-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bpm7RLFEClrAb0kAd6W9gTourJezXr14/I1G/BQxRsoVkc7Pq4s+9AS7V7YYoFe7 KxErUitfJuTnktu5TXWrqA== 0000936988-97-000016.txt : 19970326 0000936988-97-000016.hdr.sgml : 19970326 ACCESSION NUMBER: 0000936988-97-000016 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970325 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BANK NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000838440 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 510331454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17324 FILM NUMBER: 97562616 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD MS 700760 CITY: NEWARK STATE: DE ZIP: 19713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BK NAT ASSOC MBNA MASTER CREDIT CARD TRUST II CENTRAL INDEX KEY: 0000936988 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20949 FILM NUMBER: 97562617 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 1100 NORTH KING ST STREET 2: MS700760 CITY: WILMINGTON STATE: DE ZIP: 19811 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: COMMISSION FILE NUMBER: December 31, 1996 33-99324 MBNA AMERICA BANK, NATIONAL ASSOCIATION, ON BEHALF OF MBNA MASTER CREDIT CARD TRUSTS (Issuer in respect of the MBNA Master Credit Card Trust II Fixed and Floating Rate Asset Backed Certificates) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) United States of America 51- 0331-454 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) Wilmington, DE. 19884-0781 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 362-6255 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: MBNA Master Credit Card Trust II, Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, and Series 1996-M Fixed and Floating Rate Asset Backed Certificates INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) 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 [ ] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON- AFFILIATES OF THE REGISTRANT. The Registrant has no voting stock or class of common stock outstanding as of the date of this report. INTRODUCTORY NOTE ----------------- MBNA America Bank, National Association (the "Originator") is the originator, seller, and servicer under the Pooling and Servicing Agreement (the "Agreement"), dated as of August 4, 1994, and the Series 1994-A, Series 1994-B, Series 1994-C , Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L,and Series 1996-M Supplements dated as of August 4, 1994, August 18, 1994, October 26, 1994, October 26, 1994, March 22, 1995, May 23, 1995, June 29, 1995, June 29, 1995, August 2, 1995, August 30, 1995, October 26, 1995, November 21, 1995, February 28, 1996, March 26, 1996, March 27, 1996, May 1, 1996, Mar 21, 1996, July 17, 1996, August 14, 1996, September 19, 1996, October 24, 1996, December 3, 1996 and November 26, 1996, respectively, by and between the Originator and the trustee, providing for the issuance of the MBNA Master Credit Card Trust II, Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L,and Series 1996-M Fixed and Floating Rate Asset Backed Certificates (the "Certificates") and is the originator of the MBNA Master Credit Card Trust II (the "Registrant"). The Certificates do not represent obligations of or interest in the Originator. The Originator has made application pursuant to Section 12 (h) of the Securities Exchange Act of 1934 for an exemption from certain reporting requirements. Pursuant to an Order of the Securities and Exchange Commission dated December 30, 1988 granting Originator's application, Originator is not required to respond to various items of Form 10-K. Such items are designated herein as "Not Applicable". PART I ------ Item 1. Business - ------- -------- Not Applicable Item 2. Properties - ------- ---------- Not Applicable Item 3. Legal Proceedings - ------- ----------------- None Item 4. Submission Of Matters To A Vote Of Security Holders. - ------- ---------------------------------------------------- None PART II ------- Item 5. Market For Registrant's Common Equity - ------- And Related Stockholder Matters. -------------------------------- The Certificates representing investors' interests in the Trust are represented by a single Certificate registered in the name of Cede & Co., the nominee of The Depository Trust Company. To the best knowledge of the registrant, there is no established public trading market for the Certificates. 