SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number 333-33733
CAPITOL REVOLVING HOME EQUITY LOAN TRUST 1997-1
(Issuer in respect of the Capitol Revolving Home Equity Loan Asset Backed
Certificates, Series 1997-1)
(Exact name of registrant as specified in its charter)
Maryland 52-0897004
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
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(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
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The registrant has no voting stock or class of common stock outstanding
as of the date of this report.
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INTRODUCTORY NOTE
Chevy Chase Bank, F.S.B. (the "Originator") is the originator, seller and
servicer under the Pooling and Servicing Agreement (the "Agreement"), dated as
of November 1, 1997, by and between the Originator and the U.S. Bank National
Association, as trustee, providing for the issuance of the Capitol Revolving
Home Equity Loan Asset Backed Certificates, Series 1997- 1, (the
"Certificates"), and is the originator of the Capitol Revolving Home Equity Loan
Trust 1997-1 (the "Registrant"). The Certificates do not represent obligations
of, or any interest in, the Originator. The Originator has made application for
an exemption from certain reporting requirements. Pursuant to a letter from the
Commission's Office of Chief Counsel, Division of Corporation Finance, dated
February 6, 1991 granting the Originator's application, the Originator is not
required to respond to various items of Form 10-K. Such items are designated
herein as "Not Applicable."
PART I
Item 1. Business
Not Applicable.
Item 2. Properties
Not Applicable.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Certificates representing investors' interests in the Trust are
represented by a single Certificate which is registered in the name of Cede &
Co., the nominee of the Depository Trust Company ("DTC").
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 7A. Quantitative and Qualitative Disclosures About Market Risk
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.
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<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Certificates representing investors' interests in the Trust are represented
by a single Certificate which is registered in the name of Cede & Co., the
nominee of the Depository Trust Company, 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 primary
holder of record of the Certificates, which it held on behalf of 6 brokers,
dealers, banks and other direct participants in the DTC system at December 31,
1998. Such direct participants may hold Certificates for their own accounts or
for the accounts of their customers. At December 31, 1998, based on information
furnished to the Originator by DTC, the following direct DTC participants held
positions in Certificates representing interests in the Trust equal to or
exceeding 5% of the total face amount of the Certificate outstanding on that
date:
Aggregate Amount of Percent of
Name Certificates Held Class
- ---------------------------------- -------------------- ----------
Bankers Trust Company $13,676,083 7.7%
Chase Manhattan Bank $91,347,917 51.3%
Chase Bank of Texas, N.A. $20,000,000 11.2%
Citibank, N.A. $10,000,000 5.6%
Republic National Bank of New York
Investment Account $25,000,000 14.0%
State Street Bank and Trust Company $13,000,000 7.3%
The address of each of the above participants is:
c/o The Depository Trust Company
Issuer Services
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Item 13. Certain Relationships and Related Transactions
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this Report:
(i) Annual Report to Certificateholders for the year ended December 31,
1998.
No proxy soliciting material has been or is expected to be distributed by
the Trust.
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<PAGE>
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.
CAPITOL REVOLVING HOME EQUITY LOAN TRUST 1996-1
By: Chevy Chase Bank, F.S.B.
Originator of the Trust and Servicer
Date: March 31, 1999 By: Stephen R. Halpin, Jr.
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Stephen R. Halpin, Jr.
Executive Vice President and
Chief Financial Officer
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<PAGE>
EXHIBIT 14(a)(i)
Yearly Certificateholders' Statement (K)
CAPITOL REVOLVING HOME EQUITY LOAN TRUST 1997-1
Under subsection 5.3 of the Pooling and Servicing Agreement dated as of
November 1, 1997 by and between Chevy Chase Bank, F.S.B., a federally
chartered savings bank, as Transferor and Servicer, and US Bank National
Assoc., as Trustee and Custodial Agent (hereinafter as such agreement may
have been, or may from time to time be, amended, supplemented or otherwise
modified, the Pooling and Servicing Agreement"), Chevy Chase Bank, F.S.B.,
as the Servicer, is required to prepare certain information each month
regarding current distributions on the Certificates and the performance of
the Capitol Revolving Home Equity Loan Trust 1997-1 (the "Trust") during
the related Collection Period. The information that is required to be
prepared with respect to the distribution to Holders (the
"Certificateholders") of the Certificates for the calendar year ended
December 31, 1998 is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1,000 per
Certificate, as the case may be. Capitalized terms used and not otherwise
defined herein have the meanings assigned them in the Pooling and Servicing
Agreement.
A. Information Regarding the Current Year Distribution to Certificateholders
(Per $1,000 Original Principal Amount of a Certificate).
1. The amount, if any, of principal included in
such distribution, separately stating the
components thereof (including the portion
thereof attributable to collections in respect of
the Mortgage Loans)............................... $314.82
2. The amount of Investor Certificate Interest included in
such distribution, the related Investor Certificate
Rate and the portion
thereof attributable to collections in
respect of the Mortgage Loans..................... $50.18
IN WITNESS WHEREOF, the undersigned has caused this Certificate
to be duly executed this 25th day of March, 1999
CHEVY CHASE BANK, F.S.B.
as Servicer
By: Carol Thomas
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Carol Thomas
Vice President
