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, 2003
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 333-68236
Chase Credit Card Owner Trust 2001-6 (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact name of registrant as specified in its charter)
USA 22-238028
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation 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:
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 reports), and (2) has been
subject to such filing requirements for the last 90 days:
YES X NO _____
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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 and non-voting common
equity held by non-affiliates of the registrants. The aggregate 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 notes.
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 Credit Card Owner Trust 2001-6 (the "Trust") was formed pursuant
to a Trust Agreement (the "Agreement") between Chase Manhattan Bank USA,
National Association (the "Bank"), as depositor, and an unrelated trustee (the
"Trustee"). The Trust is the issuer of two classes of publicly offered asset
backed notes (the "Notes"). The Trust files reports pursuant to Section 13 and
15(d) 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 with respect to Chase Credit Card
Master Trust (f/k/a "Chemical Master Credit Card Trust I"). 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 is the holder of the Series 2001-6 Asset Backed Certificate
issued by Chase Credit Card Master Trust, which was transferred to it by the
Bank, and certain deposit accounts.
The aggregate Investor Default Amount for the year ended December 31,
2003 was $75,112,158.00. There were no Investor Charge-offs for the same period.
As of December 31, 2003, Accounts designated for the Master Trust having an
aggregate balance of $498,868,199.00, or 1.37% of all Receivables, were
delinquent 30 - 60 days; Accounts having an aggregate balance of
$378,768,146.00, or 1.04% of all Receivables, were delinquent 60 - 90 days; and
Accounts having an aggregate balance of $750,570,394.00, or 2.06% of all
Receivables, were delinquent 90 days or more.
The aggregate amount of interest distributions made to the Noteholders
for the year ended December 31, 2003 was $17,675,259. No principal distributions
were made to the Noteholders.
Item 3. Legal Proceedings
The registrant knows of no material pending legal 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 Securityholders 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 Bank is the beneficial owner of the Trust and
the assets of the Trust are represented by the series certificate registered in
the name of The trust. To the knowledge of the registrant, the Notes are traded
in the over-the-counter market to a limited extent.
As of December 31, 2003, 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 records provided to the Trust by DTC indicate that as of December
31, 2003, the number of holders of record for each class of Notes issued by the
Trust was as follows:
Class No. of Holders
----- --------------
A 32
B 10
C 3
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, 2003, there were
the following holders of record with more than 5% of each class of Notes:
- ------------------------------------------------------------------------------------------------------------------------
Chase Credit Card Owner Trust Name & Address of Participant Original Note % Class
Series 2001-6 Principal Balance
- ------------------------------------------------------------------------------------------------------------------------
Class A State Street Bank and Trust Company $ 301,193,000 29.88%
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
- ------------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank $ 275,350,000 27.32%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
- ------------------------------------------------------------------------------------------------------------------------
Citibank, N.A. $ 93,900,000 9.32%
3800 Citibank Center B3-15
Tampa, FL 33610
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Mellon Trust of New England, NA $ 60,490,000 6.00%
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259
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The Bank of New York $ 60,100,000 5.96%
One Wall Street
New York, NY 10286
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Investors Bank & Trust Company $ 51,650,000 5.12%
200 Clarendon St, 9th Floor
Corporate Actions Unit/TOP57
Boston, MA 02116
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Class B Deutsche Bank Trust Company Americas $ 30,000,000 35.71%
648 Grassmere Park Road
Nashville, TN 37211
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Mellon Trust of New England, NA $ 25,000,000 29.76%
525 William Penn Place, Suite 3148
Pittsburgh, PA 15259
- ------------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank $ 17,345,000 20.65%
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254
- ------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston LLC $ 5,295,000 6.30%
c/o ADP Proxy Services
- ------------------------------------------------------------------------------------------------------------------------
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Bank of Tokyo-Mitsubishi Trust Company $ 5,000,000 5.95%
Trust Operations Dept. Plaza 3
Jersey City, NJ 07311-1904
- ------------------------------------------------------------------------------------------------------------------------
Class C The Bank of New York $ 63,000,000 58.33%
One Wall Street
New York, NY 10286
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Deutsche Bank Trust Company Americas $ 35,000,000 32.41%
648 Grassmere Park Road
Nashville, TN 37211
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Sumitomo Trust & Banking Co. (U.S.A.) $ 10,000,000 9.26%
527 Madison Avenue
New York, NY 10022
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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:
--------------- ------------
99.1 Annual Servicer's Certificate of the Master Trust
pursuant to Section 3.05 of the Agreement.
99.2 Annual Certification of the Administrator for the
Owner Trust.
99.3 Management Report on Internal Controls of the
Master Trust.
99.4 Management Report on Internal Controls of the
Owner Trust.
99.5 Annual Independent Accountants Report of the
Master Trust pursuant to Section 3.06 of the
Agreement.
99.6 Annual Independent Accountants Report of the Owner
Trust.
99.7 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 2003:
Date Items Reported Financial Statements
---------- -------------- --------------------
09/16/2003 5, 7 Monthly report to Noteholders
dated 9/15/2003
10/17/2003 5, 7 Monthly report to Noteholders
dated 10/15/2003
11/19/2003 5, 7 Monthly report to Noteholders
dated 11/17/2003
12/18/2003 5, 7 Monthly report to Noteholders
dated 12/15/2003
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, 2004
Chase Credit Card Owner Trust 2001-6
by: Chase Manhattan Bank USA, National
Association, as Administrator
By: /s/ Patricia M. Garvey
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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 of the Master Trust
pursuant to Section 3.05 of the Agreement.
99.2 Annual Certification of the Administrator for the
Owner Trust.
99.3 Management Report on Internal Controls of the
Master Trust.
99.4 Management Report on Internal Controls of the
Owner Trust.
99.5 Annual Independent Accountants Report of the
Master Trust pursuant to Section 3.06 of the
Agreement.
99.6 Annual Independent Accountants Report of the Owner
Trust.
99.7 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.