Item 1. 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).
Item 2.
Item 2. Properties
The information set forth in the Current Reports on Form 8-K dated February 15, 1999 through January 15, 2000, as filed by the Registrant, is incorporated herein by reference. For the monthly period ending December 31, 1999, approximately 1.72% of the accounts and 4.75% of the receivables were 30 days or more delinquent. The aggregate outstanding balance of such delinquent accounts was $523,872,121.82. 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 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") the Class A Floating Rate Asset Backed Certificates, Series 99-A ("Series 99-A Class A") and the Class B Floating Rate Asset Backed Certificates, Series 99-A ("Series 99-A Class B") the Class A Floating Rate Asset Backed Certificates, Series 99-B ("Series 99-B Class A") and the Class B Floating Rate Asset Backed Certificates, Series 99-B ("Series 99-B Class B") the Class A Fixed Rate Asset Backed Certificates, Series 99-C ("Series 99-C Class A") and the Class B Fixed Rate Asset Backed Certificates, Series 99-C ("Series 99-C Class B") the Class A Floating Rate Asset Backed Certificates, Series 99-D ("Series 99-D Class A") and the Class B Floating Rate Asset Backed Certificates, Series 99-D ("Series 99-D Class B").
Series/Class
Monthly Period Ended
Receivables Written Off as Uncollectible with Respect to the Participation Interests of Certificateholders
% of Receivables Outstanding on an Annualized Basis
Series 1994-B Class A
December 31, 1999
362,252.69
0.00%
November 30, 1999
733,092.52
12.00%
October 31, 1999
906,953.75
7.42%
Series 1994-B Class B
December 31, 1999
147,001.09
5.88%
November 30, 1999
150,930.81
6.04%
October 31, 1999
168,592.42
6.74%
Series 1995-A Class A
December 31, 1999
2,945,271.91
5.91%
November 30, 1999
2,997,054.69
6.01%
October 31, 1999
3,320,384.30
6.66%
Series 1995-A Class B
December 31, 1999
173,251.29
5.94%
November 30, 1999
172,492.36
5.91%
October 31, 1999
192,479.89
6.60%
Series 1995-C Class A
December 31, 1999
2,404,517.88
5.90%
November 30, 1999
2,447,235.31
6.01%
October 31, 1999
2,708,493.59
6.65%
Series 1995-C Class B
December 31, 1999
168,001.25
5.84%
November 30, 1999
172,492.36
6.00%
October 31, 1999
192,479.89
6.69%
Series 1995-D Class A1
December 31, 1999
2,551,518.98
5.90%
November 30, 1999
2,598,166.12
6.01%
October 31, 1999
2,877,086.01
6.65%
Series 1995-D Class A2
December 31, 1999
252,001.87
5.93%
November 30, 1999
253,348.15
5.96%
October 31, 1999
282,057.89
6.64%
Series 1995-D Class B
December 31, 1999
147,001.09
5.88%
November 30, 1999
150,930.81
6.04%
October 31, 1999
168,592.42
6.74%
Series 1995-F Class A1
December 31, 1999
1,858,513.82
5.90%
November 30, 1999
1,892,025.54
6.00%
October 31, 1999
2,096,602.88
6.65%
Series 1995-F Class A2
December 31, 1999
1,863,763.86
5.91%
November 30, 1999
1,892,025.54
6.00%
October 31, 1999
2,096,602.88
6.65%
Series 1995-F Class B
December 31, 1999
220,501.64
5.93%
November 30, 1999
231,786.60
6.23%
October 31, 1999
250,818.40
6.74%
Series 1995-G Class A
December 31, 1999
2,126,265.81
0.00%
November 30, 1999
2,166,935.23
6.01%
October 31, 1999
2,396,576.37
6.65%
Series 1995-G Class B
December 31, 1999
136,501.02
5.96%
November 30, 1999
134,759.65
5.88%
October 31, 1999
155,268.53
6.78%
Series 1996-A Class A1
December 31, 1999
1,081,508.04
5.90%
November 30, 1999
1,099,638.77
6.00%
October 31, 1999
1,219,189.72
6.65%
Series 1996-A Class A2
December 31, 1999
1,081,508.04
5.90%
November 30, 1999
1,099,638.77
6.00%
October 31, 1999
1,219,189.72
6.65%
Series 1996-A Class B
December 31, 1999
131,250.98
6.00%
November 30, 1999
134,759.65
6.16%
October 31, 1999
149,296.66
6.82%
Series 1996-B Class A
December 31, 1999
3,192,023.74
5.90%
November 30, 1999
3,250,402.84
6.01%
October 31, 1999
3,597,850.48
6.65%
Series 1996-B Class B
December 31, 1999
204,751.52
5.96%
November 30, 1999
204,834.67
5.96%
October 31, 1999
228,311.09
6.64%
Series 1996-C Class A
December 31, 1999
2,982,022.18
5.91%
November 30, 1999
3,029,397.01
6.00%
October 31, 1999
3,357,595.66
6.65%
Series 1996-C Class B
December 31, 1999
189,001.41
5.89%
November 30, 1999
194,053.90
6.05%
October 31, 1999
210,395.49
6.56%
Series 1996-D Class A
December 31, 1999
2,982,022.18
5.91%
November 30, 1999
3,029,397.01
6.00%
October 31, 1999
3,357,595.66
6.65%
Series 1996-D Class B
December 31, 1999
189,001.41
5.89%
November 30, 1999
194,053.90
6.05%
October 31, 1999
210,395.49
6.56%
Series 1996-E Class A
December 31, 1999
2,126,265.81
5.90%
November 30, 1999
2,166,935.23
6.01%
October 31, 1999
2,396,576.37
6.65%
Series 1996-E Class B
December 31, 1999
136,501.02
5.96%`
November 30, 1999
134,759.65
5.88%
October 31, 1999
155,268.53
6.78%
Series 1998-A Class A
December 31, 1999
4,751,285.34
5.90%
November 30, 1999
4,835,176.37
6.01%
October 31, 1999
5,357,268.51
6.65%
Series 1998-A Class B
December 31, 1999
425,253.16
5.92%
November 30, 1999
