<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. 33-05433
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)
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...........................................5
Item 4. Submission of Matters to a Vote of
Security Holders..........................................5
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters...........................5
Item 6. Selected Financial Data.....................................6
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............6
Item 8. Financial Statements and Supplementary Data.................6
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................6
PART III
Item l0. Directors and Executive Officers of
the Registrant............................................6
Item ll. Executive Compensation......................................6
Item l2. Security Ownership of Certain Beneficial
Owners and Management...................................7
Item l3. Certain Relationships and Related
Transactions.............................................33
PART IV
Item l4. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K..................................33
SIGNATURES...........................................................34
EXHIBITS.............................................................36
<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, 1998 through January 15 1999, as filed by the Registrant, is incorporated
herein by reference. For the monthly period ending December 31, 1998,
approximately 1.61% of the accounts and 4.76% of the receivables were 30 days or
more delinquent. The aggregate outstanding balance of such delinquent accounts
was $451,240,299.21. 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"), the Class B
Floating Rate Asset Backed Certificates, Series 96-E ("Series 96-E Class B")
the Class A Floating Rate Asset Backed Certificates, Series 98-A ("Series 98-A
Class A") and the Class B Floating Rate Asset Backed Certificates, Series 98-A
("Series 98-A 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 1994-B
Class A
December 31, 1998 4,911,787.92 8.93%
November 30, 1998 4,319,852.72 7.85%
October 31, 1998 4,583,996.58 8.33%
Series 1994-B
Class B
December 31, 1998 224,848.41 8.99%
November 30, 1998 197,484.69 7.90%
October 31, 1998 208,058.41 8.32%
Series 1994-D
Class A
December 31, 1998 0.00 0.00%
November 30, 1998 0.00 0.00%
October 31, 1998 0.00 0.00%
Series 1994-D
Class B
December 31, 1998 0.00 0.00%
November 30, 1998 0.00 0.00%
October 31, 1998 0.00 0.00%
Series 1995-A
Class A
December 31, 1998 4,459,165.69 8.94%
November 30, 1998 3,916,982.50 7.85%
October 31, 1998 4,154,456.64 8.33%
Series 1995-A
Class B
December 31, 1998 261,443.68 8.96%
November 30, 1998 231,340.25 7.93%
October 31, 1998 241,616.22 8.28%
Series 1995-C
Class A
December 31, 1998 3,635,760.26 8.93%
November 30, 1998 3,202,083.56 7.86%
October 31, 1998 3,389,338.61 8.32%
Series 1995-C
Class B
December 31, 1998 259,821.70 9.04%
November 30, 1998 224,851.57 7.82%
October 31, 1998 241,616.22 8.40%
Series 1995-D
Class A1
December 31, 1998 3,862,000.16 8.93%
November 30, 1998 3,398,516.87 7.86%
October 31, 1998 3,605,521.55 8.34%
Series 1995-D
Class A2
December 31, 1998 379,502.91 8.93%
November 30, 1998 333,958.30 7.86%
October 31, 1998 354,299.81 8.34%
Series 1995-D
Class B
December 31, 1998 224,689.13 8.99%
November 30, 1998 197,484.69 7.90%
October 31, 1998 208,058.41 8.32%
Series 1995-E
Class A1
December 31, 1998 0.00 0.00%
November 30, 1998 0.00 0.00%
October 31, 1998 0.00 0.00%
Series 1995-E
Class A2
December 31, 1998 0.00 0.00%
November 30, 1998 0.00 0.00%
October 31, 1998 0.00 0.00%
Series 1995-E
Class B
December 31, 1998 0.00 0.00%
November 30, 1998 0.00 0.00%
October 31, 1998 107,384.99 0.00%
Series 1995-F
Class A1
December 31, 1998 2,815,057.11 8.93%
November 30, 1998 2,477,031.59 7.86%
October 31, 1998 2,624,220.59 8.33%
</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 1995-F
Class A2
December 31, 1998 2,815,057.11 8.93%
November 30, 1998 2,477,031.59 7.86%
October 31, 1998 2,624,220.59 8.33%
Series 1995-F
Class B
December 31, 1998 331,708.81 8.92%
November 30, 1998 291,150.52 7.83%
October 31, 1998 308,731.83 8.30%
Series 1995-G
Class A
December 31, 1998 3,219,733.30 8.93%
November 30, 1998 2,833,068.90 7.86%
October 31, 1998 3,000,068.04 8.32%
Series 1995-G
Class B
December 31, 1998 203,768.87 8.89%
November 30, 1998 178,018.65 7.77%
October 31, 1998 194,635.29 8.49%
Series 1996-A
Class A1
December 31, 1998 1,635,270.44 8.92%
November 30, 1998 1,439,950.91 7.85%
