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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 20, 1998
Fleet Bank (RI), National Association
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(Exact name of registrant as specified in its charter)
on behalf of the
Fleet Credit Card Master Trust II
United States [ ] 050495490
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
50 Kennedy Plaza
18th Floor
Providence, Rhode Island 02903
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(Address of Principal Executive (Zip Code)
Office)
Registrant's telephone number, including area code (401) 278-5451
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Not Applicable.
Item 2. Not Applicable.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. 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
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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 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Informations and
Exhibits.
Exhibits
4.1 Amendment Number 3 to Amended and Restated Pooling and
Servicing Agreement dated as of February 20, 1998.
4.2 Assignment and Assumption Agreement dated as of February
20, 1998.
Item 8. Not Applicable.
Item 9. Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
FLEET BANK (RI), NATIONAL ASSOCIATION
On behalf of the Fleet Credit Card
Master Trust II
By:
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Name:
Title:
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EXHIBIT INDEX
Exhibit Description
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4.1 Amendment Number 3 to Amended and Restated Pooling and Servicing
Agreement dated as of February 20, 1998.
4.2 Assignment and Assumption Agreement dated as of February 20, 1998.