10-K 1 mt210k02.htm 10-K SECURITIES AND EXCHANGE COMMISSION

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, 2001 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, 2001 and January 15, 2002

Part I, Item 2

 

 

  

TABLE OF CONTENTS

 

PART I

Page

Item 1. Business

4

Item 2. Properties

4

Item 3. Legal Proceedings

9

Item 4. Submission of Matters to a Vote of Security Holders

9

 

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters

9

Item 6. Selected Financial Data

10

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

10

Item 8. Financial Statements and Supplementary Data

10

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

10

 

PART III

Item 10. Directors and Executive Officers of the Registrant

11

Item 11. Executive Compensation

11

Item 12. Security Ownership of Certain Beneficial Owners and Management

11

Item 13. Certain Relationships and Related Transactions

31

 

PART IV

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

31

SIGNATURES

32

EXHIBITS

34

 

 

 PART I

Item 1. Business

On March 31, 2001, the Financial Accounting Standards Board's Statement of Financial Accounting Standard 140 ("SFAS 140") became effective. SFAS 140 requires that, to achieve sale treatment, financial assets transferred in a securitization be sufficiently isolated from the seller so that neither the seller nor its creditors can reclaim them. To comply with SFAS 140, Fleet Bank (RI), as seller of the assets to the Fleet Credit Card Master Trust II (the "Trust") implemented a two-step structure for the transfer of receivables to the Trust as of January 1, 2002.

To implement the two-step transfer, Fleet Bank (RI) created Fleet Credit Card Funding, LLC ("FCCF"), a bankruptcy-remote special purpose entity and entered into a Receivables Purchase Agreement dated as of January 1, 2002 with FCCF. Under the Receivables Purchase Agreement, Fleet (RI) sells credit card receivables to FCCF. Pursuant to the Pooling and Servicing Agreement dated as of December 1, 1993 as amended and restated as of January 1, 2002 (the "Pooling and Servicing Agreement"), FCCF became the transferor to the Trust and transfers receivables purchased from Fleet Bank (RI) to the Trust. Fleet Bank (RI) continues as owner of the credit card accounts and as the servicer.

 

Item 2. Properties

The information set forth in the Current Reports on Form 8-K dated February 15, 2001 through January 15, 2002, as filed by the Registrant, is incorporated herein by reference. For the monthly period ending December 31, 2001, approximately 1.31% of the accounts and 4.32% of the receivables were 30 days or more delinquent. The aggregate outstanding balance of such delinquent accounts was $491,520,927.55. Set forth below is certain information with respect to the Class B Floating Rate Asset Backed Certificates, 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 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"), the Class B Floating Rate Asset Backed Certificates, Series 00-D ("Series 00-D Class B"), the Class A Floating Rate Asset Backed Certificates, Series 01-A ("Series 01-A Class A"), the Class A Fixed Rate Asset Backed Certificates, Series 01-B ("Series 01-B Class A"), the Class B Fixed Rate Asset Backed Certificates, Series 01-B ("Series 01-B Class B"), the Class A Fixed Rate Asset Backed Certificates, Series 01-C ("Series 01-C Class A") and the Class B Fixed Rate Asset Backed Certificates, Series 01-C ("Series 01-C 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, 2001

2,546,818.46

6.25%

 

November 30, 2001

2,253,401.25

5.53%

 

October 31, 2001

2,568,082.78

6.31%

Series 1995-C Class B

December 31, 2001

179,434.94

6.24%

 

November 30, 2001

155,406.98

5.41%

 

October 31, 2001

181,703.97

6.32%

Series 1996-A Class A1

December 31, 2001

1,146,068.31

6.25%

 

November 30, 2001

1,015,325.62

5.54%

 

October 31, 2001

1,156,848.61

6.31%

Series 1996-A Class A2

December 31, 2001

1,146,068.31

6.25%

 

November 30, 2001

1,015,325.62

5.54%

 

October 31, 2001

1,156,848.61

6.31%

Series 1996-A Class B

December 31, 2001

138,917.37

6.35%

 

November 30, 2001

119,145.35

5.45%

 

October 31, 2001

139,306.38

6.37%

Series 1996-B Class A

December 31, 2001

3,380,322.68

6.25%

 

November 30, 2001

2,988,994.31

5.53%

 

October 31, 2001

3,403,921.04

6.30%

Series 1996-B Class B

December 31, 2001

214,164.28

6.23%

 

November 30, 2001

191,668.61

5.58%

 

