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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
--------------------- -------------------
Commission file numbers 333-38575
333-38575-01
333-38575-02
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ADVANTA BUSINESS SERVICES CORP.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
DELAWARE 23-2333786
- --------------------------------- -------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1020 Laurel Oak Road, Voorhees, New Jersey 08043
- ------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone numbers, including area code:
(609) 782-7300
ADVANTA LEASING RECEIVABLES CORP. IV
ADVANTA LEASING RECEIVABLES CORP. V
(Exact Name of Registrants as specified in their charter)
88-0387072
NEVADA -------------------
88-0387073
-------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Nos.)
639 Isbell Road, Suite 390, Reno, Nevada 89509
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
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Registrants' telephone number, including area code: (800) 851-5215
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act
of 1934: None.
Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act
of 1934: None
Indicate by check mark whether the Registrant (1) has 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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock and non-voting
common equity held by non-affiliates of the Registrants. None. With respect to
the Notes referred to herein, as of February 28, 1999, $328,114,422.00. As of
March 1, 1998 there were 1,000 shares of each of the Registrants' Common Stock
outstanding.
Documents Incorporated By Reference: Part IV
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PART I
ITEM 1. BUSINESS
Advanta Business Services Corp. ("ABS") is a wholly-owned subsidiary of Advanta
Leasing Holding Corp., a Delaware corporation ("ALHC"). ALHC is a wholly-owned
subsidiary of Advanta Corp., a Delaware corporation, ("Advanta Corp.") which is
a publicly-traded company based in Spring House, PA. ABS is in the business of
originating, acquiring and serving certain leases (the "Leases") and interests
in the equipment underlying the leases (the "Equipment"). Advanta Leasing
Receivables Corp. IV ("ALRC IV") and Advanta Leasing Receivables Corp. V ("ALRC
V," together with ALRC IV, the "Issuers") are wholly-owned subsidiaries of ABS
and were formed for the purpose of securitizing the Leases and the Equipment
through the issuance of debt securities (the "Notes"). The Issuers acquired
their rights to the Leases and Equipment either from ABS directly, pursuant to
the Master Contribution Agreement, dated as of May 1, 1997 or pursuant to one or
more sale agreements in each case between the Issuers and one or more affiliates
of ABS. On April 8, 1998, the Issuers issued notes entitled Equipment
Receivables Asset-Backed Notes, Series 1998-1 totalling $360,000,000 principal
amount of notes consisting of: the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes
(collectively, the "Offered Notes") and the Class D Notes (together with the
Offered Notes, the "Notes"). The assets of the Issuers consist primarily of
Leases, Equipment and a reserve account. The Notes were issued pursuant to the
Master Business Receivables Asset Backed Financing Facility Agreement (the
"Indenture"), dated as of May 1, 1997, by and among ABS, as servicer, Advanta
Leasing Receivables Corp. III and The Chase Manhattan Bank, as trustee. The
Offered Notes were sold pursuant to a public offering, the underwriting of
which was co-managed by Salomon Smith Barney, Lehman Brothers Inc., Prudential
Securities Incorporated and Barclays Capital Inc. (collectively, the
"Underwriters"). The Notes represent asset-backed debt obligations of
the Issuers, as joint and several obligors. The Notes were registered under a
Registration Statement (file no. 333-38575) on Form S-1 declared effective on
or about April 8, 1998. As bankruptcy-remote entities, the Issuers' operations
are restricted so that (a) they do not engage in business with, or incur
liabilities to, any other entity (other than the Trustee on behalf of the
holders of the Notes) which may bring bankruptcy proceedings against the
Issuers and (b) the risk is diminished that they will be consolidated into the
bankruptcy proceedings of any other entity. The Issuers have no other assets
except the Leases and the Equipment, and proceeds thereof.
ITEM 2. PROPERTIES
None.
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ITEM 3. LEGAL PROCEEDINGS
The Issuers are not aware of any material pending legal proceedings
involving the Issuers, the Trustee or the Servicer with respect to the Notes or
the Issuers' property. However, ABS and the Issuers are indirect subsidiaries of
Advanta Corp.
On January 25, 1999 Advanta Corp. reported that on Friday, January 22,
1999, Fleet Financial Group, Inc. and certain of its affiliates ("Fleet") filed
a complaint (the "Complaint") against Advanta Corp. and certain of its
affiliates relating to the transaction with Fleet which closed on February 20,
1998 in which Advanta Corp. contributed most of its consumer credit card
business to a limited liability company owned by Fleet (the "Fleet
Transaction"). The Complaint centers around post-closing adjustments to the
transaction and other matters relating to the Fleet Transaction.
Advanta Corp. believes that the lawsuit is inappropriate and without
merit and, on February 16, 1999 it filed its answer and counterclaims in which
it denies all of the substantive allegations in the Complaint and seeks damages
from Fleet. Advanta Corp. does not expect this suit to have any material adverse
financial impact on its business.
