SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
December 31, 1997 33-81786
Chevy Chase Master Credit Card Trust
____________________________________________________
(Exact name of registrant as specified in charter)
Maryland 52-0897004
________________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 986-7000
________________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Chevy Chase Master Credit Card Trust
$ 0 Class A Floating Rate Asset Backed Certificates, Series 1994-1
$ 30,000,000 Class B Floating Rate Asset Backed Certificates, Series 1994-1
$ 274,500,000 Class A Floating Rate Asset Backed Certificates, Series 1994-2
$ 25,500,000 Class B Floating Rate Asset Backed Certificates, Series 1994-2
$ 457,500,000 Class A Floating Rate Asset Backed Certificates, Series 1994-3
$ 42,500,000 Class B Floating Rate Asset Backed Certificates, Series 1994-3
$ 320,250,000 Class A Floating Rate Asset Backed Certificates, Series 1994-4
$ 29,750,000 Class B Floating Rate Asset Backed Certificates, Series 1994-4
$ 322,000,000 Class A Floating Rate Asset Backed Certificates, Series 1994-5
$ 28,000,000 Class B Floating Rate Asset Backed Certificates, Series 1994-5
$ 319,375,000 Class A Floating Rate Asset Backed Certificates, Series 1995-1
$ 30,625,000 Class B Floating Rate Asset Backed Certificates, Series 1995-1
Indicate by check mark whether the Registrant has (1) filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
_____ _____
The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
Introductory Note
Chevy Chase Bank, F.S.B. (the "Bank")is the seller and
servicer under the Amended and Restated Pooling and
Servicing Agreement (the "Agreement"), dated as of
August 1, 1994, as amended by the First Amendment to
the Amended and Restated Pooling and Servicing
Agreement dated as of September 28, 1994 and the
Second Amendment to the Chevy Chase Master Credit
Card Trust Amended and Restated Pooling and
Servicing Agreement dated as of March 31, 1995 by and
between the Bank and the Bankers Trust Company, as
the trustee, providing for the issuance from time to time
of one or more Series of Asset Backed Certificates and is
the originator of the Chevy Chase Master Credit Card
Trust (the "Registrant" or the "Trust"). The Certificates
listed on page 1 hereof will be referred to collectively
herein as the "Certificates". The Certificates do not
represent obligations of or interests in the Bank. The
Bank has made application for an exemption from certain
reporting requirements. Pursuant to a letter from the
Security and Exchange Commission, Division of
Corporation Finance, Office of Chief Council, dated July
31, 1989 granting the Bank's application, the Bank is not
required to respond to various items of Form 10-K.
Such items are designated herein as "Not Applicable".
Part I
Item 1 Business
Not Applicable
Item 2 Properties
Not Applicable
Item 3 Legal Proceedings
None
Item 4 Submission Of Matters To A Vote Of Security Holders
None
Page 2
Part II
Item 5 Market For Registrant's Common Equity
And Related Stockholder Matters
Each of the Certificates, representing investors' interests
in the Trust, are represented by a single certificate registered
in the name of Cede & Co., the nominee of The Depository Trust Company.
To the best knowledge of the Registrant, there is no
established public trading market for the Certificates.
Item 6 Selected Financial Data
Not Applicable
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Not Applicable
Item 8 Financial Statements and Supplementary Data
Not Applicable
Item 9 Changes In And Disagreements With Accountants
On Accounting and Financial Disclosure
None
Part III
Item 10 Directors and Executive Officers of the Registrant
Not Applicable
Item 11 Executive Compensation
Not Applicable
Page 3
Item 12 Security Ownership Of Certain Beneficial Owners
and Management
Each of the Certificates, representing investor's interests in the
Trust, are represented by a single certificate registered in the
name of Cede & Co., the nominee of the Depository Trust
Company("DTC"), and an investor holding an interest in the Trust
is not entitled to receive a Certificate representing such interest
except in certain limited circumstances. Accordingly, Cede & Co.
is the sole holder of record of the Certificates, which it held on
behalf of approximately 75 brokers, dealers, banks and other
direct participants in the DTC system at December 31, 1997.