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 - ------- ------------------------------------------- Not Applicable Item 9. Changes In And Disagreements With Accountants On Accounting - ------- And Financial Disclosure. ------------------------------------------------------- - ---- None Item 10. Directors and Executive Officers of the Registrant - -------- -------------------------------------------------- Not Applicable Item 11. Executive Compensation - -------- ---------------------- Not Applicable PART III -------- Item 12. Security Ownership Of Certain Beneficial Owners And Management - -------- ------------------------------------------------------- - ------- (a) The Certificates of each Series representing investors' interests in the Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1996. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1996, the following direct DTC participants held positions in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Series outstanding on that date:
Aggregate Amount of Percentage Title Certificates Of Class Name Held Ownership - ------------ ---------------------------------- ------------- ---------- - --- ------ --- -- Series 1994- Bank of New York $ 82,300,000 12.45% A Class A Bankers Trust Company 170,585,000 25.80% Chase Manhattan Bank/Chemical 90,600,000 13.70% Citicorp Services, Inc. 35,700,000 5.40% Merrill Lynch, Pierce, Fenner & 35,000,000 5.29% Smith Safekeeping SSB-Custodian 153,580,000 23.23% Class B Chase Manhattan Bank 24,700,000 72.22% CS First Boston Corporation, (The) 5,000,000 14.62% Morgan Guaranty Trust Co. of New 2,500,000 7.31% York Morgan Stanley & Co., Incorporated 2,000,000 5.85% Series 1994- Bank of New York 57,000,000 6.55% B Class A Chase Manhattan Bank 250,000,000 28.74% PNC National Association 130,000,000 14.94% SSB - Custodian 307,485,000 35.34% Class B Bank of New York 9,000,000 20.00% Chase Manhattan Bank 33,500,000 74.44% Morgan Guaranty Trust Co. of New 2,500,000 5.56% York Series 1994- Bank of New York 318,995,000 36.67% C Class A Bankers Trust Company. 66,000,000 7.59% Chase Manhattan Bank 168,700,000 19.39% Citicorp Services, Inc. 45,000,000 5.17% Merrill Lynch, Pierce, Fenner & 65,000,000 7.47% Smith Safekeeping NatWest Securities Corporation 50,000,000 5.75% Class B Bank of New York 7,000,000 15.56% Chase Manhattan Bank 28,000,000 62.22% Chase Manhattan Bank / Chemical 10,000,000 22.22% Series 1994- Bankers Trust Company 112,150,000 12.89% D Class A Chase Manhattan Bank 580,250,000 66.70% SSB-Custodian 89,000,000 10.23% Class B Bankers Trust Co., Investment A/C 20,250,000 45.00% Fuji Bank & Trust Company 10,000,000 22.22% SSB-Custodian 5,000,000 11.11% Swiss Bank Corporation, NY Branch 9,750,000 21.67% Series 1995- Bank of New York 26,000,000 5.20% A Class A Chase Manhattan Bank 59,850,000 11.96% Chase Manhattan Bank / Chemical 45,050,000 9.01% Citicorp Services, Inc. 285,000,000 56.97% Merrill Lynch, Pierce, Fenner & 32,050,000 6.41% Smith Safekeeping Class B Chase Manhattan Bank 7,875,000 30.43% Citicorp Services, Inc. 8,000,000 30.92% Fuji Bank & Trust Company 10,000,000 38.65% Series 1995- Bank of New York 500,000,000 76.63% B Class A Chase Manhattan Bank 102,500,000 15.71% First Union National Bank 50,000,000 7.66% Class B Bank of Tokyo-Mitsubishi Trust 20,000,000 59.26% Company (The) Chase Manhattan Bank / Chemical 5,000,000 14.81% Citicorp Services, Inc. 7,500,000 22.22% Series 1995- Bank of New York 35,510,000 7.10% C Class A Bankers Trust Company 100,105,000 20.01% Boston Safe Deposit & Trust Co. 82,428,000 16.48% Chase