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 333-36939
Chase Manhattan Auto Owner Trust 1998-B (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
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 1998-B (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 $500,483,972.00.
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 $15,014,519.15.
The aggregate balance of receivables that were 60 or more days past due,
as of December 31, 1999, was $3,867,935.93, or 0.773% of the receivables by
principal balance.
The aggregate amount of principal charge-offs, net of recoveries, for the
year ended December 31, 1999, was $2,974,917.84, or 0.4548% 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 notes (the "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:
Class # of Holders
--------- ------------------
1998-B A3 26
A4 23
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.
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 13
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:
- -------------------------------------------------------------------------
Name & Address of Original % Class
Participant Certificate
Principal
Balance
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Class A-3 Bank of New York (The) 35,100,000 10.93%
925 Patterson Plank Road
Secaucus, NJ 07094
- -------------------------------------------------------------------------
Bankers Trust Company 18,050,000 5.62%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 372ll
- -------------------------------------------------------------------------
Chase Manhattan Bank 116,121,000 36.17%
4 New York Plaza, 13th Floor
New York, NY 10004
- -------------------------------------------------------------------------
Merrill Lynch, Pierce, 30,000,000 9.35%
Fenner & Smith, Inc. - Debt
Sec
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
- -------------------------------------------------------------------------
Northern Trust Companhy 24,814,000 7.73%
(The)
801 S. Canal C-IN
Chicago, IL 60607
- -------------------------------------------------------------------------
State Street Bank and Trust 25,850,000 8.05%
Company
1776 Heritage Drive
Global Corporate Action
Unit JAB 5NW
No. Quincy, MA 02171
- -------------------------------------------------------------------------
Class A-4 Bank of New York (The) 61,150,000 21.62%
925 Patterson Plank Road
Secaucus, NJ 07094
- -------------------------------------------------------------------------
Bankers Trust Company 111,181,000 39.31%
C/O BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
- -------------------------------------------------------------------------
Chase Manhattan Bank 15,340,000 5.42%
4 New York Plaza, 13th Floor
New York, NY 10004
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Northern Trust Company (The) 23,410,000 8.28%
801 S. Canal C-IN
Chicago, IL 60607
- -------------------------------------------------------------------------
State Street Bank & Trust 27,935,000 9.88%
Company
1776 Heritage Drive
Global Corporate Action
Unit JAB 5NW
No. Quincy, MA 02171
- -------------------------------------------------------------------------
Class B-1 Bank of New York (The) 17,604,000 6.00%
925 Patterson Plank Road
Secaucus, NJ 07094
- -------------------------------------------------------------------------
Chase Manhattan Bank 15,000,000 40.00%
4 New York Plaza, 13th Floor
New York, NY 10004
- -------------------------------------------------------------------------
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' 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
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-B
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