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, 1997
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 33-99510
ADVANTA Revolving Home Equity Loan Trust 1996-A
New York 33-99510-03
(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:
$34,307,490.84
Documents Incorporated by Reference: Not Applicable
PART 1
ITEM 1 - BUSINESS
The ADVANTA Revolving Home Equity Loan Trust 1996-A, (the "Trust" or
"Issuer") is a New York common law trust established as of November 1,
1996, 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
$50,000,000.00 principal amount of ADVANTA Home Equity Loan Pass-
Through Certificates, Series 1996-A, Class A (the "Cert-
ificates") and the subordinated residual certificates pursuant to the Pooling
and Servicing Agreement. On November 22, 1996, the Sponsor sold
$50,000,000.00 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 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. 33-99510)
on Form S-3 declared effective on September 6, 1996.
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 July 7, 1998, there were approximately 3 holders of the Class A-1
Certificates. The number of holders includes individual participants in
security position listings. As of December 25, 1997, 12 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 November 22, 1996, the Issuer issued $50,000,000.00 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 co-managed by
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 1996-A, Class A ("Class A
("Class A Certificates"), (ii) the principal amount of the Class A
Certificates and (iii) the percent that the prinicpal amount of Class A-1
Certificates owned represents of the outstanding principal amoun 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 Certificates
Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211 30.00%
LBI - Lehman Government Securities Inc.
101 Hudson Street, 31st Floor
Jersey City, NJ 07302 60.00%
NBD Municipal Bond Department
Attn: Securities Dept.
611 Woodward Avenue
Detroit, MI 48226 10.00%
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 December 1,
1997, the Master Servicer was obligated to prepare an Annual Statement to
Certificateholders as to Compliance for the year ended December 31, 1997,
and mail such statement to the Certificateholders on or before the last day
of March, 1998 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, 1998. 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 26, 1997, 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, 1997.
28.2 Annual Independent Certified Public
Accountants' Report.
28.3 Statement to Certificateholders on
December 26, 1997.
* Incorporated by reference to the Exhibit of the same designation filed with
the Issuer's Form S-3 registration statement declared effective September
6, 1996.
(b) Reports on Form 8-K.
12 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 24, 1998 Monthly Report for the December 1996 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the January 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the February 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the March 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the April 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the May 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the June 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the July 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the August 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the September 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the October 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class A.
June 24, 1998 Monthly Report for the November 1997 Monthly
Period relating to the ADVANTA Revolving Home
Equity Loan Pass-through Certificates 1996-A,
Class 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 1996-A
Registrant
BY; /s/ William P. Garland
William P. Garland
Senior Vice President
Loan Service Administration
March 31, 1998
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,
1997.
28.2 Annual Independent Certified Public Account-
ants' Report.
28.3 Statement to Certificateholders on December 26,
1997.
* Incorporated by reference to the Exhibit of the same designation filed with
the Issuer's Form S-3 registration statement declared effective September 6,
1996
<TABLE>
EXHIBIT 28.1
<S>
March 31, 1998
Bankers Trust Company(293)
Attention: Erin Deegan
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
November 1, 1996, relating to ADVANTA Revolving Home Equity Loan Trust 1996-A, 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
<S>
</TABLE>
<TABLE>
EXHIBIT 28.2
<S>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ADVANTA Mortgage Corp. USA:
We have examined management's assertion about Advanta Mortgage Corp. USA's compliance
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 $2 million as of and for
the year ended December 31, 1997 included in the accompanying management assertion.
Management is responsible for Advanta Mortgage Corp. USA's compliance with those
minimum servicing standards and for maintaining fidelity bond and mortgage contingent
liability protection coverage policies. Our responsibility is to express an opinion on
management's assertion about the entity's compliance with the minimum servicing standards
and maintenance of fidelity bond and mortgage contingent liability protection coverage policies
based on our examination.
Our examination was made in accordance with 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 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 $2 million as of and for the year ended December 31, 1997
is fairly stated, in all material respects.
