Item 1. Business
Omitted.
Item 2.
Item 2. Properties
The Trust is the holder of certain auto loans transferred to it by the Bank's predecessor.
The aggregate amount of charge-offs with respect to the assets of the Trust for the year ended December 31, 1998 was $1,704,016.15. As of December 31, 1998, the aggregate principal balance of Receivables in the Trust was $127,902,392.00, and the aggregate principal balances of delinquent Receivables in the Trust were as follows:
Delinquency Principal Balance ----------- -----------------
30-59 days $394,465.77 60-89 days $135,957.16 90-119 days $ 70,578.34 120+ days $100,217.37
Item 3.
Item 3. Legal Proceedings
The registrant knows of no material pending proceedings with respect to the Trust, the Trustee or the Bank.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fiscal year covered by this report.
Part II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters
The registrant has no voting stock or class of common stock outstanding as of the date of this report. The beneficial 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.
As of December 31, 1998, 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 provided to the Trust by DTC indicate that as of December 31, 1998, the number of Certificateholders of Record for each class of Certificates was as follows:
Series # of Holders ------ ------------ 1995-A 53
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 6.
Item 6. Selected Financial Data
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Year 2000 efforts for Chase Auto Finance are being coordinated, managed and monitored as part of the Year 2000 efforts of The Chase Manhattan Corporation (the "Corporation") by the Corporation's Year 2000 Enterprise Program Office (the "Program Office"). The Program Office reports directly to the Executive Committee of the Corporation and is responsible for the Corporation's Year 2000 efforts, both technical and business-related, on a global basis. In addition, a Year 2000 Core Team (the "Core Team"), consisting of senior managers from internal audit, technology risk and control, financial management and control, the technology infrastructure division, legal and the Program Office, provides independent oversight of the process. The Core Team, which also reports directly to the Corporation's Executive Committee, is charged with identifying key risks and ensuring necessary management attention for timely resolution of project issues.
The Corporation's Year 2000 Program continues to progress. As of January 1, 1999, the Corporation established a Year 2000 Business Risk Council, comprised of approximately 20 senior business leaders -- line managers, risk managers, and representatives of key staff functions -- to identify potential Year 2000 business risks, coordinate planning and readiness efforts, refine contingency plans for Year 2000, and establish a Year 2000 command center structure and rapid response teams.
The Corporation's Year 2000 Program is tracked against well- defined milestones. The Corporation completed its inventory and assessment phases on schedule on September 30, 1997, identifying affected hardware and software, prioritizing tasks and establishing implementation plans. As of December 31, 1998, substantially all of the applications related to the operations of Chase Auto Finance had been remediated. In 1999, attention will continue to be focused on completing the remediation of all business software applications, as well as ensuring that those software application systems that have been remediated, tested and certified are, and remain, Year 2000 ready.
Since early 1999, the Corporation has increased its tracking and risk management of third party service providers. In addition, a major focus of 1999 has been continued customer and "street" (i.e., industry-wide) testing. Testing initiatives commenced during the third quarter of 1998 and the Corporation expects to continue to participate in customer and street tests as they continue to be scheduled during the remainder of 1999.
At December 31, 1998, the Corporation's estimate for Year 2000 remediation costs for 1997 - 1999 was approximately $363 million. None of these costs will be borne by the Trust.
In its normal course of business, the Corporation manages many types of risk. The Corporation recognizes that the risks presented by Year 2000 are unique given the pervasive nature of the problem and the higher likelihood that Year 2000 risk may present itself in multiple, simultaneous impacts. Because of this, the Corporation has adjusted and will continue to adjust its risk management processes and contingency plans to take the most probable anticipated effects into account. In this regard, the Corporation has begun its event planning for the Year 2000 with the goal of preventing or mitigating potential disruptions. The Corporation's Year 2000 events planning includes creation of command centers; performance of dress rehearsals and simulation modeling for various possible business and operation risks; establishment of special rapid response technology teams; scheduling of availability of key personnel; additional training and testing activities; and the establishment of rapid decision processes.
The Corporation's expectations for completion of its Year 2000 remediation and testing efforts, the anticipated costs to complete the project and the anticipated business, operational and financial risks to the Corporation, Chase Auto Finance and the Trust are subject to a number of uncertainties. In particular, a large number of failures by account obligors, banks and other financial institutions or other participants in the national payments system could adversely affect the timing and amount of collections on the Receivables.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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
The records of DTC indicate that at December 31, 1998, there were 6 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 Certificates outstanding on that date.
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) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K.
Exhibit Number Description
23.1 Consent of Independent Accountants
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 Independent Accountant's Servicing Reports pursuant to Section 4.11 of the Agreement
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K in 1998:
Date Items Reported Financial statements - ---- -------------- --------------------
January 30, 1998 5, 7 monthly report to certificateholders dated 1/15/98
March 2, 1998 5, 7 monthly report to certificateholders dated 2/16/98
March 23, 1998 5, 7 monthly report to certificateholders dated 3/16/98
April 27, 1998 5, 7 monthly report to certificateholders dated 4/15/98
May 22, 1998 5, 7 monthly report to certificateholders dated 5/15/98
June 23, 1998 5, 7 monthly report to certificateholders dated 6/15/98
July 28, 1998 5, 7 monthly report to certificateholders dated 7/15/98
August 25, 1998 5, 7 monthly report to certificateholders dated 8/17/98
September 25, 1998 5, 7 monthly report to certificateholders dated 9/15/98
October 23, 1998 5, 7 monthly report to certificateholders dated 10/23/98
December 4, 1998 5, 7 monthly report to certificateholders dated 11/16/98
January 13, 1999 5, 7 monthly report to certificateholders dated 12/15/98
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.
Chase Manhattan Grantor Trust 1995-A
by The Chase Manhattan Bank
By: /s/ Jeffrey Hammer ----------------------- Name: Jeffrey Hammer Title: Vice President
Date: March 26, 1999
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-1 (Nos. 33-94460, 33-99546, 33-98308) of The Chase Manhattan Bank of our report dated March 15, 1999 appearing as Exhibit 28.2 of this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
New York, New York March 15, 1999
Exhibit 28.1
March __, 1999
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, 1998 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, 1998, the Chase Manhattan Bank maintained an effective system of internal control over servicing of securitized automobile financing receivables.
/s/ Jerry DeRojas ------------------- Jerry DeRojas Senior Vice President The Chase Manhattan Bank
Exhibit 28.2
ANNUAL SERVICER'S CERTIFICATE
THE CHASE MANHATTAN BANK
Chase Manhattan Grantor Trust 1995-A
The undersigned, a duly authorized representative of The Chase Manhattan Bank ("Chase"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of September 1, 1995 (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 January 1, 1998 until December 31, 1998 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, 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.
3. None.
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 15th day of March 1999.
/s/ Jerry DeRojas ----------------- Jerry DeRojas Senior Vice President
Exhibit 28.3
Report of Independent Accountants
March 15, 1999
To the Board of Directors of The Chase Manhattan Bank
We have examined management's assertion that, as of December 31, 1998, The Chase Manhattan Bank 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 over servicing of securitized automobile financing receivables, testing and evaluating the design and operating effectiveness of the 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 any internal control, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the internal control over financial reporting to future periods are subject to the risk that the 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, 1998, The Chase Manhattan Bank 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.
PRICEWATERHOUSECOOPERS LLP
New York, New York March 15, 1999