10-K 1 mt210k01.htm Fleet Credit Card Master Trust II, 10-K

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

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000 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

(State or other Jurisdiction of incorporation)

 

05-0495490

(I.R.S. Identification No.)

 

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 12(b) of the Act:

Title of each class which registered:

None

Name of each exchange on:

N/A

Securities registered pursuant to Section 12(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.

 

 

 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 filed between February 15, 2000 and January 15, 2001

Part I, Item 2

 

 

  

TABLE OF CONTENTS

 

PART I

Page

Item 1. 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 10. Directors and Executive Officers of the Registrant

6

Item 11. Executive Compensation

6

Item 12. Security Ownership of Certain Beneficial Owners and Management

7

Item 13. Certain Relationships and Related Transactions

33

 

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

33

SIGNATURES

34

EXHIBITS

36

 

 

 PART I

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. Properties

The information set forth in the Current Reports on Form 8-K dated February 15, 2000 through January 15, 2001, as filed by the Registrant, is incorporated herein by reference. For the monthly period ending December 31, 2000, approximately 1.67% of the accounts and 4.91% of the receivables were 30 days or more delinquent. The aggregate outstanding balance of such delinquent accounts was $576,410,372.93. Set forth below is certain information with respect to 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 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"), 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"), 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"), 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"), 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"), the Class B Floating Rate Asset Backed Certificates, Series 99-D ("Series 99-D Class B"), the Class A Floating Rate Asset Backed Certificates,Series 00-A ("Series 00-A Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-A ("Series 00-A Class B"), the Class A Floating Rate Asset Backed Certificates, Series 00-B ("Series 00-B Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-B ("Series 00-B Class B"), the Class A Fixed Rate Asset Backed Certificates, Series 00-C ("Series 00-C Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-C ("Series 00-C Class B"), the Class A Floating Rate Asset Backed Certificates, Series 00-D ("Series 00-D Class A") and the Class B Floating Rate Asset Backed Certificates, Series 00-D ("Series 00-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 1995-C Class A

December 31, 2000

2,151,379.20

5.28%

 

November 30, 2000

2,359,742.77

5.79%

 

October 31, 2000

2,420,942.21

5.94%

Series 1995-C Class B

December 31, 2000

152,220.23

5.29%

 

November 30, 2000

166,287.02

5.78%

 

October 31, 2000

170,179.61

5.92%

Series 1995-D Class A1

December 31, 2000

1,902,752.83

6.60%

 

November 30, 2000

2,416,590.34

6.70%

 

October 31, 2000

2,569,163.16

5.94%

Series 1995-D Class A2

December 31, 2000

182,664.27

7.14%

 

November 30, 2000

237,637.57

6.98%

 

October 31, 2000

252,524.58

5.94%

Series 1995-D Class B

December 31, 2000

131,924.20

5.28%

 

November 30, 2000

144,115.41

5.76%

 

October 31, 2000

148,220.95

5.93%

Series 1995-F Class A1

December 31, 2000

553,066.82

10.53%

 

November 30, 2000

848,538.06

8.08%

 

October 31, 2000

1,251,643.59

7.94%

Series 1995-F Class A2

December 31, 2000

553,066.82

10.53%

 

November 30, 2000

848,538.06

8.08%

 

October 31, 2000

1,246,153.93

7.91%

Series 1995-F Class B

December 31, 2000

197,886.29

5.32%

 

November 30, 2000

214,993.83

5.78%

 

October 31, 2000

219,586.59

5.90%

Series 1996-A Class A1

December 31, 2000

969,135.44

5.29%

 

November 30, 2000

1,060,699.02

5.79%

 

October 31, 2000

1,086,953.64

5.93%

Series 1996-A Class A2

December 31, 2000

969,135.44

5.29%

 

November 30, 2000

1,061,878.32

5.79%

 

October 31, 2000

1,086,953.64

5.93%

Series 1996-A Class B

December 31, 2000

116,702.17

5.33%

 

November 30, 2000

127,486.71

5.83%

 

October 31, 2000

131,751.96

6.02%

Series 1996-B Class A

December 31, 2000

2,856,666.24

5.28%

 

November 30, 2000

3,133,390.26

5.80%

 

October 31, 2000

3,211,453.95

5.94%

Series 1996-B Class B

December 31, 2000

182,664.27

5.31%

 

