ADVANTA NATIONAL BANK USA /PA/
8-K, 1996-06-11
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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<PAGE>   1

                       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) June 7, 1996


                      ADVANTA CreditCard Master Trust II
                              Advanta National Bank                
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
 <S>                                                <C>                                        <C>
                   United States                              33-99326                            23-2804492 
 ----------------------------------------------     ------------------------                   ----------------------
 (State or Other Jurisdiction of Incorporation)     (Commission File Number)                   (IRS Employer
                                                                                               Identification Number)
</TABLE>


<TABLE>
                  <S>                                                                          <C>
                               501 Carr Road
                           Wilmington, Delaware                                                   19809  
                 -----------------------------------------                                     ----------
                  (Address of Principal Executive Office)                                      (Zip Code)
</TABLE>

Registrant's telephone number, including area code (302) 791-4400


- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

                          Advanta National Bank USA
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

<TABLE>
 <S>                                                <C>                                        <C>
                   United States                              33-99326                            51-000900  
 ----------------------------------------------     ------------------------                   ----------------------
 (State or Other Jurisdiction of Incorporation)     (Commission File Number)                   (IRS Employer
                                                                                               Identification Number)
</TABLE>


<TABLE>
                  <S>                                                                          <C>
                        Brandywine Corporate Center
                              650 Naamans Road
                             Claymont, Delaware                                                   19703  
                  ----------------------------------------                                     ----------
                  (Address of Principal Executive Office)                                      (Zip Code)
</TABLE>


Registrant's telephone number, including area code (302) 791-4400


                          Colonial National Bank USA
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>   2
INFORMATION TO BE INCLUDED IN THE REPORT

Items 1-4.       Not Applicable

Item 5.          On June 10, 1996, the registrants made available to
                 prospective investors a series term sheet setting forth a
                 description of the collateral pool and the proposed structure
                 of $519,000,000 aggregate principal amount of Class A Floating
                 Rate Asset Backed Certificates, Series 1996-D and $33,000,000
                 aggregate principal amount of Class B Floating Rate Asset
                 Backed Certificates, Series 1996-D of ADVANTA Credit Card
                 Master Trust II.  The series term sheet is attached hereto as
                 Exhibit 99.

Item 6.          Not Applicable.

Item 7.          Exhibits.

                 The following is filed as an Exhibit to this Report under
Exhibit 99.

         Exhibit 99             Series Term Sheet dated June 7, 1996, with
                                respect to the proposed issuance of the Class A
                                Floating Asset Backed Certificates and the
                                Class B Floating Rate Asset Backed Certificates
                                of the ADVANTA Credit Card Master Trust II, 
                                Series 1996-D.
                                




                                       2
<PAGE>   3
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.

                                           ADVANTA NATIONAL BANK
                                           
                                           By: /s/ MICHAEL COCO      
                                              -----------------------
                                              Name:   Michael Coco
                                              Title:  Vice President
                                           


                                           ADVANTA NATIONAL BANK USA


                                           
                                           By: /s/ MICHAEL COCO      
                                              -----------------------
                                              Name:   Michael Coco
                                              Title:  Vice President





                                       3
<PAGE>   4
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                           Description                                                 Page
- -------                           -----------                                                 ----
<S>                       <C>
99                        Series Term Sheet dated June 7, 1996.                                 5
</TABLE>





                                       4

<PAGE>   1
 
                              SUBJECT TO REVISION
 
                      SERIES TERM SHEET DATED JUNE 7, 1996
ADVANTA CREDIT CARD MASTER TRUST II
$519,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-D
$33,000,000 Class B Floating Rate Asset Backed Certificates, Series 1996-D
 
ADVANTA NATIONAL BANK USA
Seller and Servicer
ADVANTA NATIONAL BANK
Seller
 
THE CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1996-D (THE "CLASS A
CERTIFICATES") AND THE CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES
1996-D (THE "CLASS B CERTIFICATES" AND, TOGETHER WITH THE CLASS A CERTIFICATES,
THE "CERTIFICATES") REPRESENT INTERESTS IN THE ADVANTA CREDIT CARD MASTER TRUST
II (THE "TRUST") AND DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF ADVANTA
CORP., ADVANTA NATIONAL BANK USA ("AUS"), ADVANTA NATIONAL BANK ("ANB" AND,
TOGETHER WITH AUS, THE "BANKS") OR ANY AFFILIATE THEREOF. A CERTIFICATE IS NOT A
DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE
"FDIC"). THE RECEIVABLES ARE NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
 
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT THE
CERTIFICATES, HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THE OFFERING OF THE CERTIFICATES. THE INFORMATION PROVIDED
HEREIN IS PRELIMINARY AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. PURCHASERS ARE URGED TO READ BOTH THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
 
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SALES
OF THE CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED
BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
 
Underwriters of the Class A Certificates
 
J.P. MORGAN & CO.
                LEHMAN BROTHERS
                                MERRILL LYNCH & CO.
                                             SALOMON BROTHERS INC
                                                        UBS SECURITIES
 
Underwriter of the Class B Certificates
 
J.P. MORGAN & CO.
<PAGE>   2
 
     This Series Term Sheet will be superseded in its entirety by the
information appearing in the Prospectus Supplement, the Prospectus and the
Series 1996-D Supplement referred to below.
 