431,230.89
6.00%
October 31, 1999
475,917.94
6.62%
Series 1999-A Class A
December 31, 1999
2,451,768.24
5.91%
November 30, 1999
2,490,358.40
6.00%
October 31, 1999
2,762,240.39
6.66%
Series 1999-A Class B
December 31, 1999
220,501.64
5.88%
November 30, 1999
226,396.22
6.04%
October 31, 1999
247,606.85
6.60%
Series 1999-B Class A
December 31, 1999
2,042,265.19
5.91%
November 30, 1999
2,075,298.66
6.00%
October 31, 1999
2,301,026.50
6.65%
Series 1999-B Class B
December 31, 1999
183,751.37
5.88%
November 30, 1999
188,663.51
6.04%
October 31, 1999
209,015.33
6.69%
Series 1999-C Class A
December 31, 1999
1,244,259.25
5.91%
November 30, 1999
1,230,125.64
5.84%
October 31, 1999
0.00
0.00%
Series 1999-C Class B
December 31, 1999
99,750.74
5.91%
November 30, 1999
99,882.00
5.92%
October 31, 1999
0.00
0.00%
Series 1999-D Class A
December 31, 1999
2,404,517.88
5.90%
November 30, 1999
2,381,397.08
5.84%
October 31, 1999
0.00
0.00%
Series 1999-D Class B
December 31, 1999
220,501.64
5.88%
November 30, 1999
220,791.78
5.89%
October 31, 1999
0.00
0.00%
(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) and as further amended by Amendment Number 4 to the Amended and Restated Pooling and Servicing Agreement, dated as of May 14, 1999.
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 29, 2000 there were 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, 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, six (6) holders of record of Series 98-A Class B Certificates, twenty-two (22) holders of record of the Series 99-A Class A Certificates, one (1) holder of record of the Series 99-A Class B Certificates, fourteen (14) holders of record of the Series 99-B Class A Certificates, two (2) holders of record of the Series 99-B Class B Certificates, nine (9) holders of record of the Series 99-C Class A Certificates, three (3) holders of record of the Series 99-C Class B Certificates, ten (10) holders of record of the Series 99-D Class A Certificates and two (2) holders of record of the Series 99-D Class B 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 14(a) hereof.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a)(i) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-A Class A Certificates is indicated below:
(a)(ii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-A Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
14.29%
$5,000
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
71.42%
$25,000
Citibank, N.A. P.O. Box 30576 Tampa, FL 33630
14.29%
$ 5,000
(a)(iii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-C Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
16.32%
$79,760
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
7.16%
$35,000
Brown Brothers Harriman & Co. 63 Wall Street, 8th Floor New York, NY 10005
8.59%
$42,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
38.44%
$187,855
Swiss American Securities, Inc. 100 Wall Street New York, NY 10005
10.13%
$49,500
(a)(iv) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-C Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Co., N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
100.00%
$34,500
(a)(v) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-D Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
8.43%
$43,750
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
14.37%
$74,600
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
40.62%
$210,800
HSBC Bank USA/Republic Investment Account One Hanson Place, Lower Level Brooklyn, NY 11243
7.71%
$40,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
11.42%
$59,250
U.S Bank National Association 601 Second Avenue South Minneapolis, MN 55402
5.01%
$26,000
(a)(vi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-D Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Co., N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
100.00%
$30,000
(a)(vii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-F Class A1 Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
17.83%
$67,450
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
7.01%
$26,500
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
17.48%
$66,120
Deutsche Bank A.G. New York Branch 31 West 52nd Street New York, NY 10019
12.25%
$46,335
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607
6.91%
$26,150
SSB - Trust Custody 225 Franklin Street, M4 Boston, MA 02110
7.80%
$29,500
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
7.56%
$28,610
(a)(viii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-F Class A2 Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
12.59%
$47,605
Boston Safe Deposit and Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Rm 153-3015 Pittsburgh, PA 15259
17.23%
$65,165
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
24.29%
$91,860
HSBC Bank USA/Republic Investment Account One Hanson Place, Lower Level Brooklyn. NY 11243
11.90%
$45,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
21.49%
$81,275