October 31, 1998 1,526,880.27 8.33%
Series 1996-A
Class A2
December 31, 1998 1,635,270.44 8.92%
November 30, 1998 1,439,950.91 7.85%
October 31, 1998 1,526,880.27 8.33%
Series 1996-A
Class B
December 31, 1998 196,742.36 8.99%
November 30, 1998 171,529.97 7.84%
October 31, 1998 181,212.16 8.28%
Series 1996-B
Class A
December 31, 1998 4,827,629.04 8.93%
November 30, 1998 4,247,065.09 7.86%
October 31, 1998 4,503,457.84 8.33%
Series 1996-B
Class B
December 31, 1998 309,007.29 8.99%
November 30, 1998 270,272.32 7.86%
October 31, 1998 288,597.15 8.40%
Series 1996-C
Class A
December 31, 1998 4,509,813.98 8.94%
November 30, 1998 3,963,815.41 7.86%
October 31, 1998 4,201,437.57 8.33%
Series 1996-C
Class B
December 31, 1998 288,087.02 8.98%
November 30, 1998 250,806.28 7.82%
October 31, 1998 268,462.46 8.37%
Series 1996-D
Class A
December 31, 1998 4,509,813.98 8.94%
November 30, 1998 3,963,815.41 7.86%
October 31, 1998 4,201,437.57 8.33%
Series 1996-D
Class B
December 31, 1998 288,087.02 8.98%
November 30, 1998 250,806.28 7.82%
October 31, 1998 268,462.46 8.37%
</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 1996-E
Class A
December 31, 1998 3,219,733.30 8.93%
November 30, 1998 2,833,068.90 7.86%
October 31, 1998 3,000,068.04 8.32%
Series 1996-E
Class B
December 31, 1998 203,768.87 8.89%
November 30, 1998 178,018.65 7.77%
October 31, 1998 194,635.29 8.49%
Series 1998-A
Class A
December 31, 1998 7,192,606.90 8.93%
November 30, 1998 6,321,226.46 7.85%
October 31, 1998 6,704,850.05 8.33%
Series 1998-A
Class B
December 31, 1998 640,875.37 8.92%
November 30, 1998 567,911.52 7.90%
October 31, 1998 597,328.98 8.31%
</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 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. Amendment Number 3 to the Amended and Restated Pooling and Servicing
Agreement dated February 20,1998, was filed with the Securities and Exchange
Commission as Exhibit 4.1 of the Form 8-K dated March 10, 1998).
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, 1999 there were thirteen (13) holders of record of
the Series 94-B Class A Certificates, three (3) holders of record of
the Series 94-B Class B Certificates, nine (9) holders of record of
the Series 95-A Class A Certificates, three (3) holders of record of
the Series 95-A Class B Certificates, eleven (11) holders of record
of the Series 95-C Class A Certificates, one (1) holder of record of
the Series 95-C Class B Certificates, thirteen (13) 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-five (35) holders of
record of the Series 95-F Class A1 Certificates, twenty-four (24)
holders of record of the Series 95-F Class A2 Certificates, three
(3) holders of record of the Series 95-F Class B Certificates, six
(6) holders 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, eight (8) holders of record of the Series 96-A Class
A2 Certificates, one (1) holder of record of the Series 96-A Class B
Certificates, fourteen (14) holders of record of the Series 96-B
Class A Certificates, two (2) holders of record of the Series 96-B
Class B Certificates, nine (9) holders of record of the Series 96-C
Class A Certificates, three (3) holders of record of the Series 96-C
Class B Certificates, ten (10) holders of record of the Series 96-D
Class A Certificates, two (2) holders of record of the Series 96-D
Class B Certificates, eight (8) holders of record of Series 96-E
Class A Certificates, three (3) holders of record of Series 96-E
Class B Certificates, twenty (20) holders of record of Series 98-A
Class A Certificates and six (6) 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, 1999 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)
- - - ------------------------------- -------------------- -------------
Bank of New York (The) 9.28% $ 61,225
925 Patterson Plank Rd
Secaucus, NJ 07094
Bankers Trust Company 27.52% $ 181,655
c/o BT Svcs Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 39.10% $ 258,050
4 New York Plaza, 13th Floor
New York, NY 10004
Prudential Securities Custody 14.43% $ 95,235
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
8
<PAGE>
(a)(ii) Each holder of record at February 28, 1999 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 (The) 33.33% $ 10,000
925 Patterson Plank Rd
Secaucus, NJ 07094
Chase Manhattan Bank 58.33% $17,500
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Securities Inc. 8.33% $2,500
55 Water Street, Room 434
New York, NY 10041
9
<PAGE>
(a)(v) Each holder of record at February 28, 1999 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. 5.03% $ 30,120
