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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) March 10, 1998
CHEVY CHASE BANK, F.S.B., (as seller under the Pooling and Servicing
Agreement, dated as of March 1, 1998, providing for the issuance of
Chevy Chase Auto Receivables Trust 1998-1, ____% Auto Receivables Backed
Certificates).
Chevy Chase Bank, F.S.B.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-21707 52-0897004
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
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<S> <C>
8401 Connecticut Ave.
Chevy Chase, Maryland 20815
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(Address of Principal Executive (Zip Code)
Offices)
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Registrant's telephone number, including area code (301) 986-7000
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Item 5. Other Events
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In connection with the offering of ____% Auto Receivables Backed Certificates,
of which Chevy Chase Auto Receivables Trust 1998-1 is the issuer as described in
a preliminary Prospectus Supplement dated as of March 10, 1998 to the Prospectus
dated as of September 17, 1997, certain agreements were executed in connection
with the issuance of the certificates on March 20, 1998.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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<S> <C>
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Opinions re legality
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5.5. Opinion of Dewey Ballantine LLP re legality,
including consent of Dewy Ballantine LLP
Opinion re tax matters
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8.3. Opinion of Dewey Ballantine LLP re tax matters,
including consent of Dewey Ballantine LLP
Consents of Experts and Counsel
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23.4. Consent of Coopers & Lybrand LLP.
23.5 Consent of Dewy Ballantine LLP (included in
Exhibits 5.5 and 8.3)
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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 BANK, F.S.B.
By:/s/Mark Holles
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Name: Mark Holles
Title: Vice President
Dated: March 11, 1998
3
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Exhibit Index
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Exhibit Page
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5.5. Opinion of Dewey Ballantine LLP re legality.
8.3. Opinion of Dewey Ballantine LLP re tax matters
23.4. Consent of Coopers and Lybrand LLP
4
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[LETTERHEAD OF DEWEY BALLANTINE APPEARS HERE]
March 11, 1998
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 1998-1
Auto Receivables Backed Certificates
Registration Statement on Form S-3
(Registration No. 333-21707)
---------------------------
Ladies and Gentlemen:
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 1998-1, Auto Receivables Backed Certificates (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 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 March 12, 1998
(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 Dewey Ballantine LLP 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/ Dewey Ballantine LLP
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Exhibit 8.31
[DEWEY BALLANTINE LLP LETTERHEAD APPEARS HERE]
March 11, 1998
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, MD 20815
Re: Chevy Chase Auto Receivables Trust 1998-1
Auto Receivables Backed Certificates
(Registration No. 333-21707)
-----------------------------------------
Ladies and Gentlemen::
We have acted as counsel to Chevy Chase Bank, F.S.B. (the "Bank") in
connection with issuance of the Chevy Chase Auto Receivables Trust 1998-1, Auto
Receivables Backed 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
Srcurities 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 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 investogations 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.
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
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Chevy Chase Bank, F.S.B.
March 11, 1998
Page 2
on laws, regulations and policy guidelines currently in force and may be
affected by future regulations.
Base 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 Dewey Ballantine LLP in the
Prospectus Supplement constituting a part of such Registration Statement under
the caption "Legal Matters".
Very truly yours,
/s/ Dewey Ballantine LLP
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Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Chevy Chase Auto Receivables Trust 1998-1, dated March 10, 1998, 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.
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Coopers & Lybrand L.L.P.
New York, New York
March 10, 1998
