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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) October 8, 1999
Advanta Conduit Receivables, Inc., as Sponsor
on behalf of Advanta Revolving Home Equity Loan Trust 1999-B
(Exact name of registrant as specified in its charter)
Delaware 333-75295-02 88-0360305
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
Advanta Conduit Receivables, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-75295 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 (Zip Code)
executive offices)
Registrant's Telephone Number,
including area code: (619) 674-1800
(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 Conduit Receivables, Inc. (the "Registrant" or the
"Sponsor") registered an issuance of $1,699,051,007.20 in principal amount of
Advanta Revolving Home Equity Loan Asset Backed Notes 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. 333-75295) (the
"Registration Statement").
Pursuant to the Registration Statement, the Sponsor formed
Advanta Revolving Home Equity Loan Trust 1999-B (the "Trust") which issued
$275,000,000 in aggregate principal amount of its Revolving Home Equity Loan
Asset Backed Notes (the "Notes"), on September 28, 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 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 September 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-B.
The primary assets of the Trust are pool of adjustable-rate
home equity revolving credit line loans (the "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 August 10, 1999, the
Preliminary Prospectus Supplement dated September 15, 1999 filed pursuant to
Rule 424(b)(3) of the Act with the Commission and the Prospectus Supplement
dated September 21, 1999 filed pursuant to Rule 424(b)(2) 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 September 21, 1999, between
the Sponsor and Morgan Stanley & Co. Incorporated, as Representative of the
Underwriters.
4.1 Indenture, dated as of September 1, 1999, between Advanta
Revolving Home Equity Loan Trust 1999-B and Bankers Trust Company of California,
N.A., as Indenture Trustee.
4.2 Trust Agreement, dated as of September 1, 1999, between
the Sponsor, and Wilmington Trust Company, as Owner Trustee, relating to the
formation of Advanta Holding Trust 1999-B.
4.3 Trust Agreement, dated as of September 1, 1999, among the
Sponsor, Advanta Holding Trust 1999-B and Wilmington Trust Company, as Owner
Trustee, relating to the formation of Advanta Revolving Home Equity Loan Trust
1999-B.
4.4 Sale and Servicing Agreement, dated as of September 1,
1999, among the Sponsor, Advanta Mortgage Corp. USA, as Master Servicer, Advanta
Holding Trust 1999-B, Advanta Revolving Home Equity Loan Trust 1999-B, as
Issuer, and Bankers Trust Company of California, N.A., as Indenture Trustee.
4.5 Certificate Guaranty Insurance Policy, dated September 28,
1999, and issued and delivered by Ambac Assurance Corporation.
5.1 Opinion of Dewey Ballantine LLP regarding legality, dated
September 28, 1999.*
8.1 Opinion of Dewey Ballantine LLP regarding tax matters,
dated September 28, 1999.*
10.1 Purchase Agreement, dated as of September 1, 1999,
between Advanta National Bank and Advanta Finance Corp., as Originators, on one
hand, and Advanta Conduit Receivables, Inc., as Purchaser, on the other hand.
10.2 Indemnification Agreement, dated September 28, 1999,
among Morgan Stanley & Co. Incorporated and Banc of America Securities LLC, as
Underwriters, and Ambac Assurance Corporation, as Insurer.
10.3 Guaranty to Ambac Assurance Corporation and Morgan
Stanley & Co. Incorporated, 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-B, as Issuer, issued by Advanta Mortgage
Holding Company.
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23.1 Consent of KPMG LLP regarding financial statements of
Ambac Assurance Corporation and their report.*
23.2 Consent of Arthur Andersen LLP.*
* Previously filed on Form 8-K 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 hereunto duly authorized.
ADVANTA REVOLVING HOME EQUITY LOAN TRUST 1999-B
By: Advanta Conduit Receivables, 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: October 8, 1999
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EXHIBIT INDEX
Exhibit No. Description
1.1 Underwriting Agreement, dated September 21, 1999, between the
Sponsor, as Originators, and Morgan Stanley & Co.
Incorporated, as Representative of the Underwriters.
4.1 Indenture, dated as of September 1, 1999, between Advanta
Revolving Home Equity Loan Trust 1999-B and Bankers Trust
Company of California, N.A., as Indenture Trustee.
4.2 Trust Agreement, dated as of September 1, 1999, between the
Sponsor, and Wilmington Trust Company, as Owner Trustee,
relating to the formation of Advanta Holding Trust 1999-B.
4.3 Trust Agreement, dated as of September 1, 1999, among the
Sponsor, Advanta Holding Trust 1999-B and Wilmington Trust
Company, as Owner Trustee, relating to the formation of
Advanta Revolving Home Equity Loan Trust 1999-B.
4.4 Sale and Servicing Agreement, dated as of September 1, 1999,
among the Sponsor, Advanta Mortgage Corp. USA, as Master
Servicer, Advanta Holding Trust 1999-B, Advanta Revolving Home
Equity Loan Trust 1999-B, as Issuer, and Bankers Trust Company
of California, N.A., as Indenture Trustee.
4.5 Certificate Guaranty Insurance Policy, dated September 28,
1999, and issued and delivered by Ambac Assurance Corporation.
10.1 Purchase Agreement, dated as of September 1, 1999, between
Advanta National Bank and Advanta Finance Corp., as
Originators, on one hand, and Advanta Conduit Receivables,
Inc., as Purchaser, on the other hand.
10.2 Indemnification Agreement, dated September 28, 1999, among
Morgan Stanley & Co. Incorporated and Banc of America
Securities LLC, as Underwriters, and Ambac Assurance
Corporation, as Insurer.
10.3 Guaranty to Ambac Assurance Corporation and Morgan Stanley &
Co. Incorporated, 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-B, as Issuer, issued by Advanta
Mortgage Holding Company.