankers Trust Company 11.36%
/Banc One Capital 15,000,000
Markets Inc.
16 Wall St., 5th Fl.
New York, NY 10005
- --------------------------------------------------------------------
Chase Manhattan Bank 14.60%
4 NY Plaza, 13th Fl. 19,275,000
New York, NY 10004
- --------------------------------------------------------------------
Investors Bank & 33.28%
Trust Company/M.F. 43,925,000
Custody
200 Claredon Street
15th Fl Hancock Tower
Boston, MA 02116
- --------------------------------------------------------------------
State Street Bank 9.36%
and Trust Co. 12,350,000
1776 Heritage Dr.
Global Corp. Action
Unit JAB 5 NW
No. Quincy, MA 02171
- --------------------------------------------------------------------
U.S. Bank National 7,660,000 5.80%
Association
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
- --------------------------------------------------------------------
Wells Fargo Bank, 10,000,000 7.58%
National Association
26610 West Agoura Road
Calabasas, CA 91302
- --------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------
Class A6 Bankers Trust Company 28.69%
648 Grassmere Park 25,250,000
Drive
Nashville, TN 37211
- --------------------------------------------------------------------
Boston Safe Deposit 8.52%
and Trust 7,500,000
Company
c/o Mellon Bank N.A.
Three Mellon Bank
Center
Room 153-3015
Pittsburgh, PA 15259
- --------------------------------------------------------------------
Chase Manhattan Bank 12.50%
4 NY Plaza, 13th Fl. 11,000,000
New York, NY 10004
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Chase Manhattan Bank 11.56%
MBS & Asset Backed 10,170,000
Sec.
55 Water St., Room
428
New York, NY 10041
- --------------------------------------------------------------------
Citibank, N.A. 22.72%
P.O. Box 30576 20,000,000
Tampa, FL 33630-3576
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SSB-Bank Portfolio 8.33%
1776 Heritage Drive 7,330,000
No. Quincy, MA 02171
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Class A7 Bank of America, 5.26%
National Association 3,000,000
1401 Elm Street,
16th Fl.
Dallas, TX 75202
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Bank One Trust Co. 12.28%
N.A. 7,000,000
/Corporate Trust
1900 Polaris Parway
- 4th Floor
Colunbus, OH 43240
- --------------------------------------------------------------------
Boston Safe Deposit 14.03%
and Trust 8,000,000
Company
c/o Mellon Bank N.A.
Three Mellon Bank
Center
Room 153-3015
Pittsburgh, PA 15259
- --------------------------------------------------------------------
Chase Manhattan Bank 15.79%
4 New York Plaza 9,000,000
13th Floor
New York, NY 10004
- --------------------------------------------------------------------
Citibank, N.A. 13.16%
P.O. Box 30576 7,500,000
Tampa, FL 33630-3576
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Investors Bank & 11.40%
Trust Company/M.F. 6,500,000
Custody
200 Claredon Street
15th Fl Hancock Tower
Boston, MA 02116
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<PAGE>
- --------------------------------------------------------------------
SSB-Bank Portfolio 21.05%
1776 Heritage Dr. 12,000,000
No. Quincy, MA 02171
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Class A8 Bank of New York (The) 5.88%
925 Patterson Plank Rd. 5,000,000
Seacaucus, NJ 07094
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Bankers Trust Company 25.11%
c/o BT Services 21,350,000
Tennesse Inc.
648 Grassmere Park
Drive
Nashville, TN 37211
- --------------------------------------------------------------------
Citibank, N.A. 35.29%
P.O. Box 30576 30,000,000
Tampa, FL 33630-3576
- --------------------------------------------------------------------
Northern Trust 5.88%
Company (The) 5,000,000
801 S. Canal C-IN
Chicago, Il 60607
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SSB-Bank Portfolio 19.25%
1776 Heritage Dr. 16,360,000
No. Quincy, MA 02171
- --------------------------------------------------------------------
U.S. Bank National 6.47%
Association 5,500,000
MPFP 1603 Proxy Unit
601 Second Avenue
South
Minneapolis, MN 55402
- --------------------------------------------------------------------
Class A9 Bankers Trust Company 37.21%
c/o BT Services 22,700,000
Tennesse Inc.
648 Grassmere Park
Drive
Nashville, TN 37211
- --------------------------------------------------------------------
Boston Safe Deposit 20.33%
and Trust 12,400,000
Company
c/o Mellon Bank N.A.
Three Mellon Bank
Center
Room 153-3015
Pittsburgh, PA 15259
- --------------------------------------------------------------------
Northern Trust 8.20%
Company (The) 5,000,000
801 S. Canal C-IN
Chicago, Il 60607
- --------------------------------------------------------------------
State Street Bank 5.18%
and Trust Co. 3,160,000
1776 Heritage Dr.
Global Corp. Action
Unit JAB 5 NW
No. Quincy, MA 02171
- --------------------------------------------------------------------
Class A10 Bank of New York (The) 11.62%
925 Patterson Plank Rd 7,550,000
Secaucus, NJ 07094
- --------------------------------------------------------------------
Bankers Trust Company 14.04%
c/o BT Services 9,125,000
Tennesse Inc.