November 30, 2000

198,365.13

5.77%

 

October 31, 2000

203,117.60

5.91%

Series 1996-C Class A

December 31, 2000

2,663,853.96

5.28%

 

November 30, 2000

2,923,939.33

5.79%

 

October 31, 2000

2,997,357.02

5.94%

Series 1996-C Class B

December 31, 2000

167,442.25

5.22%

 

November 30, 2000

187,279.32

5.84%

 

October 31, 2000

192,138.27

5.99%

Series 1996-D Class A

December 31, 2000

2,663,853.96

5.28%

 

November 30, 2000

2,923,939.33

5.79%

 

October 31, 2000

2,997,357.02

5.94%

Series 1996-D Class B

December 31, 2000

167,442.25

5.22%

 

November 30, 2000

187,279.32

5.84%

 

October 31, 2000

192,138.27

5.99%

Series 1996-E Class A

December 31, 2000

1,902,752.83

5.28%

 

November 30, 2000

2,089,319.94

5.80%

 

October 31, 2000

2,140,969.30

5.94%

Series 1996-E Class B

December 31, 2000

121,776.18

5.31%

 

November 30, 2000

133,029.61

5.80%

 

October 31, 2000

137,241.62

5.99%

Series 1998-A Class A

December 31, 2000

4,252,018.32

5.28%

 

November 30, 2000

4,664,056.53

5.79%

 

October 31, 2000

4,781,498.10

5.94%

Series 1998-A Class B

December 31, 2000

380,550.57

5.29%

 

November 30, 2000

415,717.54

5.78%

 

October 31, 2000

428,193.86

5.96%

Series 1999-A Class A

December 31, 2000

2,191,971.26

5.28%

 

November 30, 2000

2,404,085.97

5.79%

 

October 31, 2000

2,464,859.53

5.94%

Series 1999-A Class B

December 31, 2000

197,886.29

5.28%

 

November 30, 2000

216,173.12

5.76%

 

October 31, 2000

225,076.26

6.00%

Series 1999-B Class A

December 31, 2000

1,826,642.71

5.28%

 

November 30, 2000

2,006,176.43

5.80%

 

October 31, 2000

2,053,134.66

5.94%

Series 1999-B Class B

December 31, 2000

167,442.25

5.36%

 

November 30, 2000

181,736.42

5.82%

 

October 31, 2000

186,648.61

5.97%

Series 1999-C Class A

December 31, 2000

1,111,207.65

5.28%

 

November 30, 2000

1,221,443.14

5.80%

 

October 31, 2000

1,251,643.59

5.94%

Series 1999-C Class B

December 31, 2000

91,332.14

5.41%

 

November 30, 2000

98,592.91

5.84%

 

October 31, 2000

98,813.97

5.86%

Series 1999-D Class A

December 31, 2000

2,151,379.20

5.28%

 

November 30, 2000

2,359,742.77

5.79%

 

October 31, 2000

2,420,942.21

5.94%

Series 1999-D Class B

December 31, 2000

197,886.29

5.28%

 

November 30, 2000

216,173.12

5.76%

 

October 31, 2000

225,076.26

6.00%

Series 2000-A Class A

December 31, 2000

2,689,223.99

5.28%

 

November 30, 2000

2,951,653.83

5.79%

 

October 31, 2000

3,024,805.35

5.94%

Series 2000-A Class B

December 31, 2000

248,626.37

5.30%

 

November 30, 2000

270,422.83

5.77%

 

October 31, 2000

279,972.91

5.97%

Series 2000-B Class A

December 31, 2000

2,334,043.47

5.29%

 

November 30, 2000

2,558,107.89

5.79%

 

October 31, 2000

2,618,570.14

5.93%

Series 2000-B Class B

December 31, 2000

213,108.32

5.25%

 

November 30, 2000

237,165.43

5.84%

 

October 31, 2000

241,545.25

5.95%

Series 2000-C Class A

December 31, 2000

2,334,043.47

5.29%

 

November 30, 2000

2,558,107.89

5.79%

 

October 31, 2000

2,618,570.14

5.93%

Series 2000-C Class B

December 31, 2000

213,108.32

5.25%

 

November 30, 2000

237,165.43

5.84%

 

October 31, 2000

241,545.25

5.95%

Series 2000-D Class A

December 31, 2000

4,051,571.10

6.63%

 

November 30, 2000

0.00

0.00%

 

October 31, 2000

0.00

0.00%

Series 2000-D Class B

December 31, 2000

375,030.41

6.67%

 

November 30, 2000

0.00

0.00%

 

October 31, 2000

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), as further amended by Amendment Number 4 to the Amended and Restated Pooling and Servicing Agreement, dated as of May 14, 1999 and as further amended by Amendment Number 5 to the Amended and Restated Pooling and Servicing Agreement, dated as of December 29, 2000.

