<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
Date of Report (Date of earliest event reported): June 26, 1997
---------
CHEVY CHASE BANK, F.S.B. CCB HOLDING CORPORATION
(Originator of the Trusts (Originator of the Chevy Chase
Described Herein) Master Credit Card Trust II
Described Herein)
(Exact Name of Registrants as Specified in Their Charters)
333-14779
(Commission File Number)
UNITED STATES 52-0897004 DELAWARE 52-0361930
(State or Other (I.R.S. Employer (State or Other (I.R.S. Employer
Jurisdiction of Identification Jurisdiction of Identification
Incorporation Number) Incorporation or Number)
or Organization) Organization)
8401 CONNECTICUT AVENUE 913 NORTH MARKET STREET
CHEVY CHASE, MARYLAND 20815 SUITE 405
(301) 986-7000 WILMINGTON, DELAWARE 19801
(302) 576-2748
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Each Registrant's Principal Executive Offices)
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.12 Fourth Amendment to the Amended and Restated Pooling and Servicing
Agreement, dated as of June 26, 1997, relating to Chevy Chase Master
Credit Card Trust I.
4.13 Third Amendment, dated as of June 26, 1997, to the Pooling and Servicing
Agreement relating to Chevy Chase Master Credit Card Trust II.
4.14 First Amendment to Receivables Purchase Agreement relating to Chevy Chase
Master Credit Card Trust II, dated as of June 26, 1997.
<PAGE>
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.
Dated June 8, 1998 CHEVY CHASE BANK, F.S.B.
By: /s/ Stephen R. Halpin, Jr.
---------------------------
Stephen R. Halpin, Jr.
Executive Vice President and Chief
Financial Officer
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
---------------------------
Jessica L. Parker
President
<PAGE>
EXHIBIT INDEX
4.12 Fourth Amendment to the Amended and Restated Pooling and Servicing
Agreement, dated as of June 26, 1997, relating to Chevy Chase Master
Credit Card Trust I.
4.13 Third Amendment, dated as of June 26, 1997, to the Pooling and Servicing
Agreement relating to Chevy Chase Master Credit Card Trust II.
4.14 First Amendment to Receivables Purchase Agreement relating to Chevy Chase
Master Credit Card Trust II, dated as of June 26, 1997.
<PAGE>
Exhibit 4.12
EXECUTION COPY
FOURTH AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
THIS FOURTH AMENDMENT (this "Fourth Amendment") TO THE CHEVY CHASE MASTER
CREDIT CARD TRUST AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as
previously amended, the "Agreement"), dated as of June 26, 1997, is by and
between CHEVY CHASE BANK, F.S.B. (the "Bank"), a federally chartered stock
savings bank, as Seller and Servicer, and BANKERS TRUST COMPANY, as Trustee
under the Amended and Restated Pooling and Servicing Agreement, dated as of
August 1, 1994, between Chevy Chase Bank, F.S.B., as Seller and Servicer, and
the Trustee.
WHEREAS Section 13.01(a) of the Agreement permits amendment of the
Agreement or any Supplement on the terms and conditions therein specified; and
WHEREAS the Seller and the Trustee wish to amend the Agreement as provided
herein;
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1.01. Section 1.01 of the Agreement shall
-------------------------
be amended by deleting the last sentence of the definition of "Receivable" and
substituting in its place the following:
Receivables that become Defaulted Receivables (and any other
Receivables in any Account that are charged off as uncollectible in
accordance with the Credit Card Guidelines and the Servicer's customary and
usual servicing procedures for servicing revolving credit card receivables
comparable to the Receivables) shall not be shown on the Servicer's records
as amounts payable (and shall cease to be included as Receivables) on the
day on which they become Defaulted Receivables (or are so charged off).
