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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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)
December 23, 1997
Advanta Automobile Receivables Trust 1997-2
(Exact name of registrant as specified in its charter)
United States 333-19733 pending
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
c/o Advanta Auto 19034
Finance Corporation ----------------
Attention: Kevin Shipe (Zip Code)
500 Office Center Drive, Suite 400
Ft. Washington, Pennsylvania
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (215) 444-4200
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(Former name or former address, if changed since last report)
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EXPLANATORY NOTE
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This filing is made to correct the mistaken omission of an exhibit from the
first Form 8-K filing dated as of December 23, 1997 and to correct a
typographical error on the first page of the Form.
The omitted exhibit, Exhibit 8.1 (Opinion of Dewey Ballantine LLP relating to
tax matters), is added under Item 7 (c) and under the Exhibit Index.
The Registrant's telephone phone number on the cover page was mistaken and is
thus replaced with the correct number.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated as of December 17, 1997, among
Advanta Auto Finance Corporation and Prudential Securities Incorporated.
4.1 Indenture, dated as of December 1, 1997, between Advanta
Automobile Receivables Trust 1997-2 and Norwest Bank Minnesota, National
Association, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of December
23, 1997, between Advanta Auto Receivables Corp. I, as Depositor, and Wilmington
Trust Company, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of December 1, 1997,
among Advanta Automobile Receivables Trust 1997-2, as Issuer, Advanta Auto
Finance Corporation, as Master Servicer, Advanta Auto Receivables Corp. I, as
Seller, and Norwest Bank Minnesota, National Association, as Trust Collateral
Agent.
4.4 Note Guaranty Surety Bond, dated as of December 23, 1997 and
delivered by Financial Security Assurance Inc.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated
as of December 23, 1997.
10.1 Purchase Agreement, dated as of December 1, 1997, among
Advanta Auto Finance Corporation, as Seller, and Advanta Auto Receivables Corp.
I, as Purchaser.
10.2 Indemnification Agreement, dated December 23, 1997, among
Financial Security Assurance Inc., Advanta Auto Receivables Corp. I and
Prudential Securities Incorporated.
23.1 Consent of Coopers & Lybrand L.L.P. regarding financial
statements of Financial Security Assurance Inc. and their report.
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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 AUTOMOBILE RECEIVABLES TRUST 1997-2
By: Advanta Auto Finance Corporation, as Master Servicer
By: /s/ David Plante
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Name: David Plante
Title: President
Dated: February 10, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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1.1 Underwriting Agreement, dated as of December 17, 1997, among
Advanta Auto Finance Corporation and Prudential Securities
Incorporated.
4.1 Indenture, dated as of December 1, 1997, between Advanta
Automobile Receivables Trust 1997-1 and Norwest Bank Minnesota,
National Association, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of December 23,
1997, between Advanta Auto Receivables Corp. I, as Depositor,
and Wilmington Trust Company, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of December 1, 1997,
among Advanta Automobile Receivables Trust 1997-2, as Issuer,
Advanta Auto Finance Corporation, as Master Servicer, Advanta
Auto Receivables Corp. I, as Seller, and Norwest Bank
Minnesota, National Association, as Trust Collateral Agent.
4.4 Note Guaranty Surety Bond, dated as of December 23, 1997 and
delivered by Financial Security Assurance Inc.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated as
of December 23, 1997.
10.1 Purchase Agreement, dated as of December 23, 1997, among
Advanta Auto Finance Corporation, as Seller, and Advanta Auto
Receivables Corp. I, as Purchaser.
10.2 Indemnification Agreement, dated December 23, 1997, among
Financial Security Assurance Inc., Advanta Auto Receivables
Corp. I and Prudential Securities Incorporated.
23.1 Consent of Coopers & Lybrand L.L.P. regarding financial
statements of Financial Security Assurance Inc. and their
report.
