SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
---------------------
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1996 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to ________
Commission File No. 33-73828
Advanta National Bank USA
(with respect to ADVANTA Master Credit Card Trust)
(Exact name of Registrant as specified in its Charter)
United States of America 5l-0009000
------------------------------- ---------------------------
(State or other Jurisdiction (I.R.S. Identification No.)
of incorporation)
Brandywine Corporate Center, 650 Naamans Road, Claymont, DE 19703
- ----------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (302) 791-4400.
Securities registered pursuant to Section l2(b) of the Act:
Name of each exchange on
Title of each class which registered
None N/A
Securities registered pursuant to Section l2(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing (See
definition of affiliate in Rule 405): None
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date: None.
<PAGE>
Documents Incorporated By Reference:
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 425(b) or
(e) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g. annual report to security holders
for fiscal year ended December 24, 1980).
Document Form 10-K Reference
- -------- -------------------
Current Reports on Form 8-K Part I, Item 2
filed between February 15, 1996
and January 15, 1997
<PAGE>
TABLE OF CONTENTS
Page
PART I
Item l. Business.........................................................1
Item 2. Properties.......................................................1
Item 3. Legal Proceedings................................................2
Item 4. Submission of Matters to a Vote of
Security Holders.................................................2
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters.................................2
Item 6. Selected Financial Data..........................................2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................2
Item 8. Financial Statements and Supplementary Data......................2
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure..............................2
PART III
Item l0. Directors and Executive Officers of
the Registrant...................................................2
Item ll. Executive Compensation...........................................2
Item l2. Security Ownership of Certain Beneficial
Owners and Management............................................3
Item l3. Certain Relationships and Related
Transactions.....................................................8
PART IV
Item l4. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K..........................................8
SIGNATURES................................................................9
EXHIBITS.................................................................11
<PAGE>
PART I
Item l. Business
Not applicable.
Item 2. Properties
The information set forth in the Current Reports on Form 8-K dated
February 15, 1996 through January 15, 1997, as filed by the Registrant, is
incorporated herein by reference. For the monthly period ending December 31,
1996, approximately 2.08% of the accounts and 4.58% of the receivables were 30
days or more delinquent. The aggregate outstanding balance of such delinquent
accounts was $102,367,993. Set forth below is certain information with respect
to the Class A-1 5.95% Fixed Rate Asset Backed Certificates, Series 92-3
("Series 92-3 Class A-1"), the Class A-2 Floating Rate Asset Backed
Certificates, Series 92-3 ("Series 92-3 Class A-2"), the Floating Rate Asset
Backed Certificates, Series 93-2 ("Series 93-2"), the Floating Rate Asset Backed
Certificates, Series 93-4 ("Series 93-4"), the Floating Rate Asset Backed
Certificates, Series 94-1, Class A, ("Series 94-1 Class A") and the Floating
Rate Asset Backed Certificates, Series 94-1, Class B, ("Series 94-1 Class B").
<TABLE>
<CAPTION>
Receivables Written Off
as Uncollectible with
Respect to the % of Receivables
Monthly Period Participation Interests Outstanding on an
Series/Class Ended of Certificateholders Annualized Basis
- ------------ ----------------- ------------------------ ------------------
<S> <C> <C> <C>
Series 92-3
Class A-1 December 31, 1996 $1,191,113.68 5.72%
November 30, 1996 $1,185,075.23 5.69%
October 31, 1996 $1,215,365.06 5.83%
Series 92-3
Class A-2 December 31, 1996 $1,191,113.68 5.72%
November 30, 1996 $1,185,075.23 5.69%
October 31, 1996 $1,215,365.06 5.83%
Series 93-2
December 31, 1996 $1,905,355.16 5.72%
November 30, 1996 $1,895,712.24 5.69%
October 31, 1996 $1,944,584.10 5.83%
Series 93-4
December 31, 1996 $1,905,355.16 5.72%
November 30, 1996 $1,895,712.24 5.69%
October 31, 1996 $1,944,584.10 5.83%
Series 94-1
Class A December 31, 1996 $1,592,774.50 5.72%
November 30, 1996 $1,782,459.25 5.69%
October 31, 1996 $1,827,775.87 5.83%
Series 94-1
Class B December 31, 1996 $ 114,150.62 5.71%
November 30, 1996 $ 113,252.99 5.66%
October 31, 1996 $ 116,808.22 5.84%
</TABLE>
(Certain terms used but not defined in this Form 10-K Annual Report have the
meanings defined in the Amended and Restated Master Pooling and Servicing
Agreement dated as of April 1, 1992, filed with the Securities and Exchange
Commission on August 19, 1992 as Exhibit 4.1 with Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (No. 33-49602)).
