-----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, B7KTr87DOM6nMY1brqsYONZliyqIuk7vK4aUAebdVhHWTsAj1BH7F0Y1A94b3hXx sEvZkEeNRXPgdPnlP5jjMQ== 0001098755-00-000006.txt : 20000403 0001098755-00-000006.hdr.sgml : 20000403 ACCESSION NUMBER: 0001098755-00-000006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA REVOLVING HOME EQUITY LOAN TRUST 1999-A CENTRAL INDEX KEY: 0001092573 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 232723382 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-77927-01 FILM NUMBER: 591546 BUSINESS ADDRESS: STREET 1: 10790 RANCHO BERNARDO ROAD STREET 2: C/O GENERAL COUNSEL CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 2156574000 MAIL ADDRESS: STREET 1: WELSH & MCKEAN ROAD STREET 2: P O BOX 844 CITY: SPRING HOUSE STATE: PA ZIP: 19477 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, 1999 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 333-377927-01 ADVANTA Revolving Home Equity Loan Trust 1999-A New York 88-0360305 23-2723382 (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: $201,368,357.88 Documents Incorporated by Reference: Not Applicable PART 1 ITEM 1 - BUSINESS The ADVANTA Revolving Home Equity Loan Trust 1999-A, (the "Trust" or "Issuer") is a New York common law trust established as of May 1, 1999, 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 $247,500,000.00 principal amount of ADVANTA Revolving Home Equity Loan Asset Backed Notes, Series 1999-A, Class A (the "Certificates") and the subordinated residual certificates pursuant to the Pooling and Servicing Agreement. On May 1, 1999, the Sponsor sold $247,500,000.00 aggregate principal amount of mortgage loans (the "Mort- gage Loans"), to the Issuer in exchange for the Certificates, and sold the Certificates pursuant to a public offering, the underwriting of which was managed by Bear, Stearns & Co. Inc and Lehman Brothers The Mortgage Loans and the distributions thereon, along with certain insurance proceeds, certain 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. 333- 77927) on Form S-3 declared effective on May 6, 1999. 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, 2000, there were approximately 8 holders of the Class A-1 Certificates. The number of holders includes individual participants in security position listings. As of December 24, 1999, 7 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 May 1, 1999, the Issuer issued $247,500,000.00 aggregate principal amount of Class A-1 Certificates having a variable monthly 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 managed by Bear Stearns & Co. and Lehman Brothers, 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 Home Revolving Home Equity Loan Certificates, Series 1999-A, Class A ("Class A Certificates"), the name and address of each entity owning more than 5% of the outstanding principal amount of the ADVANTA Home Equity Loan Certificates, Series 1999-A, .;(ii) the principal amount of the Class A-1 Certificates and (iii) the percent that the principal amount of Class A-1 Certificates owned represents of the outstanding principal amount of the Class A-1 Certificates. 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 648 Grassmere Park Drive Nashville, TN 37211 10.10% Boston Safe Deposit and Trust Company Constance Holloway c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 21.62% Chase Manhattan Bank Orma Trim Supervisor 4 New York Plaza 13th Floor New York, NY 10004 24.24% Citibank, N.A. Marta Hoosain P O Box 30576 Tampa, FL 33630-3576 10.95% Morgan Stanley & Co. Incorporated Launa McAfee One Pierrepont Plaza, 7th Floor Brooklyn, NY 11201 10.10% Norwest Bank Minnesota, National Association John Kemper 733 Marquette Avenue Minneapolis, MN 55479-0056 20.00% 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 May 1 1999, the Master Servicer was obligated to prepare an Annual Statement to Certificateholders as to Compliance for the year ended December 31, 1999, and mail such statement to the Certificateholders on or before the last day of March, 2000 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, 2000. 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 24, 1999, 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, 1999. 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 24, 1999. * Incorporated by reference to the Exhibit of the same designation filed with the Issuer's Form S-3 registration statement declared effective May 6, 1999. (b) Reports on Form 8-K. 7 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 June 25, 1999 Monthly Report for the May 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. July 26, 1999 Monthly Report for the June 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. August 25, 1999 Monthly Report for the July 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. September 27, 19Monthly Report for the August 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. October 25, 1999Monthly Report for the September 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. November 26, 199Monthly Report for the October 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. December 24, 199Monthly Report for the November 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-A Class A-1, issued by the ADVANTA Home Equity Loan Trust 1999-A. (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 Revolving Home Equity Loan Trust 1999-A Registrant BY; /s/ H. John Berens H. John Berens Senior Vice President Advanta Mortgage March 31, 2000 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, 1999. 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 24, 1999. * Incorporated by reference to the Exhibit of the same designation filed with the Issuer's Form S-3 registration statement declared effective May 6, 1999. EXHIBIT 28.1 March 24, 2000 Bankers Trust Company Attention: Mark McNeill 1761 East St. Andrew Place Santa Ana, CA 92705-4934 RE: Annual Statement as to Compliance Pursuant to that certain Loan Servicing Agreement ("Agreement") dated as of May 1, 1999, relating to ADVANTA Revolving Home Equity Loan Trust 1999-A, I, H. John Berens, 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/ H. John Berens H. John Berens Senior Vice President Advanta Mortgage HJB/lp cc: Mr. James L. Shreero Mary T. Woehr, Esq.
