<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
Registration Statement No. 333-___________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADVANTA MORTGAGE CONDUIT SERVICES, INC.
(As sponsor of the trusts described herein)
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<TABLE>
<S> <C> <C>
Delaware 10790 Rancho Bernardo Road 23-2723382
(Jurisdiction) San Diego, California 92127 (I.R.S. Employee
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Identification No.)
</TABLE>
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ADVANTA CONDUIT RECEIVABLES, INC.
(As transferor)
<TABLE>
<S> <C> <C>
Nevada 10790 Rancho Bernardo Road 88-0360305
(Jurisdiction) San Diego, California 92127 (I.R.S. Employee
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Identification No.)
</TABLE>
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Elizabeth Mai, Esq.
Welsh & McKean Roads
Spring House, Pennsylvania 19477
(215) 657-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
Christopher J. DiAngelo, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/ 333-52351
If this Form is filed as a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
Being Registered To be Aggregate Price Aggregate Registration
Registered(1) Per Unit(2) Offering Price(1) Fee (3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage Loan Asset-Backed Securities $765,000,000 100% $765,000,000 $212,670
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</TABLE>
(1) This Registration Statement relates to the Registrants' Registration
Statement on Form S-3 (Registration No. 333-52351)(the "Prior
Registration Statement"). In accordance with Rule 462(b) of the
Securities and Exchange Commission's Rules and Regulations under the
Securities Act of 1933, as amended, the amount of securities eligible
to be sold under the Prior Registration Statement ($637,500,000) is
carried forward to this Registration Statement and an additional amount
of securities equal to 20% of such amount ($127,500,000) is registered
hereby.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The filing fee of $35,445 is paid pursuant to this Registration
Statement. The remaining $177,225 of such amount is attributable to the
amount carried forward from the Prior Registration Statement, for which
a filing fee was paid with the Prior Registration Statement.
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IN ACCORDANCE WITH RULE 462(b) OF THE SECURITIES AND EXCHANGE
COMMISSION'S RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT INCORPORATES BY REFERENCE THE REGISTRANTS'
REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-52351) TO WHICH THIS
REGISTRATION STATEMENT RELATES.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Spring House, State of Pennsylvania on May 5,
1999.
ADVANTA MORTGAGE CONDUIT SERVICES, INC.
By: /s/ Michael Coco
------------------------------------
Michael Coco
Vice President
ADVANTA CONDUIT RECEIVABLES INC.
By: /s/ Michael Coco
------------------------------------
Michael Coco
Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael Coco and Susan McVeigh,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for and in his name, place and stead,
in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement and any or all other
documents in connection therewith, and to file the same, with all exhibits
thereto, with the Securities and Exchange Commission, granting unto said
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
might or could be done in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on May 5,
1999 in the capacities indicated.
SIGNATURE CAPACITY
--------- --------
/s/ Walter N. Carter Executive Vice President and Director,
- -------------------- Advanta Mortgage Conduit Services,
Walter N. Carter Inc. and Advanta Conduit
Receivables, Inc.
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/s/ Susan A. McVeigh Vice President and Treasurer, Advanta
- -------------------- Mortgage Conduit Services, Inc. and
Susan A McVeigh Advanta Conduit Receivables, Inc.
/s/ James L. Shreero Senior Vice-President, Advanta Mortgage
- -------------------- Conduit Services, Inc. and Vice
James L. Shreero President, Assistant Treasurer and
Director, Advanta Conduit
Receivables, Inc.
/s/ Michael Muir Chief Credit Officer, Advanta Mortgage
- -------------------- Conduit Services, Inc.
Michael Muir
/s/ Robert Cardwell Assistant Secretary and Associate
- -------------------- General Counsel, Advanta Mortgage
Robert Cardwell Conduit Services, Inc.
/s/ Mark Casale Director, Advanta Conduit Receivables,
- -------------------- Inc.
