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 333-07575
Chase Manhattan Auto Grantor Trust 1996-B (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact name of registrant as specified in its charter)
USA 13-2633612
(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 Grantor Trust 1996-B (the "Trust") was formed pursuant
to a Pooling and Servicing 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 Pooling and Servicing Agreement. The aggregate principal balance of the
receivables, as of December 31, 1999, was $203,739,416.00.
The Trust also holds a reserve account, pursuant to the Pooling and
Servicing Agreement. The principal balance of the reserve account, as of
December 31, 1999, was $11,431,103.00.
The aggregate balance of receivables that were 60 or more days past due, as
of December 31, 1999, was $1,757,785.72, or 0.863% of the receivables by
principal balance.
The aggregate amount of principal charge-offs, net of recoveries, for the
year ended December 31, 1999, was $2,329,741.56, or 0.6772% 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"). 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
--------- ------------------
1996-B A 42
B 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 5
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 Certificate % of Class
Participant Principal Balance
Series 1996-B
Class A Boston Safe Deposit 270,618,000 18.30%
and Trust Company
C/O Mellon Bank N. A.
Three Mellon Bank
Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 564,007,000 38.15%
4 New York Plaza
13th Floor
New York, NY 10004
State Street Bank 135,087,000 9.14%
and Trust Company
1776 Heritage Dr.
Global Corporate
Action Unit
JAB 5NW
No. Quincy, MA 02171
Class B Bank of New York (The) 8,500,000 19.89%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank 37,225,000 81.11%
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
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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' Reports pursuant
to Section 4.11 of the Agreement.
(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 5/15/1999
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 8/15/1999
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 Grantor Trust 1996-B
by: The Chase Manhattan Bank USA,
National Association
By: /s/ Patricia Garvey
-----------------------------------
Name: Patricia Garvey
Title: Vice President
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
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
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PRICEWATERHOUSECOOPERS LLP
New York, New York
March 15, 2000
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
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Keith Schuck
Vice President
Chase Manhattan Bank USA, N.A.
Exhibit 28.2
CHASE MANHATTAN BANK USA, N.A.
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Chase Manhattan Grantor Trust 1996-B
- --------------------------------------------------------------------------------
The undersigned, a duly authorized representative of Chase Manhattan Bank
USA, N.A. ("Chase USA"), as Servicer pursuant to the Pooling and Servicing
Agreement dated as of September 1, 1996 (the "Pooling 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 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 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
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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[Letterhead of The Chase Manhattan Bank]
March 29, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC
Re: Chase Manhattan Auto Grantor Trust 1996-B
Ladies and Gentlemen:
I am sending for filing on behalf of the above-referenced issuer an Annual
Report on Form 10-K for the year ended December 31, 1999.
Please confirm your receipt of such transmittal.
Very truly yours,
/s/ Martin R. Joyce
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Martin R. Joyce