-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LNBtpYhEaeJ4SP5voWnA8bS3xRrIleXPiWkXkVor0uloSwfHcQ9U6rfoE0mg+CoS 6kdt7wtdHEPi64QCFAwxgg== 0000835271-99-000147.txt : 19990402 0000835271-99-000147.hdr.sgml : 19990402 ACCESSION NUMBER: 0000835271-99-000147 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0000874264 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 132633612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-28326 FILM NUMBER: 99582204 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVE STREET 2: 14TH FL CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025755033 MAIL ADDRESS: STREET 1: CHASE MANHATTAN BANK USA STREET 2: 802 DELAWARE AVE CITY: WILMINGTON STATE: DE ZIP: 19801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN BANK USA CENTRAL INDEX KEY: 0000869090 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-19191 FILM NUMBER: 99582205 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVE STREET 2: 13TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025755033 MAIL ADDRESS: STREET 1: 802 DELAWARE AVE 13TH FL STREET 2: 802 DELAWARE AVE 13TH FL CITY: WILMINGTON STATE: DE ZIP: 19801 10-K 1 ANNUAL REPORTS 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 33-40006 33-45135 Commission file number 33-91504 ---------------------- -------- Chase Manhattan Credit Card Master Trust (issuer) ---------------------------------------- The Chase Manhattan Bank USA, National Association (depositor) --------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-2382028 -------- ----------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number) 802 Delaware Avenue, Wilmington, Delaware 19801 - ------------------------------------------ ------ (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. On March 22, 1991, the registrant was issued a no-action letter (the "No-Action Letter") by the Commission with respect to certain of the registrant's reporting requirements pursuant to Section 13 or 15(d) of the Act. 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 Corporation Finance of the Securities and Exchange Commission (the "Division") stating that the Division will raise no objection if the Chase Manhattan Credit Card Master Trust (the "Trust"), which is maintained pursuant to the Amended and Restated Pooling and Servicing 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 an unrelated trustee (the "Trustee"), files reports pursuant to Sections 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 Mastertrust is the Issuer of Asset Backed Certificates, Series 1995-1, 1995-2, 1996-1, 1996-2, 1996-3, and 1996-4. 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 Forms 8-K in 1998 was $314,903,759. There were no Investor Charge-offs for the same period. As of December 31, 1998, Accounts in the Master Trust, having an aggregate balance of $280,543,721.00, or 5.48%% of all Receivables, were delinquent 1-29 days; Accounts having an aggregate balance of $79,478,217.00 or 1.55% of all Receivables, were delinquent 30-59 days; Accounts having an aggregate balance of $51,635.963.00 or 1.01%% of all Receivables, were delinquent 60-89 days; Accounts having an aggregate balance of $108,443,590.00 or 2.12% of all Receivables, were delinquent 90 days or more. Item 3. Legal Proceedings The registrant knows of no material pending 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. 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, 1998, 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 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". Series # of Holders ------ ------------ 1995-1 0 1995-2 4 1996-1 18 1996-2 5 1996-3 45 1996-4 79 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 USA 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 cardmember services operations of Chase USA 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 hs been continued customer and "street" (i.e. industry wide) testing. In many cases (including with FDR) testing has begun and testing with all such third party service providers (including additional testing with FDR) is scheduled throughout 1999. The Corporation also expects to continue to participate in tests organized by major industry and governmental infrastructure organizations as they are scheduled during the remainder of 1999. These include tests with the VISA and MasterCard associations, which began in January 1999. At September 30, 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 USA and the Trust are subject to a number of uncertainties. Any failures by the VISA or MasterCard associations, FDR or other service providers to implement successfully their Year 2000 remediation plans could adversely impact the timing of collections on the Receivables. A large number of similar failures by account obligors, banks and other financial institutions or other participants in the national payments system could also adversely affect the timing of collections on the Receivables. If collections that normally would have been received in any particular month are delayed, the portfolio yield for that month will be reduced to that extent. Any such reduction would increase the likelihood of a pay out event resulting from insufficient portfolio yield. 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 For the purposes of this Item 12. The records of DTC indicate that at December 31, 1998, 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 are as follows: Series # of Holders ------ ------------ 1995-1 0 1995-2 3 1996-1 8 1996-2 4 1996-3 6 1996-4 8 Item 13. Certain Relationships and Related Transactions None. 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 1998: (1) Current Report on Form 8-K, filed on January 30, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the January 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (2) Current Report on Form 8-K, filed on February 25, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the February 16, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (3) Current Report on Form 8-K, filed on March 24, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the March 16, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (4) Current Report on Form 8-K, filed on April 30, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the April 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (5) Current Report on Form 8-K, filed on May 22, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the May 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (6) Current Report on Form 8-K, filed on June 18, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the June 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (7) Current Report on Form 8-K, filed on July 20, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the July 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (8) Current Report on Form 8-K, filed on August 25, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the August 17, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (9) Current Report on Form 8-K, filed on September 21, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the September 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (10) Current Report on Form 8-K, filed on October 23, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the October 15, 1998 distribution with respect to Series 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (11) Current Report on Form 8-K, filed on November 19, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the November 16, 1998 distribution with respect to 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. (12) Current Report on Form 8-K, filed on December 21, 1998, reporting Items 5 and 7, providing the Monthly Certificateholders' Statement with respect to the December 15, 1998 distribution with respect to 1995-2, 1995-3, 1996-1, 1996-2, 1996-3 and 1996-4. 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. Chase Manhattan Credit Card Master Trust by: Chase Manhattan Bank USA, National Association By: /s/ Patricia Garvey ------------------- Name: Patricia Garvey Title: Vice President Date: March 29, 1999 INDEX TO EXHIBITS Exhibit Number Description Page 28.1 Annual Servicer's Certificate pursuant to Section 3.05 of the Agreement. 28.2 Management Report on Internal Control. 28.3 Annual Accountant's 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, 1998, 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 15th day of March, 1999. /s/ Keith Schuck ---------------------- Name: Keith Schuck Title: Vice President/Controller Exhibit 28.2 [CHASE MANHATTAN BANK USA, N.A. LETTERHEAD] March 15, 1999 Management Report on Internal Control over Servicing of Securitized Credit Card Receivables Chase Manhattan Bank USA, N.A. is reponsible 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 controls, including the possibility of human error and 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. Chase Manhattan Bank USA, N.A. management assessed its system of internal control over servicing of securitized credit card 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 credit card receivables. /s/Michael J. Barrett - ---------------------- Michael J. Barrett President Chase Manhattan Bank USA, N.A. /s/Keith Schuck - --------------------- Keith Schuck Vice President and Chief Financial Officer Chase Manhattan Bank USA, N.A. Exhibit 28.3 Report of Independent Accountants March 15, 1999 Chase Manhattan Bank USA, N.A., as Seller and Servicer, and Yusada Bank and Trust Company, as Trustee of Chase Manhattan Credit Card Master Trust. 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 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, 1998, 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. 33-91504, 333-5205) and on Form S-1 (Nos. 33-89058) of Chase Manhattan Bank USA, National Association of our report dated March 15, 1999 appearing as Exhibit 28.2 of this Form 10-K. /s/PRICEWATERHOUSECOOPERS LLP New York, New York March 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----