UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended: June 30, 2005
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-20949
MBNA AMERICA BANK, NATIONAL ASSOCIATION,
ON BEHALF OF
MBNA MASTER CREDIT CARD TRUST II
(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.)
1100 North King Street
Wilmington, DE. 19884
(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 1995-C, Series 1996-G, Series 1996-M, Series 1997-B, Series 1997-K, Series 1999-B, Series 1999-D, Series 1999-J,
Series 2000-E, Series 2000-I, Series 2000-L.
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter)
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 the Form 10-K or any amendment to this form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act). Yes |_| No
|X|
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal quarter.
Registrant has no voting stock or class of common stock outstanding as of the date of this report.
Registrant has not been involved in bankruptcy proceedings during the preceding five years.
Registrant is not reporting as a corporate issuer.
Documents incorporated by reference:
No documents are being incorporated by reference
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 1995-C, Series 1996-B, Series 1996-G,
Series 1996-M, Series 1997-B, Series 1997-K, Series 1998-E, Series 1998-F, Series 1998-G, Series 1999-B, Series 1999-D,
Series 1999-J, Series 1999-L, Series 2000-D, Series 2000-E, Series 2000-G, Series 2000-H, Series 2000-I, Series 2000-K,
Series 2000-L, Series 2001-A and Series 2001-B Supplements dated as of June 29, 1995, March 26, 1996, July 17, 1996,
November 26, 1996, February 27, 1997, October 22, 1997, August 11, 1998, August 26, 1998, September 10, 1998, March 26,
1999, June 3, 1999, September 23, 1999, November 5, 1999, May 11, 2000, June 1, 2000, July 20, 2000, August 23, 2000,
September 8, 2000, November 21, 2000, December 13, 2000, February 20, 2001, and March 8, 2001 respectively, by and between
the Originator and the trustee, providing for the issuance of the MBNA Master Credit Card Trust II Series 1995-C, Series
1996-B, Series 1996-G, Series 1996-M, Series 1997-B, Series 1997-K, Series 1998-E, Series 1998-F, Series 1998-G, Series
1999-B, Series 1999-D, Series 1999-J, Series 1999-L, Series 2000-D, Series 2000-E, Series 2000-G, Series 2000-H, Series
2000-I, Series 2000-K, Series 2000-L, Series 2001-A, and Series 2001-B Fixed and Floating Rate Asset Backed Certificates
(the "Certificates") and is the originator of the MBNA Master Credit Card Trust II (the "Trust" and the "Registrant"). The
Certificates do not represent obligations of or interests in the Originator. In November 1988, MBNA made application under
the Securities Exchange Act of 1934 for an exemption from certain reporting requirements. On December 30, 1988, the staff
of the Securities and Exchange Commission's Division of Corporation Finance granted MBNA's exemption request, pursuant to
which MBNA 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.
- ------- ------------------
Industry Developments
MBNA issues credit cards on MasterCard's and Visa's networks. MasterCard and Visa are facing significant litigation
and increased competition. In 2003, MasterCard and Visa settled a suit by Wal-Mart and other merchants who claimed that
MasterCard and Visa unlawfully tied acceptance of debit cards to acceptance of credit cards. Under the settlement
MasterCard and Visa are required to, among other things, allow merchants to accept MasterCard or Visa branded credit cards
without accepting their debit cards (and vice versa), reduce the prices charged to merchants for off-line signature debit
transactions for a period of time, and pay over ten years amounts totaling $3.05 billion into a settlement fund. MasterCard
and Visa are also parties to suits by U.S. merchants who opted out of the Wal-Mart settlement.
In October 2004, the United States Supreme Court let stand a federal court decision in a suit brought by the U.S.
Department of Justice, in which MasterCard and Visa rules prohibiting banks that issue cards on MasterCard and Visa
networks from issuing cards on other networks (the "association rules") were found to have violated federal antitrust laws.
