<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, 1997 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. 33-05433
Fleet Bank (RI), National Association
(with respect to Fleet Credit Card Master Trust II)
(formerly ADVANTA Master Credit Card Trust II)
-----------------------------------------------------
(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)
50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903
- - - ------------------------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 278-5451.
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, 1997
and January 15, 1998
<PAGE>
TABLE OF CONTENTS
Page
PART I
Item l. Business....................................................1
Item 2. Properties..................................................2
Item 3. Legal Proceedings...........................................6
Item 4. Submission of Matters to a Vote of
Security Holders..........................................6
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters...........................6
Item 6. Selected Financial Data.....................................7
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............7
Item 8. Financial Statements and Supplementary Data.................7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................7
PART III
Item l0. Directors and Executive Officers of
the Registrant............................................7
Item ll. Executive Compensation......................................7
Item l2. Security Ownership of Certain Beneficial
Owners and Management...................................8
Item l3. Certain Relationships and Related
Transactions.............................................34
PART IV
Item l4. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K..................................34
SIGNATURES...........................................................35
EXHIBITS.............................................................37
<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 II. 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 Bankers Trust Company,
as trustee (in such capacity, the "Trustee"), entered into Amendment
Number 3 ("Amendment Number 3") to the Amended and Restated Pooling
and Servicing Agreement dated as of December 1, 1993 and as Amended
and Restated on May 23, 1994 (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 II to the Fleet Credit Card Master
Trust II. On February 20, 1998, immediately after Amendment Number 3
became effective and simultaneously with the Transfer, Advanta
National Bank, Fleet (RI), the LLC and the Trustee entered into an
Assignment and Assumption 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 II was changed
to Fleet Credit Card Master Trust II, 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).
1
<PAGE>
Item 2. Properties
----------
The information set forth in the Current Reports on Form 8-K dated February
20, 1997 through January 15 1998, as filed by the Registrant, is incorporated
herein by reference. For the monthly period ending December 31, 1997,
approximately 1.86% of the accounts and 4.82% of the receivables were 30 days or
more delinquent. The aggregate outstanding balance of such delinquent accounts
was $422,047,932.57. Set forth below is certain information with respect to the
Class A Floating Rate Asset Backed Certificates, Series 94-B ("Series 94-B Class
A"), the Class B Floating Rate Asset Backed Certificates, Series 94-B ("Series
94-B Class B"), the Class A Floating Rate Asset Backed Certificates, Series 94-D
("Series 94-D Class A"), the Class B Floating Rate Asset Backed Certificates,
Series 94-D ("Series 94-D Class B"), the Class A Floating Rate Asset Backed
Certificates, Series 95-A ("Series 95-A Class A"), the Class B Floating Rate
Asset Backed Certificates, Series 95-A ("Series 95-A Class B"), the Class A
Floating Rate Asset Backed Certificates, Series 95-C ("Series 95-C Class A"),
the Class B Floating Rate Asset Backed Certificates, Series 95-C ("Series 95-C
Class B"), the Class A Floating Rate Asset Backed Certificates, Series 95-D
("Series 95-D Class A"), the Class B Floating Rate Asset Backed Certificates,
Series 95-D ("Series 95-D Class B"), the Class A1 Fixed Rate Asset Backed
Certificates, Series 95-F ("Series 95-F Class A1"), the Class A2 Floating Rate
Asset Backed Certificates, Series 95-F ("Series 95-F Class A2"), the Class B
Floating Rate Asset Back Certificates, Series 95-F ("Series 95-F Class B"), the
Class A Floating Rate Asset Backed Certificates, Series 95-G ("Series 95-G Class
A"), the Class B Floating Rate Asset Backed Certificates, Series 95-G ("Series
95-G Class B"), the Class A1 Fixed Rate Asset Backed Certificates, Series 96-A
("Series 96-A Class A1"), the Class A2 Floating Rate Asset Backed Certificates,
Series 96-A ("Series 96-A Class A2"), the Class B Floating Rate Asset Backed
Certificates, Series 96-A ("Series 96-A Class B"), the Class A Floating Rate
Asset Backed Certificates, Series 96-B ("Series 96-B Class A"), the Class B
Floating Rate Asset Backed Certificates, Series 96-B ("Series 96-B Class B"),
the Class A Floating Rate Asset Backed Certificates, Series 96-C ("Series 96-C
Class A"), the Class B Floating Rate Asset Backed Certificates, Series 96-C
("Series 96-C Class B"), the Class A Floating Rate Asset Backed Certificates,
Series 96-D ("Series 96-D Class A"), the Class B Floating Rate Asset Backed
Certificates, Series 96-D ("Series 96-D Class B"), the Class A Floating Rate
Asset Backed Certificates, Series 96-E ("Series 96-E Class A") and the Class B
Floating Rate Asset Backed Certificates, Series 96-E ("Series 96-E Class B").
