-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0dwCc7R0fabU3oVdstVAHB/r4RsOvqnjsV+cGVSm8O4dePhPS6h3MlbGpYFnoqa BEgmY3pUPEtQQmuTZ9V4uQ== 0000889812-00-001449.txt : 20000331 0000889812-00-001449.hdr.sgml : 20000331 ACCESSION NUMBER: 0000889812-00-001449 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN BANK /NY/ CENTRAL INDEX KEY: 0000835271 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 134994650 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-22687 FILM NUMBER: 586359 BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANK DATE OF NAME CHANGE: 19930521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0001004988 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-28338 FILM NUMBER: 586360 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025755050 MAIL ADDRESS: STREET 1: 270 PARK AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL MASTER CREDIT CARD TRUST I DATE OF NAME CHANGE: 19951219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN BANK USA CHASE CREDIT CARD OWNER TR 1999-3 CENTRAL INDEX KEY: 0001095661 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-74303-02 FILM NUMBER: 586361 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVE STREET 2: 13TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025755033 MAIL ADDRESS: STREET 1: 802 DELAWARE AVE 13TH FL STREET 2: 802 DELAWARE AVE 13TH FL CITY: WILMINGTON STATE: DE ZIP: 19801 10-K 1 ANNUAL REPORT 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, 1999 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 333-74303 Chase Credit Card Owner Trust 1999-3 (issuer) Chase Manhattan Bank USA, National Association (depositor) (Exact name of registrant as specified in its charter) USA 22-238028 (State of Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number) 802 Delaware Avenue, Wilmington, DE 19801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302) 575-5033 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 _____ ------- 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 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 (e.g., annual report to security holders for fiscal year ended December 31, 1999). None. Introductory Note Chase Credit Card Owner Trust 1999-3 (the "Trust") was formed pursuant to a Trust Agreement (the "Agreement") between Chase Manhattan Bank USA, National Association (the "Bank"), as seller and servicer, and an unrelated trustee (the "Trustee"). The Trust is the issuer of these classes of asset backed notes (the "Notes") and one class of asset backed certificates (the "Certificates"). 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 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 1999-3 Asset Backed Certificate issued by Chase Credit Card Master Trust, which was transferred to it by the Bank, and certain deposit accounts. The aggregate amount of Investor Default Amount with respect to the assets of the Trust for the year ended December 31, 1999 was $13,895,464.00. As of December 31, 1999, the aggregate principal balance of Receivables in the Trust was $19,295,629,355.22, and the aggregate principal balance of delinquent Receivables in the Trust were as follows: Delinquency Principal Balance - ----------------- ----------------------- 1 - 30 days $814,130,637.00 31 - 60 days $250,538,821.00 61 - 90 days $183,154,250.00 91 - 120 days $154,056,584.00 121 - 150 days $128,007,285.00 151 - 180 days $103,996,640.00 180 + days $1,097,616.00 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 beneficial interest in the Trust is represented by the Certificates and the Notes registered in name of the registrant. To the knowledge of the registrant, the Notes are traded in the over-the-counter market to a limited extent. As of December 31, 1999, 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, 1999, the number of holders of record for each class of Notes issued by the Trust were as follows: Class # of Holders --------- ------------------ A 56 B 29 C 3 Total 88 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 at December 31, 1999, there were 16 participants in the DTC system that held positions in a class of Notes equal to more than 5% of the total principal amount of that class outstanding on that date.
- ---------------------------------------------------------------------------------------------------- Chase Credit Card Master Trust Name & Address of Participant Original % Class Certificate Principal Balance - ---------------------------------------------------------------------------------------------------- Series 1999-3 - ---------------------------------------------------------------------------------------------------- Class A Bank of New York (The) 7.57% 925 Patterson Plank Rd. 64,360,000 Secaucus, NJ 07094 - ---------------------------------------------------------------------------------------------------- Bankers Trust Company 11.16% c/o BT Services Tennesse Inc. 94,890,000 648 Grassmere Park Drive Nashville, TN 37211 - ---------------------------------------------------------------------------------------------------- Boston Safe Deposit and Trust 13.44% Company 114,275,000 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 - ---------------------------------------------------------------------------------------------------- Brown Brothers Harriman & Co. 16.72% 63 Wall Street, 8th Floor 142,140,000 New York, NY 10005 - ---------------------------------------------------------------------------------------------------- Northern Trust Company (The) 5.76% 801 S. Canal C-In 48,965,000 Chicago, IL 60607 - ---------------------------------------------------------------------------------------------------- State Street Bank and Trust Co. 15.30% 1776 Heritage Dr. 130,065,000 Global Corp. Action Unit JAB 5 NW No. Quincy, MA 02171 - ---------------------------------------------------------------------------------------------------- Suntrust Bank/Safekeeping 6.09% Custodian for STES 51,780,000 303 Peachtree Street, 23rd Floor Atlanta, GA 30302 - ----------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------- Class