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, 2000
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 333-05205
Chase Manhattan Credit Card Master Trust (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 (IRS Employer
Incorporation or Organization) Identification Number)
2000 White Clay Center Drive, Newark, DE 19711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5000
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 stock held by
non-affiliates of the registrant:
The registrant has no voting stock or class of common stock outstanding
as of the date of this report.
DOCUMENTS INCORPORATED BY REFERNCE.
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.
None.
Introductory Note
This Annual Report on Form 10-K is filed in accordance with a letter
dated March 22, 1991 issued by the Office of Chief Counsel, Division of
Corporate Finance of the Securities and Exchange Commission (the "Division")
stating that the Division will raise no objection if Chase Manhattan Credit Card
Master Trust (the "Trust"), which is maintained pursuant to the Amended and
Restated Pooling Agreement (the "Agreement") between Chase Manhattan Bank USA,
National Association (formerly known as The Chase Manhattan Bank (USA)) (the
"Bank"), as seller and servicer, and unrelated trustee (the "Trustee"), files
reports pursuant to Section 13, 15(d) and 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in the manner described in letters dated
January 16, 1991 and March 14, 1991, submitted to the Office of the Chief
Counsel on behalf of the originators of the Trust. Accordingly, responses to
certain Items have been omitted from or modified in this Annual Report on Form
10-K. The Chase Manhattan Credit Card Master Trust is the Issuer of Asset Backed
Certificates, Series 1996-3.
Part I
Item 1. Business
Omitted.
Item 2. Properties
Pursuant to the Agreement, the Bank has transferred to the Trust from
time to time the receivables (the "Receivables") arising in certain credit card
accounts.
The aggregate Investor Default Amount reported by the registrant in
reports on Form 8-K filed in 2000 was $51,492,907.23. There were no Investor
Charge-offs for the same period. As of December 31, 2000, Accounts designated
for the Master Trust having an aggregate balance of $43,034,880.74, or 1.45% of
all Receivables, were delinquent 30 - 59 days; Accounts having an aggregate
balance of $34,150,685.12, or 1.15% of all Receivables, were delinquent 60 - 89
days; Accounts having an aggregate balance of $63,484,513.88, or 2.15% of all
Receivables, were delinquent 90 days or more.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with
respect to the Trust, the Trustee, The Chase Manhattan Bank or Chase Manhattan
Bank USA, National Association.
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
To the knowledge of the registrant, the Certificates are traded in the
over-the-counter market to a limited extent.
As of December 31, 2000, 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 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 for the Series 1996-3 Certificates:
Class No. of Holders
----- --------------
A 58
B 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
The records of DTC indicate that as of December 31, 2000, there were
the following holders of record with more than 5% of each class of the Series
1996-3 Certificates:
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Chase Manhattan Credit Card Master Trust Name & Address of Participant Original % Class
Certificate
Principal Balance
- ---------------------------------------------------------------------------------------------------------------
Series 1996-3
- ---------------------------------------------------------------------------------------------------------------
Class A Bank of New York (The)
925 Patterson Plank Rd. $92,771,000 9.69%
Secaucus, NJ 07094
- ---------------------------------------------------------------------------------------------------------------
Chase Manhattan Bank
4 New York Plaza $121,406,000 12.68%
13th Floor
New York, NY 10004
- ---------------------------------------------------------------------------------------------------------------
CIBC World Markets Corp.
200 Liberty Street $66,680,000 6.97%
6th Floor
New York, NY 10281
- ---------------------------------------------------------------------------------------------------------------
Citibank, N.A.
P.O. Box 30576 $63,435,000 6.63%
Tampa, FL 33630-3576
- ---------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce Fenner &
Smith Safekeeping $106,585,000 11.13%
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
- ---------------------------------------------------------------------------------------------------------------
Northern Trust Company (The)
801 S. Canal C-IN $63,760,000 6.66%
Chicago, Il 60607
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State Street Bank and Trust Co.
1776 Heritage Dr. $144,494,000 15.10%
Global Corp. Action Unit JAB 5 NW
No. Quincy, MA 02171
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Class B Chase Manhattan Bank
4 New York Plaza $42,780,000 100.00%
13th Floor
New York, NY 10004
- ---------------------------------------------------------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions
Omitted.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Annual
Report on Form 10-K.
Exhibit Number Description
-------------- -----------
23.1 Consent of Independent Accountants.
99.1 Annual Servicer's Certificate pursuant to Section
3.05 of the Agreement.
99.2 Management Report on Internal Controls.
99.3 Annual Independent Accountants Report pursuant to
Section 3.06 of the Agreement.
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed by the registrant during
the last quarter of 2000:
(1) Current Report on Form 8-K, filed on October 25, 2000, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the October 16, 2000 distribution with respect to Series 1996-3.
(2) Current Report on Form 8-K, filed on November 29, 2000, reporting
Items 5 and 7, providing the Monthly Certificateholders' Statement with respect
to the November 15, 2000 distribution with respect to Series 1996-3.
(3) Current Report on Form 8-K, filed on December 28, 2000 and amended
on February 7, reporting Items 5 and 7, providing the Monthly
Certificateholders' Statement with respect to the December 15, 2000 distribution
with respect to Series 1996-3.
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 30, 2001
Chase Manhattan Credit Card Master Trust
by: Chase Manhattan Bank USA, National Association
By: /s/ Miriam K. Haimes
-------------------------
Name: Miriam K. Haimes
Title: Financial Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
INDEX TO EXHIBITS
Exhibit Number: Description:
- --------------- ------------
23.1 Consent of Independent Accountants.
99.1 Annual Servicer's Certificate pursuant to Section 3.05
of the Agreement.
99.2 Management Report on Internal Controls.
99.3 Annual Independent Accountants Report
pursuant to Section 3.06 of the Agreement.