October 31, 2001

218,044.76

6.34%

Series 1996-D Class A

December 31, 2001

3,154,581.95

6.25%

 

November 30, 2001

2,792,145.46

5.53%

 

October 31, 2001

3,179,819.48

6.30%

Series 1996-D Class B

December 31, 2001

202,587.83

6.31%

 

November 30, 2001

176,127.91

5.49%

 

October 31, 2001

199,874.37

6.23%

Series 1996-E Class A

December 31, 2001

0.00

0.00%

 

November 30, 2001

0.00

0.00%

 

October 31, 2001

2,271,299.63

6.30%

Series 1996-E Class B

December 31, 2001

0.00

0.00%

 

November 30, 2001

124,325.59

5.43%

 

October 31, 2001

145,363.18

6.34%

Series 1999-A Class A

December 31, 2001

2,593,124.25

6.25%

 

November 30, 2001

2,294,843.12

5.53%

 

October 31, 2001

2,616,537.17

6.30%

Series 1999-A Class B

December 31, 2001

237,317.17

6.33%

 

November 30, 2001

207,209.31

5.53%

 

October 31, 2001

236,215.16

6.30%

Series 1999-B Class A

December 31, 2001

2,159,007.46

6.24%

 

November 30, 2001

1,911,505.89

5.53%

 

October 31, 2001

2,180,447.64

6.30%

Series 1999-B Class B

December 31, 2001

196,799.61

6.30%

 

November 30, 2001

176,127.91

5.64%

 

October 31, 2001

199,874.37

6.40%

Series 1999-C Class A

December 31, 2001

1,319,715.02

6.27%

 

November 30, 2001

1,165,552.37

5.53%

 

October 31, 2001

1,326,438.98

6.30%

Series 1999-C Class B

December 31, 2001

104,188.03

6.17%

 

November 30, 2001

93,244.19

5.53%

 

October 31, 2001

109,022.38

6.46%

Series 1999-D Class A

December 31, 2001

2,546,818.46

6.25%

 

November 30, 2001

2,253,401.25

5.53%

 

October 31, 2001

2,568,082.78

6.30%

Series 1999-D Class B

December 31, 2001

237,317.17

6.33%

 

November 30, 2001

207,209.31

5.53%

 

October 31, 2001

236,215.16

6.30%

Series 2000-A Class A

December 31, 2001

3,183,523.07

6.25%

 

November 30, 2001

2,818,046.63

5.53%

 

October 31, 2001

3,210,103.47

6.30%

Series 2000-A Class B

December 31, 2001

295,199.41

6.30%

 

November 30, 2001

259,011.64

5.53%

 

October 31, 2001

296,783.15

6.33%

Series 2000-B Class A

December 31, 2001

2,755.194.51

6.24%

 

November 30, 2001

2,439.889.63

5.53%

 

October 31, 2001

2,786.127.54

6.31%

Series 2000-B Class B

December 31, 2001

254,681.85

6.27%

 

November 30, 2001

222,750.01

5.48%

 

October 31, 2001

254,385.56

6.26%

Series 2000-C Class A

December 31, 2001

2,755,194.51

6.24%

 

November 30, 2001

2,439,889.63

5.53%

 

October 31, 2001

2,786,127.54

6.31%

Series 2000-C Class B

December 31, 2001

254,681.85

6.27%

 

November 30, 2001

222,750.01

5.48%

 

October 31, 2001

254,385.56

6.26%

Series 2000-D Class A

December 31, 2001

3,820,227.68

6.25%

 

November 30, 2001

3,382,692.00

5.53%

 

October 31, 2001

3,852,124.17

6.30%

Series 2000-D Class B

December 31, 2001

353,081.65

6.28%

 

November 30, 2001

310,813.97

5.53%

 

October 31, 2001

357,351.14

6.35%

Series 2001-A Class A

December 31, 2001

4,080,697.75

6.25%

 

November 30, 2001

3,610,622.24

5.53%

 

October 31, 2001

4,118,623.32

6.31%

Series 2001-B Class A

December 31, 2001

3,559,757.62

6.25%

 

November 30, 2001

3,149,581.52

5.53%

 

October 31, 2001

3,591,681.81

6.30%

Series 2001-B Class B

December 31, 2001

248,893.62

6.22%

 

November 30, 2001

222,750.01

5.57%

 

October 31, 2001

254,385.56

6.36%

Series 2001-C Class A

December 31, 2001

3,559,757.62

6.25%

 

November 30, 2001

5,047,200.82

8.85%

 

October 31, 2001

0.00

0.00%

Series 2001-C Class B

December 31, 2001

248,893.62

6.22%

 

November 30, 2001

354,268.18

8.86%

 

October 31, 2001

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, as further amended by Amendment Number 5 to the Amended and Restated Pooling and Servicing Agreement, dated as of December 29, 2000 and as further amended by Amendment Number 6 to the Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2001.

