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 SectionPURSUANT TO SECTION 13 orOR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 1997
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of the Securities Exchange Act ofOF
THE SECURITIES EXCHANGE ACT OF 1934
CHASE CREDIT CARD MASTER TRUST
(formerlyCommission file number 33-94190
Chase Credit Card Master Trust
(formally known as "Chemical Master Credit Card Trust I")
(Series 1995-1, 1995-2, 1995-3, 1995-4, 1996-1, 1996-2, and 1996-3)
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(Issuer of Securities)
THE CHASE MANHATTAN BANK (formerly known as 'Chemical Bank')
(Sponsor of the Trust)1996-3,
1996-4,
1997-1, 1997-2, 1997-3, 1997-4, 1997-5)
(issuer)
The Chase Manhattan Bank USA, National Association
(depositor)
(Exact name of registrant as
specified in its charter)
New York 33-94190 13-4994650
--------------- ------------- ---------------
(State or other (CommissionOther Jurisdiction of (IRS Employer
jurisdiction of FileIncorporation or Organization) Identification
Number) Identification No.)
270 Park Avenue, New York, New York 10017
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(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: None.NONE
Securities registered pursuant to Section 12(g) of the Act: NoneNONE
Indicate by a 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:days:
Yes X No: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 stock held by non-
affiliates of the registrant:
The Issuer hadregistrant has no voting stock or class of common stock
outstanding as of the date of this report.
On March 22, 1991, the registrant was issued a no-action letter
(the "No-Action Letter") by the Commission with respect to
certain of the registrant's reporting requirements pursuant to
Section 13 or 15(d) of the Act.
Registrant has not been involved
This Annual Report on Form 10-K is filed in bankruptcy proceedings duringaccordance with a
letter dated March 22, 1991 issued by the preceding
five years.
Office of Chief
Counsel, Division of Corporation Finance of the Securities and
Exchange Commission (the "Division") stating that the Division
will raise no objection if the Chase Credit Card Master Trust
(the "Trust"), which is maintained pursuant to athe Pooling and
Servicing Agreement (the "Agreement") between The Chase Manhattan
Bank (formerly(formally known as Chemical Bank), as Servicer, Chase Manhattan Bank USA,
National Association, the successor to Chemical Bank, as Seller,seller and servicer,
and an unrelated trustee (the "Trustee"). The Asset Backed Certificates of the Trust
represent the beneficial ownership interest in the Trust. The Trust, files reports pursuant
to Sections 13, 15(d), and 15(d)16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in the manner described in
"no-action" letters dated January 16, 1991 and March 14, 1991, submitted to
the Office of Chief Counsel on behalf of the originators of comparable
trusts.the
Trust. Accordingly, responses to certain itemsItems have been omitted
from or modified in this Annual Report.
PARTReport on Form 10-K. The Chase
Credit Card Master Trust is the Issuer of Asset Backed
Certificates, Series 1995-1, 1995-2, 1995-3, 1995-4, 1996-1, 1996-2,
1996-3, 1996-4, 1997-1, 1997-2, 1997-3, 1997-4 and 1997-5.
Part I
Item 1. Business.Business
Omitted.
Item 2. Properties.Properties
The assets of the Trust consist of, among other things, a segregated pool
of receivables arising under credit card accounts. Information regarding the
mortgaged properties is included in the monthly report to Certificateholders
for the month of December 1996 filedaggregate Investor Default Amount reported on
Form 8-K on January 7, 1997. The
Issuer will filein 1997 was $571,001,404.31. There were no
Investor Charge-offs for the reportsame period. As of
its independent public accountants with respect
toDecember 31, 1997, Accounts in the servicingMaster Trust, having
an aggregate balance of the Certificates on Form 8-K when received.$834,046,398.20, or 5.87% of
all Receivables, were delinquent 1-29 days; Accounts
having an aggregate balance of $237,932,972.18 or 1.67%
of all Receivables, were delinquent 30-59 days;
Accounts having an aggregate balance of $166,100,394.82
or 1.17% of all Receivables, were delinquent 60-89
days; Accounts having an aggregate balance of
$328,266,296.51 or 2.31% of all Receivables, were
delinquent 90 days or more.
Item 3. Legal Proceedings.Proceedings
The registrant knows of no material pending
legal proceedings with respect to the Trust, involving the Trust, The Bank of New York,
(the "Trustee"),Trustee, The
Chase Manhattan Bank (the "Servicer") or the Registrant.Chase Manhattan Bank USA, N.A.