(a)(ix) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-F Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
11.77%
$5,250
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
32.21%
$14,375
Fuji Bank and Trust Company (The) 2 World Trade Center, 81st Floor New York, NY 10048
56.02%
$25,000
(a)(x) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-A Class A1 Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company c/o BT Services Tennessee, Inc. 648 Grassmere Park Road Nashville, TN 37211
18.51%
$40,715
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
13.07%
$28,750
Citibank, N.A.
P.O. Box 30576 Tampa, FL 33630-3576
5.78%
$12,725
FUNB - Phila. Main 123 South Broad Street Philadelphia, PA 19109
8.47%
$18,630
Harris Trust & Savings Bank Proxy Operations 111 West Monroe Street LLE Chicago, IL 60603
9.09%
$20,000
Fifth Third Bank (The) Dept. 00850 - Proxy 38 Fountain Square Plaza Cincinnati, OH 45263
14.48%
$31,850
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
9.66%
$21,250
(a)(xi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-A Class A2 Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094
7.73%
$17,000
The Bank of New York/Credit Agricole One Wall Street New York, NY 10286
9.09%
$20,000
Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Rm 153-3015 Pittsburgh, PA 15259
18.18%
$40,000
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
33.64%
$74,000
Norwest Bank Minnesota, National Association 733 Marquette Avenue Minneapolis, MN 55479-0056
12.50%
$27,500
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
12.27%
$27,000
(a)(xii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-A Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Swiss American Securities, Inc. 100 Wall Street New York, NY 10005
100.00%
$26,250
(a)(xiii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-B Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company c/o BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
8.95%
$58,050
Boston Safe Deposit and Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, Pa 15259
6.49%
$42,100
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
14.94%
$96,915
Norwest Bank Minnesota, National Association 733 Marquette Avenue Minneapolis, MN 55479-0056
6.78%
$44,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
12.30%
$79,771
U.S. Bank National Association MPFP 1603 Proxy Unit 601 Second Ave. South Minneapolis, MN 55402
31.60%
$205,000
(a)(xiv) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-B Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
39.39%
$16,250
Fuji Bank & Trust Co. 2 World Trade Center, 81st Floor New York, NY 10048
60.61%
$25,000
(a)(xv) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-C Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094
6.71%
$40,617
Bankers Trust Company c/o BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
5.22%
$31,600
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
13.87%
$84,000
Norwest Bank Minnesota, National Association 733 Marquette Avenue Minneapolis, MN 55479-0056
12.06%
$73,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
51.15%
$309,683
(a)(xvi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-C Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094
12.99%
$5,000
Fuji Bank and Trust Company (The) 2 World Trade Center, 81st Floor New York, NY 10048
64.93%
$25,000
SSB - Bank Portfolio 1776 Heritage Dr. Global Corp. Action Unit. JAB5NW N. Quincy, MA 02171
22.08%
$8,500
(a)(xvii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-D Class A Certificates is indicated below:
(a)(xviii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-D Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Company, N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
25.97%
$10,000
Boston Safe Deposit and Trust Co. c/o Mellon Bank, N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
35.07%
$13,500
Citibank, N.A. P.O. Box 30576 Tampa, FL 33630-3576
38.96%
$15,000
(a)(xix) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-E Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094
12.17%
$52,650
Brown Brothers Harriman & Co. 63 Wall Street, 8th Floor New York, NY 10005
5.78%
$25,000
Citibank, N.A. P.O. Box 30576 Tampa, FL 33630
9.71%
$42,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
49.02%
$212,000
Swiss American Securities, Inc. 100 Wall Street New York, NY 10005
7.40%
$32,000
(a)(xx) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-E Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094
9.09%
$2,500
Bank One Trust Company, N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
36.36%
$10,000
SSB - Bank Portfolio 1776 Heritage Dr. Global Corporate Action Dept. JAB5NW N. Quincy, MA 02171
54.55%
$15,000
(a)(xxi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 98-A Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company c/o BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
10.62%
$102,615