The ability of Advanta Corp.'s subsidiaries to honor their financial
and other obligations is to some extent influenced by the financial condition of
Advanta Corp. Such obligations primarily consist of the ABS's or the Issuers'
obligations to repurchase mortgage loans which are inconsistent with
representations and warranties set forth in certain agreements relating to Notes
issued by the Trust sponsored by ABS as well as the obligations of the ABS as
servicer pursuant to certain agreements relating to Notes issued by the Trust.
This Report on Form 10-K contains forward-looking statements that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected. The most significant among these risks
and uncertainties is the uncertainty of the legal process.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of beneficial
interests of the Issuers or the Notes through the solicitation of proxies or
otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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The sole holder of ABS's Common Stock is ALHC. The sole holder of the
Issuers' Common Stock is ABS. There is currently no market for such Common Stock
nor is it anticipated that such a market will develop.
As of March 26, 1999, there were approximately 16 holders of the Class
A-1 Notes, 18 holders of the Class A-2 Notes, 3 holders of the Class A-3 Notes,
19 holders of the Class A-4 Notes, 2 holders of the Class B Notes and 2 holders
of the Class C Notes. The number of holders includes individual participants in
security position listings. As of December 15, 1998, 8 monthly distributions had
been made to the holders of the Notes.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
On April 8, 1998, the Issuers issued $72,000,000 aggregate principal
amount of Class A-1 Notes having a fixed rate per annum of 5.77%, $190,000,000
aggregate principal amount of Class A-2 Notes having a fixed rate per annum of
5.82%, $23,300,000 aggregate principal amount of Class A-3 Notes having a fixed
rate per annum of 5.93%, $45,900,000 aggregate principal amount of Class A-4
Notes having a fixed rate per annum of 5.98%, $18,938,000 aggregate principal
amount of Class B Notes having a fixed rate per annum of 6.10% and $9,862,000
aggregate principal amount of Class C Notes having a fixed rate per annum of
6.49%, which were collateralized by the Leases, Equipment and the reserve
account. The Class D Notes were not publicly offered and are principal only
notes which do not bear interest. The sale of the Leases and Equipment to the
Issuers, the issuance of the Notes and the simultaneous delivery of the Notes to
the Underwriters, has been accounted for as a sale. The value of the Notes
issued by the Issuers equaled the value of the assets pledged as collateral for
the Notes. Accordingly, there was no income to the Issuers resulting from the
aforementioned transaction.
CAPITAL RESOURCES AND LIQUIDITY
The Issuers' primary sources of funds with respect to the Notes will be
the receipt of interest on and principal with respect to the Leases and
Equipment. The management of ABS believes that the Issuers will have sufficient
liquidity and capital resources to pay all amounts on the Notes as they become
due and all other anticipated expenses of the Issuers. The Issuers do not have,
nor will they have in the future, any significant sources of capital for payment
of the Notes and its operating expenses other than the receipt of
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interest on and principal on the Leases and Equipment. The Notes represent
asset-backed debt obligations solely of the Issuers.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Not Applicable.
ITEM 9. CHANGE IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on according or
financial disclosures between the Issuers and its accountants.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The following individuals comprise the board of directors and the
officers of the Advanta Business Services Corp.:
Name Position
- ---- --------
Dennis Alter Director
Charles H. Podowski President, Chief Executive Officer and Director
Edward E. Millman Senior Vice President and Chief Financial Officer
Cole B. Silver Senior Vice President, Secretary and General Counsel
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The following individuals comprise the board of directors and the
officers of Advanta Leasing Receivables Corp. IV:
Name Position
- ---- --------
George Deehan Director
Francis B. Jacobs, II Director
John Paris President and Director
Michael Coco Vice President, Chief Financial Officer and Director
Mark Shapiro Treasurer
Janice C. George Vice President, Assistant Secretary and Director
Cole B. Silver Secretary
The following individuals comprise the board of directors and the
officers of Advanta Leasing Receivables Corp. V:
Name Position
- ---- --------
George Deehan Director
Francis B. Jacobs, II Director
John Paris President and Director
Michael Coco Vice President, Chief Financial Officer and Director
Mark Shapiro Treasurer
Janice C. George Vice President, Assistant Secretary and Director
Cole B. Silver Secretary
All directors and officers hold office for the term of one year and
until their successors are elected and qualified, subject to earlier termination
by removal or resignation.
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ITEM 11. EXECUTIVE COMPENSATION
Not Applicable. The Trust does not have employees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth (i) the name and address of each entity
owning more than 5% of the outstanding principal amount of the Equipment
Receivables Asset-Backed Notes, Series 1999-1, Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes; (ii) the
principal amount of each class of Offered Notes and (iii) the percent that the
principal amount of each Class of Offered Notes owned represents of the
outstanding principal amount of each Class of the Offered Notes, respectively.
