-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N7GJFEDxqxHSWqkTMpo4RxR4DCd88iY1H3S2vNTIww+Sfdq8ORF0J6ni0rEeVhMp c9iV3uhQpTlxhFToS9vYDA== 0001074271-99-000005.txt : 19990403 0001074271-99-000005.hdr.sgml : 19990403 ACCESSION NUMBER: 0001074271-99-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA MORTGAGE LOAN TRUST 1998-3 CENTRAL INDEX KEY: 0001070168 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-52351-01 FILM NUMBER: 99584474 BUSINESS ADDRESS: STREET 1: C/O ADVANTA MORTGAGE CORP STREET 2: 10790 RANCHO BERNARDO ROAD CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6196741800 MAIL ADDRESS: STREET 1: C/O ADVANTA MORTGAGE CORP STREET 2: 10790 RANCHO BERNARDO ROAD CITY: SAN DIEGO STATE: CA ZIP: 92127 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] 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 [NO FEE REQUIRED] For the transition period from________________to_______________. Commission file number '033-61474 ADVANTA Mortgage Loan Trust 1998-3 New York 33-0839210 (State of other jurisdictio (IRS Employer incorporation or organizat Identification No.) c/o Bankers Trust Company 4 Albany Street New York, NY 10015 Registrant's telephone number, including area code: (212) 250-2500 Securities registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered: None None Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicated 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ($ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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 held by non-affiliates of registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of specified date within 60 days prior to the date of filing: $945,130,445.68 Documents Incorporated by Reference: Not Applicable PART 1 ITEM 1 - BUSINESS The ADVANTA Mortgage Loan Trust 1998-3, (the "Trust" or "Issuer") is a New York common law trust established as of September 1, 1998, pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") between ADVANTA Mortgage Conduit Services, Inc. as sponsors (the "Sponsor") and ADVANTA Mortgage Corp. USA as Master Servicer (the "Master Servicer") (together, the "Companies") and Bankers Trust Company, acting thereunder not in its individual capacity but solely as trustee (the "Trustee"). The Issuer's only purpose is the issuance of $1,000,000,000.00 principal amount of ADVANTA Mortgage Loan Asset- Backed Certificates, Series 1998-3, Class A-1, Class A-2, (the "Certificates") and the subordinated residual certificates pursuant to the Pooling and Servicing Agreement. On September 10, 1998, the Sponsor sold $1,000,000,000.00 aggregate principal amount of mortgage loans (the "Mortgage Loans"), to the Issuer in exchange for the Certificates, and sold the Certificates pursuant to a public offering, the underwriting of which was co-managed by Salomon Smith Barney, Lehman Brothers, J.P. Morgan & Co., and Prudential Securities Incorporated. The Mortgage Loans and the distributions thereon, along with certain insurance proceeds, certain proceeds proceeds obtained on foreclosure and any investment income earned thereon, are the only significant assets of the Issuer. The Certificates represent obligations solely of the Issuer. The Certificates were registered under a Registration Statement (file no. 033-61474) on Form S-3 declared effective on March 10, 1998. ITEM 2 - PROPERTIES The Issuer neither owns nor leases any physical properties. ITEM 3 - LEGAL PROCEEDINGS The Master Servicer is not aware of any material pending legal proceedings involving either the Issuer, the Trustee, the Sponsor or the Master Servicer with respect to the Certificates or the Issuer's property. 