This decision effectively permits banks that issue cards on Visa's or MasterCard's networks, such as MBNA and MBNA
Corporation's other banking subsidiaries, to issue cards on competitor networks. Discover and American Express have
initiated separate civil lawsuits against MasterCard and Visa claiming substantial damages stemming from the association
rules. MasterCard and Visa are also parties to suits alleging that MasterCard's and Visa's currency conversion practices
are unlawful.
In 2005, certain retail merchants filed purported class action lawsuits in various federal courts, alleging that
MasterCard and Visa and their member banks, including MBNA, conspired to charge retailers excessive interchange and other
fees in violation of federal antitrust laws. MBNA is named as a defendant in certain of these lawsuits. MBNA is in the
process of reviewing and assessing the impact of the lawsuits.
The costs associated with these and other matters could cause MasterCard and Visa to invest less in their networks
and marketing efforts and could adversely affect the interchange paid to their member banks, including MBNA.
Litigation
Securities Class Actions
In 2005, several lawsuits were filed in federal court against MBNA Corporation, which is the parent of MBNA, and
certain of its officers. These lawsuits are purported class actions seeking unspecified damages, interest and costs,
including reasonable attorneys' fees, stemming from alleged violations of the Securities Exchange Act of 1934, as amended.
On April 21, 2005, MBNA Corporation announced in its first quarter earnings release that management believed MBNA
Corporation's 2005 earnings would be "significantly below" its previously-stated growth objective. MBNA Corporation's stock
price dropped following publication of that earnings release. The lawsuits allege that MBNA Corporation and certain of its
officers violated federal securities laws through material misstatements and omissions regarding MBNA Corporation's
business, which the plaintiffs allege had the effect of inflating MBNA Corporation's stock price. Additionally, in 2005,
shareholder derivative lawsuits were filed in federal and state court on behalf of MBNA Corporation alleging that certain
officers and directors of MBNA Corporation breached their fiduciary duties to MBNA Corporation and violated federal
securities laws. These claims arise from the facts stated above. One of these derivative lawsuits also alleges that the
directors of MBNA Corporation violated their fiduciary duties in approving the merger of MBNA Corporation and Bank of
America Corporation and seeks to enjoin the merger.
In June 2005, a purported class action lawsuit was filed in the United States District Court for the District of
Delaware against MBNA Corporation, the Pension and 401(k) Plan Committee of MBNA Corporation and certain directors and
officers of MBNA Corporation. The lawsuit alleges that the defendants violated certain provisions of the Employee
Retirement Income Security Act of 1974 as a result of breaches of fiduciary duties owed to the 401(k) plan participants and
beneficiaries. Specifically, the alleged breaches of fiduciary duties related to, but are not limited to, (i) offering MBNA
Corporation common stock as an investment option, (ii) purchasing MBNA Corporation stock for the 401(k) plan, (iii) holding
MBNA Corporation stock in the 401(k) plan, (iv) failing to monitor the 401(k) plan's investment in MBNA Corporation stock
and (v) failing to communicate information concerning MBNA Corporation's financial performance to 401(k) plan participants
and beneficiaries.
MBNA Corporation denies the claims made in the class action, shareholder derivative and ERISA lawsuits and intends
to defend these matters vigorously.
Foreign Currency Conversion Fee Litigation
MBNA and MBNA Corporation are among the card issuers who are defendants in In Re Currency Conversion Fee Antitrust
Litigation, a class action filed in the U.S. District Court for the Southern District of New York that relates to foreign
currency conversion fees charged to customers. MasterCard and Visa applied a currency conversion rate, equal to a wholesale
rate plus 1% to credit card transactions in foreign currencies for conversion of the foreign currency into U.S. dollars.