Such direct participants may hold Certificates for their own
accounts or for the accounts of their customers. The following
table sets forth, with respect to each of the Certificates, the
identity of each direct DTC participant that holds positions in
such Certificate in excess of 5% of the outstanding principal
amount thereof at December 31, 1997.
$30,000,000 1994-1 Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Chase Manhattan Bank $20,000,000 66.7%
Citibank, N.A. $10,000,000 33.3%
$274,500,000 1994-2 Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Bank of New York $21,600,000 7.9%
Bankers Trust Company $25,000,000 9.1%
Chase Manhattan Bank, N.A. $89,500,000 32.6%
Citibank, N.A. $15,750,000 5.7%
SSB-Custodian $68,250,000 24.9%
Republic National Bank of New York $48,000,000 17.5%
$25,500,000 1994-2 Class B Certificates Aggregate Amount of Percent of
Name Certificates He Class
Corestates Bank, N.A. $2,250,000 8.8%
Suntrust Bank, Atlanta $5,000,000 19.6%
Boston Safe Deposit & Trust Co. $14,250,000 55.9%
Chase Manhattan Bank . $3,960,000 15.5%
$457,500,000 1994-3 Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Chase Manhattan Bank . $125,745,000 27.5%
Bankers Trust Company $59,500,000 13.0%
Northern Trust Company $50,000,000 10.9%
SSB-Custodian $120,200,000 26.3%
Bank of New York/TD Bank $35,810,000 7.8%
$42,500,000 1994-3 Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Chase Mahattan Bank, N.A. $36,750,000 8.6%
Bank of New York $4,250,000 10.0%
Page 4
$320,250,000 1994-4 Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Chase Manhattan Bank . $123,905,000 38.7%
Bankers Trust Company $70,000,000 21.9%
Republic National Bank of New York $32,000,000 10.0%
SSB-Custodian $41,000,000 12.8%
Bank of New York/TD Bank $30,000,000 9.4%
$29,750,000 1994-4 Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Chase Manhattan Bank $15,000,000 50.4%
Chase Manhattan Bank/Salomon $14,750,000 49.6%
$322,000,000 1994-5 Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
SSB-Custodian $40,550,000 12.6%
Republic National Bank of New York $21,900,000 6.8%
Provident Bank $45,950,000 14.3%
Bank of New York $160,600,000 49.9%
Nationsbanc Montgomery Securities LLC $22,000,000 6.8%
$28,000,000 1994-5 Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Daiwa Securities America Inc. $17,000,000 60.7%
Boston Safe Deposit and Trust Company $11,000,000 39.3%
$319,375,000 1995-1 Class A Certificate Aggregate Amount of Percent of
Name Certificates Held Class
Bankers Trust Company $39,750,000 12.4%
Bank of New York $104,450,000 32.7%
Chase Manhattan Bank $35,875,000 11.2%
Fuji Bank and Trust Company $20,000,000 6.3%
Republic National Bank of New York $45,000,000 14.1%
$30,625,000 1995-1 Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Boston Safe Deposit and Trust Company $10,000,000 32.7%
Chase Manhattan $10,625,000 34.7%
Fuji Bank & Trust Company $10,000,000 32.7%
The address of each of the above participants is:
C/O The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004
Item 13 Certain Relationships and Related Transactions
None
Page 5
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports
On Form 10-K
(a) The following documents are filed as part of this Report:
i) Summary of annual distributions on the Certificates to
Certificateholders for the year ended December 31, 1997
ii) Annual Accountant's Report dated November 18, 1997
and related Report of Management dated November 18, 1997
relating to sufficiency of accounting controls
No proxy soliciting material has been distributed by
the Trust.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Chevy Chase Master Credit Card Trust
By: Chevy Chase Bank, F.S.B.