TRUST.........................   The ADVANTA Credit Card Master Trust II (the
                                   "Trust"). The property of the Trust includes
                                   and will include a portfolio of receivables
                                   (the "Receivables") generated or to be
                                   generated from time to time under designated
                                   MasterCard* and VISA* credit card accounts or
                                   other consumer revolving credit card accounts
                                   (the "Accounts" and, together with the
                                   Receivables, the "Trust Portfolio") selected
                                   from the portfolio of consumer revolving
                                   credit card accounts owned by the Banks or
                                   affiliates of the Banks (the "Advanta
                                   Consumer Credit Card Portfolio"), all monies
                                   due in payment of the Receivables, and
                                   certain other property.
 
THE CERTIFICATES AND THE
COLLATERAL INTEREST...........   The Class A Floating Rate Asset Backed
                                   Certificates, Series 1996-D (the "Class A
                                   Certificates") and the Class B Floating Rate
                                   Asset Backed Certificates, Series 1996-D (the
                                   "Class B Certificates," together with the
                                   Class A Certificates, the "Certificates")
                                   will represent a specified undivided interest
                                   in the assets of the Trust allocated to the
                                   Certificates (the "Investor Interest"). The
                                   term "Class A Certificateholders" refers to
                                   holders of the Class A Certificates, the term
                                   "Class B Certificateholders" refers to
                                   holders of the Class B Certificates, the term
                                   "Certificateholders" refers to holders of the
                                   Certificates, and the term "Series" refers to
                                   any series of certificates issued by the
                                   Trust, including the series ("Series 1996-D")
                                   of which the Certificates form a part. The
                                   Certificates will be issued pursuant to the
                                   Amended and Restated Pooling and Servicing
                                   Agreement dated as of December 1, 1993, as
                                   amended and restated as of May 23, 1994, and
                                   as amended by Amendment Number 1 dated as of
                                   July 1, 1994, between Advanta National Bank
                                   USA (formerly known as Colonial National Bank
                                   USA) ("AUS"), as seller (in such capacity, a
                                   "Seller") and servicer (in such capacity, the
                                   "Servicer"), and Bankers Trust Company, as
                                   trustee (the "Trustee"), as further amended
                                   by Amendment Number 2 dated as of October 6,
                                   1995 among AUS, as Seller and Servicer,
                                   Advanta National Bank ("ANB" and, together
                                   with AUS, the "Banks") as seller (in such
                                   capacity, a "Seller" and together with AUS,
                                   the "Sellers") and the Trustee (the "Master
                                   Pooling and Servicing Agreement") and the
                                   Series 1996-D Supplement thereto (the
                                   "Supplement" and, together with the Master
                                   Pooling and Servicing Agreement, the "Pooling
                                   and Servicing Agreement" (unless the context
                                   otherwise requires)). In addition, an
                                   undivided interest in the Trust (the
                                   "Collateral Interest") will be issued
                                   concurrently with the issuance of the
                                   Certificates as part of this Series 1996-D in
                                   an initial amount of $48,000,000 (the
                                   "Collateral Initial Investor Amount"). The
                                   holder of the Collateral Interest is referred
                                   to as the "Collateral Interest Holder."
 
                                 The Trust's assets will be allocated among the
                                   Investor Interest, the Collateral Interest,
                                   the interests of the holders of other
 
- ---------------
 
* MasterCard and VISA are registered trademarks of MasterCard International
  Incorporated and VISA USA, Inc., respectively.
 
                                       S-2
<PAGE>   3
 
                                   Series and the interest of the holders of the
                                   seller certificates (the "Sellers'
                                   Interest"). The aggregate amount of Principal
                                   Receivables and amounts, if any, on deposit
                                   in a Trust account maintained pursuant to the
                                   Pooling and Servicing Agreement (the "Excess
                                   Funding Account") allocated to the
                                   Certificateholders and the Collateral
                                   Interest (the "Invested Amount") will be
                                   $500,000,000 (the "Initial Invested Amount")
                                   on the date of the initial issuance of the
                                   Certificates (the "Closing Date"). The
                                   Invested Amount is subject to increase during
                                   the Funding Period to the extent amounts are
                                   withdrawn from the Pre-Funding Account and
                                   paid to the Sellers in connection with an
                                   increase in the amount of principal
                                   Receivables in the Trust. The aggregate
                                   amount of principal Receivables and amounts,
                                   if any, on deposit in the Excess Funding
                                   Account allocated to the Class A
                                   Certificateholders (the "Class A Invested
                                   Amount") will be $432,500,000 on the Closing
                                   Date (the "Class A Initial Invested Amount").
                                   The aggregate amount of principal Receivables
                                   and amounts, if any, on deposit in the Excess
                                   Funding Account allocated to the Class B
                                   Certificateholders (the "Class B Invested
                                   Amount") will be $27,500,000 on the Closing
                                   Date (the "Class B Initial Invested Amount").
                                   The aggregate amount of principal Receivables
                                   and amounts, if any, on deposit in the Excess
                                   Funding Account allocated to the Collateral
                                   Interest (the "Collateral Invested Amount")
                                   will be $40,000,000 on the Closing Date (the
                                   "Collateral Initial Invested Amount"). During
                                   the Funding Period, the Class A Invested
                                   Amount, the Class B Invested Amount and the
                                   Collateral Invested Amount may increase under
                                   certain conditions as the Sellers' Interest
                                   is increased until the Class A Invested
                                   Amount is equal to $519,000,000, the Class B
                                   Invested Amount is equal to $33,000,000 and
                                   the Collateral Invested Amount is equal to
                                   $48,000,000.
 
