SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One) [ X ] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE
REQUIRED]
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 [NO FEE REQUIRED]
For the transition period from
to
Commission file number 33-80768
PB & T MASTER CREDIT CARD TRUST II
(Exact name of registrant as specified
in its charter)
Georgia
58-0513395 State or
other jurisdiction of incorporation
or (I.R.S. Employer Identification
No.) organization
One Ravinia Drive, Ste 1000 Atlanta,
GA 30346 (Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including
area code (770) 551-6700 Securities
registered pursuant to Section 12(b) of
the Act:
Title of each class Name of
each exchange on which registered
Series 1994 - A Asset Backed
Certificates
Securities registered pursuant to
section 12(g) of the Act:
(Title of class)
(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 (Section 229.405 of
this chapter) 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. [ ] PB & T MASTER CREDIT
CARD TRUST II
1996 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I PAGE ITEM
1. Business..... 1
ITEM
2. Properties.... 1
ITEM 3. Legal
Proceedings...... 1
ITEM 4. Submission of Matters to a
Vote of Security
Holders....... 1
PART II
ITEM 5. Market for the Registrant's
Common Stock and Related Stockholder
Matters................ 1 ITEM
6. Selected Financial
Data....... 1
ITEM 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operation....... 1 ITEM
8. Financial Statements and
Supplementary
Data................. 1
ITEM 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure...... 1
PART III
ITEM 10. Directors and Executive
Officers of the
Registrant........ 2
ITEM 11. Executive
Compensation...... 2
ITEM 12. Security Ownership of
Certain Beneficial Owners and
Management..... 2
ITEM 13. Certain Relationships and
Related
Transactions..... 2
PART IV
ITEM 14. Exhibits, Financial
Statement Schedules and Reports on Form
8-K....... 2
SIGNATURES
Signatures ..... 4
PART I
Item 1. Business. Not Applicable.
Item 2. Properties. Not Applicable.
Item 3. Legal Proceedings. The
Servicer is not aware of any material
pending legal proceedings involving
either the Registrant, the Seller or the
Servicer with respect to the
Certificates or the Registrant's
property.
Item 4. Submission of Matters to a
Vote of Certificateholders. None.
PART II
Item 5. Market for Registrant's
Common Equity and Related Stockholder
Matters. At the present time, there is
no established trading market for the
Certificates. From time to time,
certain underwriters of the initial
public offering of the Certificates make
bids for the Certificates in the
over-the-counter market. The Trust and
The Prudential Bank and Trust Company,
Servicer, understand that during the
period commencing on January 1, 1996 and
ending on December 31, 1996, bids for a
Certificate ranged from $100-08 to
$100-14.
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. Not Applicable.
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. None. PART III
Item 10. Directors and Executive
Officers of the Registrant. Not
Applicable.
Item 11. Executive Compensation. Not
Applicable.
Item 12. Security Ownership of
Certain Beneficial Owners and
Management. The Certificates
representing investors' interests in the
Trust are represented by a single
Certificate registered in the name of
Cede & Co., the nominee of the
Depository Trust Company ("DTC"), and an
investor holding an interest in the
Trust is not entitled to receive a
Certificate representing interest except
in certain limited circumstances.
Accordingly, Cede & Co. is the sole
holder of record of Certificates, which
it held on behalf of 30 brokers,
dealers, banks and other direct
participants in the DTC system at
December 31, 1996. Such direct
participants may hold Certificates for
their own accounts or for the accounts
of their customers. At December 31,
1996, six of the direct participants
held positions in Certificates
representing interests in the Trust
equal to or exceeding 5% of the
$450,000,000 total principal amount of
Certificates outstanding on that date.
Item 13. Certain Relationships and
Related Transactions. None.
PART IV
Item 14. Exhibits, Financial
Statement Schedules, and Reports on Form
8-K.
(a) List the following documents
filed as part of the report:
(1) Financial Statements
Not Applicable <PAGE>
(2) The Trust is
operating under a calendar year end of
August 10th and is obligated to prepare
an Annual Statement to the
Certificateholders as of that date each
year.
(3) As previously stated, the Trust
is operating under a calendar year end
of August 10. The Trust will receive
its' Annual Servicing Report pertaining
to the compliance of the Servicer with
its' servicing obligation pursuant to
the Agreement as of that date. The
Registrant will file a form 8-K with the
Commission upon receipt of the Annual
Servicing Report.
(b) The Registrant filed the
following current reports on Form 8-K
during 1996:
Date of Report Items
Covered
January 12, 1996 Item 7 - Statement
to Certificateholders with respect to
the distribution on January 15, 1996.
February 15, 1996 Item 7 - Statement
to Certificateholders with respect to
the distribution on February 15, 1996.
March 15, 1996 Item 7 - Statement to
Certificateholders with respect to the
distribution on March 15, 1996.
March 18, 1996 Item 4 - Change
in Registrant's Certifying Accountant
with respect to Previous Independent
Accountants.
April 15, 1996 Item 7 - Statement to
Certificateholders with respect to the
distribution on April 15, 1996.
May 15, 1996 Item 7 - Statement to
Certificateholders with respect to the
distribution on May 15, 1996.
May 16, 1996 Item 4 - Change
in Registrant's Certifying Accountant
with respect to New Independent
Accountants.
June 14, 1996 Item 7 - Statement to
Certificateholders with respect to the
distribution on June 15, 1996.
July 15, 1996 Item 7 - Statement to
Certificateholders with respect to the
distribution on July 15, 1996.
August 15, 1996 Item
7 - Statement to Certificateholders
with respect to the distribution on
August 15, 1996.
September 13, 1996 Item 7 - Statement
to Certificateholders with respect to
the distribution on September 15, 1996.
October 15, 1996 Item 7 - Statement
to Certificateholders with respect to
the distribution on October 15, 1996.
November 15, 1996 Item 7 - Statement
to Certificateholders with respect to
the distribution on November 15, 1996.
December 13, 1996 Item 7 - Statement
to Certificateholders with respect to
the distribution on December 15, 1996.
(c) None.
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange
Act of 1934, the Servicer has duly
caused this report to be signed on
behalf of the PBT Master Credit Card
Trust II 1994-A by the undersigned,
thereunto duly authorized.
THE PRUDENTIAL BANK AND TRUST COMPANY as
Servicer of and on behalf of the
PBT MASTER CREDIT CARD TRUST II 1994-A
(Registrant)
Date: March 27, 1997 By: Richard C.
Keene Vice President and Comptroller