As Seller and Servicer
Date: 03/28/98 By: ____________________________________________
Joel A. Friedman
Senior Vice President
and Controller
Chevy Chase Master Credit Card Trust
Series 1994-1
1997 Distributions
Pursuant to Section 5.2 (c) of the Chevy Chase Master
Credit Card Trust Series 1994-1 Supplement to the
Agreement, Chevy Chase Bank, F.S.B. must provide
the following information on an aggregate basis for the
year ended December 31, 1997:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1997 per $1,000
original certificate principal amount ...707.57
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount .............20.07
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 687.50
B. 1. The total amount of the distribution to Class B
Certificateholders during 1997 per $1,000
original certificate principal amount .. 394.10
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 60.77
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 333.33
Page 7
Chevy Chase Master Credit Card Trust
Series 1994-2
1997 Distributions
Pursuant to Section 5.2 (c) of the Chevy Chase Master
Credit Card Trust Series 1994-2 Supplement to the
Agreement, Chevy Chase Bank, F.S.B. must provide
the following information on an aggregate basis for the
year ended December 31, 1997:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1997 per $1,000
original certificate principal amount .. 781.08
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 31.08
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 750.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1997 per $1,000
original certificate principal amount .. 60.77
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 60.77
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 0.00
Page 8
Chevy Chase Master Credit Card Trust
Series 1994-3
1997 Distributions
Pursuant to Section 5.2 (c) of the Chevy Chase Master
Credit Card Trust Series 1994-3 Supplement to the
Agreement, Chevy Chase Bank, F.S.B. must provide
the following information on an aggregate basis for the
year ended December 31, 1997:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1997 per $1,000
original certificate principal amount .. 788.30
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 38.30
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 750.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1997 per $1,000
original certificate principal amount .. 60.52
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 60.52
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 0.00
Page 9
Chevy Chase Master Credit Card Trust
Series 1994-4
1997 Distributions
Pursuant to Section 5.2 (c) of the Chevy Chase Master
Credit Card Trust Series 1994-4 Supplement to the
Agreement, Chevy Chase Bank, F.S.B. must provide
the following information on an aggregate basis for the
year ended December 31, 1997:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1997 per $1,000
original certificate principal amount .. 729.15
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 41.65
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 687.50
B. 1. The total amount of the distribution to Class B
Certificateholders during 1997 per $1,000
original certificate principal amount .. 60.77
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 60.77
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 0.00
Page 10
Chevy Chase Master Credit Card Trust
Series 1994-5
1997 Distributions
Pursuant to Section 5.2 (c) of the Chevy Chase Master
Credit Card Trust Series 1994-5 Supplement to the
Agreement, Chevy Chase Bank, F.S.B. must provide
the following information on an aggregate basis for the
year ended December 31, 1997:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1997 per $1,000
original certificate principal amount .. 58.85
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 58.85
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1997 per $1,000
original certificate principal amount .. 60.97
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 60.97
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 0.00
Page 11
Chevy Chase Master Credit Card Trust
Series 1995-1
1997 Distributions
Pursuant to Section 5.2 (c) of the Chevy Chase Master
Credit Card Trust Series 1995-1 Supplement to the
Agreement, Chevy Chase Bank, F.S.B. must provide
the following information on an aggregate basis for the
year ended December 31, 1997:
A. 1. The total amount of the distribution to Class A
Certificateholders during 1997 per $1,000
original certificate principal amount .. 58.75
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 58.75
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class A Certificates, per $1,000 original
certificate principal amount ........... 0.00
B. 1. The total amount of the distribution to Class B
Certificateholders during 1997 per $1,000
original certificate principal amount .. 60.26
2. The amount of the distribution set forth
in paragraph 1 above in respect of interest on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 60.26
3. The amount of the distribution set forth
in paragraph 1 above in respect of principal on
the Class B Certificates, per $1,000 original
certificate principal amount ........... 0.00
Page 12
MANAGEMENT'S REPORT ON THE EFFECTIVENESS OF THE INTERNAL CONTROL STRUCTURE
RELATIVE TO THE SERVICING OF CONSUMER REVOLVING CREDIT CARD RECEIVABLES
The management of the Bank is responsible for establishing and
maintaining the internal control structure. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
control procedures. The objectives of an internal control
structure are to provide management with reasonable, but not
absolute, assurance that assets are safeguarded against loss from
unauthorized use or disposition, and that transactions are
executed in accordance with management's authorization and
recorded properly to permit the preparation of financial
statements in accordance with generally accepted accounting
principles.
