Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
Information regarding the Trust is included in the monthly report to Certificateholders for the month of December 1996 filed on Form 8-K on January 24, 1997.
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 "Indenture Trustee"), Wilmington Trust Company (the "Owner Trustee") or Chase Manhattan Bank USA, National Association (the "Servicer").
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, the numbers of Certificateholders of record holding more than 5% of each of the Series of Asset Backed Certificates are as follows:
Series class number of 5% holders ------ ----- --------------------
1991-1 0 1991-2 0 1992-1 4
1995-1: A 5 B 1
1995-2: A 5 B 3
1996-1: A 6 B 2
1996-2: A 2 B 1
1996-3: A 6 B 1
1996-4: A 6 B 2
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 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.
(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 28, 1997
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
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 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 ------------
THE CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
_____________________________________________________
Chase Manhattan Credit Card Master Trust
_____________________________________________________
The undersigned, a duly authorized representative of The Chase Manhattan Bank USA, National Association ("Chase"), as Servicer pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of July 1, 1996 (the "Pooling and Servicing Agreement") by and between Chase and Yasuda Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), does hereby certify that:
1. Chase is 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 3.05 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during the calendar year ended December 31, 1996 was conducted under my supervision.
5. Based on such review, the Servicer has, to the best of my knowledge, fully performed all its obligations under the Pooling and Servicing Agreement throughout such calendar year 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 me to have been made during the calendar year ended December 31, 1996 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 25th day of March, 1997.
/s/Keith Schuck Name: Keith Schuck Title: Controller
Exhibit 99.2 ------------
Letterhead of Price Waterhouse LLP 1177 Avenue of the Americas New York, New York 10036
Telephone: 212-596-7000 Facsimile: 212-596-8910
Report of Independent Accountants
March 25, 1997
To the Board of Directors of 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 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 the internal control structure over servicing of securitized credit card 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 credit card 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 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.
Signed: Price Waterhouse LLP