-----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, NFnQ/AGYJIKDuVLorZPRaOdhUfAUnJusGJ8MPJehRYGivKOFX8xOWZHXV9JrSKm6 mLdmIZlW3zp5W+6Hn1cIVQ== 0001095226-00-000015.txt : 20000404 0001095226-00-000015.hdr.sgml : 20000404 ACCESSION NUMBER: 0001095226-00-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA REVOLVING HOME EQUITY LOAN TRUST 1999 B CENTRAL INDEX KEY: 0001095226 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 880360305 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-75295-02 FILM NUMBER: 591904 BUSINESS ADDRESS: STREET 1: ATTN: GENERAL COUNSEL STREET 2: 10790 RANCHO BERNARDO ROAD CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 2156574000 MAIL ADDRESS: STREET 1: ATTN: GENERAL COUNSEL 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, 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 333-75295-02 ADVANTA Revolving Home Equity Loan Trust 1999-B New York 88-0360305 (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: $257,486,946.71 Documents Incorporated by Reference: Not Applicable PART 1 ITEM 1 - BUSINESS The ADVANTA Revolving Home Equity Loan Trust 1999-B, (the "Trust" or "Issuer") is a New York common law trust established as of September 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 $275,000,000.00 principal amount of ADVANTA Revolving Home Equity Loan Asset Backed Notes, Series 1999-B, Note Certificate and the subordinated residual certificates pursuant to the Pooling and Servicing Agreement. On September 1, 1999, the Sponsor sold $275,000,000.00 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 Morgan Stanley Dean Witter and Banc of America Securities LLC 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- 75295) on Form S-3 declared effective on Septeber 1, 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, 2000, there were approximately 11 holders of the Note Certificates. The number of holders includes individual participants in security position listings. As of December 24, 1999, 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 1, 1999, the Issuer issued $275,000,000.00 aggregate principal amount of Note 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 co-managed by Morgan Stanley Dean Witter and Banc of America Securities LLC., 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-B, Note Certificate (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-B, .;(ii) the principal amount of the Note Certificates and (iii) the percent that the principal amount of Note Certificates owned represents of the outstanding principal amount of the Note 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 Note Certificates The Bank of New York Cecile Lamarco 925 Patterson Plank Rd Secaucus, NJ 07094 9.18% Chase Manhattan Bank Orma Trim Supervisor 4 New York Plaza 13th Floor New York, NY 10004 22.69% Firstar Bank, N.A. Carolyn Holt 425 Walnut Street Location CN-WM-06CT Cincinnati, OH 45201 32.73% Investors Fiduciary Trust Company/SSB Joseph Callahan 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 12.98% Norwest Bank Minnesota, National Association John Kemper 733 Marquette Avenue Minneapolis, MN 55479-0056 14.55% 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 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 September 1, 1998 (b) Reports on Form 8-K. 3 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, 1999Monthly Report for the September 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-B, Note Certificate, issued by the ADVANTA Revolving Home Equity Loan Trust 1999-B. November 26, 199Monthly Report for the October 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-B, Note Certificate, issued by the ADVANTA Revolving Home Equity Loan Trust 1999-B. December 24, 199Monthly Report for the November 1999 Monthly Period relating to the ADVANTA Revolving Home Equity Loan Pass-through Certificates 1999-B, Note Certificate, issued by the ADVANTA Revolving Home Equity Loan Trust 1999-B. (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-B 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 September 1, 1998. 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 September 1, 1999, relating to ADVANTA Revolving Home Equity Loan Trust 1999-B, 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-B Statement to Certificateholders Distribution in Dollars - Current Period
Prior Original Principal Total Realized Class Face Value Balance Interest Principal Distribution Losses Notes 275,000,000. 268,510,599. 1,378,05 3,507,463 4,885,51 Certs Totals 275,000,000. 268,510,599. 1,378,05 3,507,463 4,885,51
Current Deferred Principal Class Interest Balance Notes 265,003,135.77 Certs - Totals 265,003,135.77
Interest Accrual Detail Current Period Factor Information per $1,000 of Original Face
Orig. Principal Prior Period Period (with Notional) Principal Class Starting Ending Method Cusip Balance Balance Notes 11/26/99 12/26/99 A-Act/360 00759OAVO 275,000,000. 976.402 Certs -
Current Total Principal Class Interest Principal Distribution Balance Notes 5.0 12.7 17.7 963.647766 Certs -
Distribution in Dollars - To Date
Original Unscheduled Scheduled Total Total Class Face Value Interest Principal Principal Principal Distribution Notes 275,000,000. 3,965,41 9,996,864 9,996,86 13,962,281. Certs Totals 275,000,000. 3,965,41 9,996,864 9,996,86 13,962,281.