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EXHIBIT 8.1
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December 23, 1997
TO THE ADDRESSEES LISTED
ON SCHEDULE I HERETO:
Re:Advanta Automobile Receivables Trust 1997-2
Ladies and Gentlemen:
We have acted as special tax counsel to Advanta Auto Finance
Corporation, a Nevada corporation ("Advanta"), Advanta Auto Receivables Corp. I,
a Nevada corporation ("AARC"), and Advanta Auto Receivables Trust 1997-2 (the
"Issuer"), as to certain matters in connection with the issuance of the
$20,000,000 5.85625% Class A-1 Asset Backed Notes and $31,000,000 6.19% Class
A-2 Asset Backed Notes, $29,000,000 6.22% Class A-3 Asset Backed Notes and
$16,192,000 6.26% Class A-4 Asset Backed Notes (the "Notes") which will be
issued pursuant to an Indenture (the "Indenture") dated as of December 1, 1997
between Advanta Auto Receivables Trust 1997-2 and Norwest Bank Minnesota,
National Association, (in that capacity, the "Indenture Trustee") and the
Certificates (the "Certificates") which will be issued pursuant to the Amended
and Restated Trust Agreement dated as of December 23, 1997 (the "Trust
Agreement") among the Issuer and Wilmington Trust Company (the "Owner Trustee").
The Notes and the Certificates are collectively referred to herein as the
"Securities."
As special tax counsel, we have reviewed such documents as we
deemed appropriate for the purposes of rendering the opinions set forth below,
including the following: (i) the Indenture, (ii) the Trust Agreement, and (iii)
a Prospectus dated March 24, 1997 and a Prospectus Supplement dated December 17,
1997 (together, the "Prospectus") with respect to the Notes. Capitalized terms
not otherwise defined herein have their respective meanings as set forth in the
Trust Agreement.
We have examined the question of whether the Notes issued under
the Indenture will be treated as indebtedness for federal income tax purposes.
Our analysis is based on the provisions of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations promulgated thereunder as in effect on the
date hereof and on existing judicial and administrative interpretations thereof.
These authorities are subject to change and to differing interpretations, which
could apply retroactively. The opinion of special tax counsel is not binding on
the courts or the Internal Revenue Service (the "IRS").
In general, whether a transaction constitutes the issuance of
indebtedness for federal income tax purposes is a question of fact, the
resolution of which is based primarily upon the economic substance of the
instruments and the transaction pursuant to which they are issued rather than
the form of the transaction or the manner in which the instruments are labeled.
The IRS and the courts have set forth various factors to be taken into account
in determining whether or not a
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transaction constitutes the issuance of indebtedness for federal income tax
purposes, which we have reviewed as they apply to this transaction.
Based on the foregoing, and such legal and factual investigations
as we have deemed appropriate, we are of the opinion that for federal income tax
purposes:
(1) The Notes will be treated as indebtedness because (i) the
characteristics of the transaction strongly indicates that in economic
substance, the transaction is the issuance of indebtedness, (ii) the form of the
transaction is an issuance of indebtedness; and (iii) the parties have stated
unambiguously their intention to treat the transaction as the issuance of
indebtedness for tax purposes.
(2) The Issuer will not constitute an association (or a publicly
traded partnership) taxable as a corporation.
We express no opinion on any matter not discussed in this letter.
This opinion is rendered as of the Closing Date, for the sole benefit of the
addressees hereof and it may not be relied on by any other party or quoted
without our express consent in writing.
Very truly yours,
/s/ Dewey Ballantine LLP
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SCHEDULE ONE
Advanta Auto Finance Corporation
500 Office Center Drive, Suite 400
Fort Washington, PA 19034
Advanta Auto Receivables Corp. I
1325 Airmotive Way, Suite 130
Reno, Nevada 89502
Advanta Automobile Receivables Trust 1997-2
c/o Wilmington Trust Company,
as Owner Trustee
Rodney Square North
Wilmington, Delaware 19890-0001
Prudential Securities Incorporated
Asset Backed Finance Group
One New York Plaza, 17th Floor
New York, NY 10292-2017
Norwest Bank Minnesota, National Association
as Indenture Trustee and
Trust Collateral Agent
Trust Services
Sixth Street and Marquette Avenue
Minneapolis, MN 55479-0070
Moody's Investors Service
99 Church Street
New York, New York 10007
Standard & Poor's Rating Group
25 Broadway
New York, New York 10004
Financial Security Assurance Inc.
350 Park Avenue
13th Floor
New York, New York 10022
