-----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, T9vNC+h2AlFfN9MD1Mane1kp8uV270rmzSbkCudq9AdS4ag5/sR2nVWMfIcMNWwt V4YS+w7H1Wv1hFVUAHZQOw== 0001125282-01-001247.txt : 20010402 0001125282-01-001247.hdr.sgml : 20010402 ACCESSION NUMBER: 0001125282-01-001247 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN BANK USA CENTRAL INDEX KEY: 0000869090 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-19191 FILM NUMBER: 1588310 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 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-K405 SEC ACT: SEC FILE NUMBER: 033-22687 FILM NUMBER: 1588311 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 MANHATTAN MARINE OWNER TRUST 1997-A CENTRAL INDEX KEY: 0001042749 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-32737-02 FILM NUMBER: 1588312 BUSINESS ADDRESS: STREET 1: 802 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 802 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 10-K405 1 0001.txt ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------- 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, 2000 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) 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) 200 White Clay Center Drive, Newark, Delaware 17911 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (302) 575-5000 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 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, 2000 was $1,570,320.50. As of December 31, 2000, the aggregate principal balance of receivables in the Trust was $81,862,653.28 and the aggregate principal balance of delinquent receivables in the Trust were as follows: Delinquency Principal Balance ----------- ----------------- 31-59 days $1,115,240.82 60-89 days $405,524.17 90-119 days $ 210,324.28 120+ 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 Certificates and the Notes are traded in the over-the-counter market to a limited extent. As of December 31, 2000, the Certificates and the Notes 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 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 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 ----- -------------- A4 4 A5 4 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, 2000, there were the following holders of record with more than 5% of each class of Certificates and Notes:
- ---------------------------------------------------------------------------------------------------------- Chase Manhattan Marine Owner Trust Name & Address of Participant Original Certificate % of Class Principal Balance - ---------------------------------------------------------------------------------------------------------- Class A4 Bank of New York (The) 925 Patterson Plank Road $8,320,000 22.31% Secaucus, NJ 07094 - ---------------------------------------------------------------------------------------------------------- Bankers Trust Company 648 Grassmere Park Drive $22,980,000 61.06% Nashville, TN 37211 - ---------------------------------------------------------------------------------------------------------- SSB - Bank Portfolio 1776 Heritage Drive $6,000,000 16.09% No. Quincy, MA 02171 - ---------------------------------------------------------------------------------------------------------- Class A5 Bankers Trust Company 648 Grassmere Park Drive $21,335,000 72.82% Nashville, TN 37211 - ---------------------------------------------------------------------------------------------------------- Boston Safe Deposit and Trust Company $5,000,000 17.06% c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 - ---------------------------------------------------------------------------------------------------------- State Street Bank and Trust Company $1,700,000 5.80% 1776 Heritage Drive No. Quincy, MA 02171 - ---------------------------------------------------------------------------------------------------------- Class A6 Bankers Trust Company 648 Grassmere Park Drive $23,700,000 100% Nashville, TN 37211 - ---------------------------------------------------------------------------------------------------------- Class B Bank of New York (The) 925 Patterson Plank Rd. $10,650,000 100% Secaucus, NJ 07094 - ---------------------------------------------------------------------------------------------------------- Class C Chase Manhattan Bank 4 NY Plaza, 13th Fl. $17,312,000 100% New York, NY 10004 - ----------------------------------------------------------------------------------------------------------
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 Annual Management's Assertion. 99.3 Annual Independent Accountants Report pursuant to Section 4.11 of the Sale and Servicing Agreement. 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 2000:
Date Items Reported Financial Statements - ---- -------------- -------------------- 10/25/2000 5, 7 Monthly report to certificateholders dated 10/16/2000 11/29/2000 5, 7 Monthly report to certificateholders dated 11/15/2000 12/29/2000 5, 7 Monthly report to certificateholders dated 12/15/2000
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/Financing, Inc. as Servicer By: /s/ Gilmar Rodrigues ------------------------- Name: Gilmar Rodrigues Title: Vice President Date: March 30, 2001 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 Annual Management's Assertion. 99.3 Annual Independent Accountants Report pursuant to Section 4.10 of the Sale and Servicing Agreement. 99.4 Annual Issuer's Certificate of Compliance with Indenture.
