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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 333-36939
Chase Manhattan Auto Owner Trust 1998-A (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
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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
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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
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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.
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Introductory Note
Chase Manhattan Auto Owner Trust 1998-A (the "Trust") was formed pursuant
to a Trust Agreement (the "Agreement") between Chase Manhattan Bank USA,
National Association (the "Bank"), as seller and servicer, 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.
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Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain auto loan receivables from the Bank
pursuant to a Sale and Servicing Agreement. The aggregate principal balance of
the receivables, as of December 31, 1999, was $418,224,348.00.
The Trust also holds a reserve account, pursuant to the Sale and Servicing
Agreement. The principal balance of the reserve account, as of December 31,
1999, was $12,546,730.43.
The aggregate balance of receivables that were 60 or more days past due,
as of December 31, 1999, was $3,601,979.94, or 0.861% of the receivables by
principal balance.
The aggregate amount of principal charge-offs, net of recoveries, for the
year ended December 31, 1999, was $3,292,718.93, or 0.5906% of the average
aggregate outstanding principal balance of the receivables for that year.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal 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 Certificateholders during the fiscal
year covered by this report.
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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 registrant is
also the issuer of two outstanding classes of asset backed notes ("Notes"). 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, 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 records provided to the Trust by DTC indicate that as of December 31,
1999, the number of holders of record for each class of securities issued by the
Trust were as follows:
CLasses # of Holders
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A3 24
A4 18
Certificates 2
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.
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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, there were 17
participants in the DTC system that held positions in a class of securities of
the Trust equal to more than 5% of the total principal amount of a class of
securities outstanding on that date:
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Name & Address of Original % of
Participant Certificate Class
Principal
Balance
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Class A-3 Bank of New York 18,235,000 6.20%
(The)
925 Patterson Plank
Rd.
Secaucus, NJ 07094
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Bankers Trust Company 24,420,000 8.31%
C/O BT Services
Tennessee Inc.
648 Grassmere Park
Drive
Nashville, TN 37211
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Bank One Trust 12,055,000 6.87%
Company, N. A.
1900 Polaris Parkway
4th Floor
New York, NY 10004
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Boston Safe Deposit 20,210,000 6.87%
and Trust Company
C/O Mellon Bank N.A.
Three Mellon Bank
Center
Room 153-3015
Pittsburgh, PA
15259
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Chase Manhattan Bank 75,850,000 25.80%
4 New York Plaza
13th Floor
New York, NY 10004
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Citibank, N.A. 19,000,000 6.46%
P.O. Box 30576
Tampa, FL 33630-3576
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Investors Bank & 19,800,000 6.73%
Trust/M.F. Custody
200 Clarendon Street
15th Fl Hancock Tower
Boston, MA 02116
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State Street Bank 56,785,000 19.31%
and Trust Company
1776 Heritage Dr.
Global Corporate
Action Unit
JAB 5NW
No. Quincy, MA 02171
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Class A4 Bank of New York 25,940,000 10.54%
(The)
925 Patterson Plank
Rd.
Secaucus, NJ 07094
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Bankers Trust Company 87,370,000 35.52%
C/O BT Services
Tennessee Inc.
648 Grassmere Park
Drive
Nashville, TN 37211
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Boston Safe Deposit 13,100,000 5.33%
and Trust Company
C/O Mellon Bank N.A.
Three Mellon Bank
Center
Room 153-3015
Pittsburgh, PA
15259
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Chase Manhattan Bank 27,000,000 10.98%
4 New York Plaza
13th Floor
New York, NY 10004
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Citibank, N.A. 17,750,000 7.22%
P. O. Box 30576
Tampa, FL 33630-3576
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Northern Trust 21,500,000 8.47%
Company (The)
801 S. Canal C-IN
Chicago, IL 60607
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State Street Bank 29,755,000 12.10%
and Trust Company
1776 Heritage Dr.
Global Corporate
Action Unit
JAB 5NW
No. Quincy, MA 02171
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Certificates Bank of New York 23,000,000 75.11%
(The)
925 Patterson Plank
Road
Secaucus, NJ 07094
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Chase Manhattan Bank 7,620,000 24.89%
4 New York Plaza,
13th floor
New York, NY 10004
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Item 13. Certain Relationships and Related Transactions
None.
