<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, VIA THE EDGAR SYSTEM, ON
AUGUST 24, 1995
REGISTRATION NO. 33-61555
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ADVANTA CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 23-1462070
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
BRANDYWINE CORPORATE CENTER
650 NAAMANS ROAD
CLAYMONT, DELAWARE 19703
(302) 791-4400
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICE)
---------------------
GENE S. SCHNEYER, ESQ.
ADVANTA CORP.
FIVE HORSHAM BUSINESS CENTER
300 WELSH ROAD
P.O. BOX 749
HORSHAM, PENNSYLVANIA 19044-0749
(215) 657-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
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 statement number of the earlier
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
---------------------
THE PROSPECTUS CONSTITUTING PART OF THIS REGISTRATION STATEMENT ALSO
CONSTITUTES PART OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3, FILE NO.
33-58660 (FILED FEBRUARY 23, 1993 AND WHICH COVERS $1,500,000 OF UNSOLD
SECURITIES).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED AUGUST , 1995
$26,500,000 PRINCIPAL AMOUNT
[Advanta Corp. LOGO]
REDIRESERVE SUBORDINATED CERTIFICATES ($1,000 MIN.)
91 DAY SUBORDINATED NOTES
SIX, EIGHTEEN AND THIRTY MONTH SUBORDINATED NOTES
ONE, TWO, THREE, FOUR, FIVE, SEVEN AND TEN YEAR SUBORDINATED NOTES
------------------------
The Securities offered hereby are subordinated debt securities of Advanta
Corp. (the "Company") consisting of RediReserve Subordinated Certificates (the
"RediReserve Certificates" or the "Certificates") and Subordinated Notes (the
"Notes," and together with the Certificates, the "Securities"). The Securities
are subordinated to certain "Senior Debt" (the amount of which may fluctuate
throughout the year, and $675 million of which is outstanding as of the date of
this Prospectus).
RediReserve Certificates are redeemable at the demand of the holder. The
Notes are subject to automatic extension at maturity unless either the Company
requests redemption at least seven days prior to maturity or the holder elects
redemption, in writing, within seven days after maturity. For information on the
terms of such extensions, including the interest rate to be paid during any
extended term, see "Description of Securities -- Provisions Relating to Notes."
The Securities will be uncertificated and evidenced by book-entry and a
statement issued to each purchaser.
A tabular summary of the terms of the Securities offered hereby appears at
page 6.
The Company is not subject to state or federal regulations applicable to
banks and savings and loan associations, including, among other things,
regulations regarding the maintenance of reserves and the quality or condition
of its assets. The Securities offered hereby represent unsecured obligations of
the Company and are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or any other governmental or private entity. SEE "RISK
FACTORS" ON PAGE 7.
The Securities are being offered by the Company directly without an
underwriter or selling agent. The Securities are being offered on a continuous
basis without an expected termination date. See "Plan of Distribution." The
terms of the offering or the Securities may be modified prospectively at any
time. Certain terms of outstanding RediReserve Certificates may be modified. See
"Description of Securities." There is no assurance that all or any portion of
the offered Securities will be sold. It is not expected that there will be a
trading market for any of the Securities. The Company reserves the right to
reject any subscription in whole or in part.
The Securities being offered will not be listed on a securities exchange and
the Company does not expect that any active trading market in the Securities
will develop or be sustained.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT REGISTERED UNDER THE PENNSYLVANIA
SECURITIES ACT OF 1972. FOR SALES IN PENNSYLVANIA, THE COMPANY IS RELYING UPON
AN EXEMPTION FROM THAT ACT'S REGISTRATION REQUIREMENTS WHICH IS AVAILABLE FOR
THE OFFER AND SALE OF SECURITIES SENIOR TO SECURITIES OF THE SAME ISSUER WHICH
SECURITIES SATISFY THE MARGIN REQUIREMENTS OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM UNDER REGULATION T.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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UNDERWRITING PROCEEDS
PRICE TO COMMISSIONS TO THE
PUBLIC(1) AND DISCOUNTS COMPANY
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Security................................ 100% None 100%(2)
Total....................................... $26,500,000 None $26,500,000(2)
</TABLE>
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(1) RediReserve Certificates will be issued in payment of interest due on
RediReserve Certificates.
(2) Before deducting expenses estimated at $43,000.00.