EX-23.1 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 Independent Auditor's Consent The Board of Directors The CIT Group, Inc. We consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 333-32737) of Chase Manhattan Bank USA, National Association and The Chase Manhattan Bank of our report dated March 1, 2001 relating to management's assertion about The CIT Group/Sales Financing, Inc. and The CIT Group/Consumer Finance, Inc.'s compliance with the minimum servicing standards identified in the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2000, which report appears as Exhibit 99.3 of this Form 10-K. /s/ KPMG LLP - ----------------- KPMG LLP Short Hills, New Jersey March 30, 2001 EX-99.1 3 0003.txt ANNUAL SERVICER'S CERTIFICATE Exhibit 99.1 CHASE MANHATTAN MARINE OWNER TRUST 1997-A ANNUAL OFFICER'S CERTIFICATE COMPLIANCE WITH AGREEMENT The undersigned certifies that he is a Senior Vice President of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of Delaware ("CITSF"), and that as such he is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with Section 4.9(a) of the Sale and Servicing Agreement, dated as of October 1, 1997 (the "Agreement"), among CITSF, as Servicer, Chase Manhattan Bank USA, National Association and The Chase Manhattan Bank, as Sellers, and Wilmington Trust Company acts as Owner Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement). The undersigned further certifies that a review of the activities of CITSF during the preceding calendar year and of its performance under the Agreement has been made under his supervision and to the best of his knowledge, based on such review, CITSF has fulfilled all its obligations under the Agreement throughout the preceding calendar year. IN WITNESS WHEREOF, I have affixed hereto my signature this 1st day of March, 2001. THE CIT GROUP/SALES FINANCING, INC., as Servicer /s/ Frank Garcia ------------------------------------- Name: Frank Garcia Title: Senior Vice President EX-99.2 4 0004.txt ANNUAL MANAGEMENT'S ASSERTION Exhibit 99.2 March 1, 2001 MANAGEMENT'S ASSERTION As of and for the year ended December 31, 2000, The CIT Group/Sales Financing, Inc. and The CIT Group/Consumer Finance, Inc. (the Companies), both wholly owned subsidiaries of The CIT Group, Inc., have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Companies have in effect a fidelity bond and errors and omissions policy in the amount of not less than $60 million and $6.5 million, respectively. The CIT Group/Consumer Finance, Inc. The CIT Group/Sales Financing, Inc. /s/ William L. Schumm ----------------------------------- William L. Schumm Executive Vice President Chief Credit Officer North American Servicing /s/ Kenneth P. Reynolds ----------------------------------- Kenneth P. Reynolds Senior Vice President & Chief Financial Officer EX-99.3 5 0005.txt ANNUAL INDEPENDENT ACCOUNTANTS REPORTS Exhibit 99.3 Independent Auditor's Report The Board of Directors The CIT Group, Inc.: We have examined management's assertion about The CIT Group/Sales Financing, Inc. and The CIT Group/Consumer Finance Inc.'s (the Companies), both wholly-owned subsidiaries of The CIT Group, Inc., compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2000 included in the accompanying management assertion. Management is responsible for the Companies' compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Companies' compliance based on our examination. Our examination was made in accordance with the standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Companies' compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companies' compliance with the minimum servicing standards. In our opinion, management's assertion that the Companies have complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 2000 is fairly stated, in all material aspects. /s/ KPMG LLP - ----------------------- KPMG LLP March 1, 2001 EX-99.4 6 0006.txt ANNUAL ISSUER'S CERTIFICATE OF COMPLIANCE Exhibit 99.4 CHASE MANHATTAN MARINE OWNER TRUST 1997-A ANNUAL ISSUER'S CERTIFICATE COMPLIANCE WITH INDENTURE The undersigned certifies that he is an Authorized Officer of Wilmington Trust Company, not in its individual capacity, but soley as Owner Trustee for Chase Manhattan Marine Owner Trust 1997-A and that he is duly authorized to execute and deliver this certificate on behalf of the Issuer in connection with Section 3.9 of the Indenture between the Issuer and Wells Fargo Bank Minnesota, National Association, as Indenture Trustee, dated as of October 1, 1997 (the "Indenture") and the Sale and Servicing Agreement, dated as of October 1, 1997 (the "Agreement"), among CITSF, as Servicer, Chase Manhattan Bank USA, National Association and Chase Manhattan Bank, as Sellers, and Wilmington Trust Company, as Owner Trustee. All capitalized terms used herein without definition shall have the respective meanings specified in the Indenture and the Agreement. The undersigned further certifies that a review of the activities of the Issuer for the preceding calendar year has been made under his supervision and, to the best of his knowledge, the Issuer has fulfilled its obligations under the Indenture for the preceding calendar year. IN WITNESS WHEREOF, I have affixed hereto my signature as of this 26 day of March, 2001. CHASE MANHATTAN MARINE OWNER TRUST 1997-A BY: WILMINGTON TRUST COMPANY, not in its individual capacity, but soley as Owner Trustee /s/ Denise M. Geran --------------------------------- Name: Denise M. Geran Title: Financial Services Officer The CIT Group/Sales Financing, Inc., as Servicer, hereby requests that Wilmington Trust Company execute the above Issuer's Certificate and deliver it to Wells Fargo Bank, Minnesota National Association, as Indenture Trustee. THE CIT GROUP/SALES FINANCING, INC., as Servicer /s/ Frank Garcia --------------------------------- Name: Frank Garcia Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----