Item 4. Submission of Matters to a Vote of Security Holders.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
Stockholder Matters.Stockholders
Matters
To the knowledge of the registrant, the
Certificates are traded in the over-the-counter market
to a limited extent.
The records of the Trust indicate that as of
December 31, 1996,1997, there was one Certificateholder of
record.
Item 6. Selected Financial Data.Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Omitted.Operations
The Chase Manhattan Corporation (the "Corporation") has
been actively working on the year 2000 computer problem
for the past several years and has made significant
progress in repairing its systems. The Corporation's
year 2000 remediation program includes repair of the
systems of the Servicer for the Trust. To date, the
Corporation has completed the inventory, assessment and
strategy phases of its year 2000 program. During these
phases, the Corporation identified hardware and
software that required modification, developed
implementation plans, prioritized tasks and established
implementation time frames. The process undertaken by
the Corporation has required working with vendors,
third-party service providers and customers, as well as
with the Corporation's internal users of systems
applications. Although many applications, interfaces
and locations are already able to handle post-year 2000
data processing, much work remains to be completed.
During 1998, year 2000 activities are being given
highest priority, and the Corporation is targeting to
have all major systems repaired, including those
systems that are used by the Corporation in connection
with the Trust, and the majority of testing of such
systems, including those used in connection with the
Trust, completed by year end. Notwithstanding the
substantial expense involved in such efforts by the
Corporation, it is not expected that the Trust will be
required to bear any expense in connection with the
Corporation's year 2000 remediation program.
Item 8. Financial Statements and Supplementary Data.Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on
Accounting
and Financial Disclosure.Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.Registrant
Omitted.
Item 11. Executive Compensation.Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.Management
As of December 31, 1996,1997, the following numbersCertificates were
registered in the name of beneficial ownersCEDE and Co. The registrant
understands that CEDE and Co. is the nominee for The
Depository Trust Company ("DTC"). 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"
for the purposes of this Item 12. The records of DTC
indicate that at December 31, 1997, there were 25
participants in the DTC system that held positions in
Certificates representing interests in the Trust equal
to more than 5% of each classthe total principal amount of eachone or
more classes of Certificates outstanding on that date.
The registrant understands that DTC has no knowledge of
the Seriesactual beneficial owners of the Certificates . Series class numberheld
of 5% holders
------ ----- --------------------
1995-1: A 4
B 1
1995-2: A 6
B 1
1995-3: A 4
B 2
1995-4: A 7
B 2
1996-1: A 6
B 5
1996-2: A 4
B 1
1996-3: A 6
B 1record by CEDE & Co., and that DTC knows only the
identity of the participants to whose accounts such
Certificates are credited, who may or may not be the
beneficial owners of the Certificates.
Item 13. Certain Relationships and Related Transactions.
Omitted.Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of
Form 8-K.8-K
(a) The following documents are filed as part of this
Annual Report on Form 10-K: NONE.10-K.
Exhibit Number Description
28.1 Annual Servicer's Certificate pursuant to Section
3.05 of the Agreement.
28.2 Annual Independent Accountants'Reports pursuant to
Section 3.06 of the Agreement.
28.3 Consent of Independent Accountants.
(b), (c), (d) Omitted.
Reports on Form 8-K
The following Current Reports on Form 8-K were filed by the
registrant during 1997:
(1) Current Report on Form 8-K, dated
November 26, 1997 reporting Items 5 and 7,
providing the Monthly Certificateholders'
Statement with respect to the November 17, 1997
distribution with respect to Series 1995-1, 1995-
2, 1995-3, 1995-4, 1996-1, 1996-2 and 1996-3.
(2) Current Report on Form 8-K, dated
November 26, 1997, reporting Items 5 and 7,
providing the Monthly Certificateholders'
Statement with respect to the November 17, 1997
distribution with respect to Series 1996-4, 1997-1
and 1997-2.
(3) Current Report on Form 8-K, dated
December 23, 1997 reporting Items 5 and 7,
providing the Monthly Certificateholders'
Statement with respect to the December 15, 1997
distribution with respect to Series 1995-1, 1995-
2, 1995-3, 1995-4, 1996-1, 1996-2 and 1996-3.
(4) Current Report on Form 8-K, dated
December 23, 1997, reporting Items 5 and 7,
providing the Monthly Certificateholders'
Statement with respect to the December 15, 1997
distribution with respect to Series 1996-4, 1997-1
and 1997-3.
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 authorizedauthorized.