RECEIVABLES...................   The aggregate amount of principal Receivables
                                   and finance charge Receivables in the
                                   Accounts as of April 30, 1996 equaled
                                   $7,260,315,553 and $75,317,231, respectively.
 
INTEREST......................   Class A Certificate Rate: One-month LIBOR plus
                                      %. Class B Certificate Rate: One-month
                                 LIBOR plus      %.
 
                                 Interest on the Certificates will be
                                   distributed on the 15th day of each calendar
                                   month or, if such day is not a Business Day,
                                   on the next succeeding Business Day (each, a
                                   "Distribution Date"), commencing August 15,
                                   1996, in an amount equal to the product of
                                   (i) (a) the actual number of days in the
                                   period from the preceding Distribution Date
                                   (or in the case of the August 1996
                                   Distribution Date, the Closing Date) through
                                   the day preceding such Distribution Date
                                   divided by 360, times (b) the Class A
                                   Certificate Rate or Class B Certificate Rate,
                                   as applicable, and (ii) the outstanding
                                   principal amount of the Class A Certificates
                                   or the outstanding principal amount of the
                                   Class B Certificates, as applicable, as of
                                   the last day of the preceding calendar month
                                   (or, in the case of the August 1996
                                   Distribution Date, as of the Closing Date).
                                   "LIBOR" means the London interbank offered
                                   quotations for one-month United States dollar
                                   deposits prevailing on the related date that
                                   LIBOR is determined. The Trustee will
                                   determine LIBOR on the second Business Day
                                   prior to the
 
                                       S-3
<PAGE>   4
 
                                   Closing Date for the period from the Closing
                                   Date through July 14, 1996, and on July 11,
                                   1996 for the period from July 15, 1996
                                   through the day preceding the August 1996
                                   Distribution Date, and on the second Business
                                   Day prior to each Distribution Date for the
                                   period from and including such Distribution
                                   Date through the day preceding the next
                                   succeeding Distribution Date. The term
                                   "Business Day" means any day other than a
                                   Saturday, Sunday or a day on which banking
                                   institutions in New York, New York, Claymont,
                                   Delaware, or Philadelphia, Pennsylvania (or,
                                   with respect to the determination of LIBOR,
                                   London, England) or any other state in which
                                   the principal executive offices of AUS, ANB
                                   or any Additional Seller are located, are
                                   authorized or obligated by law, executive
                                   order or governmental decree to be closed.
 
THE CASH COLLATERAL ACCOUNT...   A cash collateral account (the "Cash Collateral
                                   Account") will be held in the name of the
                                   Trustee for the benefit of the
                                   Certificateholders and the Collateral
                                   Interest Holder. The Cash Collateral Account
                                   will have a beginning balance of $12,000,000
                                   which may be increased (i) under certain
                                   circumstances, and subject to certain
                                   conditions described herein, in connection
                                   with the application of collections of
                                   principal Receivables to decrease the
                                   Collateral Invested Amount and (ii) to the
                                   extent certain collections allocable to
                                   Series 1996-D are required to be deposited
                                   therein. On each Distribution Date, the
                                   amount available to be withdrawn from the
                                   Cash Collateral Account to make payments with
                                   respect to the Certificates (the "Available
                                   Cash Collateral Amount") will be equal to the
                                   least of (i) the amount on deposit in the
                                   Cash Collateral Account, (ii) the Required
                                   Enhancement Amount and (iii) the Invested
                                   Amount.
 
AMOUNTS AVAILABLE AS
ENHANCEMENT...................   On each Distribution Date, the amount of
                                   enhancement (the "Enhancement") available to
                                   the Certificateholders will equal the lesser
                                   of (i) the sum of the Collateral Invested
                                   Amount plus the Pre-Funded Amount allocable
                                   to the Collateral Interest and the amount, if
                                   any, on deposit in the Cash Collateral
                                   Account (the "Available Enhancement Amount")
                                   and (ii) the Required Enhancement Amount. The
                                   "Required Enhancement Amount" with respect to
                                   any Distribution Date means, subject to
                                   certain limitations more fully described
                                   herein, the greater of (i) the product of (a)
                                   the sum of (I) the sum of the Class A
                                   Invested Amount and the Pre-Funded Amount
                                   allocable to the Class A Certificates and
                                   (II) the sum of the Class B Invested Amount
                                   and the Pre-Funded Amount allocable to the
                                   Class B Certificates, each as of such
                                   Distribution Date after taking into account
                                   distributions made on such Distribution Date,
                                   minus the amount of funds on deposit in the
                                   Cash Collateral Account after taking into
                                   account all deposits and withdrawals on such
                                   Distribution Date, and (b) a fraction, the
                                   numerator of which is 10% and the denominator
                                   of which is the excess of 100% over 10% and
                                   (ii) the sum of (A) the product of (I)
                                   $600,000,000, (II) 1% and (III) a fraction
                                   the numerator of which is equal to the
                                   Available Cash Collateral Amount as of the
                                   immediately preceding Distribution Date and
                                   the denominator of which is the Total
                                   Enhancement for such Distribution Date and
                                   (B) the product of (I) $600,000,000, (II) 3%
                                   and (III) a fraction the
 