Manhattan Bank 34,617,000 6.92% SSB- Custodian 100,840,000 20.16% Class B First National Bank of Chicago 25,875,000 100.00% Series 1995- Bank of New York 55,285,000 12.71% D Class A Bankers Trust Company 23,340,000 5.37% Boston Safe Deposit & Trust 22,180,000 5.10% Company Chase Manhattan Bank 71,160,000 16.36% Chase Manhattan Bank Trust Co. of 39,000,000 8.97% CA Investors Bank & Trust / M.F. 29,375,000 6.75% Custody Northern Trust Company 25,190,000 5.79% SSB-Custodian 26,070,000 5.99% Class B First National Bank of Chicago 22,500,000 100.00% 1 Series 1995- Bank of New York 24,500,000 5.63% E Class A Chase Manhattan Bank 284,575,000 65.42% Dai-Ichi Kangyo Bank Limited (The) 50,000,000 11.49% New York Branch Class B Citicorp Services Inc. 10,000,000 44.44% First National Bank of Chicago 12,500,000 55.56% Series 1995- Bank of New York 74,270,000 16.32% F Class A Bankers Trust Company 58,965,000 12.96% Boston Safe Deposit & Trust Co. 27,740,000 6.10% Chase Manhattan Bank 59,730,000 13.13% SSB-Custodian 52,820,000 11.61% Class B Chase Manhattan Bank 18,750,000 100.00% Series 1995- Bank of New York 36,750,000 5.63% I Class A Bankers Trust Company 90,000,000 13.79% Chase Manhattan Bank 180,750,000 27.70% Goldman, Sachs & Co. 50,000,000 7.66% LBI-Lehman Government Securities 36,100,000 5.53% Inc. Morgan Guarantee Trust Company of 96,500,000 14.79% New York SSB-Custodian 127,000,000 19.46% Class B Citicorp Services Inc. 7,000,000 20.74% First National Bank of Chicago 13,250,000 39.26% Swiss Bank Corporation, NY Branch 13,500,000 40.00% Series 1995- Bank of New York 51,600,000 11.86% J Class A Chase Manhattan Bank 226,770,000 52.13% Chase Manhattan Bank / Chemical 50,000,000 11.49% Dai-Ichi Kangyo Bank Limited 35,000,000 8.05% Fuji Bank & Trust Company 25,000,000 5.75% Lehman Government Securities Inc. 25,000,000 5.75% Class B First National Bank of Chicago 22,500,000 100.00% Series 1996- Bank of New York 114,500,000 18.80% A Class A Bear Sterns Securities Corp. 50,000,000 8.21% Chase Manhattan Bank 252,800,000 41.51% Citicorp Services Inc. 55,900,000 9.18% First National Bank of Chicago 37,400,000 6.14% Class B Citicorp Services Inc. 15,000,000 47.62% Fuji Bank & Trust Company 16,500,000 52.38% Series 1996- Bank of New York 35,000,000 8.05% B Class A Bankers Trust Company 37,000,000 8.51% Boston Safe Deposit & Trust 74,730,000 17.18% Company Chase Manhattan Bank / Chemical 136,500,000 31.38% Citicorp Services Inc. 28,500,000 6.55% Fuji Bank & Trust Company 25,000,000 5.75% Harris Trust & Savings Bank 49,670,000 11.42% Class B Boston Safe Deposit & Trust Co. 22,500,000 100.00% Series 1996- C Class A Bank of New York 432,000,000 99.31% Class B Bank of Bermuda (New York) LTD. 2,000,000 8.89% Boston Safe Deposit & Trust 10,500,000 46.67% Company Chase Manhattan Bank 10,000,000 44.44% Series 1996- Bank of New York 67,500,000 7.94% D Class A Chase Manhattan Bank 322,710,000 37.97% Chase Manhattan Correspondent 54,250,000 6.38% Clearing Services Chase Manhattan Bank / Chemical 60,000,000 7.06% Provident Bank 50,000,000 5.88% SSB-Custodian 142,500,000 16.76% Class B Boston Safe Deposit & Trust Co. 20,000,000 26.67% Bankers Trust Co./Investment A/C 25,000,000 33.33% Chase Manhattan Bank / Chemical 7,000,000 9.33% Goldman, Sachs & Co. 18,000,000 24.00% Harris Trust & Savings Bank 5,000,000 6.67% Series 1996- E Class A Bank of New York 140,665,000 22.07% Bankers Trust Company 37,000,000 5.80% Chase Manhattan Bank 72,695,000 11.40% Chase Manhattan Bank / Chemical 40,070,000 6.29% Citicorp Services, Inc. 33,250,000 5.22% Dai-ichi Kangyo Bank Limited (The) 100,000,000 15.69% New York-Branch First National Bank of Chicago 44,500,000 6.98% Class B Boston Safe Deposit & Trust Co. 27,000,000 48.00% Bankers Trust Co. / Investment A/C 10,000,000 17.78% Chase Manhattan Bank 8,450,000 15.02% Chase Manhattan Bank / Broker & 3,000,000 5.33% Dealer Clearance Dept. Harris Trust & Savings Bank 5,000,000 8.89% Series 1996- G Class A Bank of New York 51,150,000 