 

 

 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, 2002 there were fourteen (14) holders of record of the Series 95-C Class A Certificates, one (1) holder of record of the Series 95-C Class B Certificates, twenty-seven (27) 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, eighteen (18) 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-D Class A Certificates, two (2) holders of record of the Series 96-D Class B Certificates, fourteen (14) holders of record of the Series 99-A Class A Certificates, three (3) holders 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, twelve (12) 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, nineteen (19) holders of record of the Series 00-A Class A Certificates, four (4) holders of record of the Series 00-A Class B Certificates, seventeen (17) 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-one (21) holders of record of the Series 00-C Class A Certificates, three (3) holders of record of the Series 00-C Class B Certificates, nine (9) holders of record of the Series 00-D Class A Certificates, six (6) holders of record of the Series 00-D Class B Certificates, ten (10) holders of record of the Series 01-A Class A Certificates, forty-one (41) holders of record of the Series 01-B Class A Certificates, three (3) holders of record of the Series 01-B Class B Certificates, forty-three (43) holders of record of the Series 01-C Class A Certificates and five (5) holders of record of the Series 01-C 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, 2002 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)

Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005

8.59%

$42,000
JPMorgan Chase Bank/ Correspondence Clearing Services 2
One Chase Manhattan Plaza 4-b
New York, NY 10081

12.80%

$62,560
Prudential Securities Custody
51 Mercedes Way
Edgewood, NY 11717

10.97%

$53,637
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

39.70%

$194,055

 

  

 (a)(ii) Each holder of record at February 28, 2002 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.
340 South Cleveland Ave
Columbus, OH 43240

100.00%

$34,500

 

(a)(iii) Each holder of record at February 28, 2002 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

7.59%

$16,700
Boston Safe Deposit and Trust Co.
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

18.03%

$39,660
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

5.78%

$12,725
FUNB - Phila. Main
123 South Broad Street, DA4901
Philadelphia, PA 19109

5.99%

$13,180
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code 121
Dallas, TX 75254

13.22%

$29,075
Northern Trust Company (THE)
801 S. Canal C-IN
Chicago, IL 60607

7.72%

$16,975
State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
N. Quincy, MA 02171

7.27%

$16,000
Fifth Third Bank (The)
38 Fountain Square Plaza
Mail Drop 1090F1
Cincinnati, OH 45263

11.98%

$26,350

 

(a)(iv) Each holder of record at February 28, 2002 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

7.82%

$17,200
The Bank of New York/Credit Agricole
One Wall Street
New York, NY 10286

9.09%

$20,000
Boston Safe Deposit & Trust Co.
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

18.18%

$40,000
JP Morgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code 121
Dallas, TX 75254

33.64%

$74,000
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

16.52%

$36,350
Wells Fargo Bank Minnesota, NA
733 Marquette Avenue
Minneapolis, MN 55479

12.50%

$27,500

 

(a)(v) Each holder of record at February 28, 2002 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.
12 East 49th Street
New York, NY 10017

100.00%

$26,250

  

(a)(vi) Each holder of record at February 28, 2002 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)

Bank of New York (The)
925 Patterson Plank Rd.
Secaucus, NJ 07094

5.86%

$38,000
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

10.31%

$66,915
Barclays Global Investors N.A./ Investors Bank & Trust
980 9th St., 6th Fl
Sacramento, CA 95814

17.52%

$113,635
Boston Safe Deposit and Trust Co.
525 William Penn Place, Suite 3631
Pittsburgh, Pa 15259

6.82%

$44,242
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

19.87%

$128,919
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

10.02%

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

10.95%

$71,022
Wells Fargo Bank Minnesota, N.A.
733 Marquette Ave.
Minneapolis, MN 55479

6.78%

$44,000

  

(a)(vii) Each holder of record at February 28, 2002 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.
525 William Penn Place
Pittsburgh, PA 15259

39.39%

$16,250
Mizuho Trust and Banking Co. (USA)
666 Fifth Avenue, Suite 802
New York, NY 10103

60.61%

$25,000

   

(a)(viii) Each holder of record at February 28, 2002 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
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