2
<PAGE>
<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 94-B
Class A December 31, 1997 $4,105,970.75 7.47%
November 30, 1997 $3,739,024.12 6.80%
October 31, 1997 $4,016,628.67 7.30%
Series 94-B
Class B December 31, 1997 $188,729.53 7.55%
November 30, 1997 $172,174.40 6.89%
October 31, 1997 $183,063.50 7.32%
Series 94-D
Class A December 31, 1997 $1,772,001.01 14.92%
November 30, 1997 $2,423,575.10 10.20%
October 31, 1997 $3,472,822.37 9.75%
Series 94-D
Class B December 31, 1997 $313,142.60 7.52%
November 30, 1997 $283,844.89 6.81%
October 31, 1997 $301,516.36 7.24%
Series 95-A
Class A December 31, 1997 $3,726,232.00 7.47%
November 30, 1997 $3,393,005.14 6.80%
October 31, 1997 $3,645,117.44 7.31%
Series 95-A
Class B December 31, 1997 $216,667.90 7.43%
November 30, 1997 $197,757.69 6.78%
October 31, 1997 $215,368.83 7.38%
Series 95-C
Class A December 31, 1997 $3,044,070.05 7.47%
November 30, 1997 $2,769,594.08 6.80%
October 31, 1997 $2,977,474.07 7.31%
Series 95-C
Class B December 31, 1997 $216,667.90 7.54%
November 30, 1997 $196,087.51 6.82%
October 31, 1997 $209,984.61 7.30%
Series 95-D
Class A December 31, 1997 $3,548,221.87 7.47%
November 30, 1997 $3,230,395.99 6.80%
October 31, 1997 $3,472,822.37 7.31%
Series 95-D
Class B December 31, 1997 $184,509.67 7.38%
November 30, 1997 $169,061.96 6.76%
October 31, 1997 $183,063.50 7.32%
Series 95-F
Class A1 December 31, 1997 $2,351,188.70 7.46%
November 30, 1997 $2,141,400.39 6.79%
October 31, 1997 $2,304,446.47 7.31%
</TABLE>
3
<PAGE>
<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 95-F
Class A2 December 31, 1997 $2,355,408.56 7.47%
November 30, 1997 $2,144,513.83 6.80%
October 31, 1997 $2,304,446.47 7.31%
Series 95-F
Class B December 31, 1997 $276,764.51 7.44%
November 30, 1997 $253,478.98 6.82%
October 31, 1997 $274,595.26 7.38%
Series 95-G
Class A December 31, 1997 $2,692,269.67 7.47%
November 30, 1997 $2,452,270.83 6.80%
October 31, 1997 $2,638,268.16 7.32%
Series 95-G
Class B December 31, 1997 $168,430.55 7.35%
November 30, 1997 $154,714.09 6.75%
October 31, 1997 $166,910.84 7.28%
Series 96-A
Class A1 December 31, 1997 $1,365,463.73 7.45%
November 30, 1997 $1,245,379.87 6.79%
October 31, 1997 $1,340,670.96 7.31%
Series 96-A
Class A2 December 31, 1997 $1,369,683.59 7.47%
November 30, 1997 $1,246,822.13 6.80%
October 31, 1997 $1,340,670.96 7.31%
Series 96-A
Class B December 31, 1997 $163,070.85 7.45%
November 30, 1997 $148,261.29 6.78%
October 31, 1997 $161,526.62 7.38%
Series 96-B
Class A December 31, 1997 $4,036,294.58 7.47%
November 30, 1997 $3,676,850.03 6.80%
October 31, 1997 $3,952,018.02 7.31%
Series 96-B
Class B December 31, 1997 $259,545.55 7.55%
November 30, 1997 $234,348.49 6.82%
October 31, 1997 $247,674.15 7.21%
Series 96-C
Class A December 31, 1997 $3,769,109.64 7.47%
November 30, 1997 $3,431,266.12 6.80%
October 31, 1997 $3,688,191.20 7.31%
Series 96-C
Class B December 31, 1997 $238,106.72 7.42%
November 30, 1997 $216,888.18 6.76%
October 31, 1997 $236,905.71 7.38%
Series 96-D
Class A December 31, 1997 $3,769,109.64 7.47%
November 30, 1997 $3,431,266.12 6.80%
October 31, 1997 $3,688,191.20 7.31%
Series 96-D
Class B December 31, 1997 $238,106.72 7.42%