We have performed an evaluation of the effectiveness of the
Bank's internal control structure based on the criteria
established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") relative to the servicing of consumer
revolving credit card receivables owned by Chevy Chase Master
Credit Card Trust I Series 1994-1, 1994-2, 1994-3, 1994-4,
1994-5, 1994-6, 1994-7, 1995-1, 1997-1 and Chevy Chase Master
Credit Card Trust II Series 1995-A, 1995-B, 1995-C, 1995-D,
1996-A, 1996-B and 1996-C (collectively referred to as the
"Trusts" herein) as of September 30, 1997, and we have
determined that the Bank maintained an effective internal
control structure over financial reporting relative to the
servicing of consumer revolving credit card receivables owned
by the Bank's Trusts as of September 30, 1997.
However, there are inherent limitations in the effectiveness of
any internal control structure, including the possibility of human
error and the circumvention or overriding of controls.
Accordingly, even an effective internal control structure can
provide only reasonable assurance with respect to reliability of
financial statements and safeguarding and management of
assets. Furthermore, the effectiveness of any internal control
structure can change with changes in circumstances.
Robert M. Hurley Stephen R. Halpin, Jr.
Senior Vice President Executive Vice President and
Chief Financial Officer
George P. Clancy
Executive Vice President
November 18, 1997 CCINTCON.LTR
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Chevy Chase Bank, F.S.B.:
We have examined management's assertion, included in the accompanying
Management's Report on the Effectiveness of the Internal Control
Structure Relative to the Servicing of Consumer Revolving Credit Card
Receivables, that Chevy Chase Bank, F.S.B.(the "Bank") maintained an
effective internal control structure over financial reporting relative
to the servicing of consumer revolving credit card receivables owned by
Chevy Chase Master Credit Card Trust I Series 1994-1, 1994-2, 1994-3,
1994-4. 1994-5, 1994-6, 1994-7, 1995-1, and 1997-1, Chevy Chase Master
Credit Card Trust II Series 1995-A, 1995-B, 1995-C, 1995-D, 1996-A,
1996-B and 1996-C, (collectively referred to as the "Trusts" herein)
as of September 30, 1997.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included obtaining an understanding of the internal control structure
over financial reporting, testing, and evaluating the design and
operating effectiveness of the internal control structure, and
such other procedures as we considered necessary in the circumstances.
We believe that our examination provides a reasonable basis for our
opinion.
Because of inherent limitations in any internal control structure,
errors or irregularities may occur and not be detected. Also,
projections of any evaluation of the internal control structure over
financial reporting to future periods are subject to the risk that the
internal control structure may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assertion that the Bank maintained an
effective internal control structure over financial reporting relative
to the servicing of consumer revolving credit card receivables owned
by the Bank's credit card Trusts as of September 30, 1997,
is fairly stated, in all material respects, based upon criteria
established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
This report is intended solely for the information and use of the
board of directors and management of the Bank, Chase Manhattan Bank,
Bankers Trust Company, Capital Markets Assurance Corporation, Chevy Chase
Bank Holding Corporation, Credit Suisse First Boston Corporation,
Standard & Poor's, Moody's Investor Service and Fitch Investors Service,
L.P. and should not be used for any other purpose.
Washington, D.C.
November 18, 1997