 

 

 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, 2001 there were twelve (12) holders of record of the Series 95-C Class A Certificates, one (1) holder of record of the Series 95-C Class B Certificates, sixteen (16) holders of record of the Series 95-D Class A Certificates, one (1) holder of record of the Series 95-D Class B Certificates, twenty-six (26) holders of record of the Series 96-A Class A1 Certificates, nine (9) holders of record of the Series 96-A Class A2 Certificates, one (1) holder of record of the Series 96-A Class B Certificates, seventeen (17) holders of record of the Series 96-B Class A Certificates, two (2) holders of record of the Series 96-B Class B Certificates, fifteen (15) holders of record of the Series 96-C Class A Certificates, three (3) holders of record of the Series 96-C Class B Certificates, thirteen (13) holders of record of the Series 96-D Class A Certificates, two (2) holders of record of the Series 96-D Class B Certificates, twelve (12) holders of record of Series 96-E Class A Certificates, five (5) holders of record of Series 96-E Class B Certificates, seventeen (17) holders of record of the Series 99-A Class A Certificates, three (3) holder of record of the Series 99-A Class B Certificates, four (4) holders of record of the Series 99-B Class A Certificates, three (3) holders of record of the Series 99-B Class B Certificates, fifteen (15) holders of record of the Series 99-C Class A Certificates, four (4) holders of record of the Series 99-C Class B Certificates, seven (7) holders of record of the Series 99-D Class A Certificates, three (3) holders of record of the Series 99-D Class B Certificates, twenty-six (26) holders of record of the Series 00-A Class A Certificates, three (3) holder of record of the Series 00-A Class B Certificates, twenty (20) holders of record of the Series 00-B Class A Certificates, three (3) holders of record of the Series 00-B Class B Certificates, twenty-five (25) holders of record of the Series 00-C Class A Certificates, three (3) holders of record of the Series 00-C Class B Certificates, eight (8) holders of record of the Series 00-D Class A Certificates and six (6) holders of record of the Series 00-D Class B Certificates.

(c) Not applicable.

 

 

 Item 6. Selected Financial Data

Not applicable.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Not applicable.

 

Item 8. Financial Statements and Supplementary Data

See the Supplementary Trust Data relating to the performance of the

Trust filed as Exhibit 99 under Item 14(a) hereof.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

 

 

 

PART III

Item 10. Directors and Executive Officers of the Registrant

Not applicable.

 

Item 11. Executive Compensation

Not applicable.

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management

 

 

 

 

(a)(i) Each holder of record at February 28, 2001 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

8.70%

$42,530
Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Road, Nashville, TN 37211

7.34%

$35,850
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.
No. Quincy, MA 02171

48.68%

$237,935
Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005

7.16%

$35,000
UBS Warburg LLC/CMO
677 Washington Blvd.
Global Corp. Action Unit JAB 5NW
Stamford, CT 06901

5.09%

$24,900

 

 

 

 (a)(ii) Each holder of record at February 28, 2001 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
Columbus, OH 43240

100.00%

$34,500

 

 

 

(a)(iii) Each holder of record at February 28, 2001 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

5.69%

$29,550
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

14.26%

$74,000
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

45.30%

$235,100
HSBC Bank USA/Republic Investment Account
452 5th Avenue
14th Floor
New York , NY 10018

7.71%

$40,000
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

13.82%

$75,750

 

 

 

 

(a)(iv) Each holder of record at February 28, 2001 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
Columbus, OH 43240

100.00%

$30,000

 

 

(a)(v) Each holder of record at February 28, 2001 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
648 Grassmere Park Road
Nashville, TN 37211

