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 1.49% of the accounts and 4.60% of the receivables were 30 days or more delinquent. The aggregate outstanding balance of such delinquent accounts was $63,063,455. 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").
(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).
Item 3.
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.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5.
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 twelve (12) holders of record of the Series 93-2 Certificates, fifteen (15) holders of record of the Series 93-4 Certificates.
(c) Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Not applicable.
Item 8.
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.
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.
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 93-2 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 19.59% $ 78,380 925 Patterson Plank Road Secaucus, NJ 07094
SSB-Custodian 13.25% $ 53,000 Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631
Chase Manhattan Bank 41.39% $165,550 4 New York Plaza 13th Floor New York, NY 10004
Chase Manhattan Bank/Chemical 5.50% $ 22,000 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
Bankers Trust Company 6.63% $ 26,500 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Swiss Bank Corporation 5.65% $ 22,600 222 Broadway New York, NY 10038
(a)(ii) Each holder of record at February 28, 1998 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 25.25% $100,980 925 Patterson Plank Road Secaucus, NJ 07094
Chase Manhattan Bank 25.21% $100,830 4 New York Plaza 13th Floor New York, NY 10004
Chase Manhattan Bank/Chemical 8.25% $ 33,000 4 New York Plaza Proxy Department 13th Floor New York, NY 10004
SSB-Custodian 16.34% $ 65,357 Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631
Bankers Trust 7.37% $ 29,490 c/o BT Services Tennessee, Inc. 648 Grassmere Park Road Nashville, TN 37211
Swiss Bank Corp. 7.43% $ 29,710 222 Broadway New York, NY 10038
(b) Not applicable.
(c) Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14.
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.
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 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 (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 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
Director - - - ------------------------- H. Jay Sarles
/s/James P. Tylenda President, Chief Operating - - - ------------------------- Officer and Director James P. Tylenda
Director - - - ------------------------- Michael R. Zucchini
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