November 30, 1997 $216,888.18 6.76%
October 31, 1997 $236,905.71 7.38%
</TABLE>
4
<PAGE>
<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 96-E
Class A December 31, 1997 $2,692,269.67 7.47%
November 30, 1997 $2,452,270.83 6.80%
October 30, 1997 $2,638,268.16 7.32%
Series 96-E
Class B December 31, 1997 $168,430.55 7.35%
November 30, 1997 $154,714.09 6.75%
October 30, 1997 $166,910.84 7.28%
</TABLE>
(Certain terms used but not defined in this Form 10-K Annual Report have the
meanings defined in the Amended and Restated Pooling and Servicing Agreement
dated as of December 1, 1993 as amended and restated on May 23, 1994 filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
(No.33-05433), as amended by Amendment Number 1 to the Amended and Restated
Pooling and Servicing Agreement, dated July 1, 1994, and as further amended
by Amendment Number 2 to the Amended and Restated Pooling and Servicing
Agreement, dated as of October 6, 1995 and as further amended by Amendment
Number 3 to the Amended and Restated Pooling and Servicing Agreement dated
February 20,1998, which was filed with the Securities and Exchange Commission
on March 10, 1998 as Exhibit 4.1 to Form 8-K).
5
<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, 1998 there were sixteen (16) holders of record of
the Series 94-B Class A Certificates, three (3) holders of record of
the Series 94-B Class B Certificates, eleven (11) holders of record of
the Series 95-A Class A Certificates, three (3) holders of record of
the Series 95-A Class B Certificates, ten (10) holders of record of
the Series 95-C Class A Certificates, one (1) holder of record of the
Series 95-C Class B Certificates, fifteen (15) holders of record of
the Series 95-D Class A Certificates, one (1) holder of record of the
Series 95-D Class B Certificates, thirty-six (36) holders of record of
the Series 95-F Class A1 Certificates, twenty (20) holders of record
of the Series 95-F Class A2 Certificates, three (3) holders of record
of the Series 95-F Class B Certificates, one (1) holder of record of
the Series 95-G Class A Certificates, one (1) holder of record of the
Series 95-G Class B Certificates, twenty-two (22) holders of record
of the Series 96-A Class A1 Certificates, five (5) holders of record
of the Series 96-A Class A2 Certificates, one (1) holder of record of
the Series 96-A Class B Certificates, thirteen (13) holders of record
of the Series 96-B Class A Certificates, two (2) holders of record of
the Series 96-B Class B Certificates, thirteen (13) holders of record
of the Series 96-C Class A Certificates, three (3) holders of record
of the Series 96-C Class B Certificates, eleven (11) holders of record
of the Series 96-D Class A Certificates, two (2) holders of record of
the Series 96-D Class B Certificates, ten (10) holders of record
of Series 96-E Class A Certificates and three (3) holders of record of
Series 96-E Class B Certificates, forty (40) holders of record
of Series 98-A Class A Certificates and four (4) holders of record of
Series 98-A Class B Certificates.
(c) Not applicable.
6
<PAGE>
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.
