SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 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 333-32737
Chase Manhattan Marine Owner Trust 1997-A (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
The Chase Manhattan Bank (Sponsor of the Trust)
(Exact Name of Registrant as Specified in Its Charter)
New York 13-4994650
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
270 Park Avenue, New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which
NONE Registered
N/A
Securities registered pursuant to Section 12G 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 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
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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.
Introductory Note
Chase Manhattan Marine Owner Trust 1997-A (the "Trust") was formed
pursuant to a Trust Agreement (as amended, the "Agreement") among The Chase
Manhattan Bank and Chase Manhattan Bank USA, National Association (the "Bank"),
as sellers, and an unrelated trustee (the "Trustee"). The Trust files reports
pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as
amended the ("Exchange Act"), in the manner described in "no-action" letters
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 marine loan receivables from the Bank
pursuant to a Sale and Servicing Agreement (the "Sale and Servicing Agreement").
The aggregate amount of losses on all liquidated receivables with respect to the
assets of the Trust for the year ended December 31, 1999 was $3,539,817.00. As
of December 31, 1999, the aggregate principal balance of receivables in the
Trust was $113,174,545.15 and the aggregate principal balance of delinquent
receivables in the Trust were as follows:
Delinquency Principal Balance
31-59 days 1,618,768.14
60-89 days 497,570.83
90-119 days 75,838.92
120+ days 0.00
Item 3. Legal Proceedings
The registrant knows of no material pending 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 security holders 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
Trust has also issued five outstanding classes of debt securities (the "Notes")
as set forth below. 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, the Certificates were registered in the name of
the registrants, and all of the Notes 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 whose accounts such Certificates are credited, who may or may not be the
beneficial owners of the Certificates. 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" and the following
information is presented on that basis:
Class # of Holders
- -------- ------------
Class A4 3
Class A5 2
Class A6 1
Class B 1
Class C 1
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
As of December 31, 1999, except for a Certificate registered in the name
of the registrant, 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 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" and the following
information is presented on that basis:
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Chase Manhattan Marine Name & Address of Original % of
Owner Trust Participant Certificate Class
Principal
Balance
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Series 1997-A
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Class A4 Bank of New York (The) 22.31%
925 Patterson Plank Road 8,320,000
Secaucus, NJ 07094
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Bankers Trust Company 61.61%
648 Grassmere Park Drive 22,980,000
Nashville, TN 37211
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SSB - Bank Portfolio 16.08%
1776 Heritage Drive 6,000,000
No. Quincy, MA 02171
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Class A5 Bankers Trust Company 94.20%
648 Grassmere Park Drive 27,600,000
Nashville, TN 37211
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SSB - Bank Portfolio 5.80%
1776 Heritage Drive 1,700,000
No. Quincy, MA 02171
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Class A6 Bankers Trust Company 100%
648 Grassmere Park Drive 23,700,000
Nashville, TN 37211
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Class B SSB - Bank Portfolio 100%
1776 Heritage Drive 10,650,000
No. Quincy, MA 02171
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Class C Chase Manhattan Bank 100%
4 NY Plaza, 13th Fl. 17,312,000
New York, NY 10004
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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 Servicer's Certificate pursuant to
Section 4.9(a) of the Sale and Servicing Agreement.
28.2 Annual Management's Assertion
28.3 Annual Independent Accountants' Servicing
Reports pursuant to Section 4.11 of the Sale and
Servicing Agreement.
28.4 Annual Issuer's Certificate of Compliance with
Indenture.
b) Reports on Form 8-K.
The following reports were filed on Form 8-K in 1999:
Date Items Reported Financial Statements
- --------- -------------- --------------------
1/25/1999 5, 7 Monthly report to certificateholders
dated 1/15/1999
2/26/1999 5, 7 Monthly report to certificateholders
dated 2/15/99
6/11/1999 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
11/22/1999 5, 7 Monthly report to certificateholders
dated 11/15/1999
12/23/1999 5, 7 Monthly report to certificateholders
dated 12/15/1999
SIGNATURE
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 Marine Owner Trust 1997-A
by: The CIT Group/Financing, Inc.
as Servicer
By: /s/ Frank Garcia
-------------------------
Name: Frank Garcia
Title: Vice President
Date: March 29, 2000
INDEX TO EXHIBITS
Exhibit Number: Description:
- --------------- ------------------
23.1 Consent of Independent Accountants
28.1 Annual Servicer's Certificate pursuant to Section 4.9
of the Sale and Servicing Agreement
28.2 Annual Management's Assertion
28.3 Annual Independent Accountant's Servicing Reports
pursuant to Section 4.10 of the Sale and Servicing
Agreement
28.4 Annual Issuer's Certificate of Compliance with
Indenture