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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
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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 Accountants' Servicing Reports
pursuant to Section 4.11 of the Agreement.
28.4 Annual Issuer's Certificate of Compliance with the
Indenture.
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K in 1999:
Date Items Reported Financial Statements
- ------------ ---------------- -----------------------------
2/4/1999 5, 7 Monthly report to certificateholders
dated 1/15/1999
3/16/1999 5, 7 Monthly report to certificateholders
dated 2/15/99
6/18/1999 5, 7 Monthly report to certificateholders
dated 3/15/1999, 4/15/1999 and 5/17/1999
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 8/16/1999
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
11/30/1999 5, 7 Monthly report to certificateholders
dated 11/15/1999
12/23/1999 5, 7 Monthly report to certificateholders
dated 12/15/1999
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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 Auto Owner Trust 1998-A
by: Chase Manhattan Bank USA,
National Association
By: /s/ Patricia Garvey
-----------------------------------
Name: Patricia Garvey
Title: Vice President
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INDEX TO EXHIBITS
Exhibit Number: Description:
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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
28.4 Annual Issuer's Certificate of Compliance with the
Indenture
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Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statement on Form S-3 (No. 333-36939) of
Chase Manhattan Bank USA, National Association of our report dated March 15,
2000 appearing as Exhibit 23.1 of this Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
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PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 2000
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Exhibit 28.1
[Chase Manhattan Bank USA, N.A. Logo]
Chase Manhattan Bank USA, N.A.
Wilmington, DE
March 15, 2000
Management Report on Internal Control Over Servicing of Securitized
Automobile Financing 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 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 The Chase Manhattan Bank USA, N.A. assessed its system of internal
control over servicing of securitized automobile financing 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 automobile financing receivables.
/s/ Keith Schuck
--------------------------
Keith Schuck
Vice President
Chase Manhattan Bank USA, N.A.
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Exhibit 28.2
ANNUAL SERVICER'S CERTIFICATE
CHASE MANHATTAN BANK USA, N.A.
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Chase Manhattan Owner Trust 1998-A
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The undersigned, a duly authorized representative of Chase Manhattan Bank
USA, N.A. ("Chase USA"), as Servicer pursuant to the Sale and Servicing
Agreement dated as of February 1, 1998 (the "Sale 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, 1999 until December 31, 1999 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
Sale 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 2000.
/s/ Keith Schuck
-------------------------------
Keith Schuck
Vice President
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Exhibit 28.3
Report of Independent Accountants
March 15, 2000
To the Board of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31, 1999, 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, 1999, 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.
/s/ PRICEWATERHOUSECOOPERS LLP
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<PAGE>
Exhibit 28.4
CHASE MANHATTAN AUTO OWNER TRUST 1998-A
ANNUAL ISSUER'S CERTIFICATE
of
COMPLIANCE WITH INDENTURE
The undersigned certifies that he is an Authorized Officer of Wilmington
Trust Company, as Owner Trustee for Chase Manhattan Auto Owner Trust 1998-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 February 1, 1998 (the "Indenture") and the Sale and Servicing Agreement,
dated as of February 1, 1998 (the "Agreement"), among Chase Manhattan Bank USA,
National Association, as Servicer, Chase Manhattan Bank USA, National
Association and The 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 15th day
of March, 2000.
CHASE MANHATTAN AUTO OWNER TRUST 1998-A
BY: WILMINGTON TRUST COMPANY, as Owner Trustee
/s/ Denise Geran
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Name: Denise Geran
Title: Financial Services Officer
Chase Manhattan Bank USA, National Association, 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.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, as Servicer
/s/ Jeffrey D. Hammer
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Jeffrey D. Hammer
Vice President