<PAGE>
Item 3. Legal Proceedings
There are no material pending legal proceedings with respect to the
Trust, involving either the Trust, the Trustee or the Registrant, other than
ordinary or routine litigation incidental to the Trustee's or the Registrant's
duties under the Pooling and Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
(a) There is no established public trading market for the
Certificates.
(b) At February 28, 1997 there were twenty-two (22) holders of
record of the Series 92-3 Class A-1 Certificates, seven (7)
holders of record of the Series 92-3 Class A-2 Certificates,
sixteen (16) holders of record of the Series 93-2
Certificates, sixteen (16) holders of record of the Series
93-4 Certificates, seventeen (17) holders of record of the
Series 94-1 Class A Certificates and three (3) holders of
record of the Series 94-1 Class B Certificates.
(c) Not applicable.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not applicable.
Item 8. Financial Statements and Supplementary Data
See the Supplementary Trust Data relating to the performance of the
Trust filed as Exhibit 99 under Item l4(a) hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item l0. Directors and Executive Officers of the Registrant
Not applicable.
Item ll. Executive Compensation
Not applicable.
2
<PAGE>
Item l2. Security Ownership of Certain Beneficial Owners and Management
(a)(i) Each holder of record at February 28, 1997 of more than five percent
(5%) of the Series 92-3 Class A-1 Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- --------------------------------------------------------------------------------
Bank of New York 28.03% $70,097
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 25.55% $63,875
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan 22.21% $55,525
1 Chase Manhattan Plaza
3B-Proxy Dept.
New York, NY 10081
Citibank, NA 7.20% $18,000
111 Wall Street
20th Floor, Zone 9
New York, NY 10043
Investors Fiduciary Trust Co./ 5.58% $13,960
SSB Securities Processing-A5W
P.O. Box 1631
Boston, MA 02105-1631
3
<PAGE>
(a)(ii) Each holder of record at February 28, 1997 of more than five
percent (5%) of the Series 92-3 Class A-2 Certificates is indicated
below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- --------------------------------------------------------------------------------
Chemical Bank 16.00% $40,000
Auto Settle Dept.
4 New York Plaza, 4th Floor
New York, NY 10004
Chase Manhattan Bank N.A. (The) 14.00% $35,000
1 Chase Manhattan Plaza
3B-Proxy Dept.
New York, NY 10081
Bank of New York 55.64% $139,100
925 Patterson Plank Road
Secaucus, NJ 07094
Chemical Bank Correspondent 5.96% $14,900
Clearing Services
4 New York Plaza, 11th Floor
New York, NY 10014
4
<PAGE>
(a)(iii) Each holder of record at February 28, 1997 of more than five
percent (5%) of the Series 93-2 Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- --------------------------------------------------------------------------------
Bank of New York 18.59% $ 74,380
925 Patterson Plank Road
Secaucus, NJ 07094
SSB-Custodian 13.00% $ 52,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank, N.A. (The) 42.01% $168,050
1 Chase Manhattan Plaza
3B - Proxy Department
New York, NY 10081
Chemical Bank 5.50% $ 22,000
Auto Settle Dept.
4 New York Plaza, 4th Floor
New York, NY 10004
Citibank, N.A. 5.90% $ 23,600
111 Wall Street
20th Floor, Zone 9
New York, NY 10004
5
<PAGE>
(a)(iv) Each holder of record at February 28, 1997 of more than five percent
(5%) of the Series 93-4 Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- --------------------------------------------------------------------------------
Bank of New York 25.24% $100,980
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank, N.A. (The) 19.82% $ 79,300
1 Chase Manhattan Plaza
3B-Proxy Dept.
