ITEM 1 - BUSINESS
The ADVANTA Home Equity Loan Trust 1997-1, (the "Trust" or "Issuer") is a New York common law trust established as of March 1, 1997, 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 $550,000,000.00 principal amount of ADVANTA Home Equity Loan Pass- Through Certificates, Series 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F and Class B-1A (the "Certificates") and the subordinated residual certificates pursuant to the Pooling and Servicing Agreement. On March 31, 1997, the Sponsor sold $550,000,000.00 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 co-managed by Morgan Stanley & Company, Lehman Brothers, Salomon Brothers, Inc., and Prudential Securities Incorporated. 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
ITEM 2 - PROPERTIES
The Issuer neither owns nor leases any physical properties.
ITEM 3
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
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
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 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, 1998, there were approximately 3 holders of the Class A-1 Certificates, 17 holders of the Class A-2 Certificates, 1 holder of the Class A-3 Certificates, 16 holders of the Class A-4 Certificates, 14 holders of the Class A-5 Certificates, 5 holders of the Class A-6 Certificates, 2 holders of the Class M-1F Certificates, 1 holder of the Class M-1A Certificates, 2 holders of the Class M-2F Certificates, 1 holder of the Class M-2A, 6 holders of the Class B-1F Certificates, and 2 holders of the Class B-1A Certificates. The number of holders includes individual participants in security position listings. As of December 26, 1997, 9 monthly distributions had been made to the holders of the Certificates.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
Not applicable.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATION
On March 31, 1997, the Issuer issued $141,000,000.00 aggregate principal amount of Class A-1 Certificates having pass-through rate of 6.85% per annum, $82,000,000.00 aggregate principal amount of Class A-2 Certificates having pass-through rate of 7.10% per annum, $11,500,000.00 aggregate principal amount of Class A-3 Certificates having pass-through rate of 7.40% per annum, $34,015,000.00 aggregate principal amount of Class A-4 Certificates having pass-through rate of 7.65% per annum, $29,835,000.00 aggregate principal amount of Class A-5 having pass-through rate of 7.35% per annum, $168,000,000.00 aggregate principal amount of Class A-6 Certificates having a variable monthly rate, $10,200,000.00 aggregate principal amount of Class M-1F Certificates having pass-through rate of 7.65% per annum, $22,100,000.00 aggregate principal amount of Class M-2F Certificates having pass-through rate of 7.80% per annum, $9,350,000.00 aggregate principal amount of Class B-1F Certificates having pass-through rate of 8.15% per annum, $12,600,000.00 aggregate principal amount of Class M-1A Certificates having a variable monthly rate, $10,500,000.00 aggregate principal amount of Class M-2A Certificates having a variable monthly rate, $18,900,000 aggregate principal amount of Class B-1A 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 Morgan Stanley & Company, Lehman Brothers, Inc., Prudential Securites Incorporated and Salomon Brothers, 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
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9
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
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Issuer does not have any directors or officers.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
Not applicable.See "Item 10 - Directors and Executive Officers of the Registrant".
ITEM 12
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 Equity Loan Certificates, Series 1997-1, Class A-1 ("Class A-1 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 1997-1, Class A-2 ("Class A-2 Certificates"), the name and address of each entity owning more than 5% of the outstanding amount of the ADVANTA Home Equity Loan Certificates, Series 1997-1, Class A-3 ("Class A-3 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 1997-1, Class A-4 ("Class A-4 Certificates"), the name and address of each entity owning more than 5% of the outstanding amount of the ADVANTA Home Equity Loan Certificates, Series 1997-1, Class A-5 ("Class A-5 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 1997-1, Class A-6 ("Class A-6 Certificates"), the name and address of each entity owning more than 5% of the outstanding amount of the ADVANTA Home Equity Loan Certificates, Series 1997-1, Class M-1F ("Class M-1F 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 1997-1, Class M-2F ("Class M-2F Certificates"), the name and address of each entity owning more than 5% of the outstanding amount of the ADVANTA Home Equity Loan Certificates, Series 1997-1, Class B-1F ("Class B-1F 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 1997-1, Class M-1A ("Class M-1A Certificates"), the name and address of each entity owning more than 5% of the outstanding amount of the ADVANTA Home Equity Loan Certificates, Series 1997-1, Class M-2A ("Class M-2A 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 1997-1, ClassB-1A ("Class B-1A Certificates"); (ii) the principal amount of the Class A-1 Certificates or Class A-2 Certificates or