THE DATE OF THIS PROSPECTUS IS AUGUST , 1995.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................ 2
Incorporation of Certain Information
by Reference....................... 2
Summary of the Offering.............. 4
The Company........................ 4
Securities Offered................. 4
Modification, Termination or
Extension of Offering........... 4
Trustee............................ 4
Highlights of Terms of Securities
Offered......................... 6
Risk Factors......................... 7
<CAPTION>
PAGE
----
<S> <C>
Ratio of Earnings to Fixed Charges... 8
Plan of Distribution................. 8
Use of Proceeds...................... 8
Description of Securities............ 8
General............................ 8
Provisions Relating to RediReserve
Certificates.................... 9
Provisions Relating to Notes....... 10
Provisions Relating to All
Securities...................... 12
Legal Opinion........................ 15
Experts.............................. 15
</TABLE>
NO COMPANY EMPLOYEE, BROKER-DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY ORAL INFORMATION OR TO MAKE ANY ORAL REPRESENTATION OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES OR TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS TRUE AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Seven World Trade Center, 13th Floor, New York, N.Y.
10048; and, Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may also be obtained at
prescribed rates from the Public Reference Section of the Commission at the
address of the Commission set forth above.
The Company has filed with the Commission registration statements (herein,
together with all amendments and exhibits thereto, collectively referred to as
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Securities offered hereby. The
Registration Statement and the descriptions of documents contained herein are
complete in material respects. However, this Prospectus does not contain all of
the information set forth in the Registration Statement. For further information
with respect to the Company and the Securities offered hereby, reference is made
to the Registration Statement. Statements contained herein concerning any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference. Copies of
all or any part of the Registration Statement, including exhibits thereto, may
be obtained, upon payment of the prescribed fees, at the offices of the
Commission as set forth above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
As required by the Commission, the Company hereby incorporates by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
2
<PAGE> 4
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, and June 30, 1995; and
3. The Company's Current Reports on Form 8-K dated January 24, April 19,
July 12, July 20, August 3, and August 15, 1995.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a Post-Effective
Amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such document. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY
DOCUMENT INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENT
WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENT). REQUESTS
FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO: INVESTOR RELATIONS, ADVANTA CORP.,
FIVE HORSHAM BUSINESS CENTER, P.O. BOX 749, HORSHAM, PENNSYLVANIA 19044-0749,
TELEPHONE (215) 784-5335.
3
<PAGE> 5
SUMMARY OF THE OFFERING
The following information is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus.
THE COMPANY
The Company is a highly focused direct marketer of select consumer
financial services. The Company primarily originates and services credit cards
and mortgage loans. Other businesses include small ticket equipment leases,
credit insurance and deposit products nationwide. At June 30, 1994, assets under
management totalled approximately $10.6 billion.
The Company was incorporated in Delaware in 1974 as Teachers Service
Organization, Inc., the successor to a business originally founded in 1951. In
January 1988, the Company's name was changed from TSO Financial Corp. to Advanta
Corp. The Company's principal executive office is located at Brandywine
Corporate Center, 650 Naamans Road, Claymont, Delaware 19703. Its principal
operating offices are located at Five Horsham Business Center, 300 Welsh Road,
Horsham, Pennsylvania 19044. The Company's telephone numbers at its principal
executive and operating offices are, respectively, (302) 791-4400 and (215)
657-4000.
SECURITIES OFFERED
This offering relates to $26,500,000 in principal amount of the following
Securities of the Company: RediReserve Subordinated Certificates ("RediReserve
Certificates" or "Certificates") and Subordinated Notes ("Notes"). The
RediReserve Certificates are payable on the demand of the holder. The Notes have
maturities of 91 days, six months, one year, 18 months, two years, 30 months,
and three, four, five, seven and ten years after the date of issue. The
Securities are subordinated to "Senior Debt" as defined, $675 million of which
is outstanding as of the date of this Prospectus. The Securities are not
insured, guaranteed or secured by any lien on assets of the Company and there
are no sinking fund provisions.
In lieu of paying interest by check, additional RediReserve Certificates
will be issued in payment of interest due on RediReserve Certificates. Interest
on RediReserve Certificates will only be paid in such manner, except that upon
redemption by a holder of all RediReserve Certificates held by such holder, any
accrued interest will be paid by check. Further, subject to the limitations
described under "Redemption at Holder's Election" and "Redemption by Draft,"
holders may access by draft all funds held in the form of RediReserve
Certificates.