The information set forth in the table is based upon information obtained by
the Issuers from the Depository Trust Company.
ABS and the Issuers are not aware of any Schedules 13D or 13G filed
with the Securities and Exchange Commission in respect of the Notes.
Amounts
Owed
(All Dollar
Amounts are
in Thousands)
Name and Address Principal Percent
- ---------------- --------- -------
Class A-1 Notes
- ---------------
Bankers Trust Company $4,340 6.03%
C/o BT Services Tennessee Inc.
Nashville, TN 37211
Chase Manhattan Bank $18,260 25.36%
4 New York Plaza
13th Floor
Investors Bank & Trust/M.F. Custody $10,000 13.89%
200 Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116
State Street Bank and Trust Company $28,890 40.13%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Class A-2 Notes
- ---------------
Bank of New York $44,250 23.29%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $31,000 16.32%
C/o BT Services Tennessee Inc.
Nashville, TN 37211
Chase Manhattan Bank $22,505 11.84%
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank MBS & Asset Backed Sec. $10,000 5.26%
55 Water Street, Room 428
New York, NY 10041
Citibank, N.A. $23,000 12.11%
P.O. Box 30576
Tampa, FL 33630
Northern Trust Company $21,515 11.32%
801 S. Canal C-In
Chicago, IL 60607
Prudential Securities Incorporated $9,900 5.21%
C/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company $15,000 7.89%
Global Corp. Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105
Class A-3 Notes
- ---------------
Bank of New York $5,000 21.46%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $5,000 21.46%
C/o BT Services Tennessee Inc.
Nashville, TN 37211
Chase Manhattan Bank $13,300 57.08%
4 New York Plaza
13th Floor
New York, NY 10004
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Amounts
Owed
(All Dollar
Amounts are
in Thousands)
Name and Address Principal Percent
- ---------------- --------- -------
Class A-4 Notes
- ---------------
Bank of New York $5,630 12.27%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Citibank, N.A. $10,000 21.79%
P.O. Box 30576
Tampa, FL 33630
Merrill Lynch, Pierce & Smith Safekeeping $3,400 7.41%
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Prudential Securities Incorporated $5,110 11.13%
C/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and Trust Company $8,945 19.49%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
CLASS B NOTES
- -------------
Bank of New York $10,000 52.80%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $8,938 47.20%
4 New York Plaza
13th Floor
New York, NY 10004
CLASS C NOTES
- -------------
Chase Manhattan Bank $7,362 74.65%
4 New York Plaza
13th Floor
New York, NY 10004
State Street Bank and Trust Company $2,500 25.35%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
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:
1. Financial Statements: Not Applicable.
2. Financial Statement Schedules. Not Applicable.
3. Exhibits:
The Servicer is required to prepare an Annual Statement as
to Compliance for the year ended December 31, 1998 and mail such statement to
the Trustee on or before the last day of March, 1999. The Annual Statement as
to Compliance is included herewith as Exhibit 28.1.
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Exhibit No. Description
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*3.1.1 Certificate of Incorporation of Advanta Business Services Corp.
*3.1.2 Certificate of Incorporation of Advanta Leasing Receivables Corp. IV
*3.1.3 Certificate of Incorporation of Advanta Leasing Receivables Corp. V
*3.2.1 By-laws of Advanta Business Services Corp.
*3.2.2 By-laws of Advanta Leasing Receivables Corp. IV
*3.2.3 By-laws of Advanta Leasing Receivables Corp. V
*4.1 Master Business Receivables Asset-Backed Financing Facility Agreement
28.1 Annual Statement as to Compliance for the year ended December 31, 1998
*99.1 Servicer's Certificates for the payment periods ending in April, May, June,
July, August, September, October, November and December.
* Incorporated by reference to the Exhibit of the same designation filed on
the Form S-1 registration statement declared effective on or about April 8,
1998 and also Incorporated by reference from previously filed Current
Reports on Form 8-K listed below
(b) Reports on Form 8-K.
Ten reports on Form 8-K have been filed by the Issuers during the
period covered by this report.
Date of Reports on Form 8-K Item Report/Financial Statements Filed
- --------------------------- --------------------------------------
April 29, 1998 Initial Current Report on Form 8-K filed with respect to the
issuance of the Notes
May 15, 1998 Servicer's Certificate for the April Monthly Period relating to
the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
June 15, 1998 Servicer's Certificate for the May Monthly Period relating to
the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
July 15, 1998 Servicer's Certificate for the June Monthly Period relating to
the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
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Date of Reports on Form 8-K Item Report/Financial Statements Filed
- --------------------------- --------------------------------------
August 17, 1998 Servicer's Certificate for the July Monthly Period relating to
the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
September 15, 1998 Servicer's Certificate for the August Monthly Period relating to
the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
October 16, 1998 Servicer's Certificate for the September Monthly Period relating
to the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
November 16, 1998 Servicer's Certificate for the October Monthly Period relating
to the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
December 16, 1998 Servicer's Certificate for the November Monthly Period relating
to the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
January 19, 1999 Servicer's Certificate for the December Monthly Period relating
to the Equipment Receivables Asset-Backed Notes, Series 1999-1,
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes, Class C Notes and Class D Notes
(c) See "Item 14(a)(3) - Exhibits."
