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.
<TABLE>
EXHIBIT 28.1
<S>
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.
<S>
</TABLE>
<TABLE>
EXHIBIT 28.2
<S>
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
<S>
</TABLE>
<TABLE>
EXHIBIT 28.3
<S>
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
<S>
</TABLE>
<TABLE>
EXHIBIT 28.4
ADVANTA Revolving Home Equity Loan Trust 1999-A
Statement to Certificateholders
<CAPTION>
Original Prior
Face Principal
Value Balance Interest Principal Total
<S> <C> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
Current Pass-Through
Realized Deferred Principal Rates
Class Losses Interest Balance Current Next
<S> <C> <C> <C> <C> <C>
NOTES 212,169,366. 5.840000% 6.731250%
CERTS -
Totals 212,169,366.68
</TABLE>
<TABLE>
<CAPTION>
Prior Current
Principal Principal
Class CUSIP Balance Interest Principal Total Balance
<S> <C> <C> <C> <C> <C> <C>
A 00757CAD0 880.8249279 4.4295707 23.5749615 28.0045322 857.2499664
</TABLE>
<TABLE>
Delinquent Loan Information:
<CAPTION>
30-59 60-89 90+
Days Days Days Total
<S> <C> <C> <C> <C>
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
<CAPTION>
30-59 60-89 90+
Days Days Days Total
<C> <C> <C> <C>
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
<CAPTION>
30-59 60-89 90+
Days Days Days Total
<C> <C> <C> <C>
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
<CAPTION>
30-59 60-89 90+
Days Days Days Total
<C> <C> <C> <C>
Principal Balanc -
% of Pool Balanc 0.00000% 0.00000% 0.00000% 0.00000%
Number of Loans 0 0 0 0
<S> <C> <C> <C>
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
</TABLE>