MasterCard and Visa required MBNA and other member banks to disclose the 1% add-on to the wholesale rate if the bank chose
to pass it along to the cardholder. MBNA disclosed this information in its cardholder agreements. In January 2002, MBNA and
MBNA Corporation were added as defendants in the matter. The plaintiffs claim that the defendants conspired in violation of
the antitrust laws to charge foreign currency conversion fees and failed to properly disclose the fees in solicitations and
applications, initial disclosure statements and cardholder statements, in violation of the Truth-in-Lending Act. The
plaintiffs also claim that the bank defendants and MasterCard and Visa conspired to charge the 1% foreign currency
conversion fee assessed by MasterCard and Visa and an additional fee assessed by some issuers. In the United States MBNA
did not charge the additional fee on consumer credit cards in addition to the fee charged by MasterCard and Visa. However,
MBNA did charge such an additional fee on business credit cards. The plaintiffs are seeking unspecified monetary damages
and injunctive relief. In July 2003, the court granted a motion to dismiss certain Truth-in-Lending Act claims against
MBNA, MBNA Corporation and other defendants, but denied a motion to dismiss the antitrust claims against the defendants. In
October 2004, a class was certified by the court. MBNA and MBNA Corporation intend to defend this matter vigorously and
believe that the claim is without merit.
Arbitration Litigation
In August 2005, a purported class action lawsuit was filed in the United States District Court for the Southern
District of New York, alleging that several of the nation's largest credit card issuers illegally conspired to compel their
customers to submit disputes to an arbitrator rather than a court. MBNA, MBNA Corporation and MBNA (Delaware) Bank N.A. are
among the defendants named in the lawsuit. MBNA and its affiliates deny the claims made in the lawsuit and intend to defend
the matter vigorously.
MBNA and its affiliates are commonly subject to various pending or threatened legal proceedings, including certain
class actions, arising out of the normal course of business. In view of the inherent difficulty of predicting the outcome
of such matters, MBNA cannot state what the eventual outcome of these matters will be.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------- ----------------------------------------------------
None
PART II
-------
Item 5. Market for Registrant's Common Equity, Related Stockholders
- ------- Matters and Issuer Purchases of Equity Securities.
------------------------------------------------------------
The Certificates of each series representing investors' interests in the Trust are represented by one or
more Certificates registered in the name of Cede and Co., the nominee of The Depository Trust Company.
Item 6. Selected Financial Data.
- ------- ------------------------
Not Applicable
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- Results of Operations.
---------------------------------------------------------------
Not Applicable
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
- -------- ----------------------------------------------------------
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 9A. Controls and Procedures.
- -------- ------------------------
Not Applicable
Item 9B. Other Information.
- -------- ------------------
None
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
and Related Stockholder Matters.
- -------- ---------------------------------------------------------------
(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 and 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 and Co. is the sole holder of record of Certificates, which it holds on behalf of
