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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 17, 1997
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Chevy chase Bank, F.S.B.
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Exact Name of registrant as specified in its charter)
United States 333-21707 52-0897004
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) 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
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Not applicable.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
In connection with the offering of Auto Receivables Backed Certificates,
Class A, of which Chevy Chase Auto Receivables Trust, 1997-3 is the issuer as
described in a Preliminary Prospectus Supplement dated as of September 17, 1997
to the Prospectus dated September 17, 1997, an opinion of counsel to the issuer
was delivered concerning certain federal taxation matters, and the auditors to
the certificate insurer delivered their consent to the incorporation by
reference of certain financial statements of the certificate insurer in the
Prospectus Supplement and the reference to such firm therein under the caption
"Experts."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits;
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
(8) Opinion re tax matters
8.2 Opinion of Shaw, Pittman, Potts & Trowbridge
re tax matters, including consent of Shaw,
Pittman, Potts & Trowbridge
(23) Consents of Experts and Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
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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 BANK, F.S.B.
Date: September 17, 1997 By: /s/ Mark A. Holles
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Mark A. Holles,
Vice President
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Exhibit Index
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Exhibit Page
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8.2 Opinion of Shaw, Pittman, Potts & Trowbridge 5
re tax matters
23.1 Consent of Coopers & Lybrand L.L.P. 7
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Exhibit 8.2
SHAW PITTMAN
POTTS & TROWBRIDGE
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2300 N Street, N.W.
Washington, D.C. 20037-1128
202.663.8000
Facsimile 202.663.8007
September 17, 1997
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Re: Chevy Chase Auto Receivables Trust 1997-3
Auto Receivables Backed Certificates, Class A
Registration Statement on Form S-3
(Registration No. 333-21707)
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Dear Sirs:
We have acted as special federal tax counsel to Chevy Chase Bank, F.S.B.
in connection with the issuance of the Chevy Chase Auto Receivables Trust 1997-
3, Auto Receivables Backed Certificates, Class A (the "Certificates") under the
above-referenced Registration Statement on Form S-3, as amended by Amendment No.
1 thereto ("Amendment No. 1" and together with such Registration Statement, the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") on March 11, 1997. The
Certificates will be issued pursuant to a Pooling and Servicing Agreement (the
"Pooling Agreement"), a form of which has been filed as Exhibit 4.3 to the
Registration Statement, to be entered into between Chevy Chase Bank, F.S.B. (the
"Bank") and U.S. Bank National Association, doing business as First Bank
National Association, as trustee (the "Trustee").
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The statements in the preliminary Prospectus Supplement filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(5) on September 17,
1997 (the "Prospectus Supplement") constituting a part of the Registration
Statement under the heading "Certain Federal Income Tax Consequences", to the
extent they constitute matters of federal law or legal conclusions with respect
thereto, have been prepared or reviewed by us and, in our opinion, provide a
fair and accurate summary of such law or conclusions.
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We consent to the use of this opinion in the Registration Statement
and to the reference to our name in the Prospectus Supplement constituting a
part of such Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
Shaw, Pittman, Potts & Trowbridge
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Prospectus Supplement of
Chevy Chase Auto Receivables Trust 1997-3 of our report dated February 3, 1997,
on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in such Prospectus Supplement.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
September 12, 1997.
New York, New York