                                       S-4
<PAGE>   5
 
                                   numerator of which is equal to the Collateral
                                   Invested Amount as of the immediately
                                   preceding Distribution Date and the
                                   denominator of which is the Total Enhancement
                                   for such Distribution Date, subject to
                                   certain limitations. "Total Enhancement" with
                                   respect to any Distribution Date means the
                                   sum of the Available Cash Collateral Amount
                                   and the Collateral Invested Amount plus the
                                   Pre-Funded Amount allocable to the Collateral
                                   Interest as of the immediately preceding
                                   Distribution Date.
 
FUNDING PERIOD................   During the period from and including the
                                   Closing Date to but excluding the earlier of
                                   (i) the commencement of the rapid
                                   amortization period, (ii) the date on which
                                   the Invested Amount first equals $600,000,000
                                   and (iii) September 30, 1996 (the "Funding
                                   Period"), the Pre-Funded Amount will be
                                   maintained in a trust account to be
                                   established with the Trustee (the "Pre-
                                   Funding Account"). The "Pre-Funded Amount"
                                   means the principal amount on deposit in the
                                   Pre-Funding Account, which initially will
                                   equal $100,000,000. Funds on deposit in the
                                   Pre-Funding Account will be invested by the
                                   Trustee in certain eligible investments.
 
                                 During the Funding Period, funds on deposit in
                                   the Pre-Funding Account will be withdrawn on
                                   a monthly basis to the extent of any
                                   increases in the Invested Amount as a result
                                   of an increase in the amount of principal
                                   Receivables in the Trust; provided, however,
                                   that the Invested Amount will in no event
                                   exceed $600,000,000 or increase by an amount
                                   in excess of the Pre-Funded Amount
                                   immediately prior to giving effect to such
                                   increase. Should the Pre-Funded Amount be
                                   greater than zero at the end of the Funding
                                   Period, the amounts remaining on deposit in
                                   the Pre-Funding Account will be payable pro
                                   rata to the Class A Certificateholders, the
                                   Class B Certificateholders and the Collateral
                                   Interest Holder on the next succeeding
                                   Distribution Date and result in a reduction
                                   in the outstanding principal balance of the
                                   Certificates and the Collateral Interest.
 
PRINCIPAL.....................   The principal of the Class A Certificates and
                                   the Class B Certificates is scheduled to be
                                   paid on the Class A Expected Final Payment
                                   Date and the Class B Expected Final Payment
                                   Date, respectively, but may be paid earlier
                                   or later, or monthly on each Distribution
                                   Date, under certain circumstances.
 
CLASS A EXPECTED FINAL
  DISTRIBUTION DATE...........   The December 2002 Distribution Date.
 
CLASS B EXPECTED FINAL
  DISTRIBUTION DATE...........   The January 2003 Distribution Date.
 
SUBORDINATION OF THE CLASS B
  CERTIFICATES AND THE
  COLLATERAL INTEREST.........   The Class B Certificates will be subordinated
                                   to the extent necessary to fund certain
                                   payments with respect to the Class A
                                   Certificates. In addition, the Collateral
                                   Interest will be subordinated to the extent
                                   necessary to fund certain payments with
                                   respect to the Certificates. If the
                                   Collateral Invested Amount and the amount on
                                   deposit in the Cash Collateral Account are
                                   reduced to zero, the Class B
                                   Certificateholders will bear directly the
                                   credit and other risks associated with their
                                   undivided interest
 
                                       S-5
<PAGE>   6
 
                                   in the Trust. To the extent the Class B
                                   Invested Amount is reduced, and is not
                                   reinstated, the amount of principal
                                   distributable to the Class B
                                   Certificateholders will be reduced.
 
ERISA CONSIDERATIONS..........   Under the regulations issued by the Department
                                   of Labor, the Trust's assets would not be
                                   deemed "plan assets" of any employee benefit
                                   plan holding interests in the Class A
                                   Certificates if certain conditions are met,
                                   such that the Class A Certificates would
                                   constitute "publicly-offered securities,"
                                   including that interests in the Class A
                                   Certificates be held by at least 100 persons
                                   independent of the Sellers and each other
                                   upon completion of the public offering being
                                   made hereby. The Class A underwriters expect,
                                   although no assurance can be given, that
                                   interests in the Class A Certificates will be
                                   held by at least 100 such persons, and it is
                                   anticipated that the other conditions of the
                                   "publicly-offered security" exception
                                   contained in the regulations will be met. If
                                   the Trust's assets were deemed to be "plan
                                   assets" of such a plan, there is uncertainty
                                   as to whether existing exemptions from the
                                   "prohibited transaction" rules of the
                                   Employee Retirement Income Security Act of
                                   1974, as amended ("ERISA"), would apply to
                                   all transactions involving the Trust's
                                   assets. Accordingly, employee benefit plans
                                   contemplating purchasing interests in the
                                   Class A Certificates should consult their
                                   counsel before making a purchase.
 
