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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): December 9, 1997
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Chevy Chase Bank, F.S.B.
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Exact Name of registrant as specified in its charter)
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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.
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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 (the "Certificates"), of which Chevy Chase Auto Receivables Trust, 1997-
4 is the issuer as described in a Preliminary Prospectus Supplement dated
December 9, 1997 to the Prospectus dated September 17, 1997, opinions of counsel
to the issuer were delivered concerning (i) the legality of the Certificates and
(ii) certain federal taxation matters, and the auditors for 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 and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Opinion re legality
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5.5 Opinion of Shaw, Pittman, Potts & Trowbridge
re legality, including consent of Shaw,
Pittman, Potts & Trowbridge
Opinion re tax matters
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8.3 Opinion of Shaw, Pittman, Potts & Trowbridge
re tax matters, including consent of Shaw,
Pittman, Potts & Trowbridge
Consents of Experts and Counsel
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23.4 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Shaw, Pittman, Potts & Trowbridge
(included in Exhibits 5.5 and 8.3)
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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: December 9, 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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5.5 Opinion of Shaw, Pittman, Potts & Trowbridge re legality 5
8.3 Opinion of Shaw, Pittman, Potts & Trowbridge re tax matters 7
23.4 Consent of Coopers & Lybrand L.L.P. 9
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Page 5
Exhibit 5.5
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
December 9, 1997
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
Re: Chevy Chase Auto Receivables Trust 1997-4
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 counsel to Chevy Chase Bank, F.S.B. (the "Bank") in
connection with the issuance of the Chevy Chase Auto Receivables Trust 1997-4,
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") declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), at 4:30
p.m. Eastern Time on March 11, 1997. The Certificates will be issued pursuant to
a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), a
form of which has been filed as Exhibit 4.3 to the Registration Statement, to be
entered into between the Bank, as seller and servicer, and U.S. Bank National
Association, doing business as First Bank National Association, as trustee (the
"Trustee").
We have examined and relied upon the originals or copies certified or
otherwise identified to our satisfaction of all such documents and records of
the Bank and such other instruments and other certificates of public officials,
officers and representatives of the Bank and such other persons, and have made
such investigations of law, as we have deemed appropriate as a basis for the
opinions expressed below.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors
rights generally and to general equity principles.
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Chevy Chase Bank, F.S.B.
December 9, 1997
Page 2
We are admitted to the bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction except as to matters that are
governed by Federal law or the laws of the State of New York. All opinions set
forth herein are based on laws, regulations and policy guidelines currently in
force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
1. When the Pooling and Servicing Agreement has been duly authorized by
all necessary action and duly executed and delivered by the Bank, as seller and
servicer, and the Trustee, the Pooling and Servicing Agreement will be a valid
and legally binding obligation of the Bank; and
2. When the Pooling and Servicing Agreement has been duly authorized by
all necessary action and duly executed and delivered by the Bank, as seller and
servicer, and the Trustee, and when the Certificates have been duly executed and
authenticated in accordance with the provisions of the Pooling and Servicing
Agreement, and issued and sold as contemplated in the Registration Statement and
the Prospectus, as amended or supplemented, and delivered pursuant to Section 5
of the Act in connection therewith, such Certificates will be legally and
validly issued, fully paid and nonassessable, and the holders of such
Certificates will be entitled to the benefits of the Pooling and Servicing
Agreement.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Shaw, Pittman, Potts & Trowbridge
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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Page 7
Exhibit 8.3
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
December 9, 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
Salomon Brothers Inc
390 Greenwich Street
New York, New York 10013
Re: Chevy Chase Auto Receivables Trust 1997-4
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.
(the "Bank") in connection with the issuance of the Chevy Chase Auto Receivables
Trust 1997-4, 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") declared effective by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), at 4:30 p.m. Eastern Time on March 11, 1997. The Certificates will be
issued pursuant to a Pooling and Servicing Agreement, a form of which has been
filed as Exhibit 4.3 to the Registration Statement, to be entered into between
the Bank, as seller and servicer, and
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Page 8
U.S. Bank National Association, doing business as First Bank National
Association, as trustee (the "Trustee").
The statements in the Preliminary Prospectus Supplement filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(5) on December 10,
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.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to Shaw, Pittman, Potts & Trowbridge in the
Prospectus Supplement constituting a part of such Registration Statement under
the captions "Certain Federal Income Tax Considerations" and "Legal Matters."
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
SHAW, PITTMAN, POTTS & TROWBRIDGE
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Exhibit 23.4
Page 9
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
of Chevy Chase Auto Receivables Trust 1997-4 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.
December 8, 1997
New York, New York
