<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 11, 1996
Date of Earliest Event Reported
CHEVY CHASE MASTER CREDIT CARD TRUST II
(Exact Name of Registrant as Specified in Charter)
Maryland 33-99334 52-0897004
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Chevy Chase Bank, F.S.B., as Servicer
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
(Address of Principal Executive Offices) (Zip Code)
Servicer's telephone number, including area code: (301) 986-7000
Exhibit Index is located on page 4.
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ITEM 5. OTHER EVENTS.
The legality opinion of Shaw, Pittman, Potts and Trowbridge relating to
the Chevy Chase Master Credit Card Trust and the Chevy Chase Master Credit Card
Trust II was amended as of September 11, 1996. The opinion of Orrick,
Herrington & Sutcliffe LLP relating to tax matters for the Chevy Chase Master
Credit Card Trust and the Chevy Chase Master Credit Card Trust II was amended as
of September 11, 1996.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
- ----------- -------
Exhibit 5.1 Opinion of Shaw, Pittman, Potts & Trowbridge,
counsel to the Transferors, with respect to
legality
Exhibit 8.1 Opinion of Orrick, Herrington & Sutcliffe LLP
with respect to tax matters
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHEVY CHASE MASTER CREDIT
CARD TRUST II
By: CHEVY CHASE BANK, F.S.B.,
as Servicer
Date: September 11, 1996 By: /s/ Mark A. Holles
------------------------
Mark A. Holles
Vice President
3
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
Exhibit 5.1 Opinion of Shaw, Pittman, Potts & Trowbridge,
counsel to the Transferors, with respect to
legality
Exhibit 8.1 Opinion of Orrick, Herrington & Sutcliffe LLP
with respect to tax matters
4
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September 11, 1996
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
CCB Holding Corporation
913 North Market Street
Suite 405
Wilmington, Delaware 19801
Re: Chevy Chase Master Credit Card Trust and
Chevy Chase Master Credit Card Trust II
Asset Backed Certificates
Registration Statement No. 33-99334 on Form S-3
-----------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Chevy Chase Bank, F.S.B., a federally
chartered stock savings bank (the "Bank"), and CCB Holding Corporation, a
Delaware corporation that is a wholly owned subsidiary of the Bank ("CCB," and
together with the Bank, the "Transferors"), in connection with Registration
Statement No. 33-99334 on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on November 14, 1995 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of series (each, a "Series") of Asset Backed
Certificates or one or more classes (each a "Class") of any such Series
(collectively, the "Certificates"), each such Series representing an
undivided interest in either the Chevy Chase Master Credit Card Trust ("Trust
I") or the Chevy Chase Master Credit Card Trust II ("Trust II," and together
with Trust I, the "Trusts").
Each Series of Certificates issued by Trust I hereafter will be issued
pursuant to an Amended and Restated Pooling and Servicing Agreement between the
Bank, as seller and servicer (the "Seller"), and Bankers Trust Company, as
trustee, as amended from time to time pursuant to the terms thereof (the "Trust
I Pooling and Servicing Agreement") and the applicable Trust I Supplement (as
defined below). The form of Trust I Pooling and Servicing Agreement was
<PAGE>
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
September 11, 1996
Page 2
filed with the Commission on September 14, 1994 as Exhibit 4.1 to Form 8-K,
which exhibit is incorporated by reference into the Registration Statement as
Exhibit 4.1, was amended by the First Amendment to the Amended and Restated
Pooling and Servicing Agreement, a copy of which was filed with the
Commission on November 4, 1994 as Exhibit 4.4 to Form 8-A, which exhibit is
incorporated by reference into the Registration Statement as Exhibit 4.2, was
further amended by the Second Amendment to the Amended and Restated Pooling
and Servicing Agreement, which is attached as Exhibit 4.3 to Registration
Statement No. 33-92180, which exhibit is incorporated by reference into the
Registration Statement as Exhibit 4.3, and was further amended by the Third
Amendment to the Amended and Restated Pooling and Servicing Agreement, a copy
of which was filed with the Commission on August 21, 1996 as Exhibit 4.14 to
Form 8-K, which exhibit is incorporated by reference into the Registration
Statement. The forms of Series Supplements relating to the Series of
Certificates to be issued by Trust I (the "Trust I Supplements") are attached
as Exhibits 4.4 and 4.5 to Registration Statement No. 33-92180.
Each Series of Certificates issued by Trust II will be issued pursuant
to a Pooling and Servicing Agreement among the Bank, as transferor and
servicer, CCB, as transferor, and Bankers Trust Company, as trustee, as
amended from time to time pursuant to the terms thereof (the "Trust II
Pooling and Servicing Agreement," and together with the Trust I Pooling and
Servicing Agreement, the "Pooling and Servicing Agreements") and the
applicable Trust II Supplement (as defined below). The form of Trust II
Pooling and Servicing Agreement is attached as Exhibit 4.6 to Registration
Statement No. 33-92180, which exhibit is incorporated by reference into the
Registration Statement as Exhibit 4.6, was amended by the First Amendment to
the Pooling and Servicing Agreement, a copy of which was filed with the
Commission on August 21, 1996 as Exhibit 4.5 to Form 8-K, which exhibit is
incorporated by reference into the Registration Statement, and was further
amended by the Second Amendment to the Pooling and Servicing Agreement, a
copy of which was filed with the Commission on August 21, 1996 as Exhibit 4.6
to Form 8-K, which exhibit is incorporated by reference into the Registration
Statement. The forms of Series Supplements relating to the Series of
Certificates to be issued by Trust II (the "Trust II Supplements," and
together with the Trust I Supplements, the "Supplements") are attached as
Exhibits 4.7 and 4.8 to Registration Statement No. 33-92180. Terms used
and not defined herein shall have the meanings set forth in the applicable
Pooling and Servicing Agreement.
