Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 110± 477K
Pursuant to a Transaction
2: EX-24 Exhibit 24.1 - Power of Attorney 6± 26K
3: EX-99 Exhibit 99.1 - Prospectus Supplement - Certificate 81± 333K
4: EX-99 Exhibit 99.1 - Prospectus Supplement - Notes 80± 332K
EX-24 — Exhibit 24.1 – Power of Attorney
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity as an officer or director of Chase Manhattan Bank USA,
National Association (the "Bank"), hereby constitutes and appoints Donald
L. Boudreau, Bruce A. Smith, Michael Urkowitz, Peter Schleif, Thomas Jacob,
William Hoefling, Norman Buchan, Leonard Zych, Michael J. Barrett, John W.
Otto, Andrew T. Semmelman, Keith W. Schuck, Barbara D'Amico, Martin Joyce,
Scott Hendry and Patricia Garvey, and each them severally, his or her true
and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution
for and on behalf of him or her and in his or her name, place and stead, in
any and all capacities, to perform any and all acts and do any and all
things and to execute any and all instruments that any such attorney-in-
fact and agent may deem necessary or desirable to enable the Bank to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"SEC") thereunder, in connection with the filing of the accompanying
registration statement under the Act for the registration of (i) debt
obligations of the Bank and/or one or more special purpose entities formed
by the Bank (the "SPE"), secured by a pledge of identified financial assets
of the Bank or the SPE, and (ii) fractional, undivided ownership interests
in the corpus of a grantor trust to which identified financial assets of
the Bank have been or will be conveyed (the "Securities"), which filing was
authorized by the Board of Directors of the Bank by resolutions adopted by
such Board of Directors on February 4, 1998 including specifically, but
without limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned to (1) a registration statement on Form
S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable, and, if appropriate, a second registration statement that will
become effective upon filing pursuant to Rule 462(b) under the Act (the
"Registration Statements"), each to be filed with the SEC with respect to
the Securities, (2) any and all amendments to either Registration Statement
(including post-effective amendments) and (3) any and all other instruments
or documents to be filed as a part of or in connection with either
Registration Statement or any amendment thereto (including any post-
effective amendment), whether such instruments or documents are filed
before or after the effective date of either Registration Statement, and to
appear before the SEC in connection with any matter relating thereto,
hereby granting to each such attorney-in-fact and agent full power to do
and perform any and all acts and things requisite and necessary to be done
in connection therewith as the undersigned might or could do in person, and
hereby ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of ______ __, 1999.
/s/
--------------------------------
Name: Michael J. Barrett
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity as an officer or director of Chase Manhattan Bank USA,
National Association (the "Bank"), hereby constitutes and appoints Donald
L. Boudreau, Bruce A. Smith, Michael Urkowitz, Peter Schleif, Thomas Jacob,
William Hoefling, Norman Buchan, Leonard Zych, Michael J. Barrett, John W.
Otto, Andrew T. Semmelman, Keith W. Schuck, Barbara D'Amico, Martin Joyce,
Scott Hendry and Patricia Garvey, and each them severally, his or her true
and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution
for and on behalf of him or her and in his or her name, place and stead, in
any and all capacities, to perform any and all acts and do any and all
things and to execute any and all instruments that any such attorney-in-
fact and agent may deem necessary or desirable to enable the Bank to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"SEC") thereunder, in connection with the filing of the accompanying
registration statement under the Act for the registration of (i) debt
obligations of the Bank and/or one or more special purpose entities formed
by the Bank (the "SPE"), secured by a pledge of identified financial assets
of the Bank or the SPE, and (ii) fractional, undivided ownership interests
in the corpus of a grantor trust to which identified financial assets of
the Bank have been or will be conveyed (the "Securities"), which filing was
authorized by the Board of Directors of the Bank by resolutions adopted by
such Board of Directors on February 4, 1998 including specifically, but
without limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned to (1) a registration statement on Form
S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable, and, if appropriate, a second registration statement that will
become effective upon filing pursuant to Rule 462(b) under the Act (the
"Registration Statements"), each to be filed with the SEC with respect to
the Securities, (2) any and all amendments to either Registration Statement
(including post-effective amendments) and (3) any and all other instruments
or documents to be filed as a part of or in connection with either
Registration Statement or any amendment thereto (including any post-
effective amendment), whether such instruments or documents are filed
before or after the effective date of either Registration Statement, and to
appear before the SEC in connection with any matter relating thereto,
hereby granting to each such attorney-in-fact and agent full power to do
and perform any and all acts and things requisite and necessary to be done
in connection therewith as the undersigned might or could do in person, and
hereby ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of _______ __, 1999.