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 in the Issuer through the solicitation of proxies or otherwise. PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCK- HOLDER MATTERS The Trust is not an issuer of common stock in a corporation, although the Certificates represent equity interest that has voting rights. The equity of the Trust consists of the beneficial or ownership interest therein for which, to the best knowledge of the Master Servicer, there is no established public trading market. As of March 4, 1999, there were approximately 9 holders of the Class A-1 Certificates, and 9 holders of the Class A-2 Certificates. The number of holders includes individual participants in security position listings. As of December 28, 1998, 3 monthly distributions had been made to the holders of the Certificates. ITEM 6 - SELECTED FINANCIAL DATA Not applicable. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATION On September 23, 1998, the Issuer issued $500,000,000.00 aggregate principal amount of Class A-1 Certificates having a floating rate and $500,000,000.00 aggregate principal amount of Class A-2 having a floating rate, which are collateralized by Mortgage Loans. The sale of the Mortgage Loans to the Issuer, the issuance of the Certificates and the simultaneous delivery of the Certificates to the Companies for sale pursuant to a public offering, the underwriting of which was co-managed by Salomon Smith Barney, Lehman Brothers, J.P. Morgan & Co., and Prudential Securities Incorporated has been accounted for as a sale of the Certificates. The value of the Certificates issued by the Issuer equaled the value of the Mortgage Loans conveyed to the Issuer by the Companies, plus funds held in the Prefunding Account (if any) and subsequently used to acquire additional mortgage loans. Accordingly, there was no income, expense, gain or loss resulting from the aforementioned transaction. CAPITAL RESOURCES AND LIQUIDITY The Issuer's primary sources of funds with respect to the Certificates will be receipts of interest on and principal of the Mortgage Loans, along with certain insurance proceeds, certain proceeds obtained on foreclosure and any investment income earned thereon. The respective management's of the Companies believe that the Issuer will have sufficient liquidity and capital resources to pay all amounts on the Certificates as they become due and all other anticipated expenses of the Issuer. The Issuer does not have, nor will it have in the future, any significant source of capital for payment of the Certificates and its operating expenses other than the receipt of interest on and principal of the mortgage loans, certain insurance proceeds and certain proceeds obtained on foreclosure and any payments made by the Certificate Insurer. The Issuer is a limited purpose trust. The Certificates represent obligations solely of the Issuer. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Not applicable. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes of accountants or disagreements on accounting or financial disclosures between the Issuer and its accountants. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Issuer does not have any directors or officers. ITEM 11 - EXECUTIVE COMPENSATION Not applicable.See "Item 10-Directors and Executive Officers of the Registrant". 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 ADVANTA Mortgage Loan Asset-Backed Certificates, Series 1998-3, Class A-1 ("Class A-1 Certificates"), the name and address of each entity owning more than 5% of the outstanding principal amount of the ADVANTA Mortgage Loan Trust Asset-Backed Certificates, Series 1998-3, Class A-2 ("Class A-2 Certificates");(ii) the principal amount of the Class A-1 Certificates or Class A-2 Certificates and (iii) the percent that the principal amount of Class A-1 Certificates of Class A-2 Certificates owned represents of the outstanding principal amount of the Class A-1 Certificates or Class A-2 Certificates, respectively. The information set forth in the table is based upon information obtained by the Issuer from Depository Trust Company. The Master Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates. Amount Owned (All Dollar Amounts are in Thousands) Name and Address Principal Percent Class A-1 Certificates Bankers Trust Company J. Lasher, c/o BT Services Tennessee Inc 648 Grassmere Park Drive Nashville, TN 37211 17.84% Barclays Global Investors, NA Linda Selbach 45 Fremont Street, 33rd Floor San Francisco, CA 94105 10.00% Chase