As filed with the Securities and Exchange Commission on January 9, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHEVY CHASE BANK, F.S.B. CCB HOLDING CORPORATION ----------------------- ----------------------- (Exact name of registrants as specified in their charters) United States 52-0897004 Delaware 52-0361930 - ------------- ------------- ------------ ----------------- (State of (I.R.S. Employer (State of (I.R.S. Employer incorporation or Identification incorporation or Identification organization) Number) organization) Number) 8401 Connecticut Avenue 913 North Market Street, Suite 405 Chevy Chase, Maryland 20815 Wilmington, Delaware 19801 ---------------------------- ----------------------------------- (Address of principal executive (Address of principal executive offices, including Zip Code) offices, including Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: None If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. [ ] If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: Chevy Chase Master Credit Card Trust II Class A Floating Rate Asset Backed Certificates, Series 1996-C Class B Floating Rate Asset Backed Certificates, Series 1996-C - ------------------------------------------------------------------------------- (Title of Class) An Index to Exhibits begins on page 5 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED. The description of the Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates appearing under the captions entitled: "Summary of Series Terms," "Risk Factors," "Maturity Considerations," "The Receivables," "Series Provisions," and "Certain Federal Income Tax Consequences" in the Prospectus Supplement dated December 5, 1996 and "Prospectus Summary," "Risk Factors," "The Receivables," "Description of the Certificates," "Certain Legal Aspects of the Receivables," "Certain Federal Income Tax Consequences" and "ERISA Considerations" in the Prospectus, dated December 5, 1996 (the Prospectus and the Prospectus Supplement are incorporated herein by reference as Exhibit 4.9). ITEM 2. EXHIBITS. Exhibit 4.1 -- Pooling and Servicing Agreement (relating to Chevy Chase Master Credit Card Trust II), dated as of June 1, 1995 (the "Trust II Pooling and Servicing Agreement") (incorporated by reference to Exhibit 4.10 in the Form 8-A filed by the Registrants with the Securities and Exchange Commission on July 17, 1995). Exhibit 4.2 -- First Amendment, dated as of March 28, 1996, to the Trust II Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.5 in the Form 8-K filed by Chevy Chase Master Credit Card Trust II with the Securities and Exchange Commission on August 21, 1996). Exhibit 4.3 -- Second Amendment, dated as of July 1, 1996, to the Trust II Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.6 in the Form 8-K filed by Chevy Chase Master Credit Card Trust II with the Securities and Exchange Commission on August 21, 1996). Exhibit 4.4 -- Receivables Purchase Agreement, dated as of June 1, 1995 (incorporated by reference to Exhibit 4.12 in the Form 8-A filed by the Registrants with the Securities and Exchange Commission on July 17, 1995). Exhibit 4.5 -- Series 1995-A Supplement to the Trust II Pooling and Servicing Agreement, dated as of June 1, 1995 (incorporated by reference to Exhibit 4.11 in the Form 8-A filed by the Registrants with the Securities and Exchange Commission on July 17, 1995). Exhibit 4.6 -- Series 1995-C Supplement to the Trust II Pooling and Servicing Agreement, dated as of December 1, 1995 (incorporated by reference to Exhibit 4.3 in the Form 8-A filed by the Registrants with the Securities and Exchange Commission on January 11, 1996). -2- Exhibit 4.7 -- Series 1996-A Supplement to the Trust II Pooling and Servicing Agreement, dated as of September 1, 1996 (incorporated by reference to Exhibit 4.7 in the Form 8-A filed by the Registrants with the Securities and Exchange Commission on October 31, 1996). Exhibit 4.8 -- Series 1996-C Supplement to the Trust II Pooling and Servicing Agreement, dated as of December 1, 1996. Exhibit 4.9 -- Prospectus Supplement, dated December 5, 1996, together with the Prospectus, dated December 5, 1996 (as filed with the Securities and Exchange Commission on December 9, 1996, pursuant to Rule 424(b)(2), which filing is incorporated herein by reference). Exhibit 5.1 -- Specimen certificates representing Class A Floating Rate Asset Backed Certificates, Series 1996-C and Class B Floating Rate Asset Backed Certificates, Series 1996-C. -3- SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Form 8-A to be signed on their behalf by the undersigned, thereto duly authorized. CHEVY CHASE BANK, F.S.B. By: /s/ Mark A. Holles ------------------------------ Name: Mark A. Holles Title: Vice President CCB HOLDING CORPORATION By: /s/ Jessica L. Parker ------------------------------ Name: Jessica L. Parker Title: President Dated: January 9, 1997 -4- INDEX TO EXHIBITS Exhibits -------- Exhibit 4.8 Series 1996-C Supplement to the Trust II Pooling and Servicing Agreement, dated as of December 1, 1996. Exhibit 5.1 Specimen certificates representing Class A Floating Rate Asset Backed Certificates, Series 1996-C and Class B Floating Rate Asset Backed Certificates, Series 1996-C. -5-