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, 1998
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 333-52351
ADVANTA Home Equity Loan Trust 1998-B
New York "not yet available"
(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:
$101,361,592.88
Documents Incorporated by Reference: Not Applicable
PART 1
ITEM 1 - BUSINESS
The ADVANTA Home Equity Loan Trust 1998-B, (the "Trust" or
"Issuer") is a New York common law trust established as of September 1,
1998, 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
$107,500,000.00 principal amount of ADVANTA Revolving Home Equity Loan
Asset Backed Notes, Series 1998-B, Class A (the "Certificates")
and the subordinated residual certificates pursuant to the Pooling
and Servicing Agreement. On September 1, 1998, the Sponsor sold
$107,500,000.00 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. 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. 333-52351) on Form S-3 declared effective on May 11, 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, 1999, there were approximately 4 holders of the Class A-1
Certificates and 1 holder of the Class A-2 Certificates. The number of
holders includes individual participants in security position listings. As of
December 28, 1998, 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, 1998, the Issuer issued $67,500,000.00 aggregate
principal amount of Class A-1 Certificates having a variable monthly rate,
and $40,000,000.00 aggregated principal amount of Class A-2 Certificates
having a pass-thru interest rate of 6.55% 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 Bear, Stearns & Co. Inc.,
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
Home Equity Loan Certificates, Series 1998-B, 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
1998-B, Class B ("Class B Certificates"); the principal amount of the Class
A-1 Certificates and Class A-2 Certificates, and (iii) the percent that the
principal amount of Class A-1 Certificates or
Class A-2 Certificates owned represents of the outstanding principal amount
of the Class A-1 Certificates or Class A-2 Certificates, respectively.
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 44.44%
Chase Manhattan Bank/Solomon
Raymond Stancil
4 New York Plaza - 21st Floor
New York, NY 10004 18.52%
Northern Trust Company
Jarvis Mckee
801 S. Canal C-IN
Chicago, IL 60607 14.81%
Republic Natl Bank of NY Investment
Anthony Pla'
One Hanson Place, Lower Level
Brooklyn, NY 11243 22.22%
Class A-2 Certificates
Boston Safe Deposit & Trust Co.
C. Holloway, c/o Mellon Bank NA
Three Mellon Bank Ctr, Rm 153-3015
Pittsburgh, PA 15259 100.00%
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 September 1,
1998, the Master Servicer was obligated to prepare an Annual Statement to
Certificateholders as to Compliance for the year ended December 31, 1998,
and mail such statement to the Certificateholders on or before the last day
of March, 1999 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, 1999. 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 28, 1998, 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, 1998.
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 26, 1998.
* Incorporated by reference to the Exhibit of the same designation filed with
the Issuer's Form S-3 registration statement declared effective May 11
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, 1998Monthly Report for the September 1998 Monthly
Period relating to the ADVANTA Home Equity
Loan Pass-through Certificates 1998-B, Class
A-1, issued by the ADVANTA Home Equity
Loan Trust 1998-B.
November 25, 199Monthly Report for the October 1998 Monthly
Period relating to the ADVANTA Home Equity
Loan Pass-through Certificates 1998-B, Class
A-1, issued by the ADVANTA Home Equity
Loan Trust 1998-B.
December 28, 199Monthly Report for the November 1998 Monthly
Period relating to the ADVANTA Home Equity
Loan Pass-through Certificates 1998-B, Class
A-1, issued by the ADVANTA Home Equity
Loan Trust 1998-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 Home Equity Loan Trust 1998-B
Registrant
BY; /s/ William P. Garland
William P. Garland
Senior Vice President
Loan Service Administration
March 31, 1999
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,
1998.
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 28,
1998.
* Incorporated by reference to the Exhibit of the same designation filed with
the Issuer's Form S-3 registration statement declared effective May 11,
1998
<TABLE>
EXHIBIT 28.1
<S>
March 24, 1999
Bankers Trust Company
Attention: Mark McNeill
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
September 1, 1998, relating to ADVANTA Home Equity Loan Trust 1998-B, 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
Mary T. Woehr, 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 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 mortgage contingent liability protection coverage in the amount of $5 million per
occurrence as of and during the year ended December 31, 1998. As discussed
in the accompanying Report of Management on Compliance with Minimum Servicing
Standards, Management is responsible for Advanta Mortgage Corp. USA's compliance
with those minimum servicing standards and for maintaining a fidelity bond and errors
and omissions policies. 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 made in accordance with attestation standards established
by the American Institute of 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 $5 million per occurrence as of and during the year
ended December 31, 1998 is fairly stated, in all material respects.
