-----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, ELBbBby6W/yoMkwUcKIl3RQ8DNi26g5iHqldEHeM4HdLPIEJTPb6toh4XnNPjoJb fImCI4YJuaPTgwSboHMJlQ== 0000889812-00-001413.txt : 20000411 0000889812-00-001413.hdr.sgml : 20000411 ACCESSION NUMBER: 0000889812-00-001413 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN AUTO OWNER TRUST 1996-C CENTRAL INDEX KEY: 0001038059 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: 000-22465 FILM NUMBER: 583368 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025755033 MAIL ADDRESS: STREET 1: 802 DELAWARE AVENUE 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: 583369 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 REPORT 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 333-07575 Chase Manhattan Auto Owner Trust 1996-C (issuer) Chase Manhattan Bank USA, National Association (depositor) (Exact name of registrant as specified in its charter) USA 22-2382028 (State or Other Jurisdiction of (I.R.S. 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: 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 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. Introductory Note Chase Manhattan Auto Owner Trust 1996-C (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. 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 $178,511,951.00. 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 $7,477,041.34. The aggregate balance of receivables that were 60 or more days past due, as of December 31, 1999, was $1,536,593.70, 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 $2,424,299.86, or 0.8714% 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. 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 and the Notes 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: Class # of Holders - --------- ------------------ 1996-C A3 37 A4 21 Certificates 5 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. 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 11 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:
- ---------------------------------------------------------------------------------------------------------- Chase Manhattan Auto Owner Trust Name & Address of Participant Original % of Class Certificate Principal Balance - ---------------------------------------------------------------------------------------------------------- Series 1996-C - ---------------------------------------------------------------------------------------------------------- Class A-3 Bank of New York (The) 27,150,000 8.38% 925 Patterson Plank Rd. Secaucus, NJ 07094 - ---------------------------------------------------------------------------------------------------------- Bank Of One Trust Company, N.A. 31,285,000 9.66% 1900 Polaris Parkway 4th Floor Columbus, OH 43240 - ---------------------------------------------------------------------------------------------------------- The Bank of New York/CDC-FP 21,000,000 6.48% One Wall Street New York, NY 10286 - ---------------------------------------------------------------------------------------------------------- Boston Safe Deposit and Trust 29,190,000 9.01% Company C/O Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 - ---------------------------------------------------------------------------------------------------------- Chase Manhattan Bank 59,335,000 18.31% 4 New York Plaza 13th Floor New York, NY 10004 - ---------------------------------------------------------------------------------------------------------- Investors Bank & Trust/M.F. 24,210,000 7.47% Custody 200 Clarendon Street 15th Fl., Hancock Tower Boston, MA 02116 - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- State Street Bank and Trust 81,410,000 25.13% Company 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 - ---------------------------------------------------------------------------------------------------------- Class A-4 Chase Manhattan Bank 141,563,000 79.53% 4 New York Plaza 13th Floor New York, NY 10004 - ---------------------------------------------------------------------------------------------------------- Class B-1 Bankers Trust Company 10,629,000 34.70% C/O BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 - ---------------------------------------------------------------------------------------------------------- Chase Manhattan Bank 15,000,000 48.97% 4 New York Plaza 13th Floor New York, NY 10004 - ---------------------------------------------------------------------------------------------------------- Citibank, N.A. 3,500,000 11.43% P. O. Box 30576 Tampa, FL 33630-3576 - ----------------------------------------------------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions None. 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 Management Report on Internal Controls. 28.2 Annual Servicer's Certificate pursuant to Section 4.10 of the Agreement. 28.3 Annual Independent Accountants' 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 6/23/1999 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 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 1996-C by: Chase Manhattan Bank USA, National Association By: /s/ Patricia Garvey ----------------------------------- Name: Patricia Garvey Title: Vice President INDEX TO EXHIBITS Exhibit Number: Description: - --------------- ------------------------ 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 EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS 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. 333-07575) 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 - ------------------------------ PRICEWATERHOUSECOOPERS LLP New York, New York March 15, 2000 EX-28.1 3 ANNUAL MANAGEMENT REPORT ON INTERNAL CONTROLS 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. EX-28.2 4 ANNUAL SERVICER'S CERTIFICATE PURSUANT TO SECTION 4.10 OF THE AGREEMENT Exhibit 28.2 ANNUAL SERVICER'S CERTIFICATE CHASE MANHATTAN BANK USA, N.A. - -------------------------------------------------------------------------------- Chase Manhattan Owner Trust 1996-C - -------------------------------------------------------------------------------- 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 December 1, 1996 (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 EX-28.3 5 REPORT OF INDEPENDENT ACCOUNTANTS 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 EX-28.4 6 ANNUAL ISSUER'S CERTIFICATE OF COMPLIANCE WITH THE INDENTURE Exhibit 28.4 CHASE MANHATTAN AUTO OWNER TRUST 1996-C 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 1996-C 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 December 1, 1996 (the "Indenture") and the Sale and Servicing Agreement, dated as of December 1, 1996 (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 1996-C BY: WILMINGTON TRUST COMPANY, as Owner Trustee /s/ Denise Geran --------------------------------- 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 -------------------------------- Jeffrey D. Hammer Vice President -----END PRIVACY-ENHANCED MESSAGE-----