<SEQUENCE>1
[DESCRIPTION] ANNUAL REPORT
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, 1998 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
Fleet Bank (RI), National Association
(with respect to Fleet Credit Card Master Trust)
(formerly Advanta Credit Card Master Trust)
(Exact name of Registrant as specified in its Charter)
United States of America 05-0495490
------------------------------- ---------------------------
(State or other Jurisdiction (I.R.S. Identification No.)
of incorporation)
111 Westminster Street, Providence, Rhode Island 02903
- - - ----------------------------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 278-6000.
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 20, 1998
and January 15, 1999
<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
On October 28, 1997, Advanta Corp. and Fleet Financial Group, Inc.
("Fleet Financial Group") entered into a Contribution Agreement (the
"Contribution Agreement") pursuant to which they agreed that Advanta
Corp. and certain of its subsidiaries, including Advanta National
Bank (the "Advanta Contributors"), and Fleet Financial Group and
certain of its subsidiaries (the "Fleet Contributors"), would
contribute certain of the assets and liabilities relating to their
respective consumer credit card businesses to a newly created Rhode
Island limited liability company, Fleet Credit Card, LLC (the "LLC"),
initially in exchange for a 4.99% membership interest in the LLC to
the Advanta Contributors and 95.01% membership interest to the Fleet
Contributors and the assumption of certain liabilities, and, prior to
such contribution, the LLC would direct the Fleet Contributors and
the Advanta Contributors to transfer to Fleet Bank (RI), National
Association ("Fleet (RI)"), a national banking association with its
principal executive office located in Rhode Island and a subsidiary
of Fleet Financial Group, certain of those assets and liabilities,
including their credit card accounts and the assets and liabilities
of Advanta National Bank relating to the ADVANTA Credit Card Master
Trust. On February 20, 1998 the Advanta Contributors and the Fleet
Contributors transferred to Fleet Bank (RI) those assets and
liabilities (collectively, the "Transfer").
On February 20, 1998, immediately prior to the Transfer, Advanta
National Bank, as seller and servicer (in such capacities, the
"Seller" and "Servicer," respectively), and The Chase Manhattan
Bank as trustee (in such capacity, the "Trustee"), entered into the
Third Amendment (the "Third Amendment") to the Amended and Restated
Pooling and Servicing Agreement dated as of April 1, 1992
(the "Pooling and Servicing Agreement") between Advanta National
Bank as Seller and Servicer and the Trustee to permit Advanta
National Bank to assign and delegate to Fleet (RI), all of Advanta
National Bank's rights and obligations under the Pooling and
Servicing Agreement and to change the name of the ADVANTA Credit
Card Master Trust to the Fleet Credit Card Master Trust. On February
20, 1998, immediately after the Third Amendment became effective
and simultaneously with the Transfer, Advanta National Bank, Fleet
(RI), the LLC and the Trustee entered into a Supplemental Agreement
under which (I) Advanta National Bank transferred to Fleet (RI), and
Fleet (RI) accepted and assumed, all of Advanta National Bank's
rights and obligations under the Pooling and Servicing Agreement,
(ii) Fleet (RI) became Seller and Servicer of the Trust, (iii)
Advanta National Bank was released from any continuing obligations
under the Pooling and Servicing Agreement, (iv) the name of the
ADVANTA Credit Card Master Trust was changed to Fleet Credit Card
Master Trust, and (iv) Advanta National Bank and Fleet (RI) filed
with the appropriate governmental authorities Uniform Commercial
Code financing statements reflecting the transfer to and assumption
by Fleet (RI).
Item 2. Properties
The information set forth in the Current Reports on Form 8-K dated
February 20, 1998 through January 15, 1999, as filed by the Registrant, is
incorporated herein by reference. For the monthly period ending December 31,
1998, approximately 1.65% of the accounts and 5.17% of the receivables were 30
days or more delinquent. The aggregate outstanding balance of such delinquent
accounts was $29,192,204. 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").
<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 93-2
December 31, 1998 $ 0.00 0.00%
November 30, 1998 $297,506.32 8.93%
October 31, 1998 $580,940.43 8.71%
Series 93-4
December 31, 1998 $1,293,574.99 9.70%
November 30, 1998 $1,486,319.74 8.92%
October 31, 1998 $1,743,445.29 8.72%
</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 January 14, 1994 with Amendment Number 1 to the Amended and
Restated Master Pooling and Servicing Agreement as Exhibit 4.1 (No. 33-73828),
as amended by Amendment Number 2 to the Amended Pooling and Servicing Agreement
dated December 19, 1996, and as further amended by Amendment Number 3 to the
Amended Pooling and Servicing Agreement dated February 20, 1998 which was filed
with the Securities and Exchange Commission as Exhibit 4.1 of the Form 8-K
dated March 10, 1998).
<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, 1999 there were fourteen (14) holders
of record of the Series 93-4 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
5
<PAGE>
(a)(i) Each holder of record at February 28, 1999 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 (The) 32.67% $130,690
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 34.71% $138,830
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 7.37% $ 29,490
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Co. 15.09% $ 60,357
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
6
<PAGE>
(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.
7
<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.
Fleet Credit Card Master Trust
BY: Fleet Bank (RI), National Association, as
Owner/Servicer
Dated: March 31, 1999 BY: /s/John Kirby Bray
--------------------
John Kirby Bray
Executive Vice President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby
constitute and appoint Joseph W. Saunders, John Kirby Bray or either 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, 1998 relating to Fleet Credit Card Master Trust (formerly 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 Fleet Bank (RI),
National Association, as Owner/Servicer for the Fleet Credit Card Master Trust
and in the capacities indicated on the 31st day of March, 1999.
Signature Title
--------- -----
/s/Joseph W. Saunders Chairman, President, Chief Executive
- - - ------------------------------- Officer and Director
Joseph W. Saunders
/s/John Kirby Bray Executive Vice President and
- - - ------------------------------- Principal Financial Officer
John Kirby Bray
/s/Michael J. Sheahan Controller and Principal Accounting
- - - ------------------------------- Officer
Michael J. Sheahan
/s/Robert B. Hedges, Jr. Director
- - - -------------------------------
Robert B. Hedges, Jr.
/s/V. Duncan Johnson Director
- - - -------------------------------
V. Duncan Johnson
/s/Eugene M. McQuade Director
- - - -------------------------------
Eugene M. McQuade
/s/Brian T. Moynihan Director
- - - -------------------------------
Brian T. Moynihan
/s/Evelyn F. Murphy Director
- - - -------------------------------
Evelyn F. Murphy
/s/H. Jay Sarles Director
- - - -------------------------------
H. Jay Sarles
/s/Hayden D. Watson Director
- - - -------------------------------
Hayden D. Watson
/s/Michael R. Zucchini Director
- - - -------------------------------
Michael R. Zucchini
8
<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
9
<PAGE>
<SEQUENCE>2
[DESCRIPTION]SUPPLEMENTARY TRUST DATA
Supplementary Trust Data
<TABLE>
<CAPTION>
<S> <C>
l. The total amount of cash distributed to Certificateholders in l998, per $l,000
of Certificates...................................................................$ 1,240.56
2. The total amount of the distribution set forth in paragraph l which represents
principal payments on the Certificates............................................$ 1,180.51
3. The amount of outstanding balances in the Accounts which were 30 or more days
delinquent as of the end of the December l998 Monthly Period...................$ 29,192,203.37
4. The total amount of the Monthly Servicing Fee paid to the Servicer
by the Trust in l998...........................................................$ 12,126,259.92
</TABLE>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
