PB & T MASTER CREDIT CARD TRUST II
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I PAGE ITEM
1. Business......................................1
ITEM
2. Properties.............................................1
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
1 ITEM 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operation. 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 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................................ 3
SIGNATURES
Signatures ......................................6
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,
1997
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. [ ]
EXHIBIT B
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
THE PRUDENTIAL BANK AND TRUST COMPANY
PB&T MASTER CREDIT CARD TRUST II
SERIES 1994-A
The undersigned, a duly authorized
representative of The Prudential Bank
and Trust Company ("PB&T"), as Servicer
pursuant to the Pooling and Servicing
Agreement dated as of August 1, 1994, as
amended July 31, 1997, and the Series
1994-A Supplement dated as of August 10,
1994, as amended July 31, 1997,
(collectively, the "Pooling and
Servicing Agreement") by and between
PB&T and Bankers Trust as trustee, (the
"Trustee"), does hereby certify as
follows:
A) Capitalized terms used in this
notice have their respective meanings
set forth in the Pooling and Servicing
Agreement; provided, that the "Preceding
Monthly Period" shall mean the Monthly
Period immediately preceding the
calendar month in which this notice is
delivered. References herein to certain
sections and subsections are references
to the respective sections and
subsections of the Pooling and Servicing
Agreement. This notice is delivered
pursuant to Section 4.08 of the Pooling
and Servicing Agreement.
B) PB&T is the Servicer under the
Pooling and Servicing Agreement.
C) The undersigned is a Servicing
Officer.
D) The date of this notice is a
Determination Date under the Pooling and
Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.08, the Servicer
does hereby instruct the Trustee (i) to
make a withdrawal from the Defeasance
Account on 15-Jan-98 , which
date is a Transfer Date under the
Pooling and Servicing Agreement, in
an aggregate amount as set forth below
in respect to
the following amounts and
(ii) to apply the proceeds of such
withdrawal in accordance with Section
4.08:
A) Pursuant to subsection 4.08 (a):
(1) Interest at the Certificate Rate for
the preceding Interest Period on the
Investor Interest
....................... $2,481,937.50
(2) Deficiency Amounts
......................$0.00
B) Pursuant to subsection 12.05:
(1) Pay to the
Seller........................$0.00
Total
.......................................$0.00
II. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals
and transfers to be made in accordance
with this notice, the following amounts
will be accrued and unpaid with respect
to all Monthly Periods preceding the
current calendar month:
A) Subsection 4.08 (a): The aggregate
amount of all Deficiency Amounts
.....................................$0.00
IN WITNESS WHEREOF, the undersigned has
duly executed this certificate this
fifth day of Jan-98
THE PRUDENTIAL BANK AND TRUST COMPANY,
Servicer
By: Name: Robert R. Wood Joel L.
Rosenberg Title:Senior Vice President
B-2
B-3
MONTHLY CERTIFICATEHOLDER'S STATEMENT
SERIES 1994-A
THE PRUDENTIAL BANK & TRUST COMPANY
PB&T MASTER CREDIT CARD TRUST II
Under Section 5.02 of the Pooling and
Servicing Agreement dated as of August
1, 1994, as amended July 31, 1997, and
the Series 1994-A Supplement dated
August 10, 1994, as amended July 31,
1997, (collectively, the "Pooling and
Servicing Agreement") by and between The
Prudential Bank & Trust Company ("PB&T")
and Bankers Trust, as trustee (the
"Trustee"), PB&T, as Servicer, is
required to prepare certain information
each month regarding current
distributions to Series 1994-A
Certificateholders and the performance
of the PB&T Master Credit Card Trust
(the "Trust") during the previous month.
The information which is required to be
prepared with respect to the
Distribution Date of 15-Jan-98 and
with respect to the performance of the
Trust during the month of Dec-97 is
set forth below. Certain information is
presented on the basis of an amount of
$1,000 per series 1994-A Certificate (a
"Certificate"). Certain other
information is presented based on the
aggregate amounts for the Trust as a
whole. Capitalized terms used in this
Statement have their respective meanings
set forth in the Pooling and Servicing
Agreement.
A. Information Regarding the Current
Monthly Distribution (Stated on the
basis of $1,000 Original Certificate
Principal Amount.)
1. The total amount of the
distribution to Certificateholders on
15-Jan-98 per $1,000 original
certificate principal amount
......................................$5.52
2. The amount of the distribution set
forth in paragraph 1 above in respect of
interest on the Certificates, per $1,000
original certificate principal amount
................ $5.52
3. The amount of the distribution set
forth in paragraph 1 above in respect of
principal of the Certificate, per $1,000
original certificate principal amount
................ $0.00
B. Information Regarding the
Performance of the Trust
1. Permitted Investments Outstandings
The aggregate amount in the Distribution
Account of sales and maturities and
interest payments , allocated in respect
of the Certificates$2,481,937.50
2. Deficit Controlled Amortization
Amount $0.00
THE PRUDENTIAL BANK AND TRUST COMPANY,
Servicer
By: Name: Joel L. Rosenberg Title:
Senior Vice President
C-2 Schedule - to Monthly Servicer's
Certificate with respect to the Series
1994-A Certificates
THE PRUDENTIAL BANK & TRUST COMPANY
___________________________________________________
PB&T MASTER CREDIT CARD TRUST II, SERIES
1994-A
___________________________________________________
1. Amount available in Distribution
Account on
15-Jan-98 : $2,481,937.50
2. The
amount of interest payable to the Series
1994-A Certificateholders on the
Distribution Date in the current
calendar month is equal to
..............................................$2,481,937.50
3. The amount of principal payable to
the Series 1994-A Certificateholders on
the Distribution Date in the current
calendar month is equal to
..............................................$0.00
4. The sum of all amounts payable to
the Series 1994-A Certificateholders on
the Distribution Date in the current
calendar month is equal to
..............................................$2,481,937.50
5. To the knowledge of the
undersigned, no Series 1994-A Pay Out
event or Trust Pay Out Event has
occurred except as described
below: None
IN WITNESS WHEREOF, the undersigned has
duly executed this certificate this
fifth day of Jan-98
THE PRUDENTIAL BANK AND TRUST COMPANY,
Servicer
By: Name: Joel L. Rosenberg Title:
Senior Vice President