brokers, dealers, banks and other direct participants in the DTC system at June 30, 2005. Such direct participants may
hold Certificates for their own accounts or for the accounts of their customers. At June 30, 2005, 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 one or more Series outstanding on that date, as indicated. The information on DTC
participants' held positions is provided by DTC.
Aggregate
Amount of Percentage
Certificates Of
Title / Class Name Held Ownership
- ----------------- -------------------------------------------------------- --------------------- ----------
1995-C Class B Bank of New York (The) $25,875,000 100.0%
1996-B Class A Bank of New York (The) $59,078,000 13.6%
Bank of New York (The) / Societe General Bank 31,170,000 7.2%
Citibank, N.A. 39,752,000 9.1%
Investors Bank and Trust - Institutional 30,500,000 7.0%
JPMorgan Chase Bank 94,430,000 21.7%
Mellon Trust of New England, National Association 77,167,000 17.7%
State Street Bank and Trust Company 28,400,000 6.5%
1996-B Class B SSB Bank Portfolio $22,500,000 100.0%
1996-G Class A Citibank, N.A. $40,000,000 9.4%
JPMorgan Chase Bank 178,075,000 41.9%
State Street Bank and Trust Company 139,325,000 32.8%
1996-G Class B Bank of New York (The) $17,500,000 46.7%
JPMorgan Chase Bank 5,000,000 13.3%
Mellon Trust of New England, National Association 5,000,000 13.3%
State Street Bank and Trust Company 10,000,000 26.7%
1996-M Class A Bank of New York (The) $35,150,000 8.3%
Citibank, N.A. 40,300,000 9.5%
JPMorgan Chase Bank 133,945,000 31.5%
Mellon Trust of New England, National Association 149,265,000 35.1%
State Street Bank and Trust Company 42,171,000 9.9%
1996-M Class B Bank of New York (The) $15,750,000 42.0%
Bank of Tokyo - Mitsubishi Trust Company 10,500,000 28.0%
JPMorgan Chase Bank 4,000,000 10.7%
Mellon Trust of New England, National Association 7,250,000 19.3%
1997-B Class A Bank of New York (The) $140,800,000 16.6%
Deutsche Bank Securities Inc. 45,000,000 5.3%
JPMorgan Chase Bank 496,000,000 58.4%
JPMorgan Chase Bank/Correspondence Clearing Services 2 110,000,000 12.9%
Merrill Lynch, Pierce Fenner and Smith Safekeeping 46,200,000 5.4%
1997-B Class B Bank of New York (The) / Bank of America Securities Ltd. $14,000,000 18.7%
Investors Bank and Trust Company 6,000,000 8.0%
JPMorgan Chase Bank 10,000,000 13.3%
State Street Bank and Trust Company 35,800,000 47.7%
UMB Bank, National Association 5,000,000 6.7%
Wells Fargo Bank, National Association 4,200,000 5.6%
1997-K Class A Bank of New York (The) $107,500,000 16.9%
Citibank, N.A. 50,000,000 7.8%
JPMorgan Chase Bank 63,000,000 9.9%
JPMorgan Chase Bank / Prudential 65,000,000 10.2%
Mellon Trust of New England, National Association 48,610,000 7.6%
Northern Trust Company (The) 249,500,000 39.1%
1997-K Class B Bank of New York (The) $10,000,000 17.8%
Citibank, N.A. 9,000,000 16.0%
JPMorgan Chase Bank 17,250,000 30.7%
State Street Bank and Trust Company 20,000,000 35.6%
1998-E Class A Bank of New York (The) $51,285,000 6.8%
Citibank, N.A. 170,250,000 22.7%
JPMorgan Chase Bank 254,481,000 33.9%
Mellon Trust of New England, National Association 122,480,000 16.3%
State Street Bank and Trust Company 52,620,000 7.0%
U.S. Bank N.A. 86,000,000 11.5%
1998-E Class B Bank of New York (The) $9,500,000 14.4%
Bank of Tokyo - Mitsubishi Trust Company 20,000,000 30.2%
JPMorgan Chase Bank 13,150,000 19.9%
JPMorgan Chase Bank/Correspondence Clearing Services 2 23,000,000 34.7%
1998-F Class A Bank of New York (The) $84,122,000 19.8%
Barclays Global Investors N.A./Investors Bank and Trust Company 50,000,000 11.8%
Citibank, N.A. 31,853,000 7.5%