SECTION 2. Amendment of Section 2.07(c). Section 2.07(c) of the Agreement
----------------------------
shall be amended by deleting the sentence that was added at the end of such
Section pursuant to the Second Amendment to the Agreement and adding in lieu
thereof the following sentence at the end of such Section:
<PAGE>
Notwithstanding the foregoing or any other provision of this
Agreement (including without limitation those cited in the preceding
sentence of this Section 2.07(c)), the Seller Certificate or any
interest therein (together, the "Nontransferable Seller's Interest")
may not be transferred, assigned, exchanged or otherwise conveyed or
pledged, hypothecated or otherwise subjected to any security interest,
by operation of law or otherwise, and any such transfer, assignment,
exchange or other conveyance or pledge, hypothecation or grant of a
security interest shall be null and void; provided, however, that the
-------- -------
prohibition set forth in this sentence shall not preclude (i) any
transfer of the Nontransferable Seller's Interest in accordance with
any transaction permitted by Section 7.02 or 7.05 of this Agreement
and as provided in Section 2.08(f) and 6.03 of this Agreement to Chevy
Chase Bank, F.S.B. or to any direct or indirect wholly owned
subsidiary of Chevy Chase Bank, F.S.B.; or (ii) any transfer of the
Nontransferable Seller's Interest in accordance with any transaction
permitted by Section 7.02 or 7.05 of this Agreement and as provided in
Section 2.08(f) and 6.03 of this Agreement to any Person, so long as
the written consent of each of the following Persons, which consent
may be granted or withheld in the sole discretion of each such Person
(the "Consent"), is obtained prior to the transfer: (1) the Consent of
CCB Holding Corporation ("CCBH"), in its capacity as holder of the
Seller Certificate as defined in this Agreement, or any successor
holder of such Seller Certificate, (2) the Consent of the trustee
under the Chevy Chase 1995-A Spread Account Trust, on behalf of such
trust, and confirmation that such trustee has obtained the Consent of
"RACES certificateholders" owning not less than 51% of the "undivided
interest" in the "outstanding principal amount" of the "RACES
certificates" as defined in the Chevy Chase 1995-A Spread Account
Trust Agreement, as amended from time to time, between Chevy Chase
Bank, F.S.B. and Bankers Trust Company, dated as of March 31, 1995,
and (3) the Consent of any Person irrevocably designated by the holder
of the Seller Certificate in writing to the Trustee as a "Consenting
Person" under this Section 2.07(c); provided, further, however, that
-------- ------- -------
the prohibition set forth in this sentence shall not apply to the
issuance or transfer of any Supplemental Certificate.
SECTION 3. Addition of Section 8.09. The following Section 8.09 shall
------------------------
be added to the Agreement:
Section 8.09. Custodial Agreement. The Servicer shall enter
-------------------
into, and act as servicer under (i) the Custodial Agreement, dated as
of March 28, 1996 (the "1996-A Custodial Agreement"),
2
<PAGE>
among Chevy Chase Bank, F.S.B. (the "Bank"), CCBH, Bankers Trust
Company, as trustee of Chevy Chase 1996-A Spread Account Trust, and
Bankers Trust Company, as custodian and (ii) the Custodial Agreement,
dated as of June 26, 1997 (the "1997-A Custodial Agreement", and
together with the 1996-A Custodial Agreement, the "Custodial
Agreements") among the Bank, CCBH, Bankers Trust Company, as trustee
of Chevy Chase 1997-A Spread Account Trust, and Bankers Trust Company,
as custodian. Additionally, any Successor Servicer appointed in
accordance with Section 10.02 shall succeed to the rights and
obligations of the servicer under the Custodial Agreements.
SECTION 4. Effectiveness. The amendments provided for by this Fourth
-------------
Amendment shall become effective as of the day and year first above written upon
the occurrence of each of the following events:
(a) the Rating Agency Condition shall have been satisfied with
respect to this Fourth Amendment;
(b) the Bank shall each have delivered to the Trustee an Officer's
Certificate to the effect that the Bank reasonably believes that the
amendment to the Agreement effected by this Fourth Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder;
(c) the Servicer shall have delivered to the Trustee and any Series
Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of
Counsel pursuant to Section 13.02(d)(i) of the Agreement to the effect
specified in Exhibit H-1 of the Agreement; and
(d) the Trustee and the Bank shall have received counterparts of this
Fourth Amendment, duly executed by the parties hereto.
SECTION 5. Agreement in Full Force and Effect as Amended. Except as
---------------------------------------------
specifically amended hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect. All references to the Agreement and the
Supplements in any other document or instrument shall be deemed to mean the
Agreement and the Supplements as amended by this Fourth Amendment. This Fourth
Amendment shall not constitute a novation of the Agreement and the Supplements,
but shall constitute an amendment thereof.
SECTION 6. Counterparts. This Fourth Amendment may be executed in any
------------
number of counterparts and by separate parties hereto on separate counterparts,
each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same instrument.
SECTION 7. Governing Law. THIS FOURTH AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
3
<PAGE>
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
SECTION 8. Defined Terms. Capitalized terms used herein and not
-------------
otherwise defined shall have the meanings assigned to such terms in the
Agreement.
