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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)
June 11, 1998
Advanta Mortgage Loan Trust 1998-2
(Exact name of registrant as specified in its charter)
New York 333-37107 Application Pending
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
c/o Advanta Mortgage Conduit 92127
Services, Inc. (Zip Code)
Attention: Milton Riseman
16875 West Bernardo Drive
San Diego, California
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (619) 674-1800
No change
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Certificates and the Mortgage Loans
Advanta Mortgage Conduit Services, Inc. registered an issuance
of $3,500,000,000 in principal amount of Mortgage Loan Asset-Backed Certificates
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by the Registration Statement on Form S-3 (File
No. 333-37107) (the "Registration Statement"). Pursuant to the Registration
Statement, Advanta Mortgage Loan Trust 1998-2 (the "Registrant" or the "Trust")
issued approximately $925,000,000 in aggregate principal amount of its Mortgage
Loan Asset-Backed Certificates, Series 1998-2 (the "Certificates"), on June 22,
1998 (the "Closing Date"). This Current Report on Form 8-K is being filed to
satisfy an undertaking to file copies of certain agreements executed in
connection with the issuance of the Certificates, the forms of which were filed
as Exhibits to the Registration Statement.
The Certificates were issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") attached hereto as
Exhibit 4.1, dated as of June 1, 1998, among Advanta Mortgage Conduit Services,
Inc. (the "Sponsor"), Advanta Mortgage Corp. USA, in its capacity as Master
Servicer (the "Master Servicer") and Bankers Trust Company of California, N.A.,
in its capacity as Trustee (the "Trustee"). The Certificates consist of
twenty-one classes, the Class A-1 Group IA Certificates, the Class A-2 Group IA
Certificates, the Class A-3 Group IA Certificates, the Class A-4 Group IA
Certificates, the Class A-5 Group IA Certificates, the Class A-6 Group IA
Certificates, the Class A-7 Group IA Certificates, the Class A-8 Group IA
Certificates (collectively, the "Group IA Certificates"), the Class A-9 Group IB
Certificates, the Class A-10 Group IB Certificates, the Class A-11 Group IB
Certificates, the Class A-12 Group IB Certificates, the Class A-13 Group IB
Certificates, the Class A-14 Group IB Certificates, the Class A-15 Group IB
Certificates (collectively, the "Group IB Certificates"), the Class A-16 Group
IIA Certificates, the Class A-17 Group IIA Certificates (collectively, the
"Group IIA Certificates"), the Class A-18 Group IIB Certificates, the Class A-19
Group IIB Certificates (collectively, the "Group IIB Certificates"), the Class
F-IO Certificates and the Class A-IO Certificates (together with the Group IA
Certificates, the Group IB Certificates, the Group IIA Certificates and the
Group IIB Certificates, the "Class A Certificates". The Class A Certificates and
the Class R Certificates (residual class with respect to each REMIC held by the
Trust) (the "Class R Certificates") are together referred to herein as the
"Certificates". The Certificates initially evidence, in the aggregate, 100% of
the undivided beneficial ownership interests in the Trust.
The assets of the Trust will include four pools of closed-end
mortgage loans secured by mortgages on one- to- four family residential
properties to be conveyed to the Trust on the Closing Date. All of the Mortgage
Loans in Group IA (the "Group IA Pool") consist of fixed rate, first- and
second-lien Mortgage Loans owned by Advanta Conduit Services or its non-bank
affiliates. All of the Mortgage Loans in Group IB (the
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"Group IB Pool," and together with the Group IA Pool, the "Fixed Rate Group")
consist of fixed rate, first-lien Mortgage Loans owned by Advanta National Bank.
All of the Group IIA Mortgage Loans (the "Group IIA Pool") consist of adjustable
rate, first-lien Mortgage Loans owned by Advanta Conduit Services or its
non-bank affiliates. All of the Group IIB Mortgage Loans (the "Group IIB Pool,"
and together with the Group IIA Pool, the "Adjustable Rate Group") consist of
adjustable rate, first-lien loans owned by Advanta National Bank. All of the
loans have remaining terms to maturity equal to or less than 30 years.
Interest distributions on the Class A Certificates are based
on the Certificate Principal Balance thereof and the then applicable
Pass-Through Rate thereof, as defined in the Prospectus Supplement dated June
11, 1998 (the "Prospectus Supplement").