7
<PAGE>
Item l2. Security Ownership of Certain Beneficial Owners and Management
(a)(i) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 94-B Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Prudential Securities Custody 8.26% $ 54,485
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Bankers Trust Company 17.52% $115,655
c/o BT Svcs Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase-Chemical Bank 6.06% $ 40,000
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Bank of New York 9.24% $ 60,975
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank, N.A. 26.43% $174,450
4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit and Trust Co. 6.97% $ 46,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 10.39% $ 68,600
P.O. Box 30576
Tampa, FL 33630-3576
8
<PAGE>
(a)(ii) Each holder of record at February 28, 1998 of more than five
percent (5%) of the Series 94-B Class B 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 16.67% $ 5,000
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Co/Corp Clearance 50.00% $15,000
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006
Boston Safe Deposit & Trust Co. 33.33% $10,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
9
<PAGE>
(a)(v) Each holder of record at February 28, 1998 of more than five percent (5%)
of the Series 95-A Class A 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 30.61% $183,200
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Co. 5.01% $ 30,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsbutgh, PA 15259
SSB-Custodian 52.62% $314,925
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Citibank, N.A. 5.37% $ 32,155
P.O. Box 30576
Tampa, FL 33630-3576
10
<PAGE>
(a)(vi) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-A Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Bankers Trust Company 71.43% $25,000
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Citibank, N.A. 14.29% $ 5,000
P.O. Box 30576
Tampa, FL 33630-3576
Boston Safe Deposit and Trust Co. 14.29% $ 5,000
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
11
<PAGE>
(a)(vii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-C Class A 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 8.80% $ 43,010
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 19.63% $ 95,950
c/o BT Services Tennessee, Inc
648 Grassmere Park Dr.
Nashville, TN 37211
Chase Manhattan Bank 32.51% $158,905
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Chemical 8.18% $ 40,000
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Boston Safe Deposit and Trust Co. 15.43% $ 75,400
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. 8.59% $ 42,000
63 Wall Street, 8th Floor
New York, NY 10005
12
<PAGE>
(a)(viii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-C Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
NBD Bank Municipal Bond Dept. 100.00% $34,500
Attn: Security Dept.
611 Woodward Avenue
Detroit, MI 48226
13
<PAGE>
(a)(ix) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-D Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Chase Manhattan Bank/Chemical 10.02% $ 52,000
4 New York Plaza
Proxy Department 13th Floor
New York, NY 10004
Bank of New York 15.77% $ 81,850
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 12.22% $ 63,400
c/o BT Services Tennessee, Inc
648 Grassmere Park Dr.
Nashville, TN 37211
Republic National Bank of New York 7.71% $ 40,000
One Hanson Place, Lower Level
Brooklyn, NY 11243
Chase Manhattan Bank 26.98% $140,000
4 New York Plaza
13th Floor
New York, NY 10004
SSB-Custodian 12.55% $ 61,150
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
14
<PAGE>
(a)(x) Each holder at February 28, 1998 of more than five percent (5%) of the
Series 95-D Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
NBD Bank Municipal Bond Dept. 100.00% $30,000
Attn: Security Dept.