648 Grassmere Park
Drive
Nashville, TN 37211
- --------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------
Bank One Trust Co. 13.38%
N.A. 8,700,000
/Corporate Trust
1900 Polaris Parway
- 4th Floor
Colunbus, OH 43240
- --------------------------------------------------------------------
Chase Manhattan Bank 19.61%
4 New York Plaza 12,750,000
13th Floor
New York, NY 10004
- --------------------------------------------------------------------
Wells Fargo Bank, 18.15%
National Association 11,800,000
26610 West Agoura
Road
Calabasas, CA 91302
- --------------------------------------------------------------------
Class B Chase Manhattan Bank 40.32%
4 New York Plaza 18,100,000
13th Floor
New York, NY 10004
- --------------------------------------------------------------------
Citibank, N.A. 26.26%
P.O. Box 30576 10,000,000
Tampa, FL 33630-3576
- --------------------------------------------------------------------
State Street Bank 26.27%
and Trust Co. 11,795,000
1776 Heritage Dr.
Global Corp. Action
Unit JAB 5 NW
No. Quincy, MA 02171
- --------------------------------------------------------------------
Suntrust Bank 11.14%
303 Peachtree St, 5,000,000
14th Floor MC#3141
Atlanta, GA 30308
- --------------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions
None.
<PAGE>
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 Servicer's Certificate pursuant
to Section 4.9 of the Sale and Servicing
Agreement.
28.2 Annual Management's Assertion.
28.3 Annual Independent Accountants' Servicing
Reports pursuant to Section 4.11 of the Sale
and Servicing Agreement.
28.4 Annual Issuer's Certificate of Compliance
with Indenture.
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K in 1999:
Date Items Reported Financial Statements
- ---------- -------------- --------------------
1/25/1999 5, 7 Monthly report to certificateholders
dated 1/15/1999
2/26/1999 5, 7 Monthly report to certificateholders
dated 2/15/99
6/11/1999 5, 7 Monthly report to certificateholders
dated 3/15/1999, 4/15/1999 and 5/15/1999
6/30/1999 5, 7 Monthly report to certificateholders
dated 6/15/1999
7/30/1999 5, 7 Monthly report to certificateholders
dated 7/15/1999
8/27/1999 5, 7 Monthly report to certificateholders
dated 8/15/1999
9/30/1999 5, 7 Monthly report to certificateholders
dated 9/15/1999
10/29/1999 5, 7 Monthly report to certificateholders
dated 10/15/1999
11/22/1999 5, 7 Monthly report to certificateholders
dated 11/15/1999
12/23/1999 5, 7 Monthly report to certificateholders
dated 12/15/1999
<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 RV Owner Trust 1997-A
by: The CIT Group/Financing Inc.,
as Servicer
By: /s/ Frank Garcia
-----------------------------------
Name: Frank Garcia
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit Number: Description:
- --------------- ------------------------
23.1 Consent of Independent Accountants
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
Reports pursuant to Section 4.10 of the
Sale and Servicing Agreement
28.4 Annual Issuer's Certificate of Compliance
with Indenture
<PAGE>
Exhibit 23.1
[TO COME]
<PAGE>
Exhibit 28.1
CHASE MANHATTAN RV 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 RV 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 2000.
THE CIT GROUP/SALES
FINANCING, INC., as Servicer
/s/ Frank Garcia
-------------------------
Name: Frank Garcia
Title: Vice President
<PAGE>
Exhibit 28.2
[THE CIT GROUP, INC. LETTERHEAD]
February 24, 2000
MANAGEMENT'S ASSERTION
--------------------------------
As of and for the year ended December 31, 1999, 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 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 not less than $60 million and $6.5
million, respectively.
The CIT Group/Consumer Finance, Inc.
The CIT Group/Sales Financing, Inc.
/s/ Thomas B. Hallman
-----------------------------
Thomas B. Hallman
President and Chief Executive
Officer
<PAGE>
Exhibit 28.3
[KPMG LETTERHEAD]
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, 1999 included in the accompanying management assertion.
Management is responsible for the Companies' compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Companies' 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 Companies' 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 Companies' compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Companies have complied in all
material respects with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1999 is fairly stated, in all material respects.
/s/ KPMG LLP
Shore Hills, New Jersey
February 24, 2000
<PAGE>
Exhibit 28.4
(Draft from Last Year's 10-K)
CHASE MANHATTAN RV 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 RV 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 March, 2000.
CHASE MANHATTAN RV OWNER TRUST 1997-A
BY: WILMINGTON TRUST COMPANY, as Owner Trustee
/s/ Denise M. Geran
---------------------------------------
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
<PAGE>
Exhibit 28.5
CHASE MANHATTAN RV 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 RV 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 September 1, 1997 (the "Indenture") and the Sale and Servicing Agreement,
dated as of September 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
March, 2000.
CHASE MANHATTAN RV OWNER TRUST 1997-A
BY: WILMINGTON TRUST COMPANY, as Owner
Trustee
/s/ Denise Geran
------------------------------------
Name: Denise Geran
Title: Financial Servicers 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
