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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)
September 10, 1998
Advanta Mortgage Loan Trust 1998-3
(Exact name of registrant as specified in its charter)
New York 333-52351-01 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: Structured Finance
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 $1,000,000,000 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. 333-52351) (the "Registration Statement"). Pursuant to the Registration
Statement, Advanta Mortgage Loan Trust 1998-3 (the "Registrant" or the "Trust")
issued approximately $1,000,000,000 in aggregate principal amount of its
Mortgage Loan Asset-Backed Certificates, Series 1998-3 (the "Certificates"), on
September 23, 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 September 1, 1998, among Advanta Mortgage Conduit
Services, Inc. (the "Company"), 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
four classes, the Class A-1 Group I Floating Rate Certificates (the "Class A-1
Certificates), the Class A-2 Group II Floating Rate Certificates (the "Class A-2
Certificates, and together with the Class A-1 Certificates, the "Class A
Certificates"), and the Class R Certificates (Residual Interest) (the "Class R
Certificates"). The Class A Certificates are the "Offered Certificates". The
Offered Certificates and 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 initially will include two investment
pools (each, a "Mortgage Loan Group" or "Group") of closed-end mortgage loans
(the "Mortgage Loans") secured by mortgages or deeds of trust (the "Mortgages")
on one-to-four family residential properties. The Class A-1 Certificates
represent undivided ownership interests in a pool of adjustable rate Mortgage
Loans secured by Mortgages which may be either in a first or in a junior lien
position as well as the proceeds of certain amounts on deposit with the Trustee.
The Class A-2 Certificates represent undivided ownership interests in a pool of
fixed rate Mortgage Loans secured by Mortgages which may be either in a first or
in a junior lien position.
Interest distributions on the Offered Certificates are based
on the Certificate Principal Balance thereof and the then applicable
Pass-Through Rate thereof.
The Class A-1 Certificates have an aggregate principal amount
of $500,000,000. The Class A-2 Certificates have an aggregate principal amount
of $500,000,000.
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As of the Closing Date, the Mortgage Loans had the
characteristics described in the Prospectus dated September 15, 1998 and the
Prospectus Supplement dated September 10, 1998 filed pursuant to Rule 424(b)(5)
of the Act with the Commission
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Group I Underwriting Agreement, dated September 10, 1998,
among Advanta Mortgage Conduit Services, Inc. and Salomon Smith Barney, Inc., as
Representative of the Underwriters (the "Representative").
1.2 Group II Underwriting Agreement, dated September 17, 1998,
among Advanta Mortgage Conduit Services, Inc. and Salomon Smith Barney, Inc.
4.1 Pooling and Servicing Agreement, dated as of September 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 September 23, 1998, among
Advanta Mortgage Conduit Services, Inc., the Affiliated Originators, Advanta
Conduit Receivables, Inc. and Bankers Trust Company of California, N.A..
4.4 Certificate Guaranty Insurance Policy delivered by MBIA
Insurance Corporation.
4.5 Advanta Mortgage Holding Company Guaranty.
10.1 Indemnification Agreement, dated September 10, 1998,
among MBIA Insurance Corporation, Advanta Mortgage Conduit Services, Inc. and
the Representative.
23.1 Consent of Coopers & Lybrand, L.L.P. regarding financial
statements of MBIA Insurance Corporation and their report.
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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 1998-3
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: October 9, 1998
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EXHIBIT INDEX
Exhibit No. Description
1.1 Group I Underwriting Agreement, dated September 10, 1998,
among Advanta Mortgage Conduit Services, Inc. and Salomon
Smith Barney, Inc., as Representative of the Underwriters (the
"Representative").
1.2 Group II Underwriting Agreement, dated September 17, 1998,
among Advanta Mortgage Conduit Services, Inc. and Salomon
Smith Barney, Inc.
4.1 Pooling and Servicing Agreement, dated as of September 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 September 23, 1998, among Advanta
Mortgage Conduit Services, Inc., the Affiliated Originators,
Advanta Conduit Receivables, Inc. and Bankers Trust Company of
California, N.A..
4.4 Certificate Guaranty Insurance Policy delivered by MBIA
Insurance Corporation.
4.5 Advanta Mortgage Holding Company Guaranty.
10.1 Indemnification Agreement, dated September 10, 1998, among
MBIA Insurance Corporation, Advanta Mortgage Conduit Services
Inc. and the Representative.
23.1 Consent of PricewaterhouseCoopers LLP regarding financial
statements of MBIA Insurance Corporation and their report.
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