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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) May 27, 1999
Advanta Mortgage Conduit Services, Inc., as Sponsor
on behalf of Advanta Revolving Home Equity Loan Trust 1999-A
(Exact name of registrant as specified in its charter)
Delaware 333-77297-01 23-2723382
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) No.)
Advanta Conduit Receivables, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-77927-01 88-0360305
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
Attention: General Counsel
10790 Rancho Bernardo Road
San Diego, California 92127
(Address of principal executive (Zip Code)
offices)
Registrant's Telephone Number,
including area code: (619) 674-1800
16875 West Bernardo Drive, San Diego California 92127
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Notes and the Mortgage Loans
Advanta Mortgage Conduit Services, Inc. (the "Registrant")
registered an issuance of $765,000,000 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. 333-77927) (the "Registration Statement").
Pursuant to the Registration Statement, Advanta Revolving Home Equity Loan Trust
1999-A (the "Trust") issued approximately $247,500,000 in aggregate principal
amount of its Advanta Revolving Home Equity Loan Asset Backed Notes, Series
1999-A (the "Notes"), on May 27, 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 Notes, the forms of
which were filed as Exhibits to the Registration Statement.
The Notes were issued pursuant to an Indenture (the
"Indenture") attached hereto as Exhibit 4.1, dated as of May 1, 1999, between
the Trust and Bankers Trust Company of California, N.A., in its capacity as
Indenture Trustee (the "Indenture Trustee"). The Notes evidence indebtedness of
the Trust. Also issued, but not offered, by the Trust are Certificates
("Certificates") evidencing the ownership interest in the Trust. The
Certificates will initially be retained by Advanta Holding Trust 1999-A.
The primary assets of the Trust are a pool of mortgage loans
consisting of adjustable rate home equity revolving credit line loans secured by
first or junior mortgages or deeds of trust on residential property made under
certain home equity revolving credit line loan agreements.
The Notes have an aggregate principal amount of $247,500,000
and a variable interest rate.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated May 18, 1999, among Advanta
National Bank and Advanta Finance Corp., as Originators, Advanta Mortgage
Conduit Services, Inc., as Sponsor, and Bear, Stearns & Co. Inc., as
Underwriter.
4.1 Indenture, dated as of May 1, 1999, between Advanta
Revolving Home Equity Loan Trust 1999-A and Bankers Trust Company of California,
N.A., as Indenture Trustee.
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4.2 Trust Agreement, dated as of May 1, 1999, between Advanta
Mortgage Conduit Services, Inc., as Sponsor, and Wilmington Trust Company, as
Owner Trustee, relating to the formation of Advanta Holding Trust 1999-A.
4.3 Trust Agreement, dated as of May 1, 1999, among Advanta
Mortgage Conduit Services, Inc., as Sponsor, Advanta Holding Trust 1999-A and
Wilmington Trust Company, as Owner Trustee, relating to the formation of Advanta
Revolving Home Equity Loan Trust 1999-A.
4.4 Sale and Servicing Agreement, dated as of May 1, 1999
among Advanta Mortgage Conduit Services, Inc., as Sponsor, Advanta Mortgage
Corp. USA, as Master Servicer, Advanta Holding Trust 1999-A, Advanta Revolving
Home Equity Loan Trust 1999-A, as Issuer, and Bankers Trust Company of
California, N.A., as Indenture Trustee.
4.5 Certificate Guaranty Insurance Policy, dated May 27, 1999,
and issued and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality, dated
May 27, 1999.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters,
dated May 27, 1999.
10.1 Purchase Agreement, dated as of May 1, 1999, between
Advanta National Bank and Advanta Finance Corp., as Originators, on one hand,
and Advanta Mortgage Conduit Services, Inc., as Purchaser, on the other hand.
10.2 Indemnification Agreement, dated May 27, 1999, among
Bear, Stearns & Co. Inc. and Lehman Brothers Inc., as Underwriters, and Ambac
Assurance Corporation, as Insurer.
10.3 Guaranty to Ambac Assurance Corporation and Bear, Stearns
& Co. Inc., as Representative of the Underwriters, issued by Advanta Mortgage
Holding Company.
10.4 Guaranty to Ambac Assurance Corporation and Advanta
Revolving Home Equity Loan Trust 1999-A, as Issuer, issued by Advanta Mortgage
Holding Company.
23.1 Consent of KPMG LLP regarding financial statements of
Ambac Assurance Corporation and their report.*
* Previously filed on Form 8-K with the Securities and
Exchange Commission on May 26, 1999.
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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 REVOLVING HOME EQUITY LOAN
TRUST 1999-A
By: Advanta Mortgage Conduit Services, Inc.
By: /s/ Michael Coco
----------------------------------------
Name: Michael Coco
Title: Vice President
ADVANTA CONDUIT RECEIVABLES, INC.
By: /s/ Michael Coco
----------------------------------------
Name: Michael Coco
Title: Vice President
Dated: June 10, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Underwriting Agreement, dated May 18, 1999, among Advanta
National Bank and Advanta Finance Corp., as Originators,
Advanta Mortgage Conduit Services, Inc., as Sponsor, and
Bear, Stearns & Co. Inc., as Underwriter.
4.1 Indenture, dated as of May 1, 1999, between Advanta Revolving
Home Equity Loan Trust 1999-A and Bankers Trust Company of
California, N.A., as Indenture Trustee.
4.2 Trust Agreement, dated as of May 1, 1999, between Advanta
Mortgage Conduit Services, Inc., as Sponsor, and Wilmington
Trust Company, as Owner Trustee, relating to the formation of
Advanta Holding Trust 1999-A.
4.3 Trust Agreement, dated as of May 1, 1999, among Advanta
Mortgage Conduit Services, Inc., as Sponsor, Advanta Holding
Trust 1999-A and Wilmington Trust Company, as Owner Trustee,
relating to the formation of Advanta Revolving Home Equity
Loan Trust 1999-A.
4.4 Sale and Servicing Agreement, dated as of May 1, 1999,
among Advanta Mortgage Conduit Services, Inc., as Sponsor,
Advanta Mortgage Corp. USA, as Master Servicer, Advanta
Holding Trust 1999-A, Advanta Revolving Home Equity Loan
Trust 1999-A, as Issuer, and Bankers Trust Company of
California, N.A., as Indenture Trustee.
4.5 Certificate Guaranty Insurance Policy, dated May 27, 1999,
and issued and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality, dated May
27, 1999.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated
May 27, 1999.
10.1 Purchase Agreement, dated as of May 1, 1999, between Advanta
National Bank and Advanta Finance Corp., as Originators, on
one hand, and Advanta Mortgage Conduit Services, Inc., as
Purchaser, on the other hand.
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10.2 Indemnification Agreement, dated May 27, 1999, among Bear,
Stearns & Co. Inc. and Lehman Brothers Inc., as Underwriters,
and Ambac Assurance Corporation, as Insurer.
10.3 Guaranty to Ambac Assurance Corporation and Bear, Stearns &
Co. Inc., as Representative of the Underwriters, issued by
Advanta Mortgage Holding Company.
10.4 Guaranty to Ambac Assurance Corporation and Advanta Revolving
Home Equity Loan Trust 1999-A, as Issuer, issued by Advanta
Mortgage Holding Company.
23.1 Consent of KPMG LLP regarding financial statements of Ambac
Assurance Corporation and their report.*
* Previously filed on Form 8-K with the Securities and
Exchange Commission on May 26, 1999.