Mark Casale
/s/ Janice. C. George Director, Advanta Conduit Receivables,
- -------------------- Inc.
Janice C. George
<PAGE> 4
EXHIBIT INDEX
Ex.
No. Description of Document
- --- -----------------------
1.1 Form of Underwriting Agreement (single class) (incorporated by
reference to Exhibit 1.1 to the Registrant's Registration Statement on
Form S-3 (Reg. No. 33-78642)).
1.2 Form of Underwriting Agreement (multi class) (incorporated by reference
to Exhibit 1.2 to the Registrants' Registration Statement on Form S-3
(Reg. No. 33-78642)).
1.3 Form of Purchase Agreement (incorporated by reference to Exhibit 1.3 to
the Registrants' Registration Statement on Form S-3 (Reg. No.
33-78642)).
3.1 Certificate of Incorporation of the Sponsor (incorporated by reference
to Exhibit 3.1 to the Registrants' Registration Statement on Form S-3
(Reg. No. 33-78642)).
3.2 By-Laws of the Sponsor (incorporated by reference to Exhibit 3.2 to the
Registrants' Registration Statement on Form S-3 (Reg. No. 33-78642)).
3.3 Certificate of Incorporation of the Transferor (incorporated by
reference to the Registrants' Registration Statement on Form S-3 (Reg.
No. 333-52351)).
3.4 By-Laws of the Transferor (incorporated by reference to the
Registrants' Registration Statement on Form S-3 (Reg. No. 333-52351)).
4.1 Form of Pooling and Servicing Agreement (senior and subordinated
certificate classes) among the Master Servicer and the Trustee
(incorporated by reference to Exhibit 4.1 to the Registrants'
Registration Statement on Form S-3 (Reg. No. 33-78642)).
4.2 Form of Pooling and Servicing Agreement (single or multi class) (credit
support) among the Sponsor, the Master Servicer and the Trustee
(incorporated by reference to Exhibit 4.2 to the Registrants'
Registration Statement on Form S-3 (Reg. No. 33-78642)).
4.3 Form of Advanta Mortgage Holding Company Guaranty is included in the
Form of Underwriting Agreement (single class) incorporated by reference
as Exhibit 1.1 hereto.
5.1* Opinion of Dewey Ballantine LLP with respect to validity.
8.1* Opinion of Dewey Ballantine LLP with respect to tax matters.
10.1 Form of Special Hazard Insurance Policy (incorporated by reference to
Exhibit 10.1 to the Registrants' Registration Statement on Form S-3
(Reg. No. 33-78642)).
10.2 Form of Letter of Credit (incorporated by reference to Exhibit 10.2 to
the Registrants' Registration Statement on Form S-3 (Reg. No.
33-78642)).
10.3 Form of Bankruptcy Surety Bond (incorporated by reference to Exhibit
10.3 to the Registrants' Registration Statement on Form S-3 (Reg. No.
33-78642)).
10.4 Form of Contribution Agreement between the Sponsor and the Transferor
(incorporated by reference to Exhibit 10.4 to the Registrants'
Registration Statement on Form S-3 (Reg. No. 33-78642)).
24.1* Consents of Dewey Ballantine LLP are included in its opinions filed as
Exhibit 5.1 and 8.1 hereof.
99.1 The registrants hereby incorporate by reference all of the forms of the
Prospectus Supplement previously filed in the registrants' Registration
Statement on Form S-3 (Reg. No. 33-78642).
* Filed herewith.
<PAGE> 1
Exhibit 5.1
May 6, 1999
Advanta Mortgage Conduit
Services, Inc.
10790 Rancho Bernardo Road
San Diego, CA 92127
Advanta Conduit Receivables, Inc.
10790 Rancho Bernardo Road
San Diego, CA 92127
Re: Advanta Mortgage Conduit Services, Inc. and Advanta
Conduit Receivables, Inc., Mortgage Loan Asset-Backed Securities
Ladies and Gentlemen:
We have acted as counsel to Advanta Mortgage Conduit Services, Inc.
