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, 2002
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 numbers
33-59922
33-84844
33-99462
333-22131
333-55817
333-39856
000-22305
Chase Manhattan Bank, USA National Association on behalf of
the Chase USA Master Trust
(formerly the Providian Master Trust)
(Exact name of registrant as specified in its charter)
United States 22-2382028
(State or Other Jurisdiction of Incorporation (IRS Employer Identification
or Organization) Number)
White Clay Center, Building 200, 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: None
Securities Registered pursuant to Section 12(g) of the Act:
The following Chase USA Master Trust Asset-Backed Certificates
(collectively, the "Certificates"):
Floating Rate Asset-Backed Certificates, Series 1996-1
Floating Rate Class A Asset-Backed Certificates, Series 1997-2
Floating Rate Class B Asset-Backed Certificates, Series 1997-2
Floating Rate Class A Asset-Backed Certificates, Series 1999-1
6.80% Class B Asset-Backed Certificates, Series 1999-1
Floating Rate Class A Asset-Backed Certificates, Series 2000-1
Floating Rate Class B Asset-Backed Certificates, Series 2000-1
Floating Rate Class A Asset-Backed Certificates, Series 2000-2
Floating Rate Class B Asset-Backed Certificates, Series 2000-2
Floating Rate Class A Asset-Backed Certificates, Series 2000-3
Floating Rate Class B Asset-Backed Certificates, Series 2000-3
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Act during the preceding 12
months (or for such shorter period that the registration 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 fillers 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 registrant. 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. (See definition of affiliate in
Rule 405.)
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 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
Chase USA Master Trust, formerly known as Providian Master Trust (the
"Trust"), was formed pursuant to a Pooling and Servicing Agreement dated as of
June 1, 1993 (as amended and restated on February 5, 2002, the ("Agreement"),
between Chase Manhattan Bank USA, National Association as Servicer, Card
Acquisition Funding LLC as Transferor, The Bank of New York, Trustee, (the
"Trustee"). The Trust 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 "no-action" letters, 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 USA Master Trust is the Issuer of Asset Backed Certificates,
Series 1996-1, Series 1997-2, Series 1999-1, Series 2000-1, Series 2000-2 and
Series 2000-3. The Series 1997-4, Certificates are no longer outstanding as of
the date hereof.
* On December 23, 1993, Providian National Bank, the former servicer of the
Chase USA Master Trust (the "Former Servicer"), was issued a no-action letter
(the "No-Action Letter") by the Securities and Exchange Commission with respect
to certain of the reporting requirements relating to the Chase USA Master Trust
(the "Trust") pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
PART I
Item 1. Business
Omitted pursuant to the No-Action Letter.
Item 2. Properties
The Trust is the holder of the Chase USA Master Trust Asset Backed
Certificates, Series 1996-1, 1997-2, 1999-1, 2000-1, 2000-2 and 2000-3, pursuant
to the Chase USA Master Trust Pooling and Servicing Agreement dated as of June
1, 1993, as amended (the "Pooling Agreement").
The aggregate Investor Default Amount for the year ended December 31,
2002 was $160,045,647.42. As of December 31, 2002, Accounts designated for the
Master Trust having an aggregate balance of $114,201,545.00, or 1.66% of all
Receivables, were delinquent 30 - 59 days; Accounts having an aggregate balance
of $79,937,622.00, or 1.16% of all Receivables, were delinquent 60 - 89 days;
and Accounts having an aggregate balance of $158,034,336.00, or 2.30% 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 involving either the Trust, the Trustee, Providian National
Bank as Former Servicer of the Trust for the fiscal year ended December 31,
2002, or Chase Manhattan Bank USA, National Association, the current Servicer of
the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
(a) To the best knowledge of the registrant, there is no
established public trading market for the Certificates.
(b) As of December 31, 2002, each class of Certificates is
represented by one or more certificates registered in the name
of Cede & Co., the nominee of The Depository Trust Company
(the "DTC").
(c) The records provided to the Trust by DTC indicate that as of
December 31, 2002, the number of holders of record for each
class of Certificates issued by the Trust was as follows:
Series No. of Holders
------ --------------
1996-1 21
1997-2 16
1999-1 5
2000-1 65
2000-2 16
2000-3 17
Item 6. Selected Financial Data
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data
Omitted pursuant to the No-Action Letter.
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 pursuant to the No-Action Letter.
