SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
THE CHASE MANHATTAN BANKCommission file number 33-94460
Chase Manhattan Grantor Trust 1996-A
(issuer)
The Chase Manhattan Bank (formerly known as
"TheThe Chase Manhattan Bank, National Association")
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(Originator of the Trust referred to herein)Association)
(depositor)
(Exact name of registrant as
specified in its charter)
CHASE MANHATTAN GRANTOR TRUST 1996-A
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(Issuer with respect to Certificates)
for the fiscal year 33-94460
year ended December 31, 1996 Commission File Number
New YorkNY. 13-2633612
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(State or otherOther Jurisdiction of (IRS Employer
jurisdiction ofIncorporation or Organization) Identification
No.)
incorporation)Number)
270 Park Avenue New York, New York 10017
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(Address of principal executive offices) (Zip code)
(212) 270-6000
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(Registrant'sCode)
Registrant's telephone number, including area code)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 and noor class of votingcommon
stock outstanding as of the date of this report.
Registrant has not been involved in bankruptcy proceedings during the preceding
five years.Exhibit Index is on page 6.
Introductory Note
Chase Manhattan Grantor Trust 1996-A (the "Trust") was formed
pursuant to a Pooling and Servicing Agreement (the "Agreement")
between The Chase Manhattan Bank (formerly known as The Chase Manhattan Bank, National
Association)(the "Bank"), as Servicer, Chase Manhattan Bank USA, National Association, the
successor to CMB 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 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 Chief Counsel on behalf of the originators of comparable
trusts. Accordingly, responses to certain itemsItems have been
omitted from or modified in this Annual Report.
PARTReport on Form 10-K.
Part I
Item 1. Business.Business
Omitted.
Item 2. Properties.Properties
The aggregate amount of charge-offs with respect to the
assets of the Trust consistfor the year ended December 31, 1997
was $4,327,465.30. As of among other things, a segregated poolDecember 31, 1997, the aggregate
principal balance of simple interest retail installment sales contracts and purchase money loans
(the "Receivables") secured by new and used automobiles and light-duty trucks.
Information regardingReceivables in the Trust is includedwas
$547,857,784, and the aggregate principal balances of
delinquent Receivables in the monthly report to
Certificateholders for the month of December 1996 filed on Form 8-K on
December 23, 1996.Trust were as follows:
delinquency principal
balance
30-59 days $8,948,385.64
60-89 days $2,544,285.07
90-120 days $1,014,441.91
120+ days $1,345,119.60
Item 3. Legal Proceedings.Proceedings
The registrant knows of no material pending legal proceedings
with respect to the Trust, involving the Trust, Norwest Bank Minnesota,
National Association (the "Trustee"), The Chase Manhattan Bank (formerly "The
Chase Manhattan Bank, National Association")(the "Servicer")Trustee or the Registrant.Bank.
Item 4. Submission of Matters to a Vote of Security Holders.Holders
No matter was submitted to a vote of Certificateholderssecurity holders
during the fiscal year covered by this report.
PARTPart II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.Stockholders Matters
The registrant has no voting stock or class of common
stock outstanding as of the date of this report. The
benficial interest in the Trust is represented by
certificates of beneficial interest (the "Certificates").
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 Certificateholderwere two Certificateholders of record.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 7A. Quantitative and Qualitative Disclosures
About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data.Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.Disclosure
None.
PARTPart III
Item 10. Directors and Executive Officers of the Registrant.Registrant
Omitted.
Item 11. Executive Compensation.
Omitted.Compensation
Omitted
Item 12. Security Ownership of Certain Beneficial Owners and
Management.Management
As of December 31, 1996,1997, except for a Certificate
registered in the name of the registrant, all of the
Certificates 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
records of DTC indicate that at December 31, 1997, there
were six beneficial owners holding6 participants in the DTC system that held positions
in Certificates representing interests in the Trust equal
to more than 5% of the Series 1996-Atotal principal amount of
Certificates outstanding on that date.