(the "Sponsor") and Advanta Conduit Receivables, Inc., (the "Transferor,"
together with the Sponsor, the "Registrants") in connection with the preparation
and filing of the registration statement on Form S-3 (such registration
statement, the "Registration Statement") being filed today with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), in respect of Mortgage Loan Asset-Backed Securities ("Securities") which
the Registrants plan to offer in series, each series to be issued under a
separate pooling and servicing agreement (a "Pooling and Servicing Agreement"),
in substantially one of the forms incorporated by reference as Exhibits to the
Registration Statement, among the Registrants, Advanta Mortgage Corp. USA as
master servicer (the "Master Servicer") and a trustee to be identified in the
prospectus supplement for such series of Securities (the "Trustee" for such
series).
We have made investigations of law and have examined and relied on the
originals or copies certified or otherwise identified to our satisfaction of all
such documents and records of each of the Registrants and such other instruments
and other certificates of public officials, officers and representatives of each
of the Registrants and such other persons, as we have deemed appropriate as a
basis for the opinions expressed below.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction except as to matters that are
governed by Federal law or the laws of the State of New York. All opinions
expressed herein are based on laws, regulations and policy guidelines currently
in force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
1. When, in respect of a series of Securities, a Pooling and Servicing
Agreement has been duly authorized by all necessary action and duly
executed and delivered by each of the Registrants, the Master Servicer
and the Trustee for such series, such Pooling and Servicing Agreement
will be a valid and legally binding obligation of each of the
Registrants; and
2. When a Pooling and Servicing Agreement for a series of Securities
has been duly authorized by all necessary action and duly executed and
delivered by each of the Registrants, the Master Servicer and the
Trustee for such series, and when the Securities of such series have
been duly executed and authenticated in accordance with the provisions
of the Pooling and Servicing Agreement, and issued and sold as
contemplated in the Registration Statement and the prospectus, as
amended or supplemented and delivered pursuant to Section 5 of the Act
in connection therewith, such Securities will be legally and validly
issued,
<PAGE> 2
fully paid and nonassessable, and the holders of such Securities will
be entitled to the benefits of such Pooling and Servicing Agreement.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and the related prospectus under the heading "Legal
Matters."
This opinion is furnished by us as counsel to the Registrants and is
solely for the benefit of the addressees hereof. It may not be relied upon by
any other person or for any other purpose without our prior written consent.
Very truly yours,
/s/ DEWEY BALLANTINE LLP
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Exhibit 8.1
May 6, 1999
Advanta Mortgage Conduit
Services, Inc.
10790 Rancho Bernardo Road
San Diego, CA 92127
Advanta Conduit Receivables Inc.
10790 Rancho Bernardo Road
San Diego, CA 92127
Re: Advanta Mortgage Conduit Services, Inc. and
Advanta Conduit Receivables, Inc., Mortgage Loan
Asset-Backed Securities
Ladies and Gentlemen:
We have acted as counsel to Advanta Mortgage Conduit Services, Inc.
(the "Sponsor") and Advanta Conduit Receivables, Inc. (the "Transferor,"
together with the Sponsor, the "Registrants") in connection with the preparation
and filing of a registration statement on Form S-3 (the "Registration
Statement") being filed today with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of
Mortgage Loan Asset-Backed Securities ("Securities") which the Registrants plan
to offer in series.
Our advice formed the basis for the description of federal income tax
consequences appearing under the heading "Certain Federal Income Tax
Consequences" in the prospectus contained in the Registration Statement. Such
description does not purport to discuss all possible federal income tax
consequences of an investment in Securities, but with respect to those tax
consequences which are discussed in our opinion, the description is accurate.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and related prospectus under the heading "Certain Federal
Income Tax Consequences."
Very truly yours,
/s/ DEWEY BALLANTINE LLP
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