                                 The Class B underwriter currently does not
                                   expect that the Class B Certificates will be
                                   held by at least 100 such persons and,
                                   therefore, does not expect that such Class B
                                   Certificates will qualify as publicly-offered
                                   securities under the regulation referred to
                                   in the preceding paragraph. Accordingly, the
                                   Class B Certificates may not be acquired by
                                   (a) any employee benefit plan that is subject
                                   to ERISA, (b) any plan or other arrangement
                                   (including an individual retirement account
                                   or Keogh plan) that is subject to Section
                                   4975 of the Code, or (c) any entity whose
                                   underlying assets include "plan assets" under
                                   the regulation by reason of any such plan's
                                   investment in the entity. By its acceptance
                                   of a Class B Certificate, each Class B
                                   Certificateholder will be deemed to have
                                   represented and warranted that it is not
                                   subject to the foregoing limitation.
 
CERTIFICATE RATINGS...........   It is a condition to the issuance of the Class
                                   A Certificates that they be rated in the
                                   highest rating category by at least one
                                   nationally recognized rating agency.
 
                                 It is a condition to the issuance of the Class
                                   B Certificates that they be rated in one of
                                   the three highest rating categories by at
                                   least one nationally recognized rating
                                   agency.
 
                                       S-6
<PAGE>   7
 
                     COMPOSITION AND HISTORICAL PERFORMANCE
                 OF THE ADVANTA CONSUMER CREDIT CARD PORTFOLIO
 
DELINQUENCIES AND LOSS EXPERIENCE
 
     The following tables set forth the delinquency and loss experience for each
of the periods shown for the Advanta Consumer Credit Card Portfolio. As of April
30, 1996, the Advanta Consumer Credit Card Portfolio includes receivables from
accounts the receivables of which were transferred to trusts similar to the
Trust in an aggregate amount equal to $2.7 billion ("Prior Securitizations"). As
of April 30, 1996, the Advanta Consumer Credit Card Portfolio also includes
approximately $7,336 million of receivables from accounts the receivables of
which were transferred by the Banks to the Trust. Additional Accounts have been
designated for inclusion in the Trust from time to time (the "Master Trust II
Sales"). The Accounts in the Trust Portfolio have been selected from accounts in
the Advanta Consumer Credit Card Portfolio based on certain eligibility criteria
specified in the Pooling and Servicing Agreement. There can be no assurance that
the delinquency and loss experience for the Receivables will be similar to the
historical experience set forth below.
 
                             DELINQUENCY EXPERIENCE
                     ADVANTA CONSUMER CREDIT CARD PORTFOLIO
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                    AS OF               AS OF DECEMBER 31,
                                                  MARCH 31,    ------------------------------------
                                                    1996          1995         1994         1993
                                                 -----------   ----------   ----------   ----------
<S>                                              <C>           <C>          <C>          <C>
Receivables Outstanding(1)(2)..................  $11,670,089   $9,984,291   $6,535,664   $3,922,086
Receivables Contractually Delinquent as a
  Percentage of Receivables Outstanding:
  30-59 days...................................         1.10%        1.12%        0.89%        0.96%
  60-89 days...................................         0.56         0.57         0.44         0.54
  90 or more days..............................         1.01         0.95         0.71         0.89
                                                  ----------   ----------   ----------   ----------
          Total................................         2.67%        2.64%        2.04%        2.39%
                                                  ==========   ==========   ==========   ==========
</TABLE>
 
- ---------------
(1) Includes the receivables transferred in connection with the Prior
    Securitizations and Master Trust II Sales.
 
(2) Receivables Outstanding consists of all amounts due from cardholders as
    posted to the accounts.
 
                                LOSS EXPERIENCE
                     ADVANTA CONSUMER CREDIT CARD PORTFOLIO
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                 THREE MONTHS
                                                    ENDED             YEAR ENDED DECEMBER 31,
                                                  MARCH 31,     ------------------------------------
                                                     1996          1995         1994         1993
                                                 ------------   ----------   ----------   ----------
<S>                                              <C>            <C>          <C>          <C>
Average Receivables Outstanding(1)(2)..........  $ 10,599,363   $7,677,833   $4,675,005   $3,012,060
Gross Losses(3)................................        87,506      205,715      126,557      115,835
Recoveries.....................................         3,535       12,874       11,339        9,869
Net Losses.....................................        83,971      192,841      115,218      105,966
Net Losses as a Percentage of Average
  Receivables Outstanding......................         3.17%(4)      2.51%       2.46%        3.52%
</TABLE>
 
- ---------------
(1) Includes the receivables transferred in connection with the Prior
    Securitizations and Master Trust II Sales.
 
(2) Average Receivables Outstanding is the sum of receivables outstanding at the
    beginning and end of each month during the period indicated, divided by
    twice the number of months in the period indicated.
 
                                       S-7
<PAGE>   8
 
(3) Total Gross Losses are presented net of adjustments made pursuant to AUS's
    normal servicing procedures, including removal of incorrect or disputed
    finance charges and reversal of annual cardholder fees on cardholder
    accounts which have been closed. Losses do not include accrued finance
    charges that have been written off or fraud losses.
 
