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, 2001
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 of securities)
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)
White Clay Center, Building 200, Newark, Delaware 19711
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5000
JPMORGAN CHASE BANK (f/k/a 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 Registered
NONE 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
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 equity 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.
None.
Introductory Note
Chase Manhattan Marine Owner Trust 1997-A (the "Trust") was formed
pursuant to a Trust Agreement (as amended, the "Agreement") among JPMorgan Chase
Bank (f/k/a 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 the 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, 2001 was $417,936.98. As of
December 31, 2001, the aggregate principal balance of receivables in the Trust
was $59,192,562.25 and the aggregate principal balance of delinquent receivables
in the Trust were as follows:
Delinquency Principal Balance
----------- -----------------
31-59 days $1,164,308.47
60-89 days $127,861.26
90-119 days $ 164,798.70
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 also has four outstanding classes of debt securities (the "Notes") as set
forth below. To the knowledge of the registrant, the Notes are traded in the
over-the-counter market to a limited extent.
As of December 31, 2001, 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 Notes held of record by
CEDE & Co., and that DTC knows only the identity of the participants to whose
accounts such Notes are credited, who may or may not be the beneficial owners of
the Notes. 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 No. of Holders
----- --------------
A5 6
A6 1
B 1
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
The records of DTC indicate that as of December 31, 2001, there were
the following holders of record with more than 5% of each class of Certificates
and Notes:
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Chase Manhattan Marine Owner Trust Name & Address of Participant Original Certificate % of Class
Principal Balance
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Class A5 Bank of New York (The) $12,891,000 44.00%
925 Patterson Plank Rd.
Secaucus, NJ 07094
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Bankers Trust Company $5,444,000 18.58%
648 Grassmere Park Drive
Nashville, TN 37211
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Boston Safe Deposit and Trust Company $5,000,000 17.06%
525 William Penn Place
Pittsburgh, PA 15259
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Northern Trust Company (The) $3,000,000 10.24%
801 S. Canal C-IN
Chicago, IL 60607
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State Street Bank and Trust Company $1,700,000 5.80%
1776 Heritage Drive
No. Quincy, MA 02171
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Class A6 Bankers Trust Company $23,700,000 100.00%
648 Grassmere Park Drive
Nashville, TN 37211
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Class B Bank of New York (The) $10,650,000 100.00%
925 Patterson Plank Rd.
Secaucus, NJ 07094
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Class C JPMorgan Chase Bank $17,312,000 100.00%
C/O JP Morgan Investor Services
14201 Dallas Pkwy, 12th Floor
Dallas, TX 75254
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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 Independent Accountant's Consent.
99.1 Annual Servicer's Certificate pursuant to Section
4.9(a) of the Sale and Servicing Agreement.
99.2 Report of Independent Accountants
99.3 Management's Assertion Concerning Compliance with USAP
Minimum Servicing Standards.
99.4 Annual Issuer's Certificate of Compliance with
Indenture.
b) Reports on Form 8-K.
The following reports were filed on Form 8-K during the last quarter of 2001:
Date Items Reported Financial Statements
- ---- -------------- --------------------
10/01/2001 5, 7 Monthly report to certificateholders
dated 09/17/2001
10/29/2001 5, 7 Monthly report to certificateholders
dated 10/15/2001
11/29/2001 5, 7 Monthly report to certificateholders
dated 11/15/2001
12/21/2001 5, 7 Monthly report to certificateholders
dated 12/17/2001
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/Sales Financing, Inc.,
as Servicer
By: /s/ Gilmar Rodrigues
-------------------------
Name: Gilmar Rodrigues
Title: Vice President
Date: March 29, 2002
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 Independent Accountant's Consent.
99.1 Annual Servicer's Certificate pursuant to Section 4.9
of the Sale and Servicing Agreement.
99.2 Reports of Independent Accountants
99.3 Management's Assertion Concerning Compliance with USAP
Minimum Servicing Standards.
99.4 Annual Issuer's Certificate of Compliance with
Indenture.