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of (i) the federal stock charter
(in the case of the Bank) and the certificate of incorporation (in the case
of CCB) and bylaws of the Transferors, (ii) certain resolutions of the Boards
of Directors or duly authorized committees thereof of the Transferors, (iii)
the form of each Pooling and Servicing Agreement and of each Supplement filed
with the Commission (including the forms of Certificate attached as exhibits
thereto) and (iv) such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our examination,
we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or facsimile copies and the authenticity
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Chevy Chase Bank, F.S.B.
CCB Holding Corporation
September 11, 1996
Page 3
of the originals of such copies. As to any facts material to the opinion set
forth below, we have relied upon statements and representations of officers and
other representatives of the Transferors.
Based on the foregoing, it is our opinion that:
1. When a Trust I Supplement pertaining to a Series of Certificates has
been duly executed and delivered by the parties thereto, such Trust I
Supplement, taken together with the Trust I Pooling and Servicing Agreement,
upon due authorization by the Seller, will constitute the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, subject, as to enforcement, to (a) the effect of bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship,
fraudulent conveyance, fraudulent transfer or other similar laws, regulations
or procedures of general applicability relating to or affecting creditors' or
obligees' rights generally or the rights of creditors or obligees of
federally chartered savings banks, the deposits of which are insured by the
Federal Deposit Insurance Corporation, and (b) general principles of equity
and the discretion of the court (regardless of whether enforceability is
considered in a proceeding in equity or at law).
2. When a Trust II Supplement pertaining to a Series of Certificates
has been duly executed and delivered by the parties thereto, such Trust II
Supplement, taken together with the Trust II Pooling and Servicing Agreement,
upon due authorization by the Transferors, will constitute the valid and
binding obligation of the Transferors, enforceable against the Transferors in
accordance with its terms, subject, as to enforcement, to (a) the effect of
bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship, fraudulent conveyance, fraudulent transfer or other similar
laws, regulations or procedures of general applicability relating to or
affecting creditors' or obligees' rights generally or the rights of creditors
or obligees of federally chartered savings banks, the deposits of which are
insured by the Federal Deposit Insurance Corporation, or subsidiaries thereof
and (b) general principles of equity and the discretion of the court
(regardless of whether enforceability is considered in a proceeding in equity
or at law).
3. With respect to Trust I, when Certificates of a Series (or a Class or
Classes thereof) registered under the Registration Statement have been duly
executed by the Seller and countersigned and delivered by the Trustee, in
accordance with the Trust I Pooling and Servicing Agreement and the applicable
Trust I Supplement, against payment of the consideration therefor specified in
the applicable Underwriting Agreement, a form of which is attached as Exhibit 1
to Registration Statement No. 33-74802, which exhibit is incorporated by
reference into the Registration Statement as Exhibit 1.1, such Certificates,
upon due authorization by the Seller of their issuance, execution, sale and
delivery, will be legally issued, fully paid and nonassessable and will be
entitled to the benefits of the Trust I Pooling and Servicing Agreement and the
applicable Trust I Supplement.
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Chevy Chase Bank, F.S.B.
CCB Holding Corporation
September 11, 1996
Page 4
4. With respect to Trust II, when Certificates of a Series (or a Class
or Classes thereof) registered under the Registration Statement have been
duly executed by the Transferors and countersigned and delivered by the
Trustee, in accordance with the Trust II Pooling and Servicing Agreement and
the applicable Trust II Supplement, against payment of the consideration
therefor specified in the applicable Underwriting Agreement, a form of which
is attached as Exhibit 1.2 to Registration Statement No. 33-92180, which
exhibit is incorporated by reference into the Registration Statement as
Exhibit 1.2, such Certificates, upon due authorization by the Transferors of
their issuance, execution, sale and delivery, will be legally issued, fully
paid and nonassessable and will be entitled to the benefits of the Trust II
Pooling and Servicing Agreement and the applicable Trust II Supplement.
We do not express any opinion herein concerning any law other than the
laws of the State of Delaware and the federal law of the United States
(excluding the choice of law provisions thereof).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the caption "Legal Matters" in each prospectus
supplement relating to Certificates of a Series (or a Class or Classes thereof)
registered under the Registration Statement in which we are designated as
special counsel for either the Bank or CCB.