/s/
-----------------------------
Name: Peter Schleif
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity as an officer or director of Chase Manhattan Bank USA,
National Association (the "Bank"), hereby constitutes and appoints Donald
L. Boudreau, Bruce A. Smith, Michael Urkowitz, Peter Schleif, Thomas Jacob,
William Hoefling, Norman Buchan, Leonard Zych, Michael J. Barrett, John W.
Otto, Andrew T. Semmelman, Keith W. Schuck, Barbara D'Amico, Martin Joyce,
Scott Hendry and Patricia Garvey, and each them severally, his or her true
and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution
for and on behalf of him or her and in his or her name, place and stead, in
any and all capacities, to perform any and all acts and do any and all
things and to execute any and all instruments that any such attorney-in-
fact and agent may deem necessary or desirable to enable the Bank to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"SEC") thereunder, in connection with the filing of the accompanying
registration statement under the Act for the registration of (i) debt
obligations of the Bank and/or one or more special purpose entities formed
by the Bank (the "SPE"), secured by a pledge of identified financial assets
of the Bank or the SPE, and (ii) fractional, undivided ownership interests
in the corpus of a grantor trust to which identified financial assets of
the Bank have been or will be conveyed (the "Securities"), which filing was
authorized by the Board of Directors of the Bank by resolutions adopted by
such Board of Directors on February 4, 1998 including specifically, but
without limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned to (1) a registration statement on Form
S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable, and, if appropriate, a second registration statement that will
become effective upon filing pursuant to Rule 462(b) under the Act (the
"Registration Statements"), each to be filed with the SEC with respect to
the Securities, (2) any and all amendments to either Registration Statement
(including post-effective amendments) and (3) any and all other instruments
or documents to be filed as a part of or in connection with either
Registration Statement or any amendment thereto (including any post-
effective amendment), whether such instruments or documents are filed
before or after the effective date of either Registration Statement, and to
appear before the SEC in connection with any matter relating thereto,
hereby granting to each such attorney-in-fact and agent full power to do
and perform any and all acts and things requisite and necessary to be done
in connection therewith as the undersigned might or could do in person, and
hereby ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of ______ __, 1999.
/s/
-----------------------------
Name: John M. Nuzum, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity as an officer or director of Chase Manhattan Bank USA,
National Association (the "Bank"), hereby constitutes and appoints Donald
L. Boudreau, Bruce A. Smith, Michael Urkowitz, Peter Schleif, Thomas Jacob,
William Hoefling, Norman Buchan, Leonard Zych, Michael J. Barrett, John W.
Otto, Andrew T. Semmelman, Keith W. Schuck, Barbara D'Amico, Martin Joyce,
Scott Hendry and Patricia Garvey, and each them severally, his or her true
and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution
for and on behalf of him or her and in his or her name, place and stead, in
any and all capacities, to perform any and all acts and do any and all
things and to execute any and all instruments that any such attorney-in-
fact and agent may deem necessary or desirable to enable the Bank to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"SEC") thereunder, in connection with the filing of the accompanying
registration statement under the Act for the registration of (i) debt
obligations of the Bank and/or one or more special purpose entities formed
by the Bank (the "SPE"), secured by a pledge of identified financial assets
of the Bank or the SPE, and (ii) fractional, undivided ownership interests
in the corpus of a grantor trust to which identified financial assets of
the Bank have been or will be conveyed (the "Securities"), which filing was
authorized by the Board of Directors of the Bank by resolutions adopted by
such Board of Directors on February 4, 1998 including specifically, but
without limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned to (1) a registration statement on Form
S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable, and, if appropriate, a second registration statement that will
become effective upon filing pursuant to Rule 462(b) under the Act (the
"Registration Statements"), each to be filed with the SEC with respect to
the Securities, (2) any and all amendments to either Registration Statement
(including post-effective amendments) and (3) any and all other instruments
or documents to be filed as a part of or in connection with either
Registration Statement or any amendment thereto (including any post-
effective amendment), whether such instruments or documents are filed
before or after the effective date of either Registration Statement, and to
appear before the SEC in connection with any matter relating thereto,
hereby granting to each such attorney-in-fact and agent full power to do
and perform any and all acts and things requisite and necessary to be done
in connection therewith as the undersigned might or could do in person, and
hereby ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of _____ __, 1999.