611 Woodward Avenue
Detroit, MI 48226
15
<PAGE>
(a)(xi) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-F Class A1 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 14.14% $53,500
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 21.06% $79,675
c/o BT Svcs Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Northern Trust Company 8.71% $32,935
801 S. Canal C-In
Chicago, IL 60607
SSB-Custodian 21.48% $81,250
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Chase Manhattan 5.16% $19,500
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan of California 12.69% $48,000
4New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Firstar Trust Company 6.74% $25,500
777 E. Wisconsin Avenue
Milwaukee, WI 53202
16
<PAGE>
(a)(xii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-F Class A2 Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Citibank, N.A. 6.61% $ 25,000
P.O. Box 30576
Tampa, FL 33630-3576
Repepublic National Bank of New York 11.90% $ 45,000
One Hanson Place, Lower Level
Brooklyn, NY 11243
Bank of New York 17.53% $ 66,300
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan 11.67% $ 44,150
4 New York Plaza
13th Floor
New York, NY 10004
Bankers Trust Company 11.37% $ 43,000
c/o BT Svcs Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SSB-Custodian 17.02% $ 64,365
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Boston Safe Deposit and Trust Co. 14.54% $ 54,980
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
17
<PAGE>
(a)(xiii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-F Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Bankers Trust/Investment Account 32.21% $14,375
16 Wall Street, 5th Floor
New York, NY 10005
Fuji Bank and Trust Company 56.03% $25,000
2 World Trade Center, 81st Floor
New York, NY 10048
Bank of New York 11.76% $ 5,250
925 Patterson Plank Road
Secaucus, NJ 07094
18
<PAGE>
(a)(xiv) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-G Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
First Union National Bank 100.00% $432,500
401 S. Tryon Street
TR OPSCMG NC 1151
Charlotte, NC 28288
19
<PAGE>
(a)(xv) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 95-G Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Chase Manhattan Bank 100.00% $27,500
4 New York Plaza
13th Floor
New York, NY 10004
20
<PAGE>
(a)(xvi) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-A Class A1 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 10.93% $24,050
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 14.89% $32,765
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank N.A. 8.23% $18,100
4 New York Plaza
13th Floor
New York, NY 10004
CoreStates Bank, N.A. 9.79% $21,530
P.O. Box 7618
F.C. 1-9-1-21
Philadelphia, PA 19106-7618
Northern Trust Company 10.60% $23,325
801 S. Canal C-In
Chicago, IL 60607
J.P. Morgan Securities Inc. 22.05% $48,500
60 Wall Street
6th Floor
New York, NY 10260-0060
21
<PAGE>
(a)(xvii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-A Class A2 Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Chase Manhattan Bank 76.82% $169,000
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Chemical 8.64% $19,000
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Bear, Sterns Securities Corp 12.50% $27,500
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
22
<PAGE>
(a)(xviii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-A Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Swiss American Securities, Inc. 100.00% $26,250
100 Wall Street
New York, NY 10005
23
<PAGE>
(a)(xix) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-B Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Bankers Trust Company 5.46% $35,400
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank, N.A. 25.64% $166,350
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Chemical 5.39% $35,000
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
First Bank National Association 47.01% $305,000
c/o Ice Proxy Services
71 Executive Blvd.
Farmingdale, NY 11735
24
<PAGE>
(a)(xx) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-B Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Boston Safe Deposit & Trust 39.39% $16,250
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Fuji Bank & Trust Co. 60.61% $25,000
2 World Bank Center, 81st Floor
New York, NY 10048
25
<PAGE>
(a)(xxi) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-C Class A 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 7.55% $ 45,700
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Co. 5.62% $ 34,000
c/o BT Services Tennessee, Inc.
648 Grassmere Park Dr.
Nashville, TN 87211
Chase Manhattan Bank 19.41% $117,525
4 New York Plaza
13th Floor
New York, NY 10004
SSB-Custodian 21.61% $130,839
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Boston Safe Deposit & Trust 10.49% $ 63,536
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank/Chemical 22.38% $135,500
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Citibank, N.A. 7.68% $ 46,500
P.O. Box 30576
Tampa, FL 33630-3576
26
<PAGE>
(a)(xxii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-C Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Fuji Bank & Trust Co. 64.94% $25,000
2 World Trade Center
81st Floor
New York, NY 10048
Bank of New York 12.99% $ 5,000
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Co. 22.08% $ 8,500
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006
27
<PAGE>
(a)(xxiii) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-D Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Chase Manhattan Bank 42.25% $255,830
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Chemical 25.10% $152,000
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Bank of New York 9.70% $ 58,750
925 Patterson Plank Road
Secaucus, NJ 07094
Harris Trust & Savings Bank 6.28% $ 38,000
Proxy Operations
111 West Monroe Street, 1130
Chicago, IL 60603
Bankers Trust Co. 6.96% $ 42,170
c/o BT Services Tennessee, Inc.
