Item 1. Business
Omitted.
Item 2.
Item 2. Properties
Pursuant to the Agreement, JPMorgan Chase Bank and Chase Manhattan Bank USA, National Association have transferred to the Trust from time to time the receivables (the "Receivables") arising in certain designated credit card accounts.
The aggregate Investor Default Amount for the year ended December 31, 2002 was $1,390,049,488.00. There were no Investor Charge-offs for the same period. As of December 31, 2000, Accounts designated for the Master Trust having an aggregate balance of $460,023,864.00, or 1.40% of all Receivables, were delinquent 30 - 59 days; Accounts having an aggregate balance of $349,794,290.00, or 1.07% of all Receivables, were delinquent 60 - 89 days; and Accounts having an aggregate balance of $662,677,561.00, or 2.02% of all Receivables, were delinquent 90 days or more.
Item 3.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with respect to the Trust, the Trustee, JPMorgan Chase Bank or Chase Manhattan Bank USA, National Association.
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 (other than the Owner Trust Series) are traded in the over-the-counter market to a limited extent.
As of December 31, 2002, all of the Certificates (other than the Owner Trust Series) 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 registrant further understands that DTC has no knowledge of the actual beneficial owners of such 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 such Certificates. 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" and the following information is presented on that basis:
Series No. of Holders --------- ------------------ 1996-2 51 1996-3 35 1996-4 0 1997-1 0 1998-3 0 1998-5 0 1999-1 0 1999-2 0 1999-3 1 2000-1 1 2000-2 1 2000-3 1 2001-1 1 2001-2 1 2001-3 1 2001-4 1 2001-5 1 2001-6 1 2002-1 1 2002-2 1 2002-3 1 2002-4 1 2002-5 1 2002-6 1 2002-7 1 2002-8 1
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 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 as of December 31, 2002, there were the following holders of record with more than 5% of each class of 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 pursuant to Section 3.05 of the Agreement.
99.2 Management Report on Internal Controls.
99.3 Annual Independent Accountants Report pursuant to Section 3.06 of the Agreement.
99.4 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
(i) The following reports on Form 8-K were filed by the registrant during the last quarter of 2002:
Date Items Reported Financial Statements ---- -------------- -------------------- 10/01/2002 5, 7 Monthly report to certificateholders dated 9/16/2002
10/22/2002 5, 7 Monthly report to certificateholders dated 10/15/2002
11/15/2002 5, 7 Monthly report to certificateholders dated 11/15/2002
12/17/2002 5, 7 Monthly report to certificateholders dated 12/16/2002
(ii) Reports on Form 8-K were filed during the last quarter of the prior calendar year for the following series:
(A) Series 2002-6 October 22, 2002 in response to Item 5 and Item 7 (Underwriting Agreement, Supplement to the Third Amended and Restated Pooling and Servicing Agreement, Indenture, Trust Agreement, Deposit and Administration Agreement)
(B) Series 2002-7 December 9, 2002 in response to Item 5 and Item 7 (Underwriting Agreement, Supplement to the Third Amended and Restated Pooling and Servicing Agreement, Indenture, Trust Agreement, Deposit and Administration Agreement)
(C) Series 2002-8 December 9, 2002 in response to Item 5 and Item 7 (Underwriting Agreement, Supplement to the Third Amended and Restated Pooling and Servicing Agreement, Indenture, Trust Agreement, Deposit and Administration Agreement)
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.
Dated: March 28, 2003
Chase Credit Card Master Trust
JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Servicer
By: /s/ Miriam K. Haimes ----------------------------------- Name: Miriam K. Haimes Title: Senior Vice President
Chase Credit Card Master Trust
Chase Manhattan Bank USA, National Association, as Depositor
By: /s/ Patricia M. Garvey ----------------------------------- Name: Patricia M. Garvey 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 pursuant to Section 3.05 of the Agreement.
99.2 Management Report on Internal Controls.
99.3 Annual Independent Accountants Report pursuant to Section 3.06 of the Agreement.
99.4 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.