Class A-3 Certificates or Class A-4 Certificates or Class A-5 Certificates or Class A-6 Certificates or Class M-1F Certificates Class M-2F Certificates or Class B-1F Certificates or Class M-1A Certificates or Class M-2A Certificates or Class B-1A Certificates and (iii) the percent that the principal amount of Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class M-1F, Class M-2F Certificates, Class B-1F Certificates, Class M-1A Certificates, Class M-2A Certificates, and Class B-1A Certificates owned represents of the outstanding principal amount of the Class A-1 Certificates or Class A-2 Certificates or Class A-3 Certificates or Class A-4 Certificates or Class A-5 Certificates or Class A-6 Certificates or Class M-1F Certificates or Class M-2F Certificates or Class B-1F Certificates or Class M-1A Certificates or Class M-2A Certificates or Class B-1A 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 Chase Manhattan Bank / Chemical 4 New York Plaza Proxy Department 13th Floor New York, NY 10004 19.86%
DAIWA Securities America Inc. Financial Square 32 Old Slip, 14th Floor New York, NY 10005 17.37%
Merrill Lynch, Pierce, Fenner & Smith Inc. 4 Corporate Place Corporate Park 287 Piscataway, NJ 08855 62.77%
Class A-2 Certificates Bank of New York 925 Patterson Plank Rd. Secausus, NJ 07094 21.31%
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 32.80%
The Bank of New York/Barclays De Zwete Wedd Securities One Wall Street, 4th Floor New York, NY 10286 6.54%
Chase Manhattan Bank / Chemical 4 New York Plaza Proxy Department 13th Floor New York, NY 10004 7.69%
SSB - Custodian Global Corp Action Dept JAB5W P. P. Box 1631 Boston, MA 02105-1631 16.00%
Union Bank of California, N.A Safekeeping Department 475 Sansome Street, 11th Floor San Francisco, CA 94145 8.46%
Class A-3 Certificates Chase Manhattan Bank / Chemical 4 New York Plaza Proxy Department 13th Floor New York, NY 10004 100.00%
Class A-4 Certificates Bank of New York 925 Patterson Plank Rd. Secausus, NJ 07094 13.09%
Commerce Bank of Kansas City, N.A. Investment Management Group 922 Walnut Kansas City, MO 64106 17.35%
SSB - Custodian Global Corp Action Dept JAB5W P. P. Box 1631 Boston, MA 02105-1631 54.58%
Class A-5 Certificates Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 11.57%
Boston Safe Deposit and Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 12.41%
Comerica Bank Cap. Chg. / Proxy 7CBB/MC 3530 Detroit, MI 48275-3530 17.60%
Northern Trust Company
801 S. Canal C-IN Chicago, IL 60607 42.66%
Class A-6 Certificates Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 31.55%
Chase Manhattan Bank 4 New York Plaza 13th Floor New York, NY 10004 5.96%
Citibank, N.A. P. O. Box 30576 Tampa, FL 33630-3576 13.68%
Republic National Bank of New York Inv. Acct. One Hanson Place, Lower Level Brooklyn, NY 11243 26.78%
SSB - Custodian Global Corp Action Dept JAB5W P. P. Box 1631 Boston, MA 02105-1631 22.03%
Class M-1F Certificates Bankers Trust Compnay c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 62.75%
Citibank, N.A. P. O. Box 30576 Tampa, FL 33630-3576 37.25%
Class M-2F Certificates Boston Safe Deposit and Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 50.00%
Citibank, N.A. P. O. Box 30576 Tampa, FL 33630-3576 50.00%
Class B-1F Certificates Bank of New York 925 Patterson Plank Rd. Secausus, NJ 07094 33.43%
Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 7.49%
Investors Bank & Trust / M.F. Custody 200 Clarendon Street 15th Fl Hancock Tower Boston, MA 02116 5.89%
SSB - Custodian Global Corp Action Dept JAB5W P. P. Box 1631 Boston, MA 02105-1631 49.74%
Class M-1A Certificates Bankers Trust Compnay c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 100.00%
Class M-2A Certificates Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 100.00%
Class B-1A Certificates Bank of New York 925 Patterson Plank Rd. Secausus, NJ 07094 52.91%
Chase Manhattan Bank 4 New York Plaza 13th Floor New York, NY 10004 47.09%
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14
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 March 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. Nine 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
April 30, 1997 Monthly Report for the March 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
June 2, 1997 Monthly Report for the April 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
June 26, 1997 Monthly Report for the May 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
July 31, 1997 Monthly Report for the June 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
August 29, 1997 Monthly Report for the July 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
October 3, 1997 Monthly Report for the August 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
October 30, 1997Monthly Report for the September 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
December 1, 1997Monthly Report for the October 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
December 29, 199Monthly Report for the November 1997 Monthly Period relating to the ADVANTA Home Equity Loan Pass-through Certificates 1997-1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1F, Class M-1A, Class M-2F, Class M-2A, Class B-1F, Class B-1A issued by the Advanta Home Equity Loan Trust 1997-1.
(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 1997-1 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,