The registrant understands that DTC has no knowledge of
the actual beneficial owners of the Certificates held of
record 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.
PARTTransactions
None.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of
Form 8-K.8-K
(a) Exhibits. The following documents are filed as
part of this Annual Report on Form 10-K:10-K.
Exhibit Number Description
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99.123.1 Consent of Independant Accounts
28.1 Annual Management Report on Internal Controls
28.2 Annual Servicer's Certificate
forpursuant to Section 4.10 of the
year
ended December 31, 1996.
99.2Agreement
28.3 Annual StatementAccountant's Report
pursuant to Section 4.11 of Compliance for the
year
ended December 31, 1996.
99.3 Annual Independent Public Accountant's
Servicing Statement forAgreement
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K in the
year
ended December 31, 1996.
(b), (c), (d) Omitted.
SIGNATURESfourth quarter of 1997:
date items reported financial statements
October 20, 1997 5, 7 monthly report to
certificateholders
dated 10/15/97
November 26, 1997 5, 7 monthly report to
certificateholders
dated 11/17/97
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
Date: March 31, 1997
THE CHASE MANHATTAN BANK
as Servicer
By: /s/ Jerry DeRojas
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Name: Jerry DeRojas
Title: Senior 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 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
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Exhibit Number Description
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99.1 Annual Servicer's Certificate for the
year end December 31, 1996.
99.2 Annual Statement of Compliance for
the year ended December 31, 1996.
99.3 Annual Independent Public
Accountant's Servicing Statement
for the year ended December 31, 1996.
Exhibit 99.1
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ANNUAL SERVICER'S CERTIFICATE
THE CHASE MANHATTAN BANK
____________________________________________________________authorized.
Chase Manhattan Grantor Trust 1996-A
___________________________________________________________by The undersigned, a duly authorized representativeChase Manhattan Bank
By: /s/ Jeffrey Hammer
Name: Jeffrey Hammer
Title: Vice President
Date: March 31, 1998
INDEX TO EXHIBITS
Exhibit Number Description
23.1 Consent of Independant Accounts
28.1 Annual Management Report on Internal Controls
28.2 Annual Servicer's Certificate
pursuant to Section 4.10 of the
Agreement
28.3 Annual Accountant's Report
pursuant to Section 4.11 of the
Agreement
Exhibit 23.1
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. 333-7575) and on Form S-1 (Nos. 33-94460, 33-99546,
33-98308) of The Chase Manhattan Bank ("Chase"), as Servicer pursuant to the Pooling and Servicing
Agreement dated as of February 1, 1996 (the "Pooling and Servicing
Agreement") by and between Chase and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"), does hereby certify that:
1. A review of the activities of the Servicer during the
period from February 1, 1996 until December 31, 1996 was conducted under
my supervision.
2. Based on such review, the Servicer has, to the best of my
knowledge, fully performed in all material respects all its obligations
under the Pooling and Servicing Agreement throughout such period and no
material default in the performance of such obligations has occurred or
is continuing except as set forth in paragraph 3 below.
3. None
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 27th day of March 1997.
By: /s/Jerry DeRojas
Name: Jerry DeRojas
Title: Senior Vice President
Exhibit 99.2
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Letterhead of The Chase Manhattan Bank
Chase Automotive Finance Jerry Rojas
Chase Manhattan Automotive Finance Corporation Senior Vice President
900 Stewart Avenue
Garden City, NY 11530USA, National Association of our report dated March 27, 199725, 1998
appearing as Exhibit 28.2 of this Form 10-K.
PRICE WATERHOUSE LLP
New York, New York
March 31, 1998
Exhibit 28.1
March 25, 1998
Management Report on Internal Control Over Servicing of
Securitized Automobile Financing Receivables
Management of The Chase Manhattan Bank is responsible for
establishing and maintaining an effective system of internal
control over servicing of securitized automobile financing
receivables, which is designed to provide reasonable assurance
regarding the proper servicing of securitized automobile
financing 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 automobile
financing receivables. Further, because of changes in
conditions, the effectiveness of an internal control system may
vary over time.
