SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
December 31, 1997 33-99354
Chevy Chase Auto Receivables Trust 1995-2
____________________________________________________
(Exact name of registrant as specified in charter)
Maryland 41-6399066
________________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 986-7000
________________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant has (1) filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
_____ _____
The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
Introductory Note
Chevy Chase Bank, F.S.B. (the "Bank")is the seller and servicer under the
Pooling and Servicing Agreement (the Agreement), dated as of December 1, 1995,
by and between the Bank and Norwest Bank Minnesota, National Association,
as the trustee. The Certificates listed on page 1 hereof will be referred to
collectively herein as the "Certificates". The Certificates do not represent
obligations of or interests in the Bank.
By letter dated August 7, 1995, the Bank has requested an exemption
from certain reporting and information requirements under the
Exchange Act. Pending resolution of such request, the Bank intends
to provide information in a manner consistent with such application.
Accordingly, certain items of Form 10-K are designated below as
"Not Applicable", and with respect to the remaining items the Bank is
providing the information set forth below.
Part I
Item 1 Business
Not Applicable
Item 2 Properties
See the Annual Report filed pursuant to Item 14 Below.
Item 3 Legal Proceedings
None
Item 4 Submission Of Matters To A Vote Of Security Holders
None
Page 2
Part II
Item 5 Market For Registrant's Common Equity
And Related Stockholder Matters
Each of the Certificates, representing investors' interests
in the Trust, are represented by a single certificate
registered in the name of Cede & Co., the nominee of
The Depository Trust Company. Accordingly, Cede & Co.
is the sole holder of record of the Certificates, which it
held on behalf of approximately 23 brokers, dealers,
banks and other direct participants in the DTC system at
December 31, 1997.
To the best knowledge of the Registrant, there is no
established public trading market for the Certificates.
Item 6 Selected Financial Data
Not Applicable
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Not Applicable
Item 8 Financial Statements and Supplementary Data
Not Applicable
Item 9 Changes In And Disagreements With Accountants
On Accounting and Financial Disclosure
None
Part III
Item 10 Directors and Executive Officers of the Registrant
Not Applicable
Item 11 Executive Compensation
Not Applicable
Page 3
Item 12 Security Ownership Of Certain Beneficial Owners
and Management
Each of the Certificates, representing investor's interests in the
Trust, are represented by a single certificate registered in the
name of Cede & Co., the nominee of the Depository Trust
Company("DTC"), and an investor holding an interest in the Trust
is not entitled to receive a Certificate representing such interest
except in certain limited circumstances. Accordingly, Cede & Co.
is the sole holder of record of the Certificates, which it held on
behalf of approximately 23 brokers, dealers, banks and other
direct participants in the DTC system at December 31, 1997.
Such direct participants may hold Certificates for their own
accounts or for the accounts of their customers. The following
table sets forth, with respect to each of the Certificates, the
identity of each direct DTC participant that holds positions in
such Certificate in excess of 5% of the outstanding principal
amount thereof at December 31, 1997.
$ 247,582,941 5.80% Auto Receivables Backed Certificates
Aggregate Amount of Percent
Name Certificates Held of Class
Bank of New York 70,983,000 28.67%
Bankers Trust Company 42,532,000 17.18%
Boston Safe Deposit & Trust Co. 28,040,000 11.33%
Chase Manhattan Bank/Chemical 20,000,000 8.08%
Citibank, N.A. 16,000,000 6.46%
SSB-Custodian 17,840,000 7.21%
The address of each of the above participants is:
C/O The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004
Item 13 Certain Relationships and Related Transactions
None
Page 4
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports
On Form 10-K
(a) The following documents are filed as part of this Report:
i) Summary of annual distributions on the Certificates to
Certificateholders for the year ended December 31, 1997
ii) Annual Accountant's Report dated November 18, 1997
and related Report of Management dated November 18, 1997
relating to sufficiency of accounting controls.
No proxy soliciting material has been distributed by
the Trust.
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.
Chevy Chase Auto Receivables Trust 1995-2
By: Chevy Chase Bank, F.S.B.
Originator of the Trust and Servicer
Date: 03/31/98 By: _________________________________________
Joel A. Friedman
Senior Vice President
and Controller
Page 5
ANNUAL REPORT
Chevy Chase Auto Receivables Trust 1995-2
$ 247,582,941 5.80% Auto Receivables Backed Certificates
For the Year Ended December 31, 1997
PRINCIPAL INTEREST NET NET 30 + DELQ.