BY; /s/ Arthur Andersen LLP
Philadelphia, PA
January 26, 1999
<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, 1998, 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 mortgage contingent liability protection
coverage in the amount of $5 million per occurrence.
BY; /s/ William P. Garland BY; /s/ James L. Shreero
William P. Garland James L. Shreero
Senior Vice President Senior Vice President
Loan Servicing and Chief Financial
Officer
Finance and Accounting
<S>
</TABLE>
<TABLE>
EXHIBIT 28.4
ADVANTA Revolving Home Equity Loan Trust 1998-B
Statement to Certificateholders
<CAPTION>
Original Prior
Face Principal
Class Value Balance Interest Principal Total
<S> <C> <C> <C> <C> <C>
A-1 67,500,000 65,982,750 321,9 638,37 960,292.30
A-2 40,000,000 39,322,828 214,6 415,27 629,907.69
Totals 107,500,000. 105,305,578. 536,5 1,053,645 1,590,199.99
</TABLE>
<TABLE>
<CAPTION>
Current Pass-Through
Realized Deferred Principal Rates
Class Losses Interest Balance Current Next
<S> <C> <C> <C> <C> <C>
A-1 65,344,375 5.322340% 5.904380%
A-2 38,907,558 6.550000% 6.550000%
Totals 104,251,933.32
</TABLE>
<TABLE>
<CAPTION>
Prior Current
Principal Principal
Class CUSIP Balance Interest Principal Total Balance
<S> <C> <C> <C> <C> <C> <C>
A-1 007950AT5 977.522224 4.769147 9.457406 14.2 968.064818
A-2 007950AU2 983.070717 5.365928 10.381764 15.7 972.688953
</TABLE>
<TABLE>
Delinquent Loan Information:
<CAPTION>
90+ Days Loans Loans
HELOC MORTGAGE LOAN 30-59 60-89 excldg f/c,REO in in
Days Days & Bkrptcy Bankruptcy REO
<S> <C> <C> <C> <C> <C>
Principal Balanc 882,2 67,2 238,88
% of Pool Balanc 0.8061% 0.0615% 0.2183% 0.0000% 0.0000%
Number of Loans 26 4 2 0 0
90+ Days Loans Loans
HLTV MORTGAGE LOAN 30-59 60-89 excldg f/c,REO in in
Days Days & Bkrptcy Bankruptcy REO
<S> <C> <C> <C> <C> <C>
Principal Balanc 80,3 44,2
% of Pool Balanc 0.0734% 0.0000% 0.0000% 0.0404% 0.0000%
Number of Loans 3 0 0 1 0
<S> <C> <C> <C>
Servicing Fee Due and Payable for Period: 28,5
Insurance Premiums Due for Period: 18,4
Indenture Trustee Fee Due for Period: 1,3
Owner Trustee Fee Due for Period:
Class A-1 Net Funds Cap Carry-Forward Amount:
Unpaid Class A-1 Note Interest Shortfall Amount:
Unpaid Class A-2 Note Interest Shortfall Amount:
The Amount of Insured Payment Made this Period:
Total Substitution Amount
Total Loan Purchase Price Amount
Book Value or REO Properties:
The Step-Down Amount:
HELOC Overcollateralization Amount: 1,377,601
HLTV Overcollateralization Amount: 2,410,040
HELOC Accelerated Principal Payment:
HLTV Accelerated Principal Payment: 415,27
HELOC Overcollateralization Deficit:
HLTV Overcollateralization Deficit:
HELOC Overcollateralization Reduction Amount:
HLTV Overcollateralization Reduction Amount:
HELOC Beginning Pool Balance: 68,490,754.
HLTV Beginning Pool Balance 41,775,027.
HELOC Ending Pool Balance 67,852,379.
HLTV Ending Pool Balance 41,584,574.
<S> <S> <C> <C> <C>
</TABLE>
