SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC  20549

 

FORM 10-Q/A

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

 

**Commission File Number: 001-12477**

 

**CHEVY CHASE PREFERRED CAPITAL CORPORATION**

(Exact name of registrant as specified in its charter)

 

|   | **Maryland** | **52-1998335** |
|--------|--------------|----------------|

|   | (State or other jurisdiction of | (I.R.S. Employer |
|--------|---------------------------------|------------------|

|   | incorporation or organization) | Identification No.) |
|--------|--------------------------------|---------------------|

 

**7501 Wisconsin Avenue**

**Bethesda, Maryland 20814**

(Address of principal executive offices) (Zip Code)

 

**(301) 987-2265**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has 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 [ | ] |
|----------|------|---|

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

| Large accelerated filer[ | ] | Accelerated filer[ | ] | Non-accelerated filer[ X ] | Smaller reporting company  [ | ] |
|--------------------------|---|--------------------|---|----------------------------|------------------------------|---|

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

| Yes[ | ] | No [ X ] |
|------|---|----------|

 

The number of shares outstanding of the registrant’s sole class of common stock was 100 shares, $1.00 par value per share, as of April 30, 2008.  All of such shares were owned by Chevy Chase Bank, F.S.B.; therefore, no common stock was held by non-affiliates.

 

 

Explanatory Note

 

This Amendment No. 1 on Form 10-Q/A amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which the Registrant previously filed with the Securities and Exchange Commission on May 12, 2008. The Registrant is filing this amendment for the sole purpose of including corrected CEO and CFO certifications, which contain information that had been inadvertently omitted from the CEO and CFO certifications included in the Form 10-Q.

**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 thereunto duly authorized.

 

CHEVY CHASE PREFERRED CAPITAL CORPORATION

|   | (Registrant) |
|--------|--------------|

 

 

 

| November 14, 2008 | By: | /s/ STEPHEN R. HALPIN, JR. |
|-------------------|-----|----------------------------|

|   | Stephen R. Halpin, Jr. |
|--------|------------------------|

Director, Executive Vice President, 

Treasurer and Chief Financial Officer

|   | (Principal Financial Officer) |
|--------|-------------------------------|

 

 

| November 14, 2008 | By: | /s/ JOEL A. FRIEDMAN |
|-------------------|-----|----------------------|

|   | Joel A. Friedman |
|--------|------------------|

|   | Senior Vice President and Controller |
|--------|--------------------------------------|

|   | (Principal Accounting Officer) |
|--------|--------------------------------|

 

 

Exhibit 31.1

 

**CERTIFICATION**

 

I, B. Francis Saul II, certify that:

|   | 1. | I have reviewed this quarterly report on Form 10-Q/A for the three and six months ended March 31, 2008 of Chevy Chase Preferred Capital Corporation; |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

(a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and 

(d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

|   | 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

(a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which  are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

| November 14, 2008 | /s/ B. FRANCIS SAUL II |
|-------------------|------------------------|

|   | B. Francis Saul II |
|--------|--------------------|

|   | Chairman and Chief Executive Officer |
|--------|--------------------------------------|

 

 

Exhibit 31.2

 

**CERTIFICATION**

 

I, Stephen R. Halpin, Jr., certify that:

|   | 1. | I have reviewed this quarterly report on Form 10-Q/A for the three and six months ended March 31, 2008 of Chevy Chase Preferred Capital Corporation; |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

(a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  evaluated the effectiveness of the registrant's disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and 

(d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

|   | 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

(a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

| November 14, 2008 | /s/ STEPHEN R. HALPIN, JR. |
|-------------------|----------------------------|

|   | Stephen R. Halpin, Jr. |
|--------|------------------------|

|   | Executive Vice President, Treasurer |
|--------|-------------------------------------|

|   | and Chief Financial Officer |
|--------|-----------------------------|

 

 

Exhibit 32.1

 

 

**CERTIFICATION OF CHIEF EXECUTIVE OFFICER**

 

**PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

The undersigned, B. Francis Saul II, the Chairman and Chief Executive Officer of Chevy Chase Preferred Capital Corporation (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q/A for the three and six months ended March 31, 2008 (the "Report").  The undersigned hereby certifies that:

 

(1)     the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

| November 14, 2008 | /s/ B. FRANCIS SAUL II |
|-------------------|------------------------|
|   | B. Francis Saul II |
|--------|--------------------|

|   | Chairman and Chief Executive Officer |
|--------|--------------------------------------|

 

 

 

 

 

 

 

 

 

 

Exhibit 32.2

 

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

**PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

The undersigned, Stephen R. Halpin, Jr., the Executive Vice President, Treasurer and Chief Financial Officer of Chevy Chase Preferred Capital Corporation (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q/A for the three and six months ended March 31, 2008 (the "Report").  The undersigned hereby certifies that:

 

(1)     the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

| November 14, 2008 | /s/ STEPHEN R. HALPIN, JR. |
|-------------------|----------------------------|

|   | Stephen R. Halpin, Jr. |
|--------|------------------------|

|   | Executive Vice President, Treasurer |
|--------|-------------------------------------|

and Chief Financial Officer