4
<PAGE>
IN WITNESS WHEREOF, Chevy Chase Bank, F.S.B. and the Trustee have
caused this Fourth Amendment to be duly executed by their respective officers as
of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer
By: /s/ Joel A. Friedman
--------------------------------
Name: Joel A. Friedman
Title: Senior Vice President and
Controller
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
--------------------------------
Name: Louis Bodi
Title: Vice President
<PAGE>
Exhibit 4.13
EXECUTION COPY
THIRD AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST II
POOLING AND SERVICING AGREEMENT
THIS THIRD AMENDMENT (this "Third Amendment") TO THE CHEVY CHASE
MASTER CREDIT CARD TRUST II POOLING AND SERVICING AGREEMENT (as previously
amended, the "Agreement"), dated as of June 26, 1997, is by and among CHEVY
CHASE BANK, F.S.B., a federally chartered stock savings bank, as Transferor and
Servicer, CCB HOLDING CORPORATION, a Delaware corporation, as Transferor, and
BANKERS TRUST COMPANY, as Trustee under the Pooling and Servicing Agreement,
dated as of June 1, 1995, among Chevy Chase Bank, F.S.B., as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and the Trustee.
WHEREAS Section 13.01(a) of the Agreement permits amendment of the
Agreement or any Supplement on the terms and conditions therein specified; and
WHEREAS the Transferors and the Trustee wish to amend the Agreement
and certain of the Supplements thereto as provided herein;
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1.01. Section 1.01 of the Agreement
-------------------------
shall be amended by deleting the last sentence of the definition of "Receivable"
and substituting in its place the following:
Receivables that become Defaulted Receivables (and any other
Receivables in any Account that are charged off as uncollectible in
accordance with the Credit Card Guidelines and the Servicer's
customary and usual servicing procedures for servicing revolving
credit card receivables comparable to the Receivables) shall not be
shown on the Servicer's records as amounts payable (and shall cease to
be included as Receivables) on the day on which they become Defaulted
Receivables (or are so charged off).
SECTION 2. Amendment of Section 2.07(c). Section 2.07(c) of the
----------------------------
Agreement shall be amended by deleting the sentence that was added at the end of
such Section pursuant to the First Amendment to the Agreement.
<PAGE>
SECTION 3. Amendment of Section 2.08(b)(ii). Section 2.08(b)(ii) of
--------------------------------
the Agreement shall be amended by deleting the current Section 2.08(b)(ii) and
substituting in its place the following:
(ii) conduct its affairs strictly in accordance with its
Certificate of Incorporation, dated as of September 28, 1994, as
amended on March 30, 1995, June 22, 1995, March 28, 1996 and June 24,
1997;
SECTION 4. Amendment of Section 8.09. Section 8.09 of the Agreement
-------------------------
shall be amended by deleting the current Section 8.09 and substituting in its
place the following:
Section 8.09. Custodial Agreement. The Servicer shall enter into,
-------------------
and act as servicer under (i) the Custodial Agreement, dated as of
March 28, 1996 (the "1996-A Custodial Agreement"), among the
Transferors, Bankers Trust Company, as trustee of Chevy Chase 1996-A
Spread Account Trust, and Bankers Trust Company, as custodian and (ii)
the Custodial Agreement, dated as of June 26, 1997 (the "1997-A
Custodial Agreement", and together with the 1996-A Custodial
Agreement, the "Custodial Agreements") among the Transferors, Bankers
Trust Company, as trustee of Chevy Chase 1997-A Spread Account Trust,
and Bankers Trust Company, as custodian. Additionally, any Successor
Servicer appointed in accordance with Section 10.02 shall succeed to
the rights and obligations of the servicer under the Custodial
Agreements.
SECTION 5. Amendment of Section 2.01 of the Series 1995-A Supplement,
---------------------------------------------------------
Series 1995-B Supplement and Series 1995-C Supplement. Section 2.01 of (i) the
- -----------------------------------------------------
Series 1995-A Supplement, dated as of June 1, 1995, (ii) the Series 1995-B
Supplement, dated as of September 1, 1995, and (iii) the Series 1995-C
Supplement, dated as of December 1, 1995, shall be amended by deleting the
current definition of "Loan Agreement" and substituting in its place the
following:
"Loan Agreement" shall mean the agreement among the Transferors, the
--------------
Trustee and the Cash Collateral Depositor, dated as of the Closing Date, as
amended from time to time.
SECTION 6. Effectiveness. The amendments provided for by this Third
-------------
Amendment shall become effective as of the day and year first above written upon
the occurrence of each of the following events:
(a) the Rating Agency Condition shall have been satisfied with
respect to this Third Amendment;
2
<PAGE>
(b) the Transferors shall each have delivered to the Trustee an
Officer's Certificate to the effect that such Transferor reasonably
believes that the amendments to the Agreement and the Supplements effected
by this Third Amendment will not adversely affect in any material respect
the interests of any Investor Certificateholder;
(c) the Servicer shall have delivered to the Trustee and any Series
Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of
Counsel pursuant to Section 13.02(d)(i) of the Agreement to the effect
specified in Exhibit H-1 of the Agreement; and
(d) the Trustee and the Transferors shall have received counterparts
of this Third Amendment, duly executed by the parties hereto.