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Co. 53.77% $321,830
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
10
<PAGE>
(a)(vi) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- -------------
Bank of New York (The) 14.29% $ 5,000
925 Patterson Plank Rd.
Secaucus, NJ 07094
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
11
<PAGE>
(a)(vii) Each holder of record at February 28, 1999 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 8.14% $ 39,760
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 13.30% $ 65,000
c/o BT Services Tennessee, Inc
648 Grassmere Park Dr.
Nashville, TN 37211
Boston Safe Deposit And Trust Co. 15.43% $ 75,400
c/o Mellon Bank N.A.
3 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
Chase Manhattan Bank 10.21% $ 49,905
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Co. 26.79% $130,950
Global Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105
Swiss American Securities, Inc. 11.05% $ 54,000
100 Wall Street
New York, NY 10005
12
<PAGE>
(a)(viii) Each holder of record at February 28, 1999 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 100.00% $34,500
Attn: Securities Dept.
611 Woodward Ave.
Detroit, MI 48226
13
<PAGE>
(a)(ix) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- -------------
Bank of New York (The) 15.58% $ 80,850
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company 12.79% $ 66,400
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 38.54% $200,000
4 New York Plaza, 13th Floor
New York, NY 10004
Republic National Bank of New York 7.71% $ 40,000
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
State Street Bank and Trust Co. 11.59% $ 60,150
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
14
<PAGE>
(a)(x) Each holder at February 28, 1999 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 100.00% $30,000
Attn: Securities Dept.
611 Woodward Ave.
Detroit, MI 48226
15
<PAGE>
(a)(xi) Each holder of record at February 28, 1999 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 (The) 7.19% $27,200
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 15.31% $57,900
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Co. 14.28% $54,000
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 13.13% $49,670
4 New York Plaza, 13th Floor
New York, NY 10004
Deutsche Bank A.G. New York Branch 11.72% $44,335
31 West 52nd Street
New York, NY 10019
Northern Trust Company (The) 8.50% $32,150
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Co. 9.79% $37,025
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
16
<PAGE>
(a)(xii) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York 20.98% $ 79,350
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Co. 17.04% $ 64,460
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 16.24% $ 61,440
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 6.66% $ 25,210
P.O. Box 30576
Tampa, FL 33630
Republic National Bank of New York 11.90% $ 45,000
Investment Account
1 Hanson Place, Lower Level
Brooklyn. NY 11243
State Street Bank and Trust Co. 15.06% $ 56,950
Global Corp. Action Dept. JAB5W
P.P Box 1631
Boston, MA. 02105
17
<PAGE>
(a)(xiii) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York (The) 11.76% $ 5,250
925 Patterson Plank Rd.
Secaucus, NJ 07094
BT/Inv AC 32.21% $14,375
16 Wall Street, 5th Floor
New York, NY 10005
Fuji Bank 56.02% $25,000
2 World Trade Center, 81st Floor
New York, NY 10048
18
<PAGE>
(a)(xiv) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York (The) 8.67% $ 37,500
925 Patterson Plank Rd.
Secaucus, NJ 07094
Brown Brothers Harriman & Co. 12.72% $ 55,000
63 Wall Street, 8th Floor
New York, NY 10005
Bankers Trust Company 11.56% $ 50,000
Dealers Clearance Account #2
16 Wall Street
New York, NY 10005
Chase Manhattan Bank 20.81% $ 90,000
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 11.56% $ 50,000
P.O. Box 30576
Tampa, FL 33630
Prudential Securities 34.68% $150,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
19
<PAGE>
(a)(xv) Each holder of record at February 28, 1999 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, 1999 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 10.70% $23,545
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 25.50% $56,095
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank 19.59% $43,100
4 New York Plaza, 13th Floor
New York, NY 10004
FUNB - Phila. Main 6.20% $13,630
530 Walnut Street
FC1-9-81-48
Philadelphia, PA 19101
Northern Trust Company (The) 5.57% $12,250
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Co. 16.72% $36,775
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
21
<PAGE>
(a)(xvii) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York (The) 13.64% $ 30,000
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 35.91% $ 79,000
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 21.59% $ 47,500
P.O. Box 30756
Tampa, FL 33630
Credit Suisse First Boston Corp. 15.45% $ 34,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Co. 9.09% $ 20,000
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
22
<PAGE>
(a)(xviii) Each holder of record at February 28, 1999 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, 1999 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 12.89% $ 83,610
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 18.04% $117,026
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 13.72% $ 89,000
P.O. Box 30576
Tampa, FL 33630
U.S. Bank National Association 31.60% $205,000
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
24
<PAGE>
(a)(xx) Each holder of record at February 28, 1999 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 Co. 39.39% $16,250
c/o Mellon Bank N.A.