(d) Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrants have duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ADVANTA BUSINESS SERVICES CORP.
as Registrant and Servicer
By: /s/ Charles H. Podowski
---------------------------------------------
Name: Charles H. Podowski
Title: President, Chief Executive Officer
and Director
Dated: March 31, 1999
ADVANTA LEASING RECEIVABLES CORP. IV
as Registrant
By: /s/ Michael Coco
---------------------------------------------
Name: Michael Coco
Title: Vice President and Chief Executive
Officer
ADVANTA LEASING RECEIVABLES CORP. V.
as Registrant
By: /s/ Michael Coco
---------------------------------------------
Name: Michael Coco
Title: Vice President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf on the
Registrants and in the capacities and on the dates indicated.
ADVANTA BUSINESS SERVICES CORP.
By: /s/ Dennis Alter
-------------------------------------------
Name: Dennis Alter
Title: Director
Date: March 31, 1999
By: /s/ Charles H. Podowski
-------------------------------------------
Name: Charles H. Podowski
Title: President, Chief Executive Officer
and Director
Date: March 31, 1999
By: /s/ Edward E. Millman
-------------------------------------------
Name: Edward E. Millman
Title: Senior Vice President and
Chief Financial Officer
Date: March 31, 1999
By: /s/ Cole B. Silver
-------------------------------------------
Name: Cole B. Silver
Title: Senior Vice President, Secretary
Date: March 31, 1999
ADVANTA LEASING RECEIVABLES CORP. IV.
By: /s/ John Paris
-------------------------------------------
Name: John Paris
Title: President and Director
Date: March 31, 1999
By: /s/ Michael Coco
-------------------------------------------
Name: Michael Coco
Title: Vice President, Chief Executive
Officer and Director
Date: March 31, 1999
By: /s/ Mark Shapiro
-------------------------------------------
Name: Mark Shapiro
Title: Treasurer
Date: March 31, 1999
By: /s/ Janis C. George
-------------------------------------------
Name: Janis C. George
Title: Vice President, Assistant Secretary
and Director
Date: March 31, 1999
By: /s/ Cole B. Silver
-------------------------------------------
Name: Cole B. Silver
Title: Secretary
Date: March 31, 1999
By: /s/ George Deehan
-------------------------------------------
Name: George Deehan
Title: Director
Date: March 31, 1999
ADVANTA LEASING RECEIVABLES CORP. V.
By: /s/ John Paris
-------------------------------------------
Name: John Paris
Title: President and Director
Date: March 31, 1999
By: /s/ Michael Coco
-------------------------------------------
Name: Michael Coco
Title: Vice President, Chief Executive
Officer and Director
Date: March 31, 1999
By: /s/ Mark Shapiro
-------------------------------------------
Name: Mark Shapiro
Title: Treasurer
Date: March 31, 1999
By: /s/ Janis C. George
-------------------------------------------
Name: Janis C. George
Title: Vice President, Assistant Secretary
and Director
Date: March 31, 1999
By: /s/ Cole B. Silver
-------------------------------------------
Name: Cole B. Silver
Title: Secretary
Date: March 31, 1999
By: /s/ George Deehan
-------------------------------------------
Name: George Deehan
Title: Director
Date: March 31, 1999
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
*3.1.1 Certificate of Incorporation of Advanta Business Services Corp.
*3.1.2 Certificate of Incorporation of Advanta Leasing Receivables Corp. IV
*3.1.3 Certificate of Incorporation of Advanta Leasing Receivables Corp. V
*3.2.1 By-laws of Advanta Business Services Corp.
*3.2.2 By-laws of Advanta Leasing Receivables Corp. IV
*3.2.3 By-laws of Advanta Leasing Receivables Corp. V
*4.1 Master Business Receivables Asset-Backed Financing Facility Agreement
28.1 Annual Statement as to Compliance for the year ended December 31, 1998
*99.1 Servicer's Certificates for the payment periods ending in April, May, June,
July, August, September, October, November and December 1998
* Incorporated by reference to the Exhibit of the same designation filed
with ABS's and the Issuers' Form S-1 registration statement declared
effective on or about April 8, 1998 and also Incorporated by reference from
previously filed Current Reports on Form 8-K listed herein.
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