UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 1998 ------------- CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ---------------------------------------------- (Exact Name of registrant specified in its charter) United States 333-36939 22-2382028 - ------------- --------- ---------- (State or other (Commission File Number) (I.R.S. employer Jurisdiction of Identification No.) Incorporation) 802 Delaware Avenue Wilmington, Delaware 19801 (Address of principal executive offices) ---------------------------------------- Registrant's telephone number: (302) 575-5033 2 Item 5. Other Events On April 8, 1998, the Note Underwriting Agreement, between Chase Manhattan Bank USA, National Association, as Seller and Servicer, and Chase Securities Inc., as Representative of the several Underwriters parties thereto, was executed and entered into by the parties thereto. On April 8, 1998, the Certificate Underwriting Agreement, between Chase Manhattan Bank USA, National Association, as Seller and Servicer, and Chase Securities Inc., as Underwriter, was executed and entered into by the parties thereto. On April 8, 1998, the opinion of counsel to Chase Manhattan Auto Owner Trust 1998-B (the "Trust") regarding the tax status of the Trust, dated as of April 8, 1998 (the "Opinion"), was delivered by Simpson Thacher & Bartlett to Chase Manhattan Bank USA, National Association. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits Exhibits 1.1(B)(2) Note Underwriting Agreement, dated April 8, 1998. 1.1(C)(2) Certificate Underwriting Agreement, dated April 8, 1998. 8.3 Opinion of Simpson Thacher & Bartlett with respect to the tax status of the Trust, dated as of April 8, 1998. 23.4 Consent of Simpson Thacher & Bartlett (included as part of Exhibit 8.3) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHASE MANHATTAN BANK USA, ------------------------- NATIONAL ASSOCIATION (Registrant) -------------------- By: /s/ Keith Schuck ------------------------------------ Name: Keith Schuck Title: Controller Date: April 8, 1998 4 INDEX TO EXHIBITS ----------------- Exhibit Sequentially Number Exhibit Numbered Pages - ------ ------- -------------- 1.1(B)(2) Note Underwriting Agreement, dated April 8, 1998. 1.1(C)(2) Certificate Underwriting Agreement, dated April 8, 1998. 8.3 Opinion of Simpson Thacher & Bartlett with respect to the tax status of the Trust, dated as of April 8, 1998. 23.4 Consent of Simpson Thacher & Bartlett (included as part of Exhibit 8.3)