Chase Credit Card Master Trust
by The Chase Manhattan Bank
by: /s/ Patrick Margey
Name: Patrick Margey
Title: Vice President
by Chase Manhattan Bank USA,
National Association
by: /s/ Patricia Garvey
Name: Patricia Garvey
Title: Vice President
Date: March 25, 1998
INDEX TO EXHIBITS
Exhibit Number Description Page
28.1 Annual Servicer's Certificate
pursuant to Section 3.05 of the
Agreement
28.2 Annual Accountant's Report
pursuant to Section 3.06 of the
Agreement
28.3 Consent of Independent
Accountants
Exhibit 28.1
ANNUAL SERVICER'S CERTIFICATE
___________________________________________________
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
____________________________________________________
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (formerly known as Chemical Bank), a banking
corporation organized and existing under the laws of the State of
New York ("Chase"), as Servicer pursuant to the Second Amended
and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 (the "Pooling and Servicing Agreement") by and
among Chase, Chase Manhattan Bank, USA, National Association and
The Bank of New York, as trustee (the "Trustee") does hereby
certify that:
1. Chase is the Servicer under the Pooling and
Servicing Agreement.
2. The undersigned is duly authorized pursuant to the
Pooling and Servicing Agreement to execute and deliver this
Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section
3.5 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during
the period from the closing date under December 31, 1997 was
conducted under the supervision of the undersigned.
5. Based on such review, the Servicer has, to the
best of the knowledge of the undersigned, fully performed
all its obligations under the Pooling and Servicing
Agreement throughout such period and no default in the
performance of such obligations has occurred or is
continuing except as set forth in paragraph 6 below.
6. The following is a description of each default in
the performance of the Servicer's obligations under the
provisions of the Pooling and Servicing Agreement, including
any Supplement, 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 Servicer,
if any, to remedy each such default and (iii) the current
status of each such default:
NONE
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 24th day of March, 1998.
THE CHASE MANHATTAN BANK,
as Servicer,
By:By CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ John R. Byers
-----------------Keith Schuck
Name: John R. ByersKeith Schuck
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
Exhibit 28.2
Report of proxy or other proxy soliciting
material has been sent to Certificateholders duringIndependent Accountants
March 27, 1998
To the period covered by this
AnnualBoard of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31,
1997, the Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized credit
card receivables, included in the accompanying Management Report
on Form 10-KInternal Control over Servicing of Securitized Credit Card
Receivables.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly included obtaining an understanding of internal
control over servicing of securitized credit card receivables,
testing and evaluating the registrant doesdesign and operating effectiveness of
internal control, and such other procedures as we considered
necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.
Because of inherent limitations in internal control, errors or
irregularities may occur and not intendbe detected. Also, projections
of any evaluation of the system of internal control over
servicing of securitized credit card receivables to furnish such
materials to Certificateholders subsequentfuture
periods are subject to the filingrisk that internal control may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, management's assertion that, as of December 31,
1997, the Chase Manhattan Bank USA, N.A. maintained an effective
system of internal control over servicing of securitized credit
card receivables, is fairly stated, in all material respects,
based upon the criteria for effective internal control described
in "Internal Control - Integrated Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
/s/Price Waterhouse LLP
Exhibit 28.3
Report of Independent Accountants
March 27, 1998
To the Board of Directors of
Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31,
1997, the Chase Manhattan Bank maintained an effective system of
internal control over servicing of securitized credit card
receivables, included in the accompanying Management Report on
Internal Control over Servicing of Securitized Credit Card
Receivables.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly included obtaining an understanding of internal
control over servicing of securitized credit card receivables,
testing and evaluating the design and operating effectiveness of
internal control, and such other procedures as we considered
necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.
Because of inherent limitations in internal control, errors or
irregularities may occur and not be detected. Also, projections
of any evaluation of the system of internal control over
servicing of securitized credit card receivables to future
periods are subject to the risk that internal control may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, management's assertion that, as of December 31,
1997, the Chase Manhattan Bank maintained an effective system of
internal control over servicing of securitized credit card
receivables, is fairly stated, in all material respects, based
upon the criteria for effective internal control described in
"Internal Control - Integrated Framework" issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
/s/Price Waterhouse LLP
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 33-94190 and 333-4607) of The Chase Manhattan Bank
and Chase Manhattan Bank USA, National Association of our report
dated March 27, 1998 appearing as Exhibit 28.2 of this report.Form 10-K.
/s/PRICE WATERHOUSE LLP
New York, New York
March 31, 1998