New York, NY 10081
Chemical Bank 9.50% $ 38,000
Auto Settle Dept.
4 New York Plaza, 4th Floor
New York, NY 10004
SSB-Custodian 7.47% $ 29,880
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Bankers Trust 9.04% $ 36,190
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211
Swiss Bank Corp. 7.42% $ 29,710
222 Broadway
New York, NY 10038
USB Securities, Inc. 6.25% $ 25,000
299 Park Avenue, 8th Floor
New York, NY 10171-0026
6
<PAGE>
(a)(v) Each holder of record at February 28, 1997 of more than five percent
(5%) of the series 94-1 Class A Certificates is indicated below.
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- --------------------------------------------------------------------------------
Bankers Trust Company 10.64% $ 40,000
c/o BT Svcs Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank, N.A. (The) 45.49% $171,061
1 Chase Manhattan Plaza
3B - Proxy Department
New York, NY 10081
National Financial Services, Inc. 23.94% $ 90,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
7
<PAGE>
(a)(vi) Each holder of record at February 28, 1997 of more than five percent
(5%) of the Series 94-1 Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- --------------------------------------------------------------------------------
Citibank, N.A. 41.66% $10,000
111 Wall Street
20th Floor, Zone 9
New York, NY 10043
Smith 54.16% $13,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Supplementary Trust Data relating to performance of the Trust is
being filed herewith as Exhibit 99.
(b) See Item 2.
(c) Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------------
24 Powers of Attorney
(included on signature page)
99 Supplementary Trust Data
(d) Not applicable. No annual report or proxy material has been
sent to security holders.
8
<PAGE>
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.
ADVANTA MASTER CREDIT CARD TRUST
BY: Advanta National Bank USA, as
Owner/Servicer
Dated: March 28, 1997 BY: /s/James J. Allhusen
--------------------
James J. Allhusen
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby
constitute and appoint Dennis Alter, William A. Rosoff, Alex W. Hart, James J.
Allhusen, John J. Calamari, David D. Wesselink and Gene S. Schneyer, or any of
them (with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
on his or her behalf to sign, execute and file an Annual Report on Form 10-K
under the Securities Exchange Act of 1934, as amended, for the fiscal year ended
December 31, 1996 relating to ADVANTA Master Credit Card Trust and any or all
amendments thereto, with all exhibits and any and all documents required to be
filed with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of Advanta National
Bank USA, as Owner/Servicer for the ADVANTA Master Credit Card Trust and in the
capacities indicated on the 28th day of March, 1997.
Signature Title
--------- -----
/s/James J. Allhusen President, Chief Executive
- ------------------------------- Officer and Director
James J. Allhusen
/s/William A. Rosoff Vice Chairman and Director
- -------------------------------
William A. Rosoff
/s/Alex W. Hart Executive Vice Chairman
- ------------------------------- and Director
Alex W. Hart
/s/David D. Wesselink Senior Vice President, Chief
- ------------------------------- Financial Officer and Director
David D. Wesselink
/s/Jeffrey D. Beck Senior Vice President, Treasurer
- ------------------------------- and Director
Jeffrey D. Beck
/s/John J. Calamari Vice President, Finance,
- ------------------------------- Chief Accounting Officer and Director
John J. Calamari
9
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- ---------------------- ------------------------------ -------------------
24 Powers of Attorney 9
(included on signature page)
99 Supplementary Trust Data 11
10
<PAGE>
Supplementary Trust Data
<TABLE>
<CAPTION>
<S> <C>
l. The total amount of cash distributed to Certificateholders in l996, per $l,000
of Certificates...................................................................$ 975.0583
2. The total amount of the distribution set forth in paragraph l which represents
principal payments on the Certificates............................................$ 620.08813
3. The amount of outstanding balances in the Accounts which were 30 or more days
delinquent as of the end of the December l996 Monthly Period......................$102,367,993
4. The total amount of the Monthly Servicing Fee paid to the Servicer
by the Trust in l996..............................................................$ 38,711,219
</TABLE>
