8-K 1 w83304ke8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ 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, 2003 Fleet Credit Card Funding Trust ------------------------------------------------------------- (Exact name of registrant as specified in its charter) on behalf of the Fleet Credit Card Master Trust II United States 333-73728-01 and 23-3101310 333-73728-02 ------------------------------- ------------------------ ---------------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Incorporation) Number)

300 North Wakefield Drive Suite: DE EH 60002 P Newark, Delaware 19702 --------------------------------------- ---------- (Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code (302) 266-5004 N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 February 18, 2003, the Registrant made available to prospective investors a series term sheet setting forth a description of the collateral pool and the proposed structure of $637,500,000 aggregate principal amount of Class A __% Asset-Backed Certificates, Series 2003-A and $45,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Certificates, Series 2003-A of the Fleet Credit Card Master Trust II. The series term sheet is attached hereto as Exhibit 99.01. Item 6. Not Applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits The following is filed as an Exhibit to this Report under Exhibit 99.01. Exhibit 99.01 Series Term Sheet dated February 18, 2003, with respect to the proposed issuance of the Class A __% Asset-Backed Certificates and Class B Floating Rate Asset-Backed Certificates of the Fleet Credit Card Master Trust II, Series 2003-A. Item 8. Not Applicable. Item 9. Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLEET CREDIT CARD FUNDING TRUST On behalf of the Fleet Credit Card Master Trust II By: /s/ Jeffrey A. Lipson --------------------------------- Name: Jeffrey A. Lipson Title: Vice President EXHIBIT INDEX Exhibit Description Exhibit 99.01 Series Term Sheet dated February 18, 2003, with respect to the proposed issuance of the Class A __% Asset-Backed Certificates and Class B Floating Rate Asset-Backed Certificates of the Fleet Credit Card Master Trust II, Series 2003-A.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 19, 2003

Fleet Credit Card Funding Trust

(Exact name of registrant as specified in its charter)

on behalf of the

Fleet Credit Card Master Trust II

United States		333-73728-01 and 333-73728-02		23-3101310
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

300 North Wakefield Drive Suite: DE EH 60002 P Newark, Delaware		19702
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code (302) 266-5004

N/A

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

SIGNATURES EXHIBIT INDEX LEGALITY OPINION OF ORRICK, HERRINGTON & SUTCLIFFE

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 February 19, 2003, Orrick, Herrington & Sutcliffe LLP delivered its legality opinion with respect to Series 2003-A.
Item 6.	Not Applicable.
Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
	Exhibits
	5.1	Legality Opinion of Orrick, Herrington & Sutcliffe LLP.
	23.1	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1)
Item 8.	Not Applicable.
Item 9.	Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fleet Credit Card Funding Trust On behalf of the Fleet Credit Card Master Trust II By: /s/ Jeffrey A. Lipson Name: Jeffrey A. Lipson Title: Vice President

EXHIBIT INDEX

Exhibit		Description
5.1		Legality opinion of Orrick, Herrington & Sutcliffe LLP
23.1		Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1)

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