Management of The Chase Manhattan Bank assessed its system of
internal control over servicing of securitized automobile
financing receivables as of December 31, 19961997 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,
1996, The1997, the Chase Manhattan Bank maintained an effective system of
internal control over servicing of securitized automobile
financing receivables.
/s/Jerry DeRojas
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Name: Jerry DeRojas
Title:
Senior Vice President
The Chase Manhattan Bank
Exhibit 99.3
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Letterhead28.2
ANNUAL SERVICER'S CERTIFICATE
THE CHASE MANHATTAN BANK
Chase Manhattan Grantor Trust 1996-A
The undersigned, a duly authorized representative of Price Waterhouse LLP 1177 AvenueThe
Chase Manhattan Bank ("Chase"), as Servicer pursuant to the
Pooling and Servicing Agreement dated as of February 1, 1996 (the
"Pooling and Servicing Agreement") by and between Chase and
Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"), does hereby certify that:
A review of the Americas
New York, NY 10036
Telephone 212-596-7000
Facsimile 212-596-8910activities of the Servicer during the period
from January 1, 1997 until December 31, 1997 was conducted under
my supervision.
Based on such review, the Servicer has, to the best of my
knowledge, fully performed in all material respects all its
obligations, and Chase Manhattan Bank USA, N.A. as assignee of
the Servicer's repurchase obligations, has fully performed such
obligations, under the Pooling and Servicing Agreement throughout
such period and no material default in the performance of such
obligations has occurred or is continuing except as set forth in
paragraph 3 below.
None.
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 31st day of March 1998.
/s/ Jerry DeRojas
Jerry DeRojas
Senior Vice President
Exhibit 28.3
Report of Independent Accountants
March 27, 199725, 1998
To the Board of Directors of
The Chase Manhattan Bank
We have examined management's assertion that, as of December 31,
1996,1997, The Chase Manhattan Bank's automotive financing divisionBank maintained an effective system of
internal control over servicing of securitized automobile
financing receivables, included in the accompanying Management
Report on Internal Control Over Servicing of Securitized
Automobile Financing 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 the internal
control structure over servicing of securitized automobile financing
receivables, testing and evaluating the design and operating
effectiveness of the internal control, structure, 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 any internal control, structure, errors
or irregularities may occur and not be detected. Also,
projections of any evaluation of the system of internal control over
servicing of securitized
automobile financing receivablesfinancial reporting to future periods are subject to the risk
that the internal control structure 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,
1996,1997, The Chase Manhattan Bank's automotive financing divisionBank maintained an effective system of
internal control over servicing of securitized automobile
financing 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.
To the Board of Directors of
The Chase Manhattan Bank
March 27, 1997
Page 2
This report is intended solely for the information and use of the Board of
Directors and management of The Chase Manhattan Bank and Norwest Bank of
Minnesota, National Association as Trustee and Cash Collateral Trustee for
the Chase Manhattan Grantor Trust 1995-A, the Chase Manhattan Grantor Trust
1995-B, and the Chase Manhattan Grantor Trust 1996-A, The Sanwa Bank,
Limited,PRICE WATERHOUSE LLP
New York, Branch as Cash Collateral Depositor for the Chase Manhattan
Grantor Trust 1995-A, the Chase Manhattan Grantor Trust 1995-B, and the Chase
Manhattan Grantor Trust 1996-A, and should not be used for any other purpose,
except that copies may be distributed by the Trustee to Certificateholders,
Standard & Poor's Corporation, Moody's Investor Service, Inc. and Fitch
Investors Service, L.P.
Signed: Price Waterhouse LLPNew York
March 31, 1998