11.35%

$24,965
Chase Manhattan Bank
4 New York Plaza
New York, NY 10004

9.88%

$21,745
Citibank, N.A.
3800 Citicorp Center Tampa
13th Floor
Tampa, FL 33610-9122

5.78%

$12,725
FUNB - Phila. Main
123 South Broad Street
Philadelphia, PA 19109

6.96%

$15,310
Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street
Chicago, IL 60603

8.80%

$19,350
Northern Trust Company (THE)
801 S. Canal C-IN
Chicago, IL 60607

7.51%

$16,530
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
N. Quincy, MA 02171

10.09%

$22,200
Fifth Third Bank (The)
38 Fountain Square Plaza
Mail Drop 1090F1
Cincinnati, OH 45263

11.98%

$26,350

 

 

(a)(vi) Each holder of record at February 28, 2001 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
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

16.52%

$35,350
Wells Fargo Bank Minnesota, NA
733 Marquette Avenue
Minneapolis, MN 55479

12.50%

$27,500

 

 

(a)(vii) Each holder of record at February 28, 2001 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)(viii) Each holder of record at February 28, 2001 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
648 Grassmere Park Road
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

6.74%

$43,725
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

13.40%

$86,915
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855

10.02%

$65,000
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

10.75%

$69,771
U.S. Bank National Association
MPFP 1603 Proxy Unit
601 Second Ave. South
Minneapolis, MN 55402

31.60%

$205,000
Wells Fargo Bank Minnesota, N.A.
733 Marquette Ave.
Minneapolis, MN 55479

6.78%

$44,000

 

 

(a)(ix) Each holder of record at February 28, 2001 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. (The)
2 World Trade Center
81st Floor
New York, NY 10048

60.61%

$25,000

 

 

(a)(x) Each holder of record at February 28, 2001 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)
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

5.28%

$32,000
Barclays Global Investors, N.A.
45 Fremont Street
33rd Floor
San Francisco, CA 94105

10.73%

$65,000
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

18.73%

$113,400
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

46.39%

$280,883

 

 

(a)(xi) Each holder of record at February 28, 2001 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.
No. Quincy, MA 02171

22.08%

$8,500

 

  

(a)(xii) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 96-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 Road
Secaucus, NJ 07094

7.89%

$47,750
Barclays Global Investors, N.A.
45 Fremont Street
33rd Floor
San Francisco, CA 94105

6.61%

$40,000
Boston Safe Deposit and Trust Company
c/o Mellon Bank N.A.
Pittsburgh, PA 15259

7.57%

$45,830
Chase Manhattan Bank
4 New York Plaza
New York, NY 10004

34.47%

$208,710
Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street
Chicago, IL 60603

7.43%

$45,000
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

19.32%

$116,960

 

 

(a)(xiii) Each holder of record at February 28, 2001 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
Columbus, OH 43240

25.97%

$10,000
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

74.03%

$28,500

 

 

(a)(xiv) Each holder of record at February 28, 2001 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

14.49%

$62,650
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

13.18%

$57,000
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

52.91%

$228,850
Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005

7.40%

$32,000

 

(a)(xv) Each holder of record at February 28, 2001 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 One Trust Company, N.A.
1900 Polaris Parkway
Columbus, OH 43240

36.36%

$10,000
State Street Bank and Trust Company
1776 Heritage Cr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

6.60%

$1,815
SSB - Bank Portfolio
1776 Heritage Dr.
No. Quincy, MA 02171

54.55%

$15,000

 

 

(a)(xvi) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 99-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)
Brown Brothers Harriman & Co.
63 Wall Street
8th Floor
New York, NY 10005

8.02%

$39,950
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

6.02%

$30,000
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116

5.02%

$25,000
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607

18.37%

$91,500
Prudential Securities Custody
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717

19.98%

$99,500
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

32.34%

$161,050

 

(a)(xvii) Each holder of record at February 28, 2001 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

22.22%

$10,000
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
New York, NY 10004

55.56%

$25,000

 

(a)(xviii) Each holder of record at February 28, 2001 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
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855

7.23%

$30,000
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171

43.86%

$182,000

 

(a)(xix) Each holder of record at February 28, 2001 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.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

46.66%

$17,500

 

(a)(xx) Each holder of record at February 28, 2001 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)
Bankers Trust Company
648 Grassmere Park Road
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

9.17%

$23,181
BT/OMNI/DOM
16 Wall Street
3 Mellon Bank Center
Room 153-3015
New York, NY 10005