BY; /s/ Arthur Andersen LLP
Philadelphia, PA
March 20, 1998
<S>
</TABLE>
<TABLE>
EXHIBIT 28.3
ADVANTA Revolving Home Equity Loan Trust 1996-A
Statement to Certificateholders
<CAPTION>
Original Prior
Face Principal
Class Value Balance Interest Principal Total
<S> <C> <C> <C> <C> <C>
A 50,000,000 46,501,685 236,9 4,884,439 5,121,394.53
Totals 50,000,000 46,501,685 236,9 4,884,439 5,121,394.53
</TABLE>
<TABLE>
<CAPTION>
Current Pass-Through
Realized Deferred Principal Rates
Class Losses Interest Balance Current Next
<S> <C> <C> <C> <C> <C>
A 41,617,245 5.917500% 6.230000%
Totals 41,617,245.91
</TABLE>
<TABLE>
<CAPTION>
Prior Current
Principal Principal
Class CUSIP Balance Interest Principal Total Balance
<S> <C> <C> <C> <C> <C> <C>
A 00757CAA6 930.033706 4.739103 97.688788 102.42 832.344918
</TABLE>
<TABLE>
Delinquent Loan Information:
<CAPTION>
90+ Days Loans Loans
30-59 60-89 excldg f/c,REO in in
Days Days & Bkrptcy REO Foreclosure
<S> <C> <C> <C> <C> <C>
Group 1 Principal Balanc 1,998,83 1,009,74 1,381,985 49,7
% of Pool Balanc 4.16800% 2.10550% 2.88170% 0.10370% 0.00000%
Number of Loans 66 32 49 1 0
Loans in Bankrup Group 1 -
<S> <C> <C> <C>
Book Value of REO Property
Servicing Fee Due and Payable for Period: 20,6
Unpaid Class A Certificate Interest Shortfall
Insured Payments:
Substitution Amount:
Scheduled Principal Balance of Loans as of the Prior Distribution Date: 49,441,999.
Scheduled Principal Balance of Loans as of the Current Distribution Date: 47,957,009.
Certificate Insurer Premium Payment 8,5
Pre-funded amount applied to the Class A Certificate Principal Distribution Amount
Weighted Average Coupon as of the Current Distribution Date: 11.783000%
Weighted Average Net Coupon as of the Current Distribution Date: 11.283000%
Non-Scheduled Principal Included in the Current Distribution: 4,884,439
Pre-Funding Account:
Beginning Account Balance:
Withdrawals Relating to Subsequent Loans:
Withdrawals Relating to Pre-Funding Period Termination:
Ending Account Balance:
Interest Earnings Deposited to the Certificate Account
Capitalized Interest Account:
Beginning Account Balance:
Deposit of Interest Earnings:
Additional Deposit From Depositor:
Withdrawal of Capitalized Interest Requirement:
Withdrawal of Overfunded Interest Amounts per 7.04(e):
Withdrawal of Amounts Required to be Deposited in Revolving Account:
Ending Account Balance:
Revolving Account:
Beginning Account Balance: 3,000,000
Interest Earnings: 12,5
Deposit of Principal Collections: 1,729,738
Deposit of Excess Interest Amounts: 142,16
Withdrawal of AMTS Relating to Pre-Funding:
Withdrawal of AMTS Relating to Revolving Feature:
Withdrawal of Amounts in Excess of Required Balance: (4,884,439
Ending Account Balance:
</TABLE>
<TABLE>
Realized Losses Tracking:
<CAPTION>
Realized Recovered Recovered Total
Losses Delinquency Servicing
Advances Advances
<S> <C> <C> <C> <C> <C>
Prior
Current
Cumulative
Percentage of Average Pool Principal Balance 0% 0% 0% 0%
Percentage of Maximum Collateral Amount 0% 0% 0% 0%
<S> <C> <C> <C>
<S> <S> <C> <C> <C>
Remaining Pre-Funded Account:
Overcollateralization Deficit:
Aggregate Principal Balance of Subsequent Loans for the Related Remittance Period:
Accelerated Principal Payment:
Net Funds Cap Forward Amount:
Step-Down Amount:
Originator's Interest: 2,940,314
Non-Subordinated Originator's Interest
</TABLE>
