SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2004
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 333-109768-02
Chase Manhattan Auto Owner Trust 2004-A (Issuer)
Chase Bank USA, National Association (depositor)
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(Exact name of registrant as specified in its charter)
USA 22-2382028
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(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
White Clay Center, Building 200, Newark, DE 19711
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(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. Not Applicable.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act): Yes |_| No |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 Auto Owner Trust 2004-A (the "Trust") was formed pursuant
to a Trust Agreement (the "Agreement") between Chase Bank USA, National
Association (the "Bank"), as depositor, and an unrelated trustee (the
"Trustee"). 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 "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 auto loan receivables from the Bank
pursuant to a Sale and Servicing Agreement. The aggregate principal balance of
the receivables, as of December 31, 2004, was $1,163,014,695.
The Trust also holds a reserve account pursuant to the Sale and Servicing
Agreement. The principal balance of the reserve account, as of December 31,
2004, was $30,965,336.
The aggregate balance of receivables that were 60 or more days past due,
as of December 31, 2004, was $5,014,359, or .431% of the receivables by
principal balance.
The aggregate amount of principal charge-offs, net of recoveries, for the
year ended December 31, 2004, was $2,853,956, or .207 % of the average aggregate
outstanding principal balance of the receivables for that year.
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 Certificateholders during the fiscal
year covered by this report.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters
and Issuer Purchases of Equity Securities.
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 registrant is
also the issuer of four outstanding classes of notes (the "Notes"). To the
knowledge of the registrant, the Certificates and the Notes are traded in the
over-the-counter market to a limited extent.
As of December 31, 2004, all of the Certificates and 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 Certificates and the Notes held of record by CEDE & Co., and that DTC knows
only the identity of the participants to whose accounts such Certificates and
Notes are credited, who may or may not be the beneficial owners of the
Certificates and the Notes.
The records provided to the Trust by DTC indicate that as of December 31,
2004, the number of holders of record for each outstanding class of securities
issued by the Trust were as follows:
Class No. of Holders
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A-2 12
A-3 39
A-4 24
CTFS 5
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.
Item 9A. Controls and Procedures
None.
Item 9B. Other Information
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, 2004, there were the
following holders of record with more than 5% of each class of the Certificates
and Notes:
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Class Name & Address of Participant Original % Class
Certificate
Principal Balance
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A2 00000901 The Bank of New York $90,600,000 23.97%
One Wall Street
New York, NY 10286
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00000902 JPMorgan Chase Bank, National Association $77,075,000 20.39%
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway 12th Floor
Dallas, TX 75254
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00000908 Citibank, N.A. $79,200,000 20.95%
3800 Citibank Center B3-15
Tampa, FL 33610
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00000997 State Street Bank and Trust Company $83,500,000 22.09%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
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A3 00000901 The Bank of New York $115,845,000 25.07%
One Wall Street
New York, NY 10286
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00000902 JPMorgan Chase Bank, National Association $64,155,000 13.89%
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway 12th Floor
Dallas, TX 75254
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00000908 Citibank, N.A. $65,600,000 14.20%
3800 Citibank Center B3-15
Tampa, FL 33610
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Class Name & Address of Participant Original % Class
Certificate
Principal Balance
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00000954 Mellon Trust of New England, NA $100,245,000 21.70%
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259
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00000997 State Street Bank and Trust Company $26,010,000 5.63%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
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A4 00000901 The Bank of New York $41,870,000 10.19%
One Wall Street
New York, NY 10286
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00000902 JPMorgan Chase Bank, National Association $59,690,000 14.52%
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway 12th Floor
Dallas, TX 75254
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00000913 FLEET NB $34,265,000 8.34%
159 East Main Street
Rochester, NY 14638
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00000954 Mellon Trust of New England, NA $111,088,000 27.03%
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259
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00000997 State Street Bank and Trust Company $74,850,000 18.21%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
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00002416 FTB/TEACH $25,000,000 6.08%
38 Fountain Square Plaza
Mail Drop 1090F1
Cincinnati, OH 45263
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CTFS 00000901 The Bank of New York $16,000,000 40.00%
One Wall Street
New York, NY 10286
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00000902 JPMorgan Chase Bank, National Association $8,675,000 21.69%
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway 12th Floor
Dallas, TX 75254
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00000997 State Street Bank and Trust Company $15,000,000 37.50%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
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Item 13. Certain Relationships and Related Transactions
Omitted.
Item 14. Principal Accounting Fees and Services
Omitted.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual
Report on Form 10-K.
(3) Exhibit Number Description
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31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.1 Annual Management Report on Internal
Controls.
99.2 Annual Servicer's Certificate pursuant to
Section 4.10 of the Sale and Servicing
Agreement.
99.3 Annual Independent Accountants Reports
pursuant to Section 4.11 of the Sale and
Servicing Agreement.
99.4 Annual Issuer's Certificate of Compliance
with the Indenture.
(b) See item 15(a)(3) above.
(c) Not Applicable.
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, 2005
Chase Manhattan Auto Owner Trust 2004-A
By: Chase Bank USA, National Association,
as Depositor
By: /s/ Keith Schuck
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Name: Keith Schuck
Title: 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 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:
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31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
99.1 Annual Management Report on Internal Controls.
99.2 Annual Servicer's Certificate pursuant to Section 4.10 of the
Sale and Servicing Agreement.
99.3 Annual Independent Accountants Reports pursuant to Section
4.11 of the Sale and Servicing Agreement.
99.4 Annual Issuer's Certificate of Compliance with the Indenture.