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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 3, 1999
Advanta Mortgage Conduit Services, Inc., as Sponsor
on behalf of Advanta Mortgage Loan Trust 1999-2
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(Exact name of registrant as specified in its charter)
Delaware 333-77927-02 23-2723382
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Advanta Conduit Receivables Inc.
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(Exact name of registrant as specified in its charter)
Nevada 333-77927-02 88-0360305
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Attention: General Counsel 92127
10790 Rancho Bernardo Drive ----------
San Diego, California (Zip Code)
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(Address of Principal Executive Offices)
Registrant's telephone number,
including area code (858) 676-3099
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16875 West Bernardo Drive, San Diego, California 92127
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(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. (the "Registrant" or
the "Sponsor") registered an issuance of $3,595,000,000 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 "Prior
Registration Statement"). On May 6, 1999, pursuant to Section 462(b) of the Act,
the amount of securities still eligible to be sold under the Prior Registration
Statement was carried forward to a new Registration Statement (File No.
333-77927) (the "Registration Statement") and an additional amount of securities
equal to 20% of such amount ($127,500,000) was registered thereby.
Pursuant to the Registration Statement, the Sponsor formed
Advanta Mortgage Loan Trust 1999-2 (the "Trust") which issued approximately
$517,000,000 in aggregate principal amount of its Mortgage Loan Asset-Backed
Certificates (the "Certificates"), on June 3, 1999 (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 an Pooling and
Servicing Agreement (the "P&S Agreement") attached hereto as Exhibit 4.1, dated
as of June 1, 1999, among the Sponsor, Advanta Mortgage Corp. USA, as Master
Servicer, and Bankers Trust Company of California, N.A., as Trustee.
The primary assets of the Trust are pool of closed-end
mortgage loans ("Mortgage Loans"), used predominantly to refinance an existing
mortgage loan on more favorable terms, to consolidate debt or to obtain cash
proceeds by borrowing against the related borrower's equity in the real property
and improvements pledged to secure the related Mortgage Loan, secured primarily
by mortgages on single-family residences (which may be detached, part of a two-
to four-family dwelling, a condominium unit or a unit in a planned unit
development) which were conveyed to the Trust on the Closing Date. As of the
Closing Date, the Mortgage Loans had the characteristics described in the
Prospectus dated May 6, 1999, the Preliminary Prospectus Supplement dated May
21, 1999 filed pursuant to Rule 424(b)(3) of the Act with the Commission and the
Prospectus Supplement dated May 26, 1999 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
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(c) Exhibits:
1.1 Underwriting Agreement, dated May 26, 1999, between the
Sponsor and Morgan Stanley & Co. Incorporated, as Representative of the
Underwriters.
4.1 Pooling and Servicing Agreement, dated May 1, 1999, among
the Sponsor, Advanta Mortgage Corp. USA, as Master Servicer, and Bankers Trust
Company of California, N.A., as Trustee.
4.2 Certificate Insurance Policy, dated June 3, 1999, and
issued and delivered by Ambac Assurance Corporation.
4.3 Conveyance Agreement, dated June 3, 1999, among Advanta
National Bank, Advanta Mortgage Corp. Midatlantic, Advanta Mortgage Corp.
Midatlantic II, Advanta Mortgage Corp. Midwest, Advanta Mortgage Corp.
Northeast, Advanta Finance Corp., Advanta Bank Corp. and Advanta Mortgage Corp.
USA (collectively, the "Affiliated Originators"), the Sponsor, Advanta Conduit
Receivables, Inc., as an Affiliate, and Bankers Trust Company of California,
N.A., as Trustee.
4.4 Master Loan Transfer Agreement, dated May 1, 1999, among
the Affiliated Originators, the Sponsor, Advanta Conduit Receivables, Inc. and
Bankers Trust Company of California, N.A., as Trustee.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities, dated as of June 3, 1999.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters,
dated as of June 3, 1999.
10.1 Indemnification Agreement, dated May 26, 1999, among
Morgan Stanley & Co. Incorporated, Salomon Smith Barney, Inc. and Prudential
Securities Incorporated, as Underwriters (the "Underwriters") and Ambac
Assurance Corporation, as Certificate Insurer.
10.2 Guaranty, dated June 3, 1999, to Ambac Assurance
Corporation and Morgan Stanley & Co. Incorporated, as Representative of the
Underwriters, issued by Advanta Mortgage Holding Company.
10.3 Guaranty, dated June 3, 1999, to Ambac Assurance
Corporation and Advanta Mortgage Loan Trust 1999-2 issued by Advanta Mortgage
Holding Company.
23.1 Consent of KPMG Inc. regarding financial statements of
Ambac Assurance Corporation, and their report.*
* Previously filed on Form 8-K filed with the Securities and
Exchange Commission.
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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 thereunto duly authorized.
ADVANTA MORTGAGE CONDUIT SERVICES, INC., as
Sponsor on behalf of Advanta Mortgage Loan
Trust 1999-2.
By: /s/ Michael Coco
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Name: Michael Coco
Title: Vice President
ADVANTA CONDUIT RECEIVABLES, INC.
By: /s/ Michael Coco
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Name: Michael Coco
Title: Vice President
Dated: June 16, 1999
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated May 26, 1999, between the
Sponsor and Morgan Stanley & Co. Incorporated, as
Representative of the Underwriters.
4.1 Pooling and Servicing Agreement, dated as of May 1, 1999,
among the Sponsor, Advanta Mortgage Corp. USA, as Master
Servicer, and Bankers Trust Company of California, N.A., as
Trustee.
4.2 Certificate Insurance Policy, dated June 3, 1999, and issued
and delivered by Ambac Assurance Corporation.
4.3 Conveyance Agreement, dated June 3, 1999, among Advanta
National Bank, Advanta Mortgage Corp. Midatlantic, Advanta
Mortgage Corp. Midatlantic II, Advanta Mortgage Corp.
Midwest, Advanta Mortgage Corp. Northeast, Advanta Finance
Corp., Advanta Bank Corp. and Advanta Mortgage Corp. USA
(collectively, the "Affiliated Originators"), the Sponsor,
Advanta Conduit Receivables, Inc., as an Affiliate, and
Bankers Trust Company of California, N.A., as Trustee.
4.4 Master Loan Transfer Agreement, dated May 1, 1999, among the
Affiliated Originators, the Sponsor, Advanta Conduit
Receivables, Inc. and Bankers Trust Company of California,
N.A., as Trustee.
5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities, dated as of June 3, 1999.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated
as of June 3, 1999.
10.1 Indemnification Agreement, dated March 1, 1999, among Morgan
Stanley & Co. Incorporated, Salomon Smith Barney, Inc. and
Prudential Securities Incorporated, as Underwriters (the
"Underwriters") and Ambac Assurance Corporation, as
Certificate Insurer.
10.2 Guaranty, dated June 3, 1999, to Ambac Assurance Corporation
and Morgan Stanley & Co. Incorporated, as Representative of
the Underwriters, issued by Advanta Mortgage Holding Company.
10.3 Guaranty, dated June 3, 1999, to Ambac Assurance Corporation
and Advanta Mortgage Loan Trust 1999-2 issued by Advanta
Mortgage Holding Company.
23.1 Consent of KPMG Inc. regarding financial statements of Ambac
Assurance Corporation and their report.*
* Previously filed on Form 8-K filed with the Securities and
Exchange Commission.