33.63%

$85,000
SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110

12.11%

$30,600
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

7.72%

$19,500
Fifth Third Bank (The)
38 Fountain Square Plaza
Cincinnati, OH 45263

19.15%

$48,398

 

(a)(xxi) Each holder of record at February 28, 2001 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)
Bank of New York (The)
925 Patterson Plank Rd.
Secaucus, NJ 07094

49.38%

$10,000
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

14.81%

$3,000
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)(xxii) Each holder of record at February 28, 2001 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
Merrill Lynch, Pierce, Fenner & Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855

7.16%

$35,000
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

64.01%

$313,015

 

 

(a)(xxiii) Each holder of record at February 28, 2001 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)
Bankers Trust Company
648 Grassmere Park Dr.
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
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08855

55.56%

$25,000

 

 

(a)(xxiv) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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)
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

22.58%

$137,995
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

5.13%

$31,375
HSBC Bank USA/Treasury Investment
140 Broadway-Level A, 34A
New York, NY 10015

6.54%

$40,000
Investors Bank & Trust Company
200 Clarendon Street
15th Floor
Hancock Tower
Boston, MA 02116

5.75%

$35,130
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607

38.72%

$236,650

 

 

(a)(xxv) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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
648 Grassmere Park Road
Nashville, TN 37211

50.22%

$28,250
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

23.11%

$13,000
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

26.67%

$15,000

 

 

(a)(xxvi) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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)
Bank of New York (The)
925 Patterson Plank Rd
Secaucus, NJ 07094

24.41%

$129,300
Bankers Trust Company
648 Grassmere Park Drive
Nashville, TN 37211

11.33%

$60,000
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122

14.60%

$77,362
Deutsche Bank A.G.
New York Branch
34 Exchange Pl.
Jersey City, NJ 07311

6.98%

$37,000
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

35.01%

$185,450

 

 

(a)(xxvii) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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)
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

53.85%

$26,250
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

41.03%

$20,000
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607

5.13%

$2,500

 

 

(a)(xxviii) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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

6.07%

$32,182
Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Road
Nashville, TN 37211

12.61%

$66,777
Boston Safe Deposit and Trust Company
c/o Mellon Bank, N.A.
Pittsburgh, PA 15259

38.87%

$205,905
Brown Brothers Harriman 7 Co.
63 Wall Street
8th Floor
New York, NY 10005

5.59%

$29,590
Chase Manhattan Bank
4 New York Plaza
New York, NY 10004

10.60%

$56,141
SSB-Trust Custody
225 Franklin Street, M4
Boston, MA 02110

6.95%

$36,820
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No Quincy, MA 02171

7.03%

$37,230

 

 

(a)(xxix) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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)
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

22.05%

$10,750
Chase Bank of Texas, N.A.
P.O. Box 2558
Houston, TX 77252-8009

57.44%

$28,000
State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171

20.51%

$10,000

 

 

(a)(xxx) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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 and trust Company
c/o Mellon Bank N.A.
3 Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259

13.63%

$100,000
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004

10.91%

$80,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855

24.61%

$180,500
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

41.38%

$303,500

 

 

(a)(xxxi) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 00-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)
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

14.81%

$10,000
Bank One Trust Company, N.A.
1900 Polaris Parkway
4th Floor
Columbus, OH 43240

21.48%

$14,500
Chase Manhattan Bank
4 New York Plaza
New York, NY 10004

23.70%

$16,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08855

36.18%

$24,420

 

 

(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.

 

 

 

 

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 26, 2001

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, 2000 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 26th day of March, 2001.

 

 

Signature

Title

 /s/Joseph W. Saunders

Chairman, President, Chief Executive Officer and Director

Joseph W. Saunders

 

 /s/John Kirby Bray

Executive Vice President, Chief Financial Officer and Director

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/Robert J. Higgins

Director

Robert J. Higgins

 

/s/Eugene M. McQuade

Director

Eugene M. McQuade

 

/s/Brian T. Moynihan

Director

Brian T. Moynihan

 

 

 

 

 INDEX TO EXHIBITS

Exhibit Number

Description of Exhibit

Sequential Page Number

24

Powers of Attorney (included on signature page)

34

 

 

 

99

Supplementary Trust Data

37