Bank of Texas, NA Barbara Deason PO Box 2558 Houston, TX 77252-2558 12.50% Chase Manhattan Bank Orma Trim, Supervisor 4 New York Plaza, 13th Floor New York, NY 10004 1 36.50% Norwest Bank Minnesota, NA John Kemper 733 Marquette Avenue Minneapolis, MN 55479-0056 12.76% Class A-2 Certificates Bank of New York Diana Karenbauer 925 Patterson Plank Rd Secaucus, NJ 07094 6.90% Bankers Trust Company J. Lasher, c/o BT Services Tennessee 648 Grassmere Park Drive Nashville, TN 37211 5.00% Barclays Global Investors, NA Linda Selbach 45 Fremont Street, 33rd Floor San Francisco, CA 94105 5.00% Chase Manhattan Bank Orma Trim, Supervisor 4 New York Plaza, 13th Floor New York, NY 10004 2 50.80% Merrill Lynch, Pierce Fenner & Smith Veronica O'Neill 4 Corporate Place, Corp Park 287 Piscataway, NJ 08855 7.00% Morgan Stanley & Co, Inc. Launa McAfee One Pierrepont Plaza, 7th Floor Brooklyn, NY 11201 13.74% Norwest Bank Minnesota, NA John Kemper 733 Marquette Avenue Minneapolis, MN 55479-0056 5.10% State Street Bank & Trust J. Callahan, Global Corp Action Dept JAB5W PP Box 1631 Boston, MA 02105-1631 6.00% ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None 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: As the Issuer was established as of September 1, 1998, the Master Servicer was obligated to prepare an Annual Statement to Certificateholders as to Compliance for the year ended December 31, 1998, and mail such statement to the Certificateholders on or before the last day of March, 1999 and Independent Certified Public Accountants were required to prepare an annual report pertaining to the compliance of the Master Servicer with its servicing obligations pursuant to the Pooling and Servicing Agreement on or before the last day of March, 1999. The Annual Statement to Certificate holders as to Compliance is included herewith as Exhibit 28.1 and the Annual Independent Certified Public Accountants' Report is included herewith as Exhibit 28.2. The Statement to Certificateholders on December 28, 1998, is included herewith as Exhibit 28.3. Exhibit No. Description *3.1 Certificates of Incorporation of the Companies *3.2 By-laws of the Companies *4 Pooling and Servicing Agreement 28.1 Annual Statement to Certificateholders as to Compliance for the year ended December 31, 1998. 28.2 Annual Independent Certified Public Accountants' Report. 28.3 Report of Management on Compliance with Minimum Servicing Standards 28.4 Statement to Certificateholders on December 28, 1998. * Incorporated by reference to the Exhibit of the same designation filed with the Issuer's Form S-3 registration statement declared effective March 10, 1998. (b) Reports on Form 8-K. Three reports on Form 8-K have been filed by the Issuer during the period covered by this report. Items Reported/Financial Date of Reports on Form 8-K Statements Filed October 25, 1998Monthly Report for the September 1998 Monthly Period relating to the ADVANTA Mortgage Loan Asset- Backed Certificates 1998-3, Class A-1, and Class A-2 issued by the ADVANTA Mortgage Loan Trust 1998-3. November 25, 199Monthly Report for the October 1998 Monthly Period relating to the ADVANTA Mortgage Loan Asset- Backed Certificates 1998-3, Class A-1, and Class A-2 issued by the ADVANTA Mortgage Loan Trust 1998-3. December 28, 199Monthly Report for the November 1998 Monthly Period relating to the ADVANTA Mortgage Loan Asset- Backed Certificates 1998-3, Class A-1, and Class A-2 issued by the ADVANTA Mortgage Loan Trust 1998-3. (c) See "Item 14(a) (3)-Exhibits". (d) Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 Corp., USA, as Master Servicer and on behalf of ADVANTA Mortgage Loan Trust 1998-3 Registrant BY; /s/ William P. Garland William P. Garland Senior Vice President Loan Service Administration March 31, 1999 INDEX TO EXHIBITS (Item 14(c)) Exhibit # Description *3.1 Certificates of Incorporation of the Companies *3.2 By-laws of the Companies. *4 Pooling and Servicing Agreement 28.1 Annual Statement to Certificateholders as to Compliance for the year ended December 31, 1998. 