(4) Annualized.
 
COMPOSITION OF THE ACCOUNTS IN THE TRUST PORTFOLIO
 
     The Receivables (including receivables in the additional Accounts the
receivables of which were conveyed to the Trust on May 1, 1996 and May 13, 1996,
and which will not be conveyed to the Trust until the Closing Date), as of April
30, 1996 totalled $8,528,336,711 in 3,913,733 Accounts. The Accounts had an
average credit limit of $5,966. The percentage of the aggregate total Receivable
balance to the aggregate total credit limit was 36.5%. The average age of the
Accounts was approximately 16.8 months.
 
     The following tables summarize the Trust Portfolio (including receivables
in the additional Accounts the receivables of which were conveyed to the Trust
on May 1, 1996 and May 13, 1996, and which will not be conveyed to the Trust
until the Closing Date) by various criteria as of the close of business on April
30, 1996. Because the future composition of the Trust Portfolio may change over
time, these tables are not necessarily indicative of future results.
 
                         COMPOSITION BY ACCOUNT BALANCE
                                TRUST PORTFOLIO
 
<TABLE>
<CAPTION>
                                                          PERCENTAGE
                                                          OF TOTAL                         PERCENTAGE
                                            NUMBER OF     NUMBER OF                         OF TOTAL
             ACCOUNT BALANCE                ACCOUNTS      ACCOUNTS       RECEIVABLES       RECEIVABLES
- ------------------------------------------  ---------     ---------     --------------     -----------
<S>                                         <C>           <C>           <C>                <C>
Credit balance............................     63,933         1.6%      $   (5,387,405)        (0.1)%
$0.00.....................................  1,114,385        28.5                    0          0.0
$0.01 to $1,000.00........................    672,382        17.2          244,946,650          2.9
$1,000.01 to $2,500.00....................    556,942        14.2          976,188,506         11.4
$2,500.01 to $5,000.00....................    913,658        23.4        3,479,219,570         40.8
$5,000.01 to $7,500.00....................    485,555        12.4        2,922,596,359         34.3
Over $7,500.00............................    106,878         2.7          910,773,031         10.7
                                            ---------     ---------     --------------     -----------
Total.....................................  3,913,733       100.0%      $8,528,336,711        100.0%
                                             ========     ========       =============     ========
</TABLE>
 
                          COMPOSITION BY CREDIT LIMIT
                                TRUST PORTFOLIO
 
<TABLE>
<CAPTION>
                                                          PERCENTAGE
                                                          OF TOTAL                         PERCENTAGE
                                            NUMBER OF     NUMBER OF                         OF TOTAL
           CREDIT LIMIT BALANCE             ACCOUNTS      ACCOUNTS       RECEIVABLES       RECEIVABLES
- ------------------------------------------  ---------     ---------     --------------     -----------
<S>                                         <C>           <C>           <C>                <C>
$0.00 to $1,000.00........................    119,839         3.1%      $   13,783,357          0.2%
$1,000.01 to $2,500.00....................    294,055         7.5          276,426,718          3.2
$2,500.01 to $5,000.00....................  1,100,808        28.1        2,150,780,220         25.2
$5,000.01 to $7,500.00....................  1,557,862        39.8        3,784,959,278         44.4
Over $7,500.00............................    841,169        21.5        2,302,387,138         27.0
                                            ---------     ---------     --------------     -----------
Total.....................................  3,913,733       100.0%      $8,528,336,711        100.0%
                                             ========     ========       =============     ========
</TABLE>
 
                                       S-8
<PAGE>   9
 
                      COMPOSITION BY PERIOD OF DELINQUENCY
                                TRUST PORTFOLIO
 
<TABLE>
<CAPTION>
                                                          PERCENTAGE
                                                           OF TOTAL                         PERCENTAGE
          PERIOD OF DELINQUENCY             NUMBER OF     NUMBER OF                          OF TOTAL
     (DAYS CONTRACTUALLY DELINQUENT)        ACCOUNTS       ACCOUNTS       RECEIVABLES       RECEIVABLES
- ------------------------------------------  ---------     ----------     --------------     -----------
<S>                                         <C>           <C>            <C>                <C>
Not Delinquent............................  3,737,550         95.5%      $7,915,188,334         92.8%
1 to 29 days..............................    122,117          3.1          413,261,456          4.8
30 to 59 days.............................     21,628          0.6           75,733,983          0.9
60 to 89 days.............................     11,576          0.3           43,993,128          0.5
90 to 119 days............................      8,431          0.2           31,679,063          0.4
120 to 149 days...........................      6,070          0.2           23,088,494          0.3
150 to 179 days...........................      4,996          0.1           19,370,907          0.2
180 or more...............................      1,365          0.0            6,021,346          0.1
                                            ---------     ----------     --------------     -----------
Total.....................................  3,913,733        100.0%      $8,528,336,711        100.0%
                                             ========     ========        =============     ========
</TABLE>
 