Investors Bank and Trust - Institutional 39,000,000 9.2%
JPMorgan Chase Bank 103,850,000 24.4%
State Street Bank and Trust Company 99,623,000 23.4%
1998-F Class B JPMorgan Chase Bank $37,500,000 100.0%
1998-G Class A Citibank, N.A. $49,000,000 7.7%
JPMorgan Chase Bank 246,205,000 38.6%
JPMorgan Chase Bank / Prudential 103,880,000 16.3%
State Street Bank and Trust Company 135,710,000 21.3%
1998-G Class B Bank of New York (The) $10,750,000 19.1%
JPMorgan Chase Bank 30,000,000 53.3%
State Street Bank and Trust Company 15,000,000 26.7%
1999-B Class A Bank of New York (The) $112,934,000 17.7%
JPMorgan Chase Bank 131,304,000 20.6%
Mellon Trust of New England, National Association 58,910,000 9.2%
Northern Trust Company (The) 43,789,000 6.9%
State Street Bank and Trust Company 142,709,000 22.4%
Union Bank of California, N.A. 32,885,000 5.2%
1999-B Class B Bank of New York (The) $7,000,000 12.4%
JPMorgan Chase Bank 26,250,000 46.7%
Mellon Trust of New England, National Association 10,000,000 17.8%
State Street Bank and Trust Company 11,000,000 19.6%
1999-D Class A Citibank Dealer - Tax Exempt Operations $50,000,000 11.8%
Citibank, N.A. 35,000,000 8.2%
JPMorgan Chase Bank 123,613,000 29.1%
JPMorgan Chase Bank/Correspondence Clearing Services 2 27,000,000 6.4%
Northern Trust Company (The) 53,880,000 12.7%
State Street Bank and Trust Company 106,773,000 25.1%
1999-D Class B Bank of New York (The) $21,000,000 56.0%
JPMorgan Chase Bank 15,607,000 41.6%
1999-J Class A Bank of New York (The) $131,688,000 15.5%
JPMorgan Chase Bank 211,778,000 24.9%
Mellon Trust of New England, National Association 112,915,000 13.3%
State Street Bank and Trust Company 235,004,000 27.6%
1999-J Class B Bank of New York (The) $9,202,000 12.3%
Citibank, N.A. 10,000,000 13.3%
JPMorgan Chase Bank 33,070,000 44.1%
JPMorgan Chase Bank / Prudential 4,100,000 5.5%
Mellon Trust of New England, National Association 15,750,000 21.0%
1999-L Class A Bank One Trust Company N.A. $34,905,000 5.5%
Brown Brothers Harriman and Co. 43,500,000 6.8%
JPMorgan Chase Bank 253,835,000 39.8%
Mellon Trust of New England, National Association 44,450,000 7.0%
Northern Trust Company (The) 35,887,000 5.6%
PNC Bank, National Association 47,992,000 7.5%
State Street Bank and Trust Company 123,386,000 19.4%
1999-L Class B Bank of New York (The) $11,250,000 20.0%
State Street Bank and Trust Company 45,000,000 80.0%
2000-D Class A Bank of New York (The) $80,619,000 11.2%
BNY/Sun Trust Bank 75,000,000 10.4%
Citibank, N.A. 95,500,000 13.2%
JPMorgan Chase Bank 57,763,000 8.0%
Mellon Trust of New England, National Association 140,704,000 19.5%
State Street Bank and Trust Company 181,426,000 25.1%
U.S. Bank N.A. 54,025,000 7.5%
2000-D Class B JPMorgan Chase Bank $58,750,000 92.2%
State Street Bank and Trust Company 5,000,000 7.8%
2000-E Class A Bank of New York (The) $84,795,000 17.0%
Citibank, N.A. 46,000,000 9.2%
JPMorgan Chase Bank 73,510,000 14.7%
Mellon Trust of New England, National Association 45,925,000 9.2%
Northern Trust Company (The) 29,905,000 6.0%
State Street Bank and Trust Company 165,325,000 33.1%
2000-E Class B Citibank, N.A. $23,750,000 52.8%
JPMorgan Chase Bank 21,250,000 47.2%
2000-G Class A Bank of New York (The) $118,335,000 18.6%
Citibank, N.A. 75,190,000 11.8%
State Street Bank and Trust Company 364,665,000 57.2%
2000-G Class B Bank of New York (The) $7,000,000 12.4%
Bank of Tokyo - Mitsubishi Trust Company 17,000,000 30.2%
JPMorgan Chase Bank 12,000,000 21.3%
Mellon Trust of New England, National Association 10,000,000 17.8%
State Street Bank and Trust Company 10,000,000 17.8%
2000-H Class A Bank of New York (The) $45,000,000 7.6%
Citibank, N.A. 55,000,000 9.3%
Deutsche Bank Securities Inc. 38,550,000 6.5%
JPMorgan Chase Bank 174,500,000 29.3%