B Bank of New York (The) 14.52% 925 Patterson Plank Rd. 7,015,000 Secaucus, NJ 07094 - ---------------------------------------------------------------------------------------------------- Bankers Trust Company 8.23% c/o BT Services Tennesse Inc. 3,975,000 648 Grassmere Park Drive Nashville, TN 37211 - ---------------------------------------------------------------------------------------------------- Boston Safe Deposit and Trust 10.14% Company 4,895,000 c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 - ---------------------------------------------------------------------------------------------------- Investors Bank & Trust/M.F. 9.57% Custody 4,620,000 200 Claredon Street 15th FL Hancock Tower Boston, MA 02116 - ---------------------------------------------------------------------------------------------------- Northern Trust Company (The) 11.84% 801 S. Canal C-In 5,720,000 Chicago, IL 60607 - ---------------------------------------------------------------------------------------------------- State Street Bank and Trust Co. 24.63% 1776 Heritage Dr. 11,895,000 Global Corp. Action Unit JAB 5 NW No. Quincy, MA 02171 - ---------------------------------------------------------------------------------------------------- Class C The Bank of New York/First 63.03% Union Safekeeping 42,615,000 16 Wall Street, 5th Floor New York, NY 10005 - ---------------------------------------------------------------------------------------------------- Chase Manhattan Bank 22.18% 4 New York Plaza 15,000,000 13th Floor New York, NY 10004 - ---------------------------------------------------------------------------------------------------- Citibank, N.A. 14.79% P.O. Box 30576 10,000,000 Tampa, FL 33630-3576 - ----------------------------------------------------------------------------------------------------
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 -------------- ----------- 28.1 Annual Management Report on Internal Controls 28.2 Annual Issuer's Certificate of Compliance with Indenture (b) Reports on Form 8-K. The following reports were filed on Form 8-K in 1999: Date Items Reported Financial Statements - ------------ --------------- -------------------- 11/30/1999 5, 7 Monthly report to certificateholders dated 11/15/1999 12/23/1999 5, 7 Monthly report to certificateholders dated 12/15/1999 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 29, 2000 Chase Credit Card Owner Trust 1999-3 by: Chase Manhattan Bank USA, National Association By: /s/ Patricia Garvey ----------------------------------- Name: Patricia Garvey Title: Vice President INDEX TO EXHIBITS Exhibit Number: Description: - --------------- ------------------------ 28.1 Annual Management Report on Internal Controls 28.2 Annual Issuer's Certificate of Compliance with the Indenture EX-28.1 2 ANNUAL MANAGEMENT REPORT ON INTERNAL CONTROLS Exhibit 28.1 [OBJECT OMITTED] The Chase Manhattan Bank USA, N.A. Wilmington, DE March 15, 2000 Management Report on Internal Control over Servicing of Securitized Credit Card Receivables - ------------------------------------------------ Management of The Chase Manhattan Bank USA, N.A. is responsible for establishing and maintaining an effective system of internal control over servicing of securitized credit card receivables, which is designed to provide reasonable assurance regarding the proper servicing of securitized credit card receivables. The system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to servicing of securitized credit card receivables. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time. Management of The Chase Manhattan Bank USA, N.A. assessed its system of internal control over servicing of securitized credit card receivables as of December 31, 1999 in relation to criteria for effective internal control described in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 1999, The Chase Manhattan Bank USA, N.A. maintained an effective system of internal control over servicing of securitized credit card receivables. /s/ Michael Barrett - ------------------- Michael Barrett President Chase Manhattan Bank USA, N.A. /s/ Keith Schuck - ---------------- Keith Schuck Vice President/Chief Financial Officer Chase Manhattan Bank USA, N.A. EX-28.2 3 OFFICER'S CERTIFICATE Exhibit 28.2 OFFICER'S CERTIFICATE --------------------------------------------------- CHASE CREDIT CARD OWNER TRUST SERIES 1999-3 ---------------------------------------------------- The undersigned, an Authorized Officer of the Chase Manhattan Bank USA, National Association, as Administrator pursuant to the Indenture for the Chase Credit Card Owner Trust Series 1999-3 does hereby certify that: 1. The undersigned is an Authorized Officer pursuant to the Indenture to execute and deliver this Certificate to the Indenture Trustee. 2. This Certificate is delivered pursuant to Section 3.9 of the Indenture 3. A review of the activities of the Issuer during the period from the closing date until December 31, 1999 and of performance under this Indenture has been made under the supervision of the undersigned. 4. To the best of the undersigned knowledge, based on such review, the Issuer has complied with all conditions and covenants in all material respects under this Indenture throughout the period from the closing date until December 31, 1999. No default in the compliance of any such condition or covenant has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Issuer's obligations under the provisions of the Indenture known to the undersigned to have been made during such period which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Issuer, if any, to remedy each such default and (iii) the current status of each such default: NONE (signatures on following page) IN WITNESS WHEREOF, the undersigned has duly executed this certificate this th day of March, 2000. By CHASE MANHATTAN BANK USA, National Association, as Administrator By: /s/ Keith Schuck -------------------------- Name: Keith Schuck Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----