<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K/A
Amendment No. 1
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 333-32263
Chase Manhattan RV Owner Trust 1997-A (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact Name of Registrant as Specified in Its Charter)
USA 22-2382082
- ------------------------------- ----------------------
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
802 Delaware, Wilmington, Delaware 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)
NY 13-4994650
- ------------------------------- ----------------------
(State of Other Jurisdiction of (IRS 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:
None
(Title of Each 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. 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
This Amendment No.1 on Form 10-K/A amends Item 14, Exhibit 23.1 of the
original Annual Report on Form 10-K (the "Original Form 10-K") filed on March
29, 2000, on behalf of Chase Manhattan Marine Owner Trust 1997-A (the "Trust"),
established pursuant to a Trust Agreement (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 the Chief Counsel on behalf of the originators of
comparable trusts.
<PAGE>
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-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 4.10 of the Sale
and Servicing Agreement*
28.4 Annual Issuer's Certificate of Compliance with
Indenture*
- ---------
* Previously filed on March 29, 2000.
<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 Marine Owner Trust 1997-A
By: The CIT Group/Financing, Inc.
as Servicer
By: /s/ Frank Garcia
---------------------
Name: Frank Garcia
Title: Vice President
Dated: April 28, 2000
<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 Accountants' Servicing
Reports pursuant to Section 4.10 of the Sale and
Servicing Agreement*
28.4 Annual Issuer's Certificate of Compliance with
Indenture*
- ---------
* Previously filed on March 29, 2000.
<PAGE>
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
The CIT Group, Inc.:
We consent to the incorporation by reference in the Prospectus constituting part
of the Registration Statement on Form S-3 (No. 333-32737) of Chase Manhattan
Bank USA, National Association and The Chase Manhattan Bank of our report dated
February 24, 2000 relating to management's assertion about The CIT Group/Sales
Financing, Inc. and The CIT Group/Consumer Finance, Inc.'s 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, which report appears as Exhibit 28.3 of this
Form 10-K.
/s/ KPMG LLP
- -------------
KPMG LLP
Short Hills, New Jersey
March 29, 2000