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
August 13,1997
PB&T MASTER CREDIT CARD TRUST
II SERIES A (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
jurisdiction of incorporation
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.
On July 31, 1997, PB&T Master
Credit Card Trust II sold
substantially all of its
assets, consisting primarily
of credit card receivables to
The Prudential Bank and Trust
Company, One Ravinia Drive,
Suite 1000, Atlanta, GA 30346
("PB&T"). In connection
therewith, the PB&T Master
Credit Card Trust II Series
1994-A Variable Rate Asset
Backed Certificates (the
"Series 1994-A Certificates")
were defeased (the
"Defeasance") whereby in
partial consideration for such
credit card receivables
certain assets (the
"Defeasance Assets")
consisting primarily of a
Certificate of Deposit issued
by Bayerische Landesbank
Girozentrale, New York Branch
having an aggregate principal
balance of $450,000,000. A
copy of the Certificate of
Deposit is filed as an exhibit
hereto. The Defeasance was
effected pursuant to an
Amendment dated July 31, 1997
(the "Amendment") to the
Pooling and Servicing
Agreement dated August 1, 1994
and the Series Supplement
1994-A dated August 10, 1994
(collectively, the
"Agreement"), each between
PB&T, as seller and servicer,
and Bankers Trust Company, as
trustee (the "Trustee"). A
copy of the Amendment is filed
as an exhibit hereto.
Pursuant to the Amendment, the
Trustee will hold the
Defeasance Assets in trust for
the benefit of the Series
1994-A Certificateholders
under the Agreement and will
make distributions to such
Certificateholders in
accordance with the terms of
the Agreement. In addition,
the Series 1994-A Investor
Certificates and the
Exchangeable Seller
Certificate were surrendered
to the Trustee for
cancellation in exchange for
the remainder of the credit
card receivables. All credit
enhancement associated with
the Series 1994-A was also
canceled.
A majority of the
Certificateholders consented
to the amendment of July 31,
1997 in response to the
Solicitation Statement dated
April 1, 1997 requesting
Certficateholder approval.
The rating agencies, Standard
& Poor's and Moody's,
confirmed the current
AAA-rating of Series 1994-A,
thereby accepting the use of
the certificate of deposit to
defease the Series 1994-A
credit card securitization.
Item 7(c). Exhibits
Exhibit No.
10 Amendment dated as of
July 31, 1997 to the Pooling
and Servicing Agreement dated
as of August 1, 1994 and the
Series 1994-A Supplement dated
as of August 10, 1994, each
between Prudential Bank and
Trust Company, as seller and
servicer, and Bankers Trust
Company, as trustee.
20 $450,000,000 Certificate
of Deposit with Bayerische
Landesbank Girozentrale, New
York Branch
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: August 13, 1997
PB&T MASTER CREDIT CARD TRUST
II SERIES A By: THE PRUDENTIAL
BANK AND TRUST COMPANY, as
Servicer
by: Name: Joel L. Rosenberg
Title: Senior Vice
President
INDEX TO EXHIBITS
Exhibit
No. Description Page
10 Amendment dated
as of 1 July 31,
1997 to the Pooling and
Servicing Agreement dated as
of August 1, 1994 and the
Series 1994-A Supplement dated
as of August 10, 1994, each
between Prudential Bank and
Trust Company, as seller and
servicer, and Bankers Trust
Company, as trustee.
20 $450,000,000
Certificate of Page 1
of 3 Deposit with Bayerische
Landesbank Girozentrale, New
York Branch.
Reinvest Rate 2.50% 0% ($ 000)
Payment Fixed Interest
Controlled Days in Re- New
Funds Previous
Mon Investment Total
Available Remaining Date Payment
Amortization Invest
Period Available Earnings After
Allocation
8/14/97 2,336.63
2,557.56
- 2.49
2,560.05 223.42
9/12/97 2,468.96
29 3,177.31
223.42 2.11
3,402.85 933.89
10/14/97 2,389.32
32 2,487.31
933.89 4.49
3,425.70 1,036.38
11/14/97 2,628.25
31 2,566.31
1,036.38 4.73
3,607.42 979.17
12/12/97 2,230.03
28 2,195.50
979.17 3.73
3,178.41 948.38
1/14/98 2,468.96
33 2,522.52
948.38 4.63
3,475.53 1,006.57 2/13/98
2,628.25 30
2,557.56 1,006.57
4.05 3,568.18
939.93 3/13/98
2,150.38 28 2,177.31
939.93 3.49
3,120.74 970.35
4/14/98 2,389.32
32 2,487.31
970.35 4.57
3,462.24 1,072.93 5/14/98
2,389.32 30
2,566.31 1,072.93
4.73 3,643.97
1,254.65 6/12/98
2,468.96 29 2,195.50
1,254.65 4.20
3,454.36 985.40
7/14/98 2,389.32
32 2,522.52
985.40 4.64
3,512.56 1,123.25 8/14/98
2,628.25 31
2,557.56 1,123.25
4.90 3,685.71
1,057.47 9/14/98
2,309.67 31 2,177.31
1,057.47 4.39
3,239.17 929.50
10/14/98 2,389.32
30 2,487.31
929.50 4.35
3,421.17 1,031.85
11/13/98 2,548.60
30 2,566.31
1,031.85 4.11
3,602.27 1,053.67
12/14/98 2,309.67
31 2,195.50
1,053.67 4.40
3,253.58 943.90
1/14/99 2,468.96
31 2,522.52
943.90 4.48
3,470.91 1,001.95 2/12/99
2,548.60 29
2,557.56 1,001.95
3.97 3,563.48
1,014.88 3/12/99
2,150.38 37,500 28
39,477.31 1,014.88
32.13 40,524.32
873.94 4/14/99
2,263.21 37,500 33
39,787.31 873.94
40.68 40,701.94
938.72 5/14/99
2,123.84 37,500 30
39,666.31 938.72
40.52 40,645.56
1,021.72 6/14/99
1,732.25 37,500 31
39,095.50 1,021.72
40.21 40,157.43
925.18 7/14/99
1,592.88 37,500 30
38,922.52 925.18
39.77 39,887.47
794.59 8/13/99
1,486.68 37,500 30
38,857.56 794.59
31.34 39,683.49
696.80 9/14/99
1,194.66 37,500 32
38,451.56 696.80
42.89 39,191.26
496.60 10/14/99
995.55 37,500 30
38,421.69 496.60
38.39 38,956.68
461.13 11/12/99
822.99 37,500 29
38,283.75 461.13
32.83 38,777.71
454.72 12/14/99
597.33 37,500 32
37,842.38 454.72
48.11 38,345.21
247.88 1/14/00
451.32 37,500 31
37,810.50 247.88
29.42 38,087.80
136.49 2/14/00
185.84 37,500 31
37,509.75 136.49
39.60 37,685.84
0.01