DIST DIST LOSSES LOSS % DELQ. %
____________ ___________ ___________ ________ ____________ _______
Jan-97 6,608,389 773,095 291,158 2.27% 6,924,729 4.49%
Feb-97 6,824,860 741,154 335,256 2.73% 5,995,840 4.07%
Mar-97 6,248,768 708,167 221,933 1.89% 5,690,704 4.03%
Apr-97 6,959,325 677,965 259,421 2.32% 5,272,848 3.93%
May-97 6,630,379 644,328 223,258 2.10% 4,573,594 3.59%
Jun-97 6,075,990 612,281 214,863 2.13% 5,012,264 4.14%
Jul-97 6,093,243 582,914 225,234 2.35% 5,067,428 4.41%
Aug-97 6,486,402 553,463 341,244 3.78% 4,329,422 3.99%
Sep-97 5,100,840 522,113 123,199 1.43% 4,603,215 4.46%
Oct-97 5,510,090 497,458 277,870 3.41% 4,191,162 4.28%
Nov-97 5,451,885 470,826 260,584 3.38% 4,215,429 4.56%
Dec-97 4,414,351 444,476 208,297 2.83% 4,288,060 4.86%
____________ ___________ ___________
Totals 72,404,521 7,228,241 2,982,316
** The date represents the month of the Distribution date, the informat
is from activity of the previous month.
MANAGEMENT'S REPORT ON THE EFFECTIVENESS OF
THE INTERNAL
CONTROL STRUCTURE RELATIVE TO THE SERVICING OF
AUTOMOBILE LOAN RECEIVABLES
The management of the Bank is responsible for establishing and
maintaining the internal control structure. In fulfilling this
responsibility, estimates and judgments by management are required
to assess the expected benefits and related costs of control procedures.
The objectives of an internal control structure are to provide
management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and
that transactions are executed in accordance with management's
authorization and recorded properly to permit the preparation of
financial statements in accordance with generally accepted accounting
principles.
We have performed an evaluation of the effectiveness of the Bank's
internal control structure based on the criteria established in Internal
Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO")
relative to the servicing of automobile loan receivables owned by Chevy
Chase Auto Receivables Trusts Series 1995-1, 1995-2 and 1996-1
(collectively referred to as the "Trusts" herein) as of September 30,
1997, and we have determined that the Bank maintained an effective
internal control structure over financial reporting relative to the
servicing of automobile loan receivables owned by the Trusts as of
September 30, 1997.
However, there are inherent limitations in the effectiveness of any
internal control structure, including the possibility of human error and
the circumvention or overriding of controls. Accordingly, even an
effective internal control structure can provide only reasonable
assurance with respect to reliability of financial statements and
safeguarding and management of assets. Furthermore, the
effectiveness of any internal control structure can change with changes
in circumstances.
Kevin B. Cashen John C.
Harley
Senior Vice President Senior
Vice President
George P. Clancy Stephen
R. Halpin, Jr.
Executive Vice President Executive
Vice President and
Chief
Financial Officer
November 18, 1997 AUTOINTC.LTR
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Chevy Chase Bank, F.S.B.:
We have examined management's assertion, included in the
accompanying Management's Report on the Effectiveness of the
Internal Control Structure Relative to the Servicing of
Automobile Loan Receivables, that Chevy Chase Bank,
F.S.B.(the "Bank") maintained an effective internal control
structure over financial reporting relative to the servicing of
automobile loan receivables owned by Chevy Chase Auto
Receivables Trusts Series 1995-1, 1995-2 and 1996-1 (collectively
referred to as the "Trusts" herein) as of September 30, 1997.
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 financial
reporting, 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 internal control structure over
financial reporting 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 the Bank maintained
an effective internal control structure over financial reporting
relative to the servicing of automobile receivables owned by the
Bank's automobile loan Trusts as of September 30, 1997, is
fairly stated, in all material respects, based upon criteria established
in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
This report is intended solely for the information and use of
the board of directors and management of the Bank, Norwest Bank
Minnesota, N.A., Credit Suisse, MBIA Insurance Corporation and
Financial Guaranty Insurance Company, and should not be
used for any other purpose.
Washington, D.C.
November 18, 1997