12.04% Chase Manhattan Bank 35,000,000 8.24% Chase Manhattan Bank / Chemical 92,000,000 21.65% Citicorp Services, Inc. 35,250,000 8.29% Dai-ichi Kangyo Bank Limited (The) 50,000,000 11.76% New York-Branch Goldman, Sachs & Co. 124,000,000 29.18% Class B Bankers Trust Co. / Investment A/C 10,000,000 26.67% Chase Manhattan Bank 27,500,000 73.33% Series 1996- H Class A Bank of New York 322,000,000 31.57% Bankers Trust Company 187,500,000 18.38% Chase Manhattan Bank 131,500,000 12.89% Chase Manhattan Bank / Chemical 56,600,000 5.55% SSB-Custodian 162,600,000 15.94% Class B Bankers Trust Co. / Investment A/C 27,000,000 30.00% Chase Manhattan Bank 60,600,000 67.33% Series 1996- J Class A Bank of New York 165,155,000 19.43% Chase Manhattan Bank 353,995,000 41.65% Chase Manhattan Bank / Chemical 54,500,000 6.41% First National Bank of Chicago 75,750,000 8.91% French American Banking Corp. 51,000,000 6.00% Class B Boston Safe Deposit & Trust Co. 25,000,000 33.33% Chase Manhattan Bank / Chemical 20,000,000 26.67% Goldman, Sachs & Co. 30,000,000 40.00% Series 1996- K Class A PNC National Association 820,000,000 96.47% Class B Chase Manhattan Bank 15,000,000 20.00% Chase Manhattan Bank / Chemical 5,000,000 6.67% Goldman, Sachs & Co. 55,000,000 73.33% Series 1996- M Class A Bank of New York 36,000,000 8.47% Bank of New York / Barclays De 50,000,000 11.76% Zoete Wedd Securities Bankers Trust Company / First 59,000,000 13.88% Union Cap. Mkt. Clearance Chase Manhattan Bank 35,000,000 8.24% Chase Manhattan Bank / Broker & 24,000,000 5.65% Dealer Clearance Dept. Chase Manhattan Bank / Chemical 80,000,000 18.82% Northern Trust Company 60,000,000 14.12% Class B Boston Safe Deposit & Trust 4,500,000 12.00% Company Chase Manhattan Bank 28,000,000 74.67% Sanwa Bank Limited (The) New York- 5,000,000 13.33% Branch Series 1996- L Class A Bankers Trust Company 102,500,000 24.12% Nesbitt Burns Securities, Inc. 25,000,000 5.88% Bonds Northern Trust Company 70,500,000 16.59% SSB-Custodian 167,015,000 39.30% Class B Chase Manhattan Bank 15,000,000 40.00% Chase Manhattan Bank / Chemical 10,000,000 26.67% Swiss American Securities, Inc. 12,500,000 33.33%
The address of each of the above participants is: C/O The Depository Trust Company 55 Water Street New York, NY 10041 (b) Not Applicable (c) Not Applicable Item 13. Certain Relationships and Related Transactions - -------- ---------------------------------------------- None PART IV ------- Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K - -------- ------------------------------------------------------- - --------- (a) The following documents are filed as part of this Report: 3. Exhibits: 99.01 Annual Accountant's report dated July 26, 1996 with respect to Series 1994-A, Series 1994-B, Series 1994-C, Series 1994- D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995- D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995- J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996- D, Series and Series 1996-E The Annual Accountant's report with respect to Series 1996- G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L,and Series 1996-M is not required until August 31, 1997. 99.02 Annual Servicer's Certificate dated August 26, 1996 with respect to Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D,Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series and 1996-E. The Annual Servicer's Certificate with respect to Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, and Series 1996-M is not required until August 31, 1997. (b) Three reports on Form 8-K were filed by the registrant for each month during the quarter ended December 31, 1996. This report included the following: Item 2. Acquisition or Disposition of Assets Item 5. Other Events (c) See item 14(a) (3) above. 