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 December 11,1996
PBT MASTER CREDIT CARD TRUST II (Exact name of
registrant as specified in Department of the
Treasury, Internal Revenue Service Form SS-4)
THE PRUDENTIAL BANK AND TRUST COMPANY (Servicer of
the Trust) (Exact name as specified in Servicer's
charter)
Georgia (State or other jurisiction of
incorporation of of Master Servicer) 33-47311
(Commission File Number of Registrant)
58-0513395 (IRS Employer Identification Number
of Registrant)
One Ravinia Drive, Suite 1000, Atlanta, Georgia
30346 (Address of principal executive offices of
(Zip Code) Master Servicer)
Servicer's telephone number, including area code
770-604-7033
Item 5. Other Events.
The Prudential Bank and Trust Company ("PB&T"), a
subsidiary of The Prudential Insurance Company of
America ("Prudential"), has decided to offer for
sale the approximately $1.1 billion broad market
credit card portfolio of which it is full owner or
owner of a partial undivided interest. PB&T's
plans would include selling those receivables in
accounts that are broad market accounts (as
distinguished from accounts originated from
co-branding relationships, accounts for persons
who are owners of other Prudential products or
those of Prudential employees or family members of
employees). PB&T's plans would include the sale
of its interest in those broad market receivables
included in the pool of receivables that are a
part of the corpus of the Trust created under the
Pooling and Servicing Agreement, dated as of
August 1, 1994, (as amended and supplemented from
time to time, the "Agreement"). PB&T as Seller
and Servicer under the Trust has certain duties
and obligations created thereunder. These
obligations include causing Receivables and
Accounts to be added to the Trust. Depending on
the structure of the sale of the broad market
credit card portfolio, PB&T may seek to remove
itself as Seller and/or Servicer under the
Agreement, or seek to remove broad market
originated receivables from the pool. A change of
the Seller or Servicer under the Agreement may
require PB&T to seek Certificateholder consent for
such transfer of its obligations to a new Seller
and/or Servicer. The sale of its broad market
credit card portfolio will be contingent on many
factors including an adequate sale price and an
adequate structure. Capitalized terms used herein
and not otherwise defined shall have the meanings
assigned to them in the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 11,1996
PBT MASTER CREDIT CARD TRUST II By: THE PRUDENTIAL
BANK AND TRUST COMPANY, as Servicer
by: Name: Richard C. Keene Title: Vice
President
