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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 333-81788
ADVANTA BUSINESS RECEIVABLES CORP, AS TRANSFEROR
on behalf of
ADVANTA BUSINESS CARD MASTER TRUST
(Exact name of registrant as specified in its charter)
Nevada 23-2852207
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
639 Isbell Road, Suite 390, Reno, Nevada 89509
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (775) 823-3080
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
The registrant has no voting stock or class of common stock outstanding as of
the date of this report.
Indicate 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 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|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes | | No |X|
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.: Not Applicable.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.: Not Applicable.
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TABLE OF CONTENTS
Page
----
PART I........................................................................................................ 4
Item 1. Business.................................................................................... 4
Item 2. Properties.................................................................................. 4
Item 3. Legal Proceedings........................................................................... 4
Item 4. Submission of Matters to a Vote of Security Holders......................................... 4
PART II....................................................................................................... 5
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters....................... 5
Item 6. Selected Financial Data..................................................................... 5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 5
Item 7A. Quantitive and Qualitative Disclosures About Market Risk.................................... 5
Item 8. Financial Statements and Supplementary Data................................................. 5
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........ 5
PART III...................................................................................................... 5
Item 10. Directors and Executive Officers of the Registrant.......................................... 5
Item 11. Executive Compensation...................................................................... 5
Item 12. Security Ownership of Certain Beneficial Owners and Management.............................. 5
Item 13. Certain Relationships and Related Transactions.............................................. 6
Item 14. Controls and Procedures..................................................................... 6
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................ 6
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PART I
ITEM 1. BUSINESS.
The Advanta Business Card Master Trust (the "Trust") was organized by
Advanta Business Receivables Corp. (the "Transferor"), pursuant to the Trust
Agreement (the "Trust Agreement") dated as of August 1, 2000, between the
Transferor and Wilmington Trust Company as owner trustee (the "Owner Trustee").
Pursuant to the Receivables Purchase Agreement dated as of August 1, 2000,
between Advanta Bank Corp. ("ABC") as seller and the Transferor as purchaser,
ABC transferred all of its rights, title and interest in, to and under certain
credit card receivables arising from time to time in designated accounts (the
"Receivables") to the Transferor. The Transferor, in turn, transferred all of
its rights, title and interest in, to and under the Receivables to the Trust,
pursuant to the Transfer and Servicing Agreement dated as of August 1, 2000 (the
"Transfer and Servicing Agreement"), among the Transferor, ABC as servicer (the
"Servicer") and the Trust. Under the Transfer and Servicing Agreement, the
Servicer has agreed to service and administer the Receivables as agent for the
Transferor and the Trust. The Trust and Bankers Trust Company as indenture
trustee (the "Indenture Trustee") entered into a master indenture (the "Master
Indenture") dated as of August 1, 2000. The Master Indenture is supplemented by
various series supplements providing for the issuance of notes, in varying
series. Publicly registered and outstanding notes existing as of December 31,
2002 are the following: Series 2000-B Asset-Backed Notes, Class A, Class B and
Class C; Series 2000-C Asset-Backed Notes, Class A, Class B and Class C; Series
2001-A Asset-Backed Notes, Class A, Class B and Class C; and Series 2002-A
Asset-Backed Notes, Class A, Class B and Class C (these publicly registered
notes are collectively referred to as the "Notes"). The Notes represent
interests in the Trust only and do not represent interests in or obligations of
the Transferor, ABC, Advanta Corp. or any affiliate thereof.
The Registrant has prepared this Form 10-K in reliance upon various
no-action letters issued by the Securities and Exchange Commission (the
"Commission") to other trusts which are substantially similar to the Trust.
Items designated herein as "Not Applicable" have been omitted as a result of
this reliance.
ITEM 2. PROPERTIES.
The Trust's assets consist primarily of a pool of receivables in a
portfolio of business revolving credit card accounts originated or acquired by
ABC.
ITEM 3. LEGAL PROCEEDINGS.
The Transferor is not aware of any material pending litigation involving
the Trust, the Owner Trustee, the Indenture Trustee, the Transferor or ABC with
respect to the Notes or the property or activities of the Trust. The Transferor
is aware that the Servicer is a party to various legal proceedings resulting
from the ordinary business activities relating to its current and discontinued
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No vote or consent of holders of any Notes was solicited for any purpose
during the year ended December 31, 2002.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Each class of Notes is represented by a single Note of such class
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC").
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Not Applicable.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Each class of Notes is represented by a single Note registered in the
name of Cede & Co., the nominee of DTC, and an investor holding a beneficial
interest in a Note is not entitled to receive a note representing such interest
except in certain limited circumstances. Accordingly, Cede & Co. is the sole
holder of record of the Notes, which it holds on behalf of brokers, dealers,
banks and other direct participants in the DTC system. Such direct participants
may hold Notes for their own accounts or for the accounts of their customers.
The name and address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
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(b) Not Applicable.
(c) Not Applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have not been, and there are not currently proposed, any transaction
or series of transactions, to which the Trust, the Transferor, the Servicer, or
the Owner Trustee on behalf of the Trust, is a party with any holder of a Note
who owns of record or beneficially more than five percent of the Notes.
ITEM 14. CONTROLS AND PROCEDURES.
Not Applicable.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements: Not Applicable.
2. Financial Statement Schedules: Not Applicable.
3. 99.1 Annual Accountant's Reports dated September 27, 2002
99.2 Annual Servicer's Certificate dated September 18, 2002
99.3 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(b) The following reports on Form 8-K were filed by the Registrant during
fiscal year 2002, including "Item 7. Financial Statements, Pro Forma Financial
Information, and Exhibits":
Date of Report
--------------
January 22, 2002
February 20, 2002
March 20, 2002
April 23, 2002
May 20, 2002
June 20, 2002
July 22, 2002
August 20, 2002
September 20, 2002
October 21, 2002
November 20, 2002
December 20, 2002
(c) See Item 15(a)(3).
(d) Not Applicable.
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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 BUSINESS CARD MASTER TRUST
By: Advanta Bank Corp., as attorney in fact
By: /s/ Michael Coco
-----------------------------------
Name: Michael Coco
Title: Vice President
Dated: March 31, 2003
ADVANTA BUSINESS RECEIVABLES CORP.
By: /s/ Mark Shapiro
-----------------------------------
Name: Mark Shapiro
Title: Vice President and Assistant Treasurer
Dated: March 31, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Jeffrey D. Beck
-----------------------------------------------
Jeffrey D. Beck
President, Director
(Principal Executive Officer)
Dated: March 31, 2003
/s/ Michael Coco
-----------------------------------------------
Michael Coco
Vice President, Director
(Principal Financial Officer and
Principal Accounting Officer)
Dated: March 31, 2003
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/s/ Mark Shapiro
-----------------------------------------------
Mark Shapiro
Vice President and Assistant Treasurer, Director
Dated: March 31, 2003
/s/ Janice C. George
-----------------------------------------------
Janice C. George
Director
Dated: March 31, 2003
/s/ Francis B. Jacobs, II
-----------------------------------------------
Francis B. Jacobs, II
Director
Dated: March 31, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION MANNER OF FILING
- ------- ----------- ----------------
99.1 Annual Accountant's Reports *
dated September 27, 2002
99.2 Annual Servicer's Certificate *
dated September 18, 2002
99.3 Certification Pursuant to Section *
302 of the Sarbanes-Oxley Act of
2002
* Filed electronically herewith.
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