SECTION 7. Agreement in Full Force and Effect as Amended. Except as
---------------------------------------------
specifically amended hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect. All references to the Agreement and the
Supplements in any other document or instrument shall be deemed to mean the
Agreement and the Supplements as amended by this Third Amendment. This Third
Amendment shall not constitute a novation of the Agreement and the Supplements,
but shall constitute an amendment thereof.
SECTION 8. Counterparts. This Third Amendment may be executed in any
------------
number of counterparts and by separate parties hereto on separate counterparts,
each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same instrument.
SECTION 9. Governing Law. THIS THIRD AMENDMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 10. Defined Terms. Capitalized terms used herein and not
-------------
otherwise defined shall have the meanings assigned to such terms in the
Agreement.
3
<PAGE>
IN WITNESS WHEREOF, Chevy Chase Bank, F.S.B., CCB Holding Corporation
and the Trustee have caused this Third Amendment to be duly executed by their
respective officers as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Transferor and Servicer
By: /s/ Joel A. Friedman
---------------------------------
Name: Joel A. Friedman
Title: Senior Vice President and
Controller
CCB HOLDING CORPORATION,
as Transferor
By: /s/ Jessica L. Parker
---------------------------------
Name: Jessica L. Parker
Title: President
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
---------------------------------
Name: Louis Bodi
Title: Vice President
<PAGE>
Exhibit 4.14
EXECUTION COPY
FIRST AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST II
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE CHEVY CHASE MASTER CREDIT CARD TRUST II
RECEIVABLES PURCHASE AGREEMENT, dated as of June 26, 1997 (this "First
Amendment"), is by and between CHEVY CHASE BANK, F.S.B. (the "Seller"), a
federally chartered stock savings bank, as Seller and CCB HOLDING CORPORATION, a
Delaware corporation (the "Purchaser"), a Delaware corporation, as Purchaser.
WHEREAS Section 9.1 of the Receivables Purchase Agreement (the
"Agreement"), dated as of June 1, 1995, by and between the Seller and the
Purchaser, permits amendment of the Agreement on the terms and conditions
therein specified; and
WHEREAS the Seller and the Purchaser wish to amend the Agreement
thereto as provided herein;
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1.1. Section 1.1 of the Agreement
------------------------
shall be amended by deleting the last sentence of the definition of "Receivable"
and substituting in its place the following:
Receivables that become Defaulted Receivables (and any other
Receivables in any Account that are charged off as uncollectible in
accordance with the Credit Card Guidelines and the Servicer's
customary and usual servicing procedures for servicing revolving
credit card receivables comparable to the Receivables) shall not be
shown on the Servicer's records as amounts payable (and shall cease to
be included as Receivables) on the day on which they become Defaulted
Receivables (or are so charged off).
SECTION 2. Effectiveness. The amendments provided for by this First
-------------
Amendment shall become effective as of the day and year first above written upon
the occurrence of each of the following events:
<PAGE>
(a) the Rating Agency Condition shall have been satisfied with
respect to this First Amendment;
(b) the Seller and the Purchaser shall have delivered to the Trustee
an Officer's Certificate to the effect that each reasonably believes that
this First Amendment will not adversely affect in any material respect the
interests of any Investor Certificateholder; and
(c) the Seller and the Purchaser shall have received counterparts of
this First Amendment, duly executed by the parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended. Except as
---------------------------------------------
specifically amended hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect. All references to the Agreement in any
other document or instrument shall be deemed to mean the Agreement as amended by
this First Amendment. This First Amendment shall not constitute a novation of
the Agreement, but shall constitute an amendment thereof.
SECTION 4. Counterparts. This First Amendment may be executed in any
------------
number of counterparts and by separate parties hereto on separate counterparts,
each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same instrument.
SECTION 5. Governing Law. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 6. Defined Terms. Capitalized terms used herein and not
-------------
otherwise defined shall have the meanings assigned to such terms in the
Agreement.
<PAGE>
IN WITNESS WHEREOF, Chevy Chase Bank, F.S.B. and CCB Holding
Corporation have caused this First Amendment to be duly executed by their
respective officers as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer
By: /s/ Joel A. Friedman
------------------------------
Name: Joel A. Friedman
Title: Senior Vice President and Controller
CCB HOLDING CORPORATION,
as Purchaser
By: /s/ Jessica L. Parker
------------------------------
Name: Jessica L. Parker
Title: President