The Class A-1 Certificates have an aggregate principal amount
of $73,000,000. The Class A-2 Certificates have an aggregate principal amount of
$41,000,000. The Class A-3 Certificates have an aggregate principal amount of
$34,000,000. The Class A-4 Certificates have an aggregate principal amount of
$17,000,000. The Class A-5 Certificates have an aggregate principal amount of
$24,000,000. The Class A-6 Certificates have an aggregate principal amount of
$27,000,000. The Class A-7 Certificates have an aggregate principal amount of
$15,000,000. The Class A-8 Certificates have an aggregate principal amount of
$9,000,000. The Class A-9 Certificates have an aggregate principal amount of
$88,000,000. The Class A-10 Certificates have an aggregate principal amount of
$61,000,000. The Class A-11 Certificates have an aggregate principal amount of
$38,000,000. The Class A-12 Certificates have an aggregate principal amount of
$28,000,000. The Class A-13 Certificates have an aggregate principal amount of
$28,000,000. The Class A-14 Certificates have an aggregate principal amount of
$36,000,000. The Class A-15 Certificates have an aggregate principal amount of
$31,000,000. The Class A-16 Certificates have an aggregate principal amount of
$180,000,000. The Class A-17 Certificates have an aggregate principal amount of
$60,000,000. The Class A-18 Certificates have an aggregate principal amount of
$101,250,000. The Class A-19 Certificates have an aggregate principal amount of
$33,750,000. No principal payments are distributed with respect to the Class
A-IO Certificates and the Class F-IO Certificates. Interest on the Class A-IO
will be distributed and calculated on the basis of a notional principal balance
equal to the aggregate outstanding Principal Balance of the Class A-17
Certificates and the Class A-19 Certificates. Interest on the Class F-IO will be
distributed and calculated on the basis of a notional principal balance equal to
the aggregate outstanding Principal Balance of the Class A-7 Certificates, the
Class A-8 Certificates and the Class A-15 Certificates.
As of the Closing Date, the Mortgage Loans had the
characteristics described in the Prospectus dated October 30, 1997 and the
Prospectus Supplement filed pursuant to Rule 424(b)(5) of the Act with the
Commission.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated June 11, 1998, between
Advanta Mortgage Conduit Services, Inc. and Morgan Stanley & Co. Incorporated,
as Representative of the Underwriters (the "Representative").
4.1 Pooling and Servicing Agreement, dated as of June 1, 1998,
among Advanta Mortgage Conduit Services, Inc., as Sponsor, Advanta Mortgage
Corp. USA, as Master Servicer, and Bankers Trust Company of California, N.A., as
Trustee.
4.2 Master Loan Transfer Agreement, dated June 15, 1997, among
Advanta Mortgage Conduit Services, Inc., as Sponsor, Advanta National Bank,
Advanta Mortgage Corp. Midatlantic, Advanta Mortgage Corp. Midatlantic II,
Advanta Mortgage Corp. Midwest, Advanta Mortgage Corp. of New Jersey, Advanta
Mortgage Corp. Northeast, Advanta Finance Corp. and Advanta Mortgage Corp. USA
(collectively, the "Affiliated Originators"), Advanta Conduit Receivables Inc.
and Bankers Trust Company of California, N.A., as Trustee.
4.3 Conveyance Agreement, dated June 22, 1998, among Advanta
Mortgage Conduit Services, Inc., the Affiliated Originators, Advanta Conduit
Receivables, Inc. and Bankers Trust Company of California, N.A..
4.4 Ambac Certificate Guaranty Insurance Endorsement, dated
June 22, 1998 and delivered by Ambac Insurance Corporation.
23.1 Consent of KPMG Peat Marwick LLP regarding financial
statements of Ambac Insurance Corporation and their report.*
* Previously filed
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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 its behalf by
the undersigned hereunto duly authorized.
ADVANTA MORTGAGE LOAN TRUST 1998-2
By: Advanta Mortgage Conduit Services, Inc.,
as Sponsor
By:/s/ Mark T. Dunsheath
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Name: Mark T. Dunsheath
Title: Vice President
Dated: July 6, 1998
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EXHIBIT INDEX
Exhibit No. Description
1.1 Underwriting Agreement, dated June 1, 1998, between Advanta
Mortgage Conduit Services, Inc. and Morgan Stanley & Co.
Incorporated, as Representative of the Underwriters (the
"Representative").
4.1 Pooling and Servicing Agreement, dated as of June 1, 1998,
among Advanta Mortgage Conduit Services, Inc., as Sponsor,
Advanta Mortgage Corp. USA, as Master Servicer, and Bankers
Trust Company of California, N.A., as Trustee.
4.2 Master Loan Transfer Agreement, dated June 15, 1997, among
Advanta Mortgage Conduit Services, Inc., as Sponsor, Advanta
National Bank, Advanta Mortgage Corp. Midatlantic, Advanta
Mortgage Corp. Midatlantic II, Advanta Mortgage Corp. Midwest,
Advanta Mortgage Corp. of New Jersey, Advanta Mortgage Corp.
Northeast, Advanta Finance Corp. and Advanta Mortgage Corp.
USA (collectively, the "Affiliated Originators"), Advanta
Conduit Receivables Inc. and Bankers Trust Company of
California, N.A., as Trustee.
4.3 Conveyance Agreement, dated June 22, 1998, among Advanta
Mortgage Conduit Services, Inc., the Affiliated Originators,
Advanta Conduit Receivables, Inc. and Bankers Trust Company of
California, N.A..
4.4 Ambac Certificate Guaranty Insurance Endorsement, dated
June 22, 1998 and delivered by Ambac Insurance Corporation.
23.1 Consent of KPMG Peat Marwick LLP regarding financial
statements of Ambac Insurance Corporation and their report.*
* Previously filed