                           COMPOSITION BY ACCOUNT AGE
                                TRUST PORTFOLIO
 
<TABLE>
<CAPTION>
                                                          PERCENTAGE
                                                           OF TOTAL                         PERCENTAGE
                   AGE                      NUMBER OF     NUMBER OF                          OF TOTAL
               (IN MONTHS)                  ACCOUNTS       ACCOUNTS       RECEIVABLES       RECEIVABLES
- ------------------------------------------  ---------     ----------     --------------     -----------
<S>                                         <C>           <C>            <C>                <C>
0 to 6 months.............................    869,750         22.2%      $2,410,602,698         28.3%
Over 6 to 12 months.......................    855,264         21.8        1,936,608,676         22.7
Over 12 to 24 months......................  1,408,190         36.0        2,893,051,438         33.9
Over 24 to 36 months......................    383,183          9.8          740,535,263          8.7
Over 36 to 60 months......................     26,812          0.7           37,974,642          0.4
Over 60 months............................    370,534          9.5          509,563,994          6.0
                                            ---------     ----------     --------------     -----------
Total.....................................  3,913,733        100.0%      $8,528,336,711        100.0%
                                             ========     ========        =============     ========
</TABLE>
 
                                       S-9
<PAGE>   10
 
              GEOGRAPHIC DISTRIBUTION OF ACCOUNTS AND RECEIVABLES
                                TRUST PORTFOLIO*
 
<TABLE>
<CAPTION>
                                                           PERCENTAGE
                                              NUMBER       OF TOTAL                         PERCENTAGE
                                                OF         NUMBER OF                         OF TOTAL
                  STATE                      ACCOUNTS      ACCOUNTS       RECEIVABLES       RECEIVABLES
- ------------------------------------------   ---------     ---------     --------------     -----------
<S>                                          <C>           <C>           <C>                <C>
Alabama...................................      47,014         1.2%      $   95,942,958          1.1%
Alaska....................................       6,471         0.2           16,750,150          0.2
Arizona...................................      55,391         1.4          127,977,442          1.5
Arkansas..................................      33,427         0.9           76,622,824          0.9
California................................     570,576        14.6        1,342,823,650         15.7
Colorado..................................      68,558         1.8          146,317,708          1.7
Connecticut...............................      52,574         1.4          116,205,151          1.4
Delaware..................................      13,434         0.4           29,389,592          0.3
District of Columbia......................       8,092         0.2           17,403,471          0.2
Florida...................................     236,443         6.0          499,965,326          5.9
Georgia...................................      84,281         2.2          182,487,644          2.1
Hawaii....................................      14,322         0.4           32,122,730          0.4
Idaho.....................................      16,759         0.4           35,867,893          0.4
Illinois..................................     165,459         4.2          337,362,260          4.0
Indiana...................................      84,799         2.2          179,526,356          2.1
Iowa......................................      45,473         1.2           88,337,877          1.0
Kansas....................................      38,917         1.0           90,010,688          1.1
Kentucky..................................      38,150         1.0           77,483,450          0.9
Louisiana.................................      51,008         1.3          101,851,110          1.2
Maine.....................................         743         0.0            1,626,421          0.0
Maryland..................................      86,723         2.2          191,732,765          2.3
Massachusetts.............................     103,662         2.7          221,845,564          2.6
Michigan..................................     134,449         3.4          304,976,228          3.6
Minnesota.................................      85,857         2.2          174,658,711          2.0
Mississippi...............................      25,157         0.6           50,948,693          0.6
Missouri..................................      76,662         2.0          166,256,584          1.9
Montana...................................      11,855         0.3           23,829,936          0.3
Nebraska..................................      23,152         0.6           47,465,414          0.6
Nevada....................................      28,578         0.7           69,127,464          0.8
New Hampshire.............................      17,556         0.4           40,471,801          0.5
New Jersey................................     146,858         3.8          315,487,614          3.7
New Mexico................................      20,751         0.5           45,631,714          0.5
New York..................................     314,511         8.0          702,347,638          8.2
North Carolina............................      79,503         2.0          161,577,753          1.9
North Dakota..............................       8,772         0.2           17,085,736          0.2
Ohio......................................     153,365         3.9          319,951,790          3.8
Oklahoma..................................      43,422         1.1           99,027,611          1.2
Oregon....................................      48,088         1.2          102,280,953          1.2
Pennsylvania..............................     169,041         4.3          333,645,083          3.9
Rhode Island..............................      16,931         0.4           37,324,799          0.4
South Carolina............................      38,342         1.0           78,418,146          0.9
South Dakota..............................       9,004         0.2           18,378,779          0.2
Tennessee.................................      70,479         1.8          144,229,048          1.7
Texas.....................................     246,477         6.3          575,641,440          6.8
Utah......................................      24,656         0.6           49,436,704          0.6
Vermont...................................       8,139         0.2           17,489,292          0.2
Virginia..................................      93,648         2.4          200,863,552          2.4
Washington................................      83,654         2.1          193,338,068          2.3
West Virginia.............................      18,332         0.5           36,474,505          0.4
Wisconsin.................................      81,793         2.1          165,208,274          1.9
Wyoming...................................       7,060         0.2           15,569,507          0.2
All Others................................       5,365         0.1           11,540,844          0.1
                                             ---------     ---------     --------------     -----------
Total.....................................   3,913,733       100.0%      $8,528,336,711        100.0%
                                              ========     ========       =============     ========
</TABLE>
 
- ---------------
* Based on billing addresses as of April 30, 1996.
 