Boston Safe Deposit & Trust Co. c/o Mellon Bank, N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
7.97%
$77,000
Brown Brothers Harriman & Co. 63 Wall Street, 8th Floor New York, NY 10005
5.18%
$50,000
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
10.36%
$100,040
Citibank, N.A. P.O. Box 30576 Tampa, FL 33630-3576
9.21%
$89,000
Norwest Bank Minnesota, National Association 733 Marquette Avenue Minneapolis, MN 55479-0056
5.18%
$50,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
37.67%
$363,850
(a)(xxii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 98-A Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company c/o BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
11.59%
$10,000
Bank One Trust Company, N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
28.99%
$25,000
Citibank, N.A. P.O. Box 30576 Tampa, FL 33630-3576
23.19%
$20,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
8.12%
$7,000
SSB - Bank Portfolio 1776 Heritage Dr. Global Corporate Action Unit JAB5NW N. Quincy, MA 02171
20.87%
$18,000
(a)(xxiii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-A Class A Certificates is indicated below:
(a)(xxiv) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-A Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
44.45%
$20,000
Bank One Trust Company, N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
22.22%
$10,000
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
33.33%
$15,000
(a)(xxv) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-B Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
45.30%
$188,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
43.86%
$182,000
Swiss American Securities, Inc. 100 Wall Street New York, NY 10005
7.23%
$30,000
(a)(xxvi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-B Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Company, N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
26.67%
$10,000
Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
26.67%
$10,000
Citibank, N.A. P.O. Box 30756 Tampa, FL 33630-3576
46.66%
$17,500
(a)(xxvii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-C Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
9.95%
$25,150
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
8.43%
$21,310
Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
8.81%
$22,275
SSB - Trust Custody 225 Franklin Street, M4 Boston, MA 02110
12.11%
$30,600
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
6.05%
$15,295
Suntrust Bank 303 Peachtree Street, 23rd Floor Atlanta, GA 30302
33.63%
$85,000
Fifth Third Bank (The) Dept. 00850 - Proxy 38 Fountain Square Plaza Cincinnati, OH 45263
15.47%
$39,100
(a)(xxviii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-C Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Chase Manhattan Bank 4 New York Plaza, 13th Floor New York, NY 10004
64.20%
$13,000
FUNB - Phila. Main 123 South Broad Street Philadelphia, PA 19109
14.81%
$3,000
SSB - Trust Custody 225 Franklin Street, M4 Boston, MA 02110
20.99%
$4,250
(a)(xxix) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-D Class A Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. 3 Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
21.47%
$105,000
Brown Brothers Harriman & Co. 63 Wall Street, 8th Floor New York, NY 10005
6.13%
$30,000
Merrill Lynch, Pierce, Fenner & Smith, Inc. - Debt SEC 4 Corporate Place Corporate Park 287 Piscataway, NJ 08855
6.13%
$30,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW N. Quincy, MA 02171
56.24%
$275,015
(a)(xxx) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 99-D Class B Certificates is indicated below:
Name and Address of Holder
Percent of Certificates Held
Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094
55.56%
$25,000
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
22.22%
$10,000
Bank One Trust Company, N.A. 1900 Polaris Parkway, 4th Floor Columbus, OH 43240
22.22%
$10,000
(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
Powers of Attorney (included on signature page)
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 II
BY: Fleet Bank (RI) National Association, as Servicer
Dated: March 31, 2000
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, 1999 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, 2000.
Signature
Title
/s/Joseph W. Saunders
Chairman, President, Chief Executive Officer and Director
Joseph W. Saunders
/s/John Kirby Bray
Executive Vice President and Cheif Financial Officer
John Kirby Bray
/s/Michael J. Sheahan
Controller
Michael J. Sheahan
/s/Anne Finucane
Director
Anne Finucane
/s/Robert B. Hedges, Jr.
Director
Robert B. Hedges, Jr.
/s/V. Duncan Johnson
Director
V. Duncan Johnson
/s/Eugene M. McQuade
Director
Eugene M. McQuade
/s/Brian T. Moynihan
Director
Brian T. Moynihan
/s/Evelyn F. Murphy
Director
Evelyn F. Murphy
/s/H. Jay Sarles
Director
H. Jay Sarles
INDEX TO EXHIBITS
Exhibit Number
Description of Exhibit
Sequential Page Number
Powers of Attorney (included on signature page)
Supplementary Trust Data