Item 1. Business
Omitted.
Item 2.
Item 2. Properties
The aggregate Investor Default Amount reported on Form 8-K in 1997 was $431,469,489. There were no Investor Charge-offs for the same period. As of December 31, 1997, Accounts in the Master Trust, having an aggregate balance of $462,903,495, or 6.16% of all Receivables, were delinquent 1-29 days; Accounts having an aggregate balance of $125,497,719 or 1.67% of all Receivables, were delinquent 30-59 days; Accounts having an aggregate balance of $82,475,871 or 1.10% of all Receivables, were delinquent 60-89 days; Accounts having an aggregate balance of $156,824,433 or 2.09% of all Receivables, were delinquent 90 days or more.
Item 3.
Item 3. Legal Proceedings
The registrant knows of no material pending proceedings with respect to the Trust, the Trustee, The Chase Manhattan Bank or Chase Manhattan Bank USA, N.A.
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 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, 1997, 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
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.
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, 1997, 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 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 14 participants in the DTC system that held positions in Certificates representing interests in the Trust equal to more than 5% of the total principal amount of one or more classes 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.
Item 13. Certain Relationships and Related Transactions
None.
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
28.1 Annual Servicer's Certificate pursuant to Section 3.05 of the Agreement.
28.2 Annual Independent Accountants' Servicing Reports pursuant to Section 3.06 of the Agreement.
28.3 Consent of Independent Accountants.
(b) Reports on Form 8-K
The following Current Reports on Form 8-K were filed by the registrant during the fourth quarter of 1997:
(1) Current Report on Form 8-K, dated October 20, 1997 reporting Items 5 and 7(c), providing the Monthly Certificateholders' Statement with respect to the October 15, 1997 distribution.
(2) Current Report on Form 8-K, dated November 26, 1997, reporting Items 5 and 7(c), providing the Monthly Certificateholders' Statement with respect to the November 17, 1997 distribution.
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.
Chase Manhattan Credit Card Master Trust
by Chase Manhattan Bank USA, National Association
by: /s/ Patricia Garvey Name: Patricia Garvey Title: Vice President
Date: March 24, 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 MANHATTAN BANK USA, N.A. ______________________________
Chase Manhattan Credit Card Master Trust ________________________________________________________
The undersigned, a duly authorized representative of Chase Manhattan Bank USA, National Association ("Chase"), as Servicer pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of June 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, 1997, was conducted under my supervision.
5. 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 six 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 each period: None.
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 24th day of March, 1998.
_/s/ Keith Schuck____________________ Name: Keith Schuck Title: Vice President/Controller
Exhibit 28.2
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 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 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 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
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. 33-91504, 333-5205) and on Form S-1 (Nos. 33-89058) of Chase Manhattan Bank USA, National Association of our report dated March 27, 1998 appearing as Exhibit 28.2 of this Form 10-K.
/s/PRICE WATERHOUSE LLP
New York, New York March 31, 1998