JPMorgan Chase Bank/Correspondence Clearing Services 2 30,000,000 5.0%
State Street Bank and Trust Company 114,950,000 19.3%
U.S. Bank N.A. 137,000,000 23.0%
2000-H Class B JPMorgan Chase Bank $25,000,000 47.6%
JPMorgan Chase Bank/Correspondence Clearing Services 2 13,000,000 24.8%
PNC Bank, National Association 14,500,000 27.6%
2000-I Class A Investors Bank and Trust Company $94,989,000 11.2%
JPMorgan Chase Bank 265,454,000 31.2%
Northern Trust Company (The) 55,941,000 6.6%
SSB Trust Custody 50,595,000 6.0%
State Street Bank and Trust Company 155,951,000 18.3%
2000-I Class B Bank of New York (The) $75,000,000 100.0%
2000-K Class A Bank of New York (The) $124,379,000 19.5%
Citibank, N.A. 40,396,000 6.3%
JPMorgan Chase Bank 35,000,000 5.5%
Northern Trust Company (The) 126,675,000 19.9%
State Street Bank and Trust Company 231,745,000 36.4%
2000-K Class B Bank of New York (The) $20,000,000 35.6%
JPMorgan Chase Bank 30,000,000 53.3%
Wells Fargo Bank, National Association 6,250,000 11.1%
2000-L Class A Bank of New York (The) $87,841,000 20.7%
Citibank, N.A. 28,675,000 6.7%
JPMorgan Chase Bank 63,233,000 14.9%
Mellon Trust of New England, National Association 78,067,000 18.4%
State Street Bank and Trust Company 71,110,000 16.7%
Wachovia Bank N.A., Phila. Main 51,075,000 12.0%
2000-L Class B Bank of New York (The) $4,000,000 10.7%
Citibank, N.A. 2,000,000 5.3%
Northern Trust Company (The) 2,500,000 6.7%
State Street Bank and Trust Company 10,000,000 26.7%
Wachovia Bank N.A. - Phila. Main 18,750,000 50.0%
2001-A Class A Bank of New York (The) $218,000,000 20.5%
Citibank Dealer - Tax Exempt Operations 63,800,000 6.0%
Citibank, N.A. 100,500,000 9.5%
JPMorgan Chase Bank 308,900,000 29.1%
Northern Trust Company (The) 63,250,000 6.0%
State Street Bank and Trust Company 261,600,000 24.6%
2001-A Class B Bank of New York (The) $78,750,000 84.0%
JPMorgan Chase Bank 15,000,000 16.0%
2001-B Class A Bank of New York (The) $194,000,000 30.4%
Deutsche Bank Securities Inc. 40,250,000 6.3%
JPMorgan Chase Bank 223,000,000 35.0%
U.S. Bank N.A. 120,000,000 18.8%
2001-B Class B Bank of New York (The) $36,250,000 64.4%
JPMorgan Chase Bank 20,000,000 35.6%
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
Item 14. Principal Accounting Fees and Services.
- -------- ---------------------------------------
Not Applicable
PART IV
-------
Item 15. Exhibits, Financial Statement Schedules.
- -------- -----------------------------------------------------------------
(a) The following documents are filed as part of this Report:
3. Exhibits:
31. Certification
99.01 Annual Accountant's reports dated August 15, 2005 with respect to, Series 1995-C, Series 1996-B, Series
1996-G, Series 1996-M, Series 1997-B, Series 1997-K, Series 1998-E, Series 1998-F, Series 1998-G, Series 1999-B,
Series 1999-D, Series 1999-J, Series 1999-L, Series 2000-D, Series 2000-E, Series 2000-G, Series 2000-H, Series
2000-I, Series 2000-K, Series 2000-L, Series 2001-A, and Series 2001-B.
99.02 Annual Servicer's Certificate dated August 15, 2005 with respect to Series 1995-C, Series 1996-B, Series
1996-G, Series 1996-M, Series 1997-B, Series 1997-K, Series 1998-E, Series 1998-F, Series 1998-G, Series 1999-B,
Series 1999-D, Series 1999-J, Series 1999-L, Series 2000-D, Series 2000-E, Series 2000-G, Series 2000-H, Series
2000-I, Series 2000-K, Series 2000-L, Series 2001-A, and Series 2001-B.
(b) See item 15(a) (3) above.
(c) Not Applicable
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 Master Credit Card Trust II (Registrant)
By: MBNA America Bank, National Association
As Servicer
Date: September 22, 2005 By: /s/ Douglas O. Hart
-------------------------------
Douglas O. Hart
Senior Executive Vice President