648 Grassmere Park Dr.
Nashville, TN 87211
28
<PAGE>
(a)(xxiv) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-D Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Boston Safe Deposit & Trust 35.06% $13,500
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Bankers Trust Co. 64.94% $25,000
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006
29
<PAGE>
(a)(xxv) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-E Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Citibank, N.A. 8.09% $ 35,000
P.O. Box 30576
Tampa, FL 33630-3576
Chase Manhattan Bank 46.47% $201,000
4 New York Plaza
13th Floor
New York, NY 10004
Bear, Sterns Securities Corp 6.94% $ 30,000
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
SSB-Custodian 20.23% $ 87,500
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Brown Brothers Harriman & Co. 5.78% $ 25,000
63 Wall Street, 8th Floor
New York, NY 10005
30
<PAGE>
(a)(xxvi) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 96-E Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Chase Manhattan Bank 54.55% $15,000
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Chemical 36.36% $10,000
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Bank of New York 9.09% $ 2,500
925 Patterson Plank Road
Secaucus, NJ 07094
31
<PAGE>
(a)(xxv) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 98-A Class A Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Citibank, N.A. 17.49% $169,000
P.O. Box 30576
Tampa, FL 33630-3576
Bank of New York 10.09% $ 97,495
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Co. 11.06% $106,840
c/o BT Services Tennessee, Inc.
648 Grassmere Park Dr.
Nashville, TN 87211
SSB-Custodian 8.14% $ 78,640
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Brown Brothers Harriman & Co. 9.80% $ 94,645
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank/Chemical 9.13% $ 88,220
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
BNY/ITC - Dealers Clearance Special 5.18% $ 50,000
c/o N.A. Schapiro & Co. In.
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005
Commerzbank Capital Markets Corp. 5.18% $ 50,000
2 World Financial Center
31st Floor
New York, NY 10281-1050
32
<PAGE>
(a)(xxvi) Each holder of record at February 28, 1998 of more than five percent
(5%) of the Series 98-A Class B Certificates is indicated below:
Dollar Amount
of
Percent Certificates
of Certificates Held
Name and Address of Holder Held (in $1,000's)
- - - ------------------------------- -------------------- --------------
Chase Manhattan Bank 57.97% $50,000
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. 18.55% $16,000
P.O. Box 30576
Tampa, FL 33630-3576
Bankers Trust Co. 6.09% $ 5,250
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006
NBD Bank Municipal Bond Dept. 17.39% $15,000
Attn: Securities Dept.
611 Woodward Avenue
Detroit, MI 48226
33
(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.
34
<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 II
BY: Fleet Bank (RI), National Association,
as Servicer
Dated: March 30, 1998 By: /s/Robert B. Hedges, Jr.
------------------------
Robert B. Hedges, Jr.
Chairman and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby
constitute and appoint Robert B. Hedges, Jr., James P. Tylenda, Ronald R.
Mittendorf, Gregory L. Ball, H. Jay Sarles, Michael R. Zucchini and Amy W.
Bizar, or any 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, 1997 relating to Fleet
Credit Card Master Trust II (formerly ADVANTA Master Credit Card Trust II)
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 Servicer for the Fleet Credit Card Master Trust II and
in the capacities indicated on the 30th day of March, 1998.
Signature Title
/s/Robert B. Hedges, Jr. Chairman, Chief Executive Officer
- - - ------------------------- and Director
Robert B. Hedges, Jr.
/s/John K. Bray Chief Financial Officer
- - - -------------------------
John K. Bray
/s/Gregory L. Ball Senior Vice President and
- - - ------------------------- Director
Gregory L. Ball
35
<PAGE>
Director
- - - -------------------------
H. Jay Sarles
/s/James P. Tylenda President, Chief Operating
- - - ------------------------- Officer and Director
James P. Tylenda
Director
- - - -------------------------
Michael R. Zucchini
36
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- - - ------------------------------------------------------------------------------
24 Powers of Attorney 34
(included on signature page)
99 Supplementary Trust Data 37
37
<SEQUENCE>2
[DESCRIPTION]TRUST DATA
EXHIBIT 99
Supplementary Trust Data
l. The total amount of cash distributed to
Certificateholders in l997, per $l,000
of Certificates..................................................$149.306
2. The total amount of the distribution set
forth in paragraph l which represents
principal payments on the Certificates ...........................$91.146
3. The amount of outstanding balances in the
Accounts which were 30 or more days
delinquent as of the end of the
December l997 Monthly Period .............................$422,047,932.57
4. The total amount of the Monthly
Servicing Fee paid to the Servicer
by the Trust in l997......................................$151,096,368.38
38