28.2 Annual Independent Certified Public Account- ants' Report. 28.3 Report of Management on Compliance with Minimum Servicing Standards. 28.4 Statement to Certificateholders on December 28, 1998. * Incorporated by reference to the Exhibit of the same designation filed with the Issuer's Form S-3 registration statement declared effective March 10, 1998. EXHIBIT 28.1 March 24, 1999 Bankers Trust Company(293) Attention: Mark McNeill 3 Park Plaza -- 16th Floor Irvine, CA 92714 RE: Annual Statement as to Compliance Pursuant to that certain Loan Servicing Agreement ("Agreement") dated as of September 1, 1998, relating to ADVANTA Mortgage Loan Trust 1998-3, I, William P. Garland, hereby certify that (I) a review of the activities of the Servicer during the preceding year and the performance under this Agreement has been made under my supervision, and (II) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year. Sincerely, BY; /s/ William P. Garland William P. Garland Senior Vice President Loan Service Administration WPG/cg cc: Mr. James L. Shreero Annette Aguirre, Esq. Mr. Mark Casale
EXHIBIT 28.2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To ADVANTA Mortgage Corp. USA: We have examined management's assertion included in the accompanying Report of Management on Compliance with Minimum Servicing Standards, that Advanta Mortgage Corp. USA, an indirect wholly-owned subsidiary of Advanta Corp., complied with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) and that Advanta Mortgage Corp. USA had in effect fidelity bond coverage in the amount of $15 million and mortgage contingent liability protection coverage in the amount of $5 million per occurrence as of and during the year ended December 31, 1998. As discussed in the accompanying Report of Management on compliance with Minimum Servicing Standards, Management is responsible for Advanta Mortgage Corp. USA's compliance with those minimum servicing standards and maintaining a fidelity bond and errors and omissions policies. Our responsibility is to express an opinion on management's assertion about Advanta Mortgage Corp. USA's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Advanta Mortgage Corp. USA's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Advanta Mortgage Corp. USA's compliance with the minimum servicing standards. In our opinion, management's assertion that Advanta Mortgage Corp. USA complied with the aforementioned minimum servicing standards and that Advanta Mortgage Corp. USA had in effect fidelity bond coverage in the amount of $15 million and mortgage contingent liability protection coverage in the amount of $5 million per occurrence as of and during the year ended December 31, 1998 is fairly stated, in all material respects. BY; /s/ Arthur Andersen LLP Philadelphia, PA January 26, 1999
EXHIBIT 28.3 REPORT OF MANAGEMENT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS As of and during the year ended December 31, 1998, Advanta Mortgage Corp. USA has complied in all material respects with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and during the same period, Advanta Mortgage Corp. USA had in effect fidelity bond coverage in the same amount of $15 million and mortgage contigent liability protection coverage in the amount of $5 million per occurrence. BY; /s/ William P. Garland BY; /s/ James L. Shreero William P. Garland James L. Shreero Senior Vice President Senior Vice President Loan Servicing and Chief Financial Officer Finance and Accounting
EXHIBIT 28.4 ADVANTA Mortgage Loan Trust 1998-3 Statement to Certificateholders
Original Prior Face Principal Class Value Balance Interest Principal Total A-1 500,000,000. 493,140,648. 2,420,70 5,793,260 8,213,964.30 A-2 500,000,000. 492,103,248. 2,447,18 5,725,439 8,172,627.59 RS - Totals 1,000,000,000. 985,243,897. 4,867,89 11,518,699. 16,386,591.89
Current Pass-Through Realized Deferred Principal Rates Class Losses Interest Balance Current Next A-1 487,347,388. 5.355000% 5.917500% A-2 486,377,809. 5.425000% 5.987500% RS 0.000000% 0.000000% Totals 973,725,197.94