3 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, 1999 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 (The) 7.84% $ 47,500
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 16.66% $100,900
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 23.12% $140,000
P.O. Box 30576
Tampa, FL 33630
State Street Bank and Trust Co. 40.72% $246,575
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
26
<PAGE>
(a)(xxii) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York (The) 12.99% $ 5,000
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 22.08% $ 8,500
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006
Fuji Bank and Trust Company (The) 64.94% $25,000
2 World Trade Center, 81st Floor
New York, NY 10048
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)
- - - ------------------------------- -------------------- ------------
Bank of New York (The) 9.54% $ 57,750
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 25.24% $152,830
4 New York Plaza, 13th Floor
New York, NY 10004
Harris Trust & Savings Bank 14.53% $ 88,000
Proxy Operations
111 West Monroe Street, LLE
Chicago, IL 60603
State Street Bank and Trust Co. 9.22% $ 55,810
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
Warburg Dillon Reed LLC 33.03% $200,000
677 Washington Blvd
Stamford, CT 06901
28
<PAGE>
(a)(xxiv) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
ABN AMRO Incorporated 64.94% $25,000
Bond Trading
181 W. Madison
Chicago, IL 60603
Boston Safe Deposit & Trust 35.06% $13,500
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
29
<PAGE>
(a)(xxv) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Brown Brothers Harriman & Co. 5.78% $ 25,000
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank 32.31% $139,750
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 19.42% $ 84,000
P.O. Box 30576
Tampa, FL 33630
J.P. Morgan Securities Inc. 5.78% $ 25,000
Asset Backed
500 Stanton Christiana Road
Newark, DE 19713
State Street Bank and Trust Co. 28.32% $122,500
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
30
<PAGE>
(a)(xxvi) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York (The) 9.09% $ 2,500
925 Patterson Plank Road
Secaucus, NJ 07094
NBD Bank 36.36% $10,000
Attn: Securities Dept.
611 Woodward Avenue
Detroit, MI 48226
SSB - Bank Portfolio 54.55% $15,000
225 Franklin Street
Boston, MA 02110
31
<PAGE>
(a)(xxvii) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bankers Trust Company 12.70% $122,725
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211
BNY/ITC Dealers Clearance Special 5.18% $ 50,000
c/o Schapiro & Co. In.
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005
Brown Brothers Harriman & Co. 9.32% $ 90,000
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank 7.76% $ 75,000
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 15.01% $145,000
P.O. Box 30576
Tampa, FL 33630
State Street Bank and Trust Co. 36.66% $354,110
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105
32
<PAGE>
(a)(xxviii) Each holder of record at February 28, 1999 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)
- - - ------------------------------- -------------------- ------------
Bank of New York/ 8.12% $ 7,000
Barclays De Zoete Wedd Securities
One Wall Street, 4th Floor
New York, NY 10286
Bankers Trust Company 6.09% $ 5,250
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006
Chase Manhattan Bank 17.39% $15,000
4 New York Plaza, 13th Floor
New York, NY 10005
Citibank, N.A 18.55% $16,000
P.O. Box 30576
Tampa, FL 33630
NBD Bank 28.99% $25,000
Attn: Securities Dept.
611 Woodward Avenue
Detroit, MI 48226
SSB Bank Portfolio 20.87% $18,000
225 Franklin Street
Boston, MA 02110
33
<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.
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 31, 1999 By: /s/ John Kirby Bray
--------------------
John Kirby Bray
Executive Vice President and
Chief Financial 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 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 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
35
<PAGE>
/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
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 l998, per $l,000
of Certificates...................................................$108.34
2. The total amount of the distribution set
forth in paragraph l which represents
principal payments on the Certificates ............................$47.71
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 .............................$451,240,299.21
4. The total amount of the Monthly
Servicing Fee paid to the Servicer
by the Trust in l998......................................$157,789,004.15
38
