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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) September 1, 2001
CHEVY CHASE BANK, F.S.B.
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(Exact name of registrant as specified in its charter)
United States 333-36242 52-0897004
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
8401 Connecticut Avenue 20815
Chevy Chase, Maryland 20815 ---------------
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (301) 986-7000
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No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Notes and the Auto Loans
Chevy Chase Bank, F.S.B. ("Chevy Chase") registered issuances of up to
$1,207,679,345.44 principal amount of Asset Backed Notes and Asset Backed
Certificates on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), by the Registration Statement on
Form S-3 (Registration File No. 333-36242) (the "Registration Statement").
Pursuant to the Registration Statement, Chevy Chase Auto Receivables Trust 2001-
2 (the "Trust") issued $403,332,000 in aggregate principal amount of its Asset
Backed Notes, Class A-1, Class A-2, Class A-3, Class A-4 and Class B, Series
2001-2 (the "Notes"), on September 27, 2001.
This Current Report on Form 8-K is being filed to satisfy an
undertaking to file copies of certain agreements executed in connection with the
issuance of the Notes, the forms of which were filed as Exhibits to the
Registration Statement.
The Notes were issued pursuant to an Indenture (the "Indenture")
attached hereto as Exhibit 4.1, dated as of September 1, 2001, between the Trust
and U.S. Bank National Association, as the Indenture Trustee (the "Indenture
Trustee"). The Notes represent non-recourse obligations of the Trust, which
obligations are secured by a pledge of auto loans and certain related property.
U.S. Bank National Association will serve as indenture trustee with respect to
the Notes. Capitalized terms used herein and not otherwise defined herein shall
have the meanings attributed to such terms in the Indenture.
The assets of the Trust will include Receivables listed in the
Schedule of Receivables (other than Purchased Receivables) and all monies
(including accrued interest) due or received thereon on or after September 1,
2001; security interests in the Financed Vehicles; the Note Account, the Reserve
Account and the Collection Account; funds deposited in the Collection Account,
the Reserve Account and the Note Account and all investments of such funds;
Purchase Amounts; any property (including the right to receive future
Liquidation Proceeds) that shall have secured a Receivable and that shall have
been acquired by or on behalf of the Trust; proceeds from claims on any physical
damage, theft, vendor's single interest, credit life, disability, or
hospitalization insurance policies covering Financed Vehicles or Obligors; and
certain other property.
Interest distributions on each Class of Notes are based on the
aggregate principal balance thereof and the then applicable Interest Rate
thereof. With respect to (i) the Class A-1 Notes, the Interest Rate is 2.77313%
per annum, (ii) with respect to the Class A-2 Notes, the Interest Rate is 2.97%
per annum, (iii) with respect to the Class A-3 Notes, the Interest Rate is 3.80%
per annum, (iv) with respect to the Class A-4 Notes, the Interest Rate is 4.44%
per annum and (v) with respect to the Class B Notes, the Interest Rate is 5.16%
per annum.
As of September 1, 2001, the Auto Loans possessed the characteristics
described in the Prospectus dated September 1, 2000 and the Prospectus
Supplement dated September 20, 2001 filed pursuant to Rule 424(b)(5) of the Act
on September 25, 2001.
Item 5. Other Events
USE OF PROCEEDS
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On September 9, 2001, Chevy Chase Auto Receivables Trust 2001-2 (the
"Trust") commenced an offering of $403,332,000 in aggregate principal amount of
its Asset Backed Notes, Class A-1, Class A-2, Class A-3, Class A-4 and Class B,
Series 2001-2 (the "Notes") issued pursuant to the Indenture. The offering is
described in the Prospectus Supplement, dated September 20, 2001 to the
Prospectus dated September 1, 2000, and the offering was made under the
registration statement on Form S-3 filed with the Securities and Exchange
Commission on September 1, 2000 which became effective on September 1, 2000 and
was assigned file number 333-36242.
The offering terminated on September 27, 2001 after the sale of all Notes
registered. The underwriters of the offering were Credit Suisse First Boston,
Salomon Smith Barney Inc. and Deutsche Bank Securities Inc. with respect to the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes, and Credit Suisse First Boston, with respect to the Class B Notes. A
total of $403,332,000 of Notes were registered, with an aggregate price to the
public of $403,295,405.29. All of the Notes were sold, for an aggregate
offering price to the public of $403,295,405.29.
In connection with the issuance and distribution of the Notes, from the
date the offering commenced through the date the offering terminated, the Bank
paid underwriting commissions and discounts of $786,344.80, and incurred other
expenses, including legal fees and costs and expenses, reasonably estimated to
be $585,000. All such other expenses were paid by direct or indirect payments
to persons other than (i) directors, officers or general partners of the Trust
or the Bank or their associates, (ii) persons owning ten percent or more of any
class equity securities of the Bank and (iii) affiliates of the Trust or the
Bank. After deducting the underwriting discount described above, the net
offering proceeds to the Bank before expenses are estimated to be
$402,509,060.49.
Of the net offering proceeds received by the Bank, $1,021,094.90 was used
to fund a reserve account; the remainder of such net proceeds will be used by
the Bank for general corporate purposes.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1. Underwriting Agreement, dated September 20, 2001,
between the Bank and Credit Suisse First Boston.
4.1. Indenture, dated as of September 1, 2001, between the
Trust and the Indenture Trustee.
4.2. Sale and Servicing Agreement, dated as of September 1,
2001, among the Trust, Chevy Chase and the Indenture Trustee.
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 BANK, F.S.B., on behalf of Chevy Chase Auto
Receivables Trust 2001-2
Registrant
By: /s/ Mark A. Holles
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Name: Mark A. Holles
Title: Group Vice President
Dated: October 5, 2001
EXHIBIT INDEX
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Exhibit No. Description
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1.1 Underwriting Agreement, dated September 1, 2001, between the
Bank and Credit Suisse First Boston.
4.1 Indenture, dated as of September 1, 2001, between the Trust
and the Indenture Trustee.
4.2 Sale and Servicing Agreement, dated as of September 1, 2001,
among the Trust, Chevy Chase and the Indenture Trustee.