Prior Current Principal Principal Class CUSIP Balance Interest Principal Total Balance A-1 00755WGA8 986.281298 4.841408 11.586521 16.427929 974.694777 A-2 00755WGB6 984.206497 4.894377 11.450878 16.345255 972.755619 RS AM980103 0.000000 0.000000 0.000000 0.000000 0.000000
Delinquent Loan Information:
90+ Days Loans Loans 30-59 60-89 excldg f/c,REO in in Days Days & Bkrptcy REO Foreclosure Group 1 Principal Balanc 12,028,576 4,289,98 480,76 3,395,259 % of Pool Balanc 2.42070% 0.86334% 0.09675% 0.00000% 0.68328% Number of Loans 132 44 5 0 39 % of Loans 2.66559% 0.88853% 0.10097% 0.00000% 0.78756% Group 2 Principal Balanc 11,480,788 3,706,40 960,77 2,143,523 % of Pool Balanc 2.33991% 0.75541% 0.19582% 0.00000% 0.43687% Number of Loans 215 63 18 0 32 % of Loans 2.89017% 0.84689% 0.24197% 0.00000% 0.43017% Loans in Bankrup Group 1 859,724.40 Group 2 1,580,611.91 2,440,336.31
General Mortgage Loan Information:
Group I Group II Total Beginning Aggregate Mortgage Loan Balance 501,191,088. 494,969,883. 996,160,972. Prefunding Principal Reduction 4,285,932 4,318,72 8,604,661 Ending Aggregate Mortgage Loan Balance 496,905,155. 490,651,154. 987,556,310. Beginning Aggregate Mortgage Loan Count 4990 7503 12493 Ending Aggregate Mortgage Loan Count 4952 7439 12391 Current Weighted Average Coupon Rate 10.013661% 9.953372% 9.983705% Next Weighted Average Coupon Rate 10.014467% 9.949001% 9.981941%
Mortgage Loan Principal Reduction Information:
Group I Group II Total Scheduled Principal 273,30 802,8 1,076,165 Curtailments Prepayments 3,941,060 3,515,86 7,456,928 Repurchases/Substitutions 71,4 71,4 Liquidation Proceeds Other Principal Less: Realized Losses Less: Delinquent Principal not Advanced by Servicer Total Principal Reduction 4,285,932 4,318,72 8,604,661
Servicer Information:
Group I Group II Total Accrued Servicing Fee for the Current Period 208,82 206,2 415,06 Less: Amounts to Cover Interest Shortfalls 2, 3,0 Less: Delinquent Service Fees 34,1 37,8 72,0 Collected Servicing Fees for Current Period: 174,47 165,4 339,97 Advanced Principal 12,2 44,2 56,5 Advanced Interest 685,60 772,3 1,457,923
Other Subordination Prepayment Unscheduled Increase Applied Realized Loss Unpaid Principal Principal Principal Realized Loss Amortization Realized Loss Class Distributed Distributed Distributed Amount Amount Amount A-1 3,750,41 35,9 A-2 3,706,51 35,5 RS Total 7,456,92 71,5
Has a Senior Prior Supplemental Extra Extra Trigger Event Enhancement Subordinated Interest Principal Principal Occurred Percentage Amount Amount Dist. Amt. Distributed Group I NO N/A 8,050,43 1,507,32 1,507,327 Group II NO N/A 2,866,63 1,406,70 1,406,709 Total 10,917,075 2,914,03 2,914,037 Current Target Subordinated Overcollateralization Amount Amount Group I 9,557,767.37 26,289,224.05 Group II 4,273,345.35 17,750,000.82 Total 13,831,112.72 44,039,224.87
Group I Group II Total Insured Payment 0.00 0.00 0.00 Pool Rolling six month delinquency rate N/A N/A N/A Pool Cumulative 12 months loss ratio - average balance N/A N/A N/A Pool Cumulative 12 months loss ratio - current balance 0.00% 0.00% 0.00% 60+ day Delinquent loans (excluding f/c, reo & bankruptcy) 4,770,755.26 4,667,182.89 9,437,938.15 Book Value of REO loans 0.00 0.00 0.00
TOTAL AVAILABLE FUNDS:
Current Interest Collected: 6,757,858.17 Principal Collected: 8,476,712.98 Insurance Proceeds Received: - Net Liquidation Proceeds: - Delinquency Advances on Mortgage Interest: 1,457,923.88 Delinquency Advances on Mortgage Principal 56,520.00 Substitution Amounts: 71,428.76 Trust Termination Proceeds: - Investment Earnings on Certificate Account: 12,366.47 Capitalized Interest Requirement: - Capitalized Interest Fund Earnings 0.00 Capitalized Interest Account 0.00 Investment Earnings on Pre-Funding Account 0.00 Pre-Funding Account: - Sum of the Above Amounts: 16,832,810.26 LESS: Servicing Fees (including PPIS): 343,034.92 Dealer Reserve: - Trustee Fees: 5,810.93 Insurance Premiums: 97,372.52 Reimbursement of Delinquency Advances/Servicing - Total Reductions to Available Funds Amount: 446,218.37 Total Available Funds: 16,386,591.
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