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
SHAW, PITTMAN, POTTS & TROWBRIDGE
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September 11, 1996
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
CCB Holding Corporation
913 North Market Street
Suite 405
Wilmington, Delaware 19801
Re: Chevy Chase Master Credit Card Trust and
Chevy Chase Master Credit Card Trust II
Asset Backed Certificates
Registration Statement on Form S-3 (File No. 33-99334)
---------------------------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel for Chevy Chase Bank, F.S.B. (the
"Bank"), a federally chartered stock savings bank, and CCB Holding
Corporation, a Delaware corporation ("CCB Holding" and, together with the
Bank, the "Transferors"), in connection with the preparation of the Registration
Statement on Form S-3 (File No. 33-99334), as filed with the Securities and
Exchange Commission (the "Commission") on November 14, 1995 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of series (each, a "Series") of Asset Backed
Certificates (collectively, the "Certificates"), each such series representing
an undivided interest in either Chevy Chase Master Credit Card Trust ("Trust
I") or Chevy Chase Master Credit Card Trust II ("Trust II").
Each Series of Certificates issued by Trust I will be issued pursuant
to the Amended and Restated Pooling and Servicing Agreement (the "Trust I
Pooling and Servicing Agreement"), between the Bank and Bankers Trust
Company, as trustee (the "Trustee"). The form of Trust I Pooling and
Servicing Agreement relating to Trust I was filed with the Commission on
September 14, 1994, as Exhibit 4.1 to Form 8-K, which exhibit is incorporated
by reference to the Registration Statement, and was amended by the First
Amendment to the Amended and Restated Pooling and Servicing Agreement, a copy
of which was filed by the Bank
<PAGE>
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
September 11, 1996
Page 2
with the Commission on November 4, 1994, as Exhibit 4.4 to Form 8-A, which
exhibit is incorporated by reference to the Registration Statement, was
further amended by the Second Amendment to the Amended and Restated Pooling
and Servicing Agreement, a copy of which was filed with the Commission as
Exhibit 4.3 to Registration Statement No. 33-92180, which exhibit is
incorporated by reference to the Registration Statement and was further
amended by the Third Amendment to the Amended and Restated Pooling Agreement,
a copy of which was filed with the Commission on August 21, 1996 as Exhibit
4.14 to Form 8-K, which exhibit is incorporated by reference to the
Registration Statement. The forms of Series Supplement relating to the
Series of Certificates to be issued by Trust I were filed with Registration
Statement No. 33-92180 as Exhibits 4.4 and 4.5, respectively.
Each Series of Certificates issued by Trust II will be issued pursuant
to the Pooling and Servicing Agreement (the "Trust II Pooling and Servicing
Agreement"), among the Sellers, the Bank as servicer and the Trustee. The
form of Trust II Pooling and Servicing Agreement relating to Trust II was
filed with Registration Statement No. 33-92180 as Exhibit 4.6 and was amended
by the First Amendment to the Pooling and Servicing Agreement, a copy of
which was filed with the Commission on August 21, 1996 as Exhibit 4.5 to Form
8-K, which exhibit is incorporated by reference into the Registration
Statement, and was further amended by the Second Amendment to the Pooling and
Servicing Agreement, a copy of which was filed with the Commission on August
21, 1996 as Exhibit 4.6 to Form 8-K, which exhibit is incorporated by
reference into the Registration Statement. The forms of Series Supplement
relating to the Series of Certificates to be issued by Trust II were filed
with Registration Statement No. 33-92180 as Exhibits 4.7 and 4.8,
respectively. Terms used herein and not defined herein shall have the meaning
set forth in the Trust I Pooling and Servicing Agreement or the Trust II
Pooling and Servicing Agreement, as applicable.
We hereby confirm that the statements set forth in the prospectus
relating to the Certificates offered by the Prospectus for Trust I (the
"Trust I Prospectus") and in the prospectus relating to the Certificates
offered by the Prospectus for Trust II (the "Trust II Prospectus" and,
together with the Trust I Prospectus, the "Prospectus") forming a part of the
Registration Statement under the heading "Tax Matters," with respect to the
Trust I Prospectus, and "Federal Income Tax Consequences," with respect to
the Trust II Prospectus, and the statements set forth in each of the forms of
prospectus supplements relating to the Certificates offered by the Prospectus
(collectively, the "Prospectus Supplement") forming a part of the
Registration Statement under the heading "Summary of Series Terms - Tax
Status," which statements have been prepared by us, to the extent that they
constitute matters of law or legal conclusions with respect thereto, are
correct in all material respects.
We note that the forms of Prospectus and Prospectus Supplement do not
relate to a specific transaction. Accordingly, the above-referenced
description of federal income tax consequences may, under certain
circumstances, require modification in the context of an actual transaction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick,
Herrington & Sutcliffe LLP under the
<PAGE>
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
September 11, 1996
Page 3
captions "Legal Matters" and "Tax Matters" in the Trust I Prospectus and
"Legal Matters" and "Certain Federal Income Tax Consequences" in the Trust II
Prospectus. In giving such consent, we do not consider that we are "experts,"
within the meaning of the term used in the Act or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder, with
respect to any part of the Registration Statement, including this opinion as
an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