Current Realized Deferred Principal Class Losses Interest Balance Notes 265,003,135.77 Certs - Totals 265,003,135.77
Interest Detail
Pass Prior Principal Non- Prior Unscheduled Through (with Notional) Accrued Supported Unpaid Interest Class Rate Balance Interest Interest SF Interest Adjustments Notes 5.96000% 268,510,599. 1,378,05 Certs Totals 268,510,599. 1,378,05
Paid or Current Optimal Deferred Unpaid Class Interest Interest Interest Notes 1,378,05 1,378,05 - Certs - Totals 1,378,05 1,378,05 -
Collection Account Report
Summary Total Principal Collections 2,605,146 Principal Withdrawals Principal Other Accounts TOTAL NET PRINCIPAL 2,605,146 Interest Collects 2,052,814 Interest Withdrawals Interest Fees (196,04 Interest Other Accounts 423,60 TOTAL INTEREST 2,280,373 TOTAL AVAILABLE TO BONDHOLDERS 4,885,519
Principal - Collections Total Principal Received 2,605,146 Repurchases/Substitutions Liquidations Insurance Principal Realized Losses TOTAL PRINCIPAL COLLECTED 2,605,146
Collection Account Report
Principal - Withdrawals Total SPACE INTENTIONALLY LEFT BLANK
Principal - Other Accounts Total Prefunded Termination Amt Other Principal TOTAL OTHER ACCOUNTS PRINCIPAL
Interest - Collections Total Interest Received 2,052,814 Repurchases/Substitutions Liquidations Insurance Interest Other Additional Interest Interest Realized Losses TOTAL INTEREST COLLECTED 2,052,814
Collection Account Report
Interest - Withdrawals Total Insurer Reimbursement Amounts Reimburse Indenture And Owner Trustee Expenses Reimburse to Servicer Nonrecoverable Advances TOTAL INTEREST WITHDRAWALS
Interest - Other Accounts Total Capitalized Interest Requirement 209,85 Pre-Funding Interest Earnings 213,74 Collection Account Interest Earnings TOTAL OTHER ACCOUNT INTEREST 423,60
Interest - Fees Total Servicing Fees 133,87 Indenture Trustee Fees 3,5 Owner Trustee Fees Certificate Insurer Premiums 58,1 TOTAL INTEREST FEES 196,04
Credit Enhancement Report
Accounts Total SPACE INTENTIONALLY LEFT BLANK
Insurance Total SPACE INTENTIONALLY LEFT BLANK
Structural Features Total Specified Overcollateralization Amount 34,736,842.11 Current Overcollateralization Amount 19,713,624.22 Overcollateralization Deficit Overcollateralization Reduction Amount
Delinquency Report - Total
Current 1 Payment 2 Payments 3+ Payments Total DELINQUENT Balance 3,220,72 789,45 708,0 4,718,220 % Balance 1.51% 0.37% 0.33% 2.21% # Loans 127 30 28 185 % # Loans 0.00% 0.00% 0.00% 0.00% FORECLOSURE Balance 38,7 38,7 % Balance 0.00% 0.00% 0.00% 0.02% 0.02% # Loans 1 1 % # Loans 0.00% 0.00% 0.00% 0.00% 0.00% BANKRUPTCY Balance 49,2 15,0 52,8 40,0 157,09 % Balance 0.02% 0.01% 0.02% 0.02% 0.07% # Loans 3 7 % # Loans 0.00% 0.00% 0.00% 0.00% 0.00% REO Balance % Balance 0.00% 0.00% 0.00% 0.00% 0.00% # Loans % # Loans 0.00% 0.00% 0.00% 0.00% 0.00% TOTAL Balance 49,2 3,235,72 842,25 786,7 4,914,064 % Balance 0.02% 1.52% 0.39% 0.37% 2.30% # Loans % # Loans 0.00% 0.00% 0.00% 0.00% 0.00% Note: Current=0-29 days, 1 payment=30-59 days, 2 payments=60-89 days, 3+payments=90+
Triggers, Adj. Rate Cert. And Miscellaneous Report
Trigger Events Total Overcollateralization Trigger Event Occurred? No
Adjustable Rate Certificate Information Total Current LIBOR 5.590000% Next LIBOR 5.590000% Next Notes Pass Through Rate 5.960000% Net Funds Cap Rate 11.472329% Net Funds Cap Carry-Forward Amount
Additional Information Adjustable Fixed Total SPACE INTENTIONALLY LEFT BLANK
Other Related Information
Additional Information Total POOL INFORMATION Beginning Pool & Prefunded Balance 286,282,880. Total Principal Received (2,605,146 Draws 1,039,026 Ending Pool & Prefunded Balance 284,716,759. PREFUNDING INFORMATION Beginning Prefunding Balance 105,273,487. Prefunding Withdrawals (9,639,679 Prefunding Termination Ending Prefunding Amount 72,084,713. Interest Earned On Prefunding Account Beginning Capitalized Interest Balance 1,256,726 Capitalized Interest Requirement 209,85 Capitalized Interest Termination Ending Capitalized Interest Account 1,046,868
-----END PRIVACY-ENHANCED MESSAGE-----