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 errors and omissions coverage in the amount of $5 million per occurrence as of and during the year ended December 31, 1999. Management is responsible for Advanta Mortgage Corp. USA's compliance with minimum servicing standards and for maintaining a fidelity bond and errors and omission policy. 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 conducted 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 errors and omissions coverage in the amount of $5 million per occurrence as of and during the year ended December 31, 1999 is fairly stated, in all material respects. BY; /s/ Arthur Andersen LLP Philadelphia, PA January 21, 2000
EXHIBIT 28.3 REPORT OF MANAGEMENT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS As of and during the year ended December 31, 1999, 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 amount of $15 million and errors and omissions coverage in the amount of $5 million per occurrence. BY; /s/ H. John Berens BY; /s/ James L. Shreero H. John Berens James L. Shreero Senior Vice President Senior Vice President Loan Servicing Officer and Chief Financial Officer
EXHIBIT 28.4 ADVANTA Revolving Home Equity Loan Trust 1999-A Statement to Certificateholders
Original Prior Face Principal Value Balance Interest Principal Total NOTES 247,500,000. 218,004,169. 1,096,31 5,834,802 6,931,121.73 CERTS - Totals 247,500,000. 218,004,169. 1,096,31 5,834,802 6,931,121.73
Current Pass-Through Realized Deferred Principal Rates Class Losses Interest Balance Current Next NOTES 212,169,366. 5.840000% 6.731250% CERTS - Totals 212,169,366.68
Prior Current Principal Principal Class CUSIP Balance Interest Principal Total Balance A 00757CAD0 880.8249279 4.4295707 23.5749615 28.0045322 857.2499664
Delinquent Loan Information:
30-59 60-89 90+ Days Days Days Total Principal Balanc 6,366,42 2,333,64 3,063,393.00 11,763,454. % of Pool Balanc 2.7237% 0.9984% 1.3106% 5.0327% Number of Loans 244 89 108 441 Loans in Bankruptcy 30-59 60-89 90+ Days Days Days Total Principal Balanc 107,8 179,895.00 855,51 % of Pool Balanc 0.0000% 0.0461% 0.0770% 0.3660% Number of Loans 0 4 8 29 Loans in Foreclosure 30-59 60-89 90+ Days Days Days Total Principal Balanc 16,241.00 16,2 % of Pool Balanc 0.00000% 0.00000% 0.0069% 0.0069% Number of Loans 0 0 1 1 Loans in REO 30-59 60-89 90+ Days Days Days Total Principal Balanc - % of Pool Balanc 0.00000% 0.00000% 0.00000% 0.00000% Number of Loans 0 0 0 0 Note Interest Shortfall The Amount of Insured Payment Made This Period Substitution Amounts Loan Reacquisition Price Realized Losses for Current Remittance Period 826,95 Servicing Fees Due for Current Period 99,5 Beginning Pool Balance 238,925,327. Ending Pool Balance 233,738,840. Number of Loans Reacquired to the Sponsor Balance of Loans Reacquired to the Sponsor Overcollateralization Deficit Overcollateralization Reduction Amount Current Overcollateralization Amount 21,569,474. Specified Overcollateralization Amount 26,888,232. Net Funds Cap Carry-Forward Amount
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