Item 11. Executive Compensation
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The records of DTC indicate that as of December 31, 2002, there were
the following holders of record with more than 5% of each class of the
Certificates:
Chase USA Name & Address of Participant Original Certificate % Class
Master Trust Principal Balance
Series 1996-1
Class A Citibank, N.A. $59,267,000 7.90%
3800 Citibank Center B3-15
Tampa, FL 33610
Deutsche Bank Trust Company Americas $52,115,000 6.94%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $249,870,000 33.29%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
State Street Bank and Trust Company $312,423,000 41.63%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Series 1997-2
Class A Boston Safe Deposit and Trust Company $64,496,000 11.31%
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259
Merrill, Lynch, Pierce Fenner & Smith $54,889,000 9.62%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
The Northern Trust Company $30,000,000 5.26%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company $327,161,000 57.35%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Wells Fargo Bank Minnesota, N.A. $35,000,000 6.13%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Class B Wells Fargo Bank Minnesota, N.A. $35,000,000 6.13%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Citibank, N.A. $20,250,000 30.45%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank $46,250,000 69.55%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Series 1999-1
Class A The Bank of New York $50,000,000 10.00%
One Wall Street
New York, NY 10286
State Street Bank and Trust Company $450,000,000 90.00%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Class B The Bank of New York $10,000,000 15.22%
One Wall Street
New York, NY 10286
Citibank, N.A. $33,705,000 51.30%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank $22,000,000 33.48%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Series 2000-1
Class A Boston Safe Deposit and Trust Company $112,440,000 26.77%
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259
Citibank, N.A. $27,030,000 6.44%
3800 Citibank Center B3-15
Tampa, FL 33610
Merrill Lynch, Pierce, Fennder & Smith, Inc. $70,535,000 16.79%
Debt Sec.
101 Hudson Street - 9th Floor
Jersey City, NJ 07302
Morgan Stanley & Co. Incorporated $26,900,000 6.40%
One Pierrepont Plaza
Brooklyn, NY 11201
State Street Bank and Trust Company $28,323,000 6.74%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Wachovia Bank N.A. - Phila. Main $35,280,000 8.40%
530 Walnut Street, 1st Floor
Philadelphia, PA 19101
Class B The Bank of New York $10,000,000 21.16%
One Wall Street
New York, NY 10286
Citibank, N.A. $5,000,000 10.58%
3800 Citibank Center B3-15
Tampa, FL 33610
Deutsche Bank Trust Company Americas $15,000,000 31.75%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $5,000,000 10.58%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
LBI - Lehman Government Securities Inc. (LBI) $10,250,000 21.69%
101 Hudson Street, 30th Floor
Jersey City, NJ 07302
Series 2000-2
Class A Merrill, Lynch, Pierce Fenner & Smith $55,000,000 12.22%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
State Street Bank and Trust Company $361,954,000 80.43%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Class B Deutsche Bank Trust Company Americas $10,000,000 16.86%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $49,300,000 83.14%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Class C The Bank of New York $15,000,000 30.49%
One Wall Street
New York, NY 10286
Citibank, N.A. $3,000,000 6.10%
3800 Citibank Center B3-15
Tampa, FL 33610
JPMorgan Chase Bank $31,200,000 63.41%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Series 2000-3
Class A The Bank of New York/Credit Agricole $28,500,000 5.24%
One Wall Street
New York, NY 10286
Boston Safe Deposit and Trust Company $51,842,000 9.53%
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259
JPMorgan Chase Bank $32,000,000 5.88%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Merrill, Lynch, Pierce Fenner & Smith $112,250,000 20.62%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
State Street Bank and Trust Company $290,408,000 53.36%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Class B Deutsche Bank Trust Company Americas $22,500,000 31.36%
648 Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $49,250,000 68.64%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Class C Boston Safe Deposit and Trust Company $11,000,000 18.49%
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259
JPMorgan Chase Bank $29,965,000 50.36%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
Mercantile Safe Deposit & Trust $5,000,000 8.40%
Securities Lending
770 Old Hammond Ferry Road
Linthicum, MD 21090
The Northern Trust Company $3,125,000 5.25%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Custody $9,410,000 15.82%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) Exhibits. The following documents are filed as part
of this Annual Report on Form 10-K.
Exhibit Number: Description:
--------------- ------------
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.
99.4 Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K during the last
quarter of 2002:
Date Items Reported Financial Statements
---- -------------- --------------------
10/01/2002 5, 7 Monthly report to
Noteholders dated
9/16/2002
10/22/2002 5, 7 Monthly report to
Noteholders dated
10/15/2002
11/15/2002 5, 7 Monthly report to
Noteholders dated
11/15/2002
12/17/2002 5, 7 Monthly report to
Noteholders dated
12/16/2002
SIGNATURES
Pursuant to the requirements of the Section 13 and 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.
Date: March 28, 2003
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Servicer
By: /s/ Patricia M. Garvey
------------------------------
Name: Patricia M. Garvey
Title: Vice President
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 Noteholders during the period covered by this Annual
Report on Form 10-K and the registrant does not intend to furnish such materials
to Noteholders subsequent to the filing of this report.
INDEX TO EXHIBITS
Exhibit Number: Description:
- --------------- ------------
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.
99.4 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.