/s/
----------------------------
Name: Thomas Jacob
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity as an officer or director of Chase Manhattan Bank USA,
National Association (the "Bank"), hereby constitutes and appoints Donald
L. Boudreau, Bruce A. Smith, Michael Urkowitz, Peter Schleif, Thomas Jacob,
William Hoefling, Norman Buchan, Leonard Zych, Michael J. Barrett, John W.
Otto, Andrew T. Semmelman, Keith W. Schuck, Barbara D'Amico, Martin Joyce,
Scott Hendry and Patricia Garvey, and each them severally, his or her true
and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution
for and on behalf of him or her and in his or her name, place and stead, in
any and all capacities, to perform any and all acts and do any and all
things and to execute any and all instruments that any such attorney-in-
fact and agent may deem necessary or desirable to enable the Bank to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"SEC") thereunder, in connection with the filing of the accompanying
registration statement under the Act for the registration of (i) debt
obligations of the Bank and/or one or more special purpose entities formed
by the Bank (the "SPE"), secured by a pledge of identified financial assets
of the Bank or the SPE, and (ii) fractional, undivided ownership interests
in the corpus of a grantor trust to which identified financial assets of
the Bank have been or will be conveyed (the "Securities"), which filing was
authorized by the Board of Directors of the Bank by resolutions adopted by
such Board of Directors on February 4, 1998 including specifically, but
without limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned to (1) a registration statement on Form
S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable, and, if appropriate, a second registration statement that will
become effective upon filing pursuant to Rule 462(b) under the Act (the
"Registration Statements"), each to be filed with the SEC with respect to
the Securities, (2) any and all amendments to either Registration Statement
(including post-effective amendments) and (3) any and all other instruments
or documents to be filed as a part of or in connection with either
Registration Statement or any amendment thereto (including any post-
effective amendment), whether such instruments or documents are filed
before or after the effective date of either Registration Statement, and to
appear before the SEC in connection with any matter relating thereto,
hereby granting to each such attorney-in-fact and agent full power to do
and perform any and all acts and things requisite and necessary to be done
in connection therewith as the undersigned might or could do in person, and
hereby ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of ______ __, 1999.
/s/
--------------------------
Name: William H. Hoefling
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity as an officer or director of Chase Manhattan Bank USA,
National Association (the "Bank"), hereby constitutes and appoints Donald
L. Boudreau, Bruce A. Smith, Michael Urkowitz, Peter Schleif, Thomas Jacob,
William Hoefling, Norman Buchan, Leonard Zych, Michael J. Barrett, John W.
Otto, Andrew T. Semmelman, Keith W. Schuck, Barbara D'Amico, Martin Joyce,
Scott Hendry and Patricia Garvey, and each them severally, his or her true
and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution
for and on behalf of him or her and in his or her name, place and stead, in
any and all capacities, to perform any and all acts and do any and all
things and to execute any and all instruments that any such attorney-in-
fact and agent may deem necessary or desirable to enable the Bank to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"SEC") thereunder, in connection with the filing of the accompanying
registration statement under the Act for the registration of (i) debt
obligations of the Bank and/or one or more special purpose entities formed
by the Bank (the "SPE"), secured by a pledge of identified financial assets
of the Bank or the SPE, and (ii) fractional, undivided ownership interests
in the corpus of a grantor trust to which identified financial assets of
the Bank have been or will be conveyed (the "Securities"), which filing was
authorized by the Board of Directors of the Bank by resolutions adopted by
such Board of Directors on February 4, 1998 including specifically, but
without limiting the generality of the foregoing, the power and authority
to sign the name of the undersigned to (1) a registration statement on Form
S-1, Form S-3, Form S-11 or such other form as may be determined to be
applicable, and, if appropriate, a second registration statement that will
become effective upon filing pursuant to Rule 462(b) under the Act (the
"Registration Statements"), each to be filed with the SEC with respect to
the Securities, (2) any and all amendments to either Registration Statement
(including post-effective amendments) and (3) any and all other instruments
or documents to be filed as a part of or in connection with either
Registration Statement or any amendment thereto (including any post-
effective amendment), whether such instruments or documents are filed
before or after the effective date of either Registration Statement, and to
appear before the SEC in connection with any matter relating thereto,
hereby granting to each such attorney-in-fact and agent full power to do
and perform any and all acts and things requisite and necessary to be done
in connection therewith as the undersigned might or could do in person, and
hereby ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of _____ __, 1999.
/s/
----------------------------
Name: Donald L. Boudreau
Dates Referenced Herein
| This ‘S-3’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 3/12/99 | | None on these Dates |
| | 2/4/98 |
| List all Filings |
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