9.68%

$58,585
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

8.98%

$54,400
Harris Trust & Savings Bank
111 West Monroe Street
Chicago, IL 60603

8.31%

$50,290
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

34.93%

$211,510
State Street Bank and Trust Co.
1776 Heritage Dr.
No. Quincy, MA 02171

19.32%

$116,960

 

(a)(ix) Each holder of record at February 28, 2002 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.
340 South Cleveland Ave
Columbus, OH 43240

25.97%

$10,000
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

74.03%

$28,500

 

 

 

 

(a)(x) Each holder of record at February 28, 2002 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)

Bank of New York (The)
925 Patterson Plank Road
Secaucus, NJ 07094

7.19%

$35,825
Brown Brothers Harriman & Co.
63 Wall Street
8th Floor
New York, NY 10005

8.02%

$39,950
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

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

20.08%

$100,000
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

27.17%

$135,295

 

 

 

 

(a)(xi) Each holder of record at February 28, 2002 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.
340 South Cleveland Ave
Building 350
Columbus, OH 43240

22.22%

$10,000
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

55.56%

$25,000

 

(a)(xii) Each holder of record at February 28, 2002 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)

JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

45.22%

$187,650
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

7.23%

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

43.94%

$182,350

  

(a)(xiii) Each holder of record at February 28, 2002 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.
340 South Cleveland Ave
Building 350
Columbus, OH 43240

26.67%

$10,000
Boston Safe Deposit & Trust Co.
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

26.67%

$10,000
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

46.66%

$17,500

 

(a)(xiv) Each holder of record at February 28, 2002 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

11.87%

$30,000
BT / Suntrust Portfolio
14 Wall Street, 5th Floor
New York, NY 10005

13.85%

$35,000
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

14.85%

$37,521
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

11.67%

$29,500
PNC Bank, National Association
1600 Market Street, 29th Floor
Philadelphia, PA 19103

19.78%

$50,000
Fifth Third Bank (The)
38 Fountain Square Plaza
Cincinnati, OH 45263

17.57%

$44,398

 

(a)(xv) Each holder of record at February 28, 2002 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
FUNB - Phila. Main
123 South Broad Street DA4901
Philadelphia, PA 19109

14.81%

$3,000
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

14.81%

$3,000
SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110

20.99%

$4,250

  

(a)(xvi) 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)

Bank of New York (The)
925 Patterson Plank Rd.
Secaucus, NJ 07094

7.91%

$38,700
Boston Safe Deposit & Trust Co.
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

21.47%

$105,000
Merrill Lynch, Pierce, Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

7.16%

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

60.94%

$298,015

 

(a)(xvii) Each holder of record at February 28, 2002 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 Road
Nashville, TN 37211

22.22%

$10,000
Bank One Trust Company, N.A.
340 South Cleveland Ave
Building 350
Columbus, OH 43240

22.22%

$10,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

55.56%

$25,000

  

(a)(xviii) Each holder of record at February 28, 2002 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)

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

9.65%

$59,000
Investors Bank & Trust Company
200 Clarendon Street
9th Floor
Boston, MA 02116

5.71%

$34,930
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

9.95%

$60,800
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607

38.47%

$235,125
United States Trust Co. of New York
Proxy Department
499 Washington Blvd, 7th Fl
Jersey City, NJ 07310

21.27%

$130,000

 

 

 

  

(a)(xix) Each holder of record at February 28, 2002 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

12.44%

$7,000
Boston Safe and Deposit & trust Co.
525 Willian Penn Place, Suite 3631
Pittsburgh, PA 15259

37.78%

$21,250
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

26.67%

$15,000
JPMorgan Chase Bank
14201 Dallas Pky, 12th Fl
Mail Code 121
Dallas, TX 75254

23.11%

$13,000

 

(a)(xx) Each holder of record at February 28, 2002 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

18.83%

$99,750
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

11.33%

$60,000
Deutsche Bank A.G.
New York Branch
34 Exchange Pl.
Jersey City, NJ 07311

6.98%

$37,000
Merrill Lynch, Pierce, Fenner & Smith Inc.
101 Hudson St, 9th Fl
Jersery City, NJ 07302

18.88%

$100,000
Merrill Lynch, Pierce, Fenner & Smith Inc. - Debt Sec
101 Hudson St, 9th Fl
Jersery City, NJ 07302

5.81%

$30,785
Prudential Securities Custody
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717

18.33%

$97,077
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

9.36%

$49,600

 

