Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
The assets of the Trust consist of, among other things, a segregated pool of simple interest retail installment sales contracts and purchase money loans (the "Receivables") secured by new and used automobiles and light-duty trucks. Information regarding the Trust is included in the monthly report to Certificateholders for the month of December 1996 filed on Form 8-K on December 23, 1996.
Item 3.
Item 3. Legal 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"), Chase Manhattan Bank USA, N.A. (the "Servicer") or the Registrant.
Item 4.
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.
Item 5. Market for Registrant's Common Equity and Related Stockholder 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, there was one Certificateholder of record.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of December 31, 1996, there were seven beneficial owners holding more than 5% of the Series 1996-B Certificates.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Omitted.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
Exhibit Number Description - -------------- -----------
99.1 Annual Servicer's Certificate for the year ended 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.
(b), (c), (d) Omitted.
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
Date: March 31, 1997
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION As Servicer
By: /s/ Keith Schuck ---------------- Name: Keith 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 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 -------------- -----------
99.1 Annual Servicer's Certificate for the year ended December 31, 1996.
99.2 Annual Statement of Compliance for the year ended December 31, 1996.
99.2 Annual Independent Public Accountant's Servicing Statement for the year ended December 31, 1996.
Exhibit 99.1 ------------
ANNUAL SERVICER'S CERTIFICATE
CHASE MANHATTAN BANK USA, N.A.
____________________________________________________________
Chase Manhattan Grantor Trust 1996-B ___________________________________________________________
The undersigned, a duly authorized representative of Chase Manhattan Bank USA, N.A. ("Chase USA"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of September 1, 1996 (the "Pooling and Servicing Agreement") by and between Chase USA 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 September 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.
/s/ Keith Schuck ------------ Keith Shuck Vice President
Exhibit 99.2 ------------
Letterhead of The Chase Manhattan Bank
Chase Manhattan Bank USA, N.A. Wilmington, DE
March 27, 1997
Management Report on Internal Control Over Servicing of Securitized Automobile Financing Receivables
Management of Chase Manhattan Bank USA, N.A. 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 Chase Manhattan Bank USA, N.A. assessed its system of internal control over servicing of securitized automobile financing receivables as of December 31, 1996 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, Chase Manhattan Bank USA, N.A. maintained an effective system of internal control over servicing of securitized automobile financing receivables.
/s/Keith Schuck Keith Schuck Vice President Chase Manhattan Bank USA, N.A.
Exhibit 99.3 ------------
Letterhead of Price Waterhouse LLP 1177 Avenue of the Americas New York, NY 10036 Telephone 212-596-7000 Facsimile 212-596-8910
Report of Independent Accountants
March 27, 1997
To the Board of Directors of The Chase Manhattan Bank USA, N.A.
We have examined management's assertion that, as of December 31, 1996, The Chase Manhattan Bank USA, N.A. 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 receivables 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, The Chase Manhattan Bank USA, N.A. 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.
This report is intended solely for the information and use of the Board of Directors and management of The Chase Manhattan Bank USA, N.A. and Norwest Bank of Minnesota, National Association as Trustee and Collateral Agent for the Chase Manhattan Grantor Trust 1996-B, 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 LLP