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. MBNA America Bank, National Association As originator of Trust Registrant Date: March 25, 1997 By: /s/ Marguerite M. Boylan -------------------------- - ----- Marguerite M. Boylan Vice President _______________________________ 1 EX-99.01 2 Exhibit 99.01 Independent Accountant's Report MBNA America Bank, N.A. 400 Christiana Road Newark, Delaware 19713 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have examined management's assertion that MBNA America Bank, N.A. ("MBNA" or "the Company"), a wholly owned subsidiary of MBNA Corporation complied with the covenants and conditions of sections 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a) and (b), 3.06(b), 4.02(a) and 4.03(a) and (c) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") and the appropriate sections of the applicable Series' Pooling and Servicing Agreement Supplements ("Agreement Supplements"), between MBNA and The Bank of New York, as of June 30, 1996 and for the year then ended, or portion of said year, as specified in Attachment A. This assertion is included in the accompanying report by management titled, "Report of Management on Credit Card Trust Control Structure Policies and Procedures and Pooling and Servicing Agreement Compliance" (the "Report"). Management is responsible for MBNA's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about MBNA's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of MBNA's compliance with specified requirements. As discussed in the Report, management in providing its assertion on compliance assumed the accuracy of the reports prepared by MBNA's bank card processor and did not extend its assessment to the relevant aspects of MBNA's compliance that are the responsibility of the bank card processor. Accordingly, and in accordance with Section 3.06(a) of the Agreement, our examination did not extend to those aspects of MBNA's compliance that are the responsibility of the bank card processor and we do not express an opinion or any other form of assurance on those compliance aspects. In our opinion, management's assertion that MBNA was in compliance with the covenants and conditions of the sections in the Agreement and the applicable Agreement Supplement, referred to above, as of June 30, 1996 and for the year then ended, or portion of said year as specified in Attachment A, is fairly stated, in all material respects. This report is intended solely for the information and use of the board of directors and management of MBNA and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement or in the Exhibits attached thereto or in the applicable Series' Underwriting Agreement, as specified in Attachment A. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP July 26, 1996
Attachment A Date of Pooling & Servicing Underwriting Agreement /Subscription Series Supplement Date PSA Supplement Sections Compliance Period Lead Underwriter Agreement 1994 - A August 4, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 CS First Boston 28-Jul-94 5.02 (a), 9(c) and (d) 11 1994 - B August 18, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 11-Aug-94 5.02(a), 9(c) and (d) 11 1994 - C October 26, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 19-Oct-94 5.02 (a), 9(c) and (d) 11 1994 - D October 26, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 19-Oct-94 5.02(a), 9(c) and (d) 11 1994 - E December 15, 1994 3(c), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 5.02(a), 10(c) and (d) and 12 1995 - A March 22, 1995 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 15-Mar-95 5.02(a), 9(c) and (d) and 11 1995 - B May 23, 1995 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 J.P. Morgan Securities, Inc. 15-May-95 5.02(a), 9(c) and (d) and 11 1995 - C June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11, July 1, 1995 - June 30, 1996 Lehman Brothers Inc. 22-Jun-95 5.02(a), 9(c) and (d) and 12 1995 - D June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11, July 1, 1995 - June 30, 1996 Lehman Brothers Inc. 22-Jun-95 5.02(a), 9(c) and (d) and 12 1995 - E August 2, 1995 3(b), 4.05(a)(i), 4.09, 4.10, August 2, 1995 - June 30, 1996 CS First Boston 26-Jul-95 5.02(a), 9(c) and (d) and 11 1995 - F August 30, 1995 3(b), 4.05(a)(i), 4.09, 4.10, August 30, 1995 - June 30, 199 CS First Boston 16-Aug-95 5.02(a), 9(c) and (d) and 11 1995 - G September 27, 19953(b), 4.05(a)(i), 4.09, 4.10, September 27, 1995 - June 30, Lehman Brothers 22-Sep-96 5.02(a), 9(c) and (d) and 11 1995 - H September 28, 19953(b), 4.05(a)(i), 4.09, 4.10, September 28, 1995 - June 30, Barclays de Zoete Wedd Limit 22-Sep-96 5.02(a), 9(c) and (d) and 11 1995 - I October 26, 1995 3(b), 4.05(a)(i), 4.09, 4.10, October 27, 1995 - June 30,199 Merrill Lynch & Co. 19-Oct-95 5.02(a), 9(c) and (d) and 11 1995 - J November 21, 1995 3(b), 4.05(a)(i), 4.09, 4.10, November 21, 1995 - June 30,19J. P. Morgan Securities, Inc. 14-Nov-95 5.02(a), 9(c) and (d) and 11 1996 - A February 28, 1996 3(b), 4.05(a)(i), 4.09, 4.10, February 28, 1996 - June 30,19 Goldman, Sachs & Co. 21-Feb-96 5.02(a), 9(c) and (d) and 11 1996 - B March 26, 1996 3(b), 4.05(a)(i), 4.09, 4.10, March 26, 1996 - June 30, 1996 Lehman Brothers Inc. 18-Mar-96 5.02(a), 9(c) and (d) and 11 1996 - C March 27, 1996 3(b), 4.05(a)(i), 4.09, 4.10, March 27, 1996 - June 30, 1996 Merrill Lynch & Co. 20-Mar-96 5.02(a), 9(c) and (d) and 11 1996 - D May 1, 1996 3(b), 4.05(a)(i), 4.09, 4.10, May 1, 1996 - June 30, 1996 Merrill Lynch & Co. 24-Apr-96 5.02(a), 9(c) and (d) and 11 1996-E May 21, 1996 3(b), 4.05(a)(i), 4.09, 4.10, May 21, 1996 - June 30, 1996 J.P. Morgan & Co. 13-May-96 5.02(a), 9(c) and (d) and 11
Independent Accountant's Report on Applying Agreed-Upon Procedures MBNA America Bank, N.A. 400 Christiana Road Newark, Delaware 19713 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have performed the procedures enumerated below, which were agreed to by MBNA America Bank, N.A. ("MBNA") and The Bank of New York, solely to assist you with respect to the monthly certificates for each series (as specified in Attachment A) in the MBNA Master Credit Card Trust II ("Trust"), prepared by ("MBNA") pursuant to subsection 3.04(b) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") between MBNA and The Bank of New York, as of June 30, 1996 and for the year then ended, or portion of said year as specified in Attachment A. This engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of MBNA and The Bank of New York. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures were as follows: We have compared the amounts in the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, for the periods noted in Attachment A, prepared by MBNA pursuant to subsection 3.04(b) of the Agreement with reports prepared by MBNA's bank card processor, which were the source of such amounts. As a result of the procedures performed we noted no instances where such amounts set forth in the monthly certificates were not in agreement with reports prepared by MBNA's bank card processor. We were not engaged to, and did not, perform an audit, the objective of which would be the expression of any opinion on the monthly certificates for each series included in the Trust, prepared by MBNA pursuant to subsection 3.04(b) of the Agreement or on the reports prepared by MBNA's bank card processor. Had we performed additional procedures with respect to both the monthly certificates prepared by MBNA pursuant to subsection 3.04(b) of the Agreement and the reports prepared by MBNA's bank card processor, which were the source of such amounts, other matters might have come to our attention that would have been reported to you. This report relates only to the comparison of the amounts in the mathematical calculations specified above and does not extend to any financial statements of MBNA taken as a whole. This report is intended solely for the information and use of the users listed above and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP July 26, 1996