(a)(xxi) Each holder of record at February 28, 2002 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
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

41.03%

$20,000

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

5.12%

$2,500

 

 

  

(a)(xxii) Each holder of record at February 28, 2002 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

6.79%

$35,967
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

12.42%

$65,805
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

34.97%

$185,245
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

16.92%

$89,641
SSB-Trust Custody
225 Franklin Street, M4
Boston, MA 02110

6.81%

$36,100

  

(a)(xxiii) Each holder of record at February 28, 2002 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
Bank One Trust Company, N.A.
340 South Cleveland Ave
Building 350
Columbus, OH 43240

20.51%

$10,000
JPMorgan Chase Bank / CCSG
P.O Box 2558
Houston, TX 77252

57.44%

$28,000

  

(a)(xxiv) Each holder of record at February 28, 2002 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
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

13.63%

$100,000
Brown Brothers Harriman & Co.
63 Wall Street 8th Fl
New York, NY 10005

6.82%

$50,000
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

11.79%

$86,500
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

24.61%

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

32.31%

$237,000

 

 

  

(a)(xxv) Each holder of record at February 28, 2002 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.
340 South Cleveland Ave
Building 350
Columbus, OH 43240

21.48%

$14,500
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

23.70%

$16,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

36.18%

$24,420

  

 (a)(xxvi) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-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)

Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

19.78%

$155,000
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

24.56%

$192,500
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854

9.57%

$75,000
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

32.79%

$257,000

(a)(xxvii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-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

5.95%

$40,715
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

37.60%

$257,195
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

15.73%

$107,625
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607

10.93%

$74,770
SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110

6.58%

$45,030
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

6.30%

$43,080

 

(a)(xxviii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-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

10.42%

$5,000
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

68.75%

$33,000
SSB Bank Portfolio
1776 Heritage Dr.
No. Quincy, MA 02171

20.83%

$10,000

  

(a)(xxix) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-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

5.98%

$40,930
Bankers Trust Company
648 Grassmere Park Road
Nashville, TN 37211

5.41%

$37,015
Boston Safe Deposit and trust Company
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259

20.25%

$138,522
Investors Bank & trust Co.
200 Clarendon Street, 9th Fl
Corporate Actions Unit / Top57
Boston, MA 02116

8.26%

$56,500
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

17.79%

$121,673
Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607

7.46%

$51,030
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

18.48%

$126,370

 

(a)(xxx) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-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

20.83%

$10,000
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

10.42%

$5,000
JPMorgan Chase Bank
14201 Dallas Pkwy, 12th Fl
Mail Code121
Dallas, TX 75254

6.25%

$3,000
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171

10.42%

$5,000
 SSB Bank Portfolio
1776 Heritage Dr.
No. Quincy, MA 02171

52.08%

$25,000

 

 

(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, 2002

By: /s/ PAUL V. STAHLIN

Paul V. Stahlin

Executive Vice President and Chief Financial Officer 

 KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby constitute and appoint Patrick J. Coll, Paul V. Stahlin, 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, 2001 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, 2002. 

 

 

Signature

Title

 /s/ PATRICK J.COLL

Chairman, President, Chief Executive Officer and Director

Patrick J. Coll

 

/s/ PAUL V.STAHLIN

Executive Vice President and Chief Financial Officer

Paul V. Stahlin

 

 

/s/JOHN KIRBY BRAY

Director

John Kirby Bray

 

/s/ANNE M.FINUCANE

Director

Anne M. Finucane

 

 

/s/ROBERT B.HEDGES JR.

Director

Robert B. Hedges, Jr.

 

/s/EUGENE M.MCQUADE

Director

Eugene M. McQuade

 

/s/BRADFORD H.WARNER

Director

Bradford H. Warner

 

 

 

 

 

 

 INDEX TO EXHIBITS

Exhibit Number

Description of Exhibit

Sequential Page Number

24

Powers of Attorney (included on signature page)

32

 

 

 

99

Supplementary Trust Data

34

 

 

EX-99

EXHIBIT 99

 Supplementary Trust Data

1. The total amount of cash distributed to Certificateholders in 2001 per $1,000 of Certificates

$319.76

2. The total amount of the distribution set forth in paragraph l which represents principal payments on the Certificates

$267.13

3. The amount of outstanding balances in the Accounts which were 30 or more days delinquent as of the end of the December 2001 Monthly Period

$491,520,927.55

4. The total amount of the Monthly Servicing Fee paid to the Servicer by the Trust in 2001

$176,390,161.29