                                      S-10
<PAGE>   11
 
SUMMARY OF MONTHLY PAYMENT RATES
 
     The following table sets forth the highest and lowest cardholder monthly
payment rates for the Advanta Consumer Credit Card Portfolio during any month in
the periods shown and the average of the cardholder monthly payment rates for
all months during the period shown, in each case calculated as a percentage of
total opening monthly account balances during the periods shown. Payments shown
in the table include amounts which would be deemed payments of principal
Receivables and finance charge Receivables with respect to the Accounts.
 
                             MONTHLY PAYMENT RATES
                     ADVANTA CONSUMER CREDIT CARD PORTFOLIO
 
<TABLE>
<CAPTION>
                                                         THREE MONTHS
                                                            ENDED         YEAR ENDED DECEMBER 31,
                                                          MARCH 31,      -------------------------
                                                             1996        1995      1994      1993
                                                         ------------    -----     -----     -----
<S>                                                      <C>             <C>       <C>       <C>
Lowest.................................................       9.36%       9.29%    11.55%    13.22%
Highest................................................      10.23%      12.42%    14.25%    15.57%
Monthly Average........................................       9.88%      10.73%    12.98%    14.39%
</TABLE>
 
                        RECEIVABLE YIELD CONSIDERATIONS
 
     The yield on the Advanta Consumer Credit Card Portfolio for the three
months ended March 31, 1996 and for each of the three years in the period ended
December 31, 1995 is set forth in the following table. The historical yield
figures in the table are calculated on an accrual basis. Collections on the
Receivables will be on a cash basis and may not reflect the historical yield
experience in the table. For example, during periods of increasing
delinquencies, accrual yields may exceed cash yields as amounts collected on
credit card receivables lag behind amounts accrued and billed to cardholders.
Conversely, as delinquencies decrease, cash yields may exceed accrual yields as
amounts collected in a current period may include amounts accrued during prior
periods. Yield on both an accrual and a cash basis will be affected by numerous
factors, including the finance charges on the Receivables, the amount of the
annual cardholder fee and other fees and charges, changes in the delinquency
rate on the Receivables and the percentage of cardholders who pay their balances
in full each month and do not incur finance charges. There can be no assurance
that the revenue from finance charges and fees for the Receivables will be
similar to the historical experience set forth below. See "Risk Factors" in the
Prospectus.
 
                     REVENUE FROM FINANCE CHARGES AND FEES
                   ADVANTA CONSUMER CREDIT CARD PORTFOLIO(1)
 
<TABLE>
<CAPTION>
                                                     THREE MONTHS
                                                        ENDED             YEAR ENDED DECEMBER 31,
                                                      MARCH 31,       -------------------------------
                                                       1996(2)        1995(2)     1994(2)     1993(2)
                                                     ------------     -------     -------     -------
<S>                                                  <C>              <C>         <C>         <C>
Average Monthly Accrued Fees and
  Charges(3)(4)....................................     $29.94        $27.03      $22.98      $21.62
Average Account Balance(5).........................      2,783         2,435       2,044       1,761
Yield From Fees and Charges(3)(4)..................      12.91%(6)     13.32%      13.49%      14.73%
</TABLE>
 
- ---------------
(1) The figures shown do not include revenue attributable to Interchange.
 
(2) Includes the receivables transferred in connection with the Prior
    Securitizations and Master Trust II Sales.
 
(3) Fees and Charges are comprised of finance charges, annual cardholder fees
    and certain other service charges.
 
(4) Average Monthly Accrued Fees and Charges and Yield from Fees and Charges are
    presented net of adjustments made pursuant to AUS's normal servicing
    procedures, including removal of incorrect or disputed finance charges and
    reversal of finance charges accrued on charged off accounts.
 
                                      S-11
<PAGE>   12
 
(5) Average Account Balance includes purchases, cash advances and billed and
    unpaid finance and other charges, and is calculated based on the average of
    the opening monthly account balances for accounts with balances during the
    periods shown.
 
(6) Annualized.
 
     The yield for the Advanta Consumer Credit Card Portfolio shown in the above
table is comprised of three components: finance charges, annual cardholder fees
and other service charges, such as late charges. The yield related to annual
cardholder fees (on those accounts which assess such fees) and other service
charges varies with the type and volume of activity in, and the balance of each
account. The Banks currently assess annual cardholder fees of $10 to $50 for
certain of its credit card accounts. Most accounts originated since March 1987
do not carry an annual cardholder fee. As account balances increase, an annual
cardholder fee, which remains constant, represents a smaller percentage of the
aggregate account balance.
 
     The decline in portfolio yield demonstrated in the above table is the
result of the Banks' focus on the direct solicitation of low rate, prime rate
and London interbank offered rate based, no annual fee credit card accounts and
the fluctuations in the prime rate during the period shown. Certain of the most
recently originated credit card accounts have a lower introductory rate which
might have the effect of lowering finance charge income on such accounts below
the level indicated in the above table. The Trust Portfolio contains a greater
proportion of receivables arising under such accounts than does the Advanta
Consumer Credit Card Portfolio.
 
                                      S-12


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