Attachment A Pooling and Servicing Series Agreement Supplement Date Compliance Period 1994 - A 4-Aug-94 July 1, 1995 - June 30,1996 1994 - B 18-Aug-94 July 1, 1995 - June 30,1996 1994 - C 26-Oct-94 July 1, 1995 - June 30,1996 1994 - D 26-Oct-94 July 1, 1995 - June 30,1996 1994 - E 15-Dec-94 July 1, 1995 - June 30,1996 1995 - A 22-Mar-95 July 1, 1995 - June 30,1996 1995 - B 23-May-95 July 1, 1995 - June 30,1996 1995 - C 29-Jun-95 July 1, 1995 - June 30,1996 1995 - D 29-Jun-95 July 1, 1995 - June 30,1996 1995 - E 2-Aug-95 August 2, 1995 - June 30,1996 1995 - F 30-Aug-95 August 30, 1995 - June 30, 1996 1995 - G 27-Sep-95 September 27, 1995 - June 30, 1996 1995 - H 28-Sep-95 September 28, 1995 - June 30, 1996 1995 - I 26-Oct-95 October 26, 1995 - June 30, 1996 1995 - J 21-Nov-95 November 21, 1995 - June 30, 1996 1996 - A 28-Feb-96 February 28, 1996 - June 30, 1996 1996 - B 26-Mar-96 March 26, 1996 - June 30, 1996 1996 - C 27-Mar-96 March 27, 1996 - June 30, 1996 1996 - D 1-May-96 May 1, 1996 - June 30, 1996 1996-E 21-May-96 May 21, 1996 - June 30, 1996
Independent Accountant's Report MBNA America Bank, N.A. 400 Christiana Road Newark, Delaware 19713 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have examined management's assertion that MBNA America Bank, N.A. ("MBNA"), a wholly owned subsidiary of MBNA Corporation maintained control structure policies and procedures over the functions performed as servicer of the MBNA Master Credit Card Trust II ("Trust"), including all Series of the Trust as specified in Attachment A, that are effective, as of June 30, 1996 in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement"), and the applicable Pooling and Servicing Agreement Supplement for each Series as specified in Attachment A (together the "Agreements"), between MBNA as Seller and Owner/Servicer, and The Bank of New York, as Trustee on behalf of the Certificate holders of the Trust, and are recorded properly to permit the preparation of the required financial reports. This assertion is included in the accompanying report of management titled, "Report of Management on Credit Card Trust Control Structure Policies and Procedures and Pooling and Servicing Agreement Compliance" (the "Report"). Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants, and accordingly, included obtaining an understanding of the control structure policies and procedures over the functions performed by MBNA as servicer of the Trust, testing and evaluating the design and operating effectiveness of the policies and procedures, and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. As discussed in the Report, management in providing its assertion on the control structure policies and procedures assumed the accuracy of reports prepared by MBNA's bank card processor and did not extend its assessment to the control structure policies and procedures of MBNA's bank card processor. Accordingly, and in accordance with Section 3.06(a) of the Agreement, our examination did not extend to the control structure policies and procedures of MBNA's bank card processor and we do not express an opinion or any other form of assurance on those control structure policies and procedures. Because of inherent limitations in any control structure policies and procedures, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the control structure policies and procedures over the functions performed by MBNA as servicer of the Trust to future periods are subject to the risk that the policies and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assertion, that MBNA maintained control structure policies and procedures over the functions performed as servicer of the Trust that are effective, as of June 30, 1996, in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreements, between MBNA as Seller and Owner/Servicer, and The Bank of New York, as Trustee on behalf of the Certificate holders of the Trust, and are recorded properly to permit the preparation of the required financial reports, is fairly stated, in all material respects, based upon the following criteria specified in the Report: Policies and procedures provide reasonable assurance that funds collected are remitted to the Trustee in accordance with the Agreements. Policies and procedures provide reasonable assurance that Trust assets are segregated from those retained by MBNA in accordance with the Agreements. Policies and procedures provide reasonable assurance that expenses incurred by the Trust are calculated and remitted in accordance with the Agreements. Policies and procedures provide reasonable assurance that the addition of accounts to the Trust are authorized in accordance with the Agreements. Policies and procedures provide reasonable assurance that the removal of accounts from the Trust are authorized in accordance with the Agreements. Policies and procedures provide reasonable assurance that Trust assets amortizing out of the Trust are calculated in accordance with the Agreements. Policies and procedures provide reasonable assurance that monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or above prior to distribution. Policies and procedures provide reasonable assurance that monthly Trust reports generated in the form of "Exhibits" contain all required information per section 5.02 of the Agreements. This report is intended solely for the information and use of the board of directors and management of MBNA and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement or in the Exhibits attached thereto or in each Series' Underwriting Agreement , as specified in Attachment A. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP July 26, 1996
Attachment A Pooling and Servicing Agreement Date of Underwriting Series Supplement Date Lead Underwriter /Subscription Agreement 1994 - A 4-Aug-94 CS First Boston 28-Jul-94 1994 - B 18-Aug-94 Merrill Lynch & Co. 11-Aug-94 1994 - C 26-Oct-94 Merrill Lynch & Co. 19-Oct-94 1994 - D 26-Oct-94 Merrill Lynch & Co. 19-Oct-94 1994 - E 15-Dec-94 1995 - A 22-Mar-95 Merrill Lynch & Co. 15-Mar-95 1995 - B 23-May-95 J.P. Morgan Securities, Inc. 15-May-95 1995 - C 29-Jun-95 Lehman Brothers Inc. 22-Jun-95 1995 - D 29-Jun-95 Lehman Brothers Inc. 22-Jun-95 1995 - E 2-Aug-95 CS First Boston 26-Jul-95 1995 - F 30-Aug-95 CS First Boston 16-Aug-95 1995 - G 27-Sep-95 Lehman Brothers 22-Sep-96 1995 - H 28-Sep-95 Barclays de Zoete Wedd Limite 22-Sep-96 1995 - I 26-Oct-95 Merrill Lynch & Co. 19-Oct-95 1995 - J 21-Nov-95 J. P. Morgan Securities, Inc. 14-Nov-95 1996 - A 28-Feb-96 Goldman, Sachs & Co. 21-Feb-96 1996 - B 26-Mar-96 Lehman Brothers Inc. 18-Mar-96 1996 - C 27-Mar-96 Merrill Lynch & Co. 20-Mar-96 1996 - D 1-May-96 Merrill Lynch & Co. 24-Apr-96 1996 - E 21-May-96 J.P. Morgan & Co. 13-May-96
EX-99.02 3 Exhibit 99.02 EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE MBNA AMERICA BANK, N.A. MBNA MASTER CREDIT CARD TRUST II The undersigned, a duly authorized representative of MBNA America Bank, N.A. (the "Bank"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of August 4, 1994 (the "Pooling and Servicing Agreement") by and between the Bank and The Bank of New York, as trustee, (the "Trustee") does hereby certify that: 1. The Bank is Servicer under the Pooling and Servicing Agreement. 2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. 3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement. 4. A review of the activities of the Servicer during the twelve month period ended June 30, 1996 was conducted under my supervision. 5. Based on such review, the Servicer has, to the best of my knowledge, fully performed all its obligations under the Pooling and Servicing Agreement throughout such twelve month period and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 6 below. 6. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Pooling and Servicing Agreement known to me to have been made during the twelve month period ended June 30, 1996, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: "None" IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 26th day of August, 1996. Marguerite M. Boylan Name: Marguerite M. Boylan Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----