No interest will be paid on RediReserve Certificates for any day during
which the principal balance is below $1,000.
A tabular summary of the terms of the Securities appears on page 6.
MODIFICATION, TERMINATION OR EXTENSION OF OFFERING
The Company reserves the right to modify at any time the terms of the
offering or the Securities as set forth on the cover page of this Prospectus.
Any such modification will apply only to Securities offered after the date of
such modification, except as described under "Description of Securities --
General." From time to time, the aggregate amount of debt securities offered for
sale by the Company may be increased.
TRUSTEE
The Securities are to be issued under the terms of a Trust Indenture
between the Company and CoreStates Bank, N.A. (formerly, The Philadelphia
National Bank), as Trustee.
Mellon Bank Corporation ("Mellon") has signed a definitive agreement to
purchase the corporate trust business of CoreStates Bank, N.A., ("CoreStates")
upon satisfaction of certain conditions
4
<PAGE> 6
precedent set forth in the agreement. The actual purchase will not occur until a
future date to be established by Mellon and CoreStates. The Indenture (as
defined herein) provides that any corporation to which the Trustee sells its
corporate trust business will automatically become the successor Trustee without
any further action. It is expected that upon consummation of the sale of the
corporate trust business of CoreStates to Mellon pursuant to the agreement
described above, Mellon will become successor trustee under the Indenture.
5
<PAGE> 7
HIGHLIGHTS OF TERMS OF SECURITIES OFFERED
<TABLE>
<CAPTION>
REDIRESERVE
CERTIFICATES
<S> <C>
----------------------------------------------------------------------------------------------------------
Denomination of Initial Minimum initial purchase: $1,000 or any amount in excess thereof; additional
Purchase and Additional purchases in any amount.
Purchases
----------------------------------------------------------------------------------------------------------
Annual Interest Interest rate on all outstanding Certificates may vary from week to week.
The rate will be set each week by the Company, to be at least the average
rate on Thirteen Week U.S. Treasury Bills over the preceding eight weeks,
less one percent. No interest will be paid for any day on which the
principal balance in account is below the minimum balance (currently
$1,000).
----------------------------------------------------------------------------------------------------------
Payment of Interest Quarterly, on March 31, June 30, September 30 and December 31, accrued
interest is added to the principal in each account in the form of additional
RediReserve Certificates. No checks will be issued in payment of interest.
----------------------------------------------------------------------------------------------------------
Redemption by Holder Redeemable by holder upon oral or written demand, or by draft. Redemptions
must be at least $250 except for redemptions to close an account.
----------------------------------------------------------------------------------------------------------
Redemption by Company Redeemable on 30 days' notice.
----------------------------------------------------------------------------------------------------------
Form Book-entry and non-negotiable.
(A statement will be issued, not a promissory note).
----------------------------------------------------------------------------------------------------------
Automatic Extension Not applicable (no fixed maturity).
<CAPTION>
91 DAY; SIX, EIGHTEEN AND THIRTY
SEVEN AND TEN YEAR SUBORDINATED NOTES
<S> <C>
----------------------------------------------------------------------------------------------------------
Denomination of Initial Minimum purchase: $5,000 or other amount as
Purchase and Additional specified by Company.
Purchases
----------------------------------------------------------------------------------------------------------
Annual Interest Fixed by the Company based on market conditions and
the Company's financial requirements. Once deter-
mined, the rate on each Note remains fixed until
its maturity, but may change if the Note is
extended.
----------------------------------------------------------------------------------------------------------
Payment of Interest On 91 day and six month Subordinated Notes,
interest is compounded daily and paid at maturity.
On all other Subordinated Notes, at the election of
the holder, interest is compounded daily and paid
at maturity or may be paid monthly, quarterly,
semi-annually or annually.
----------------------------------------------------------------------------------------------------------
Redemption by Holder May be redeemed by the original holder after total
permanent disability, or by his estate after death,
at the principal amount plus accrued interest.
Otherwise, no right of the holder to cause
redemption prior to maturity. For a statement of
the terms on which the Company, in its sole
discretion, may repurchase Subordinated Notes, see
"Description of Securities -- Provisions Relating
to Notes."
----------------------------------------------------------------------------------------------------------
Redemption by Company Not redeemable until maturity.
----------------------------------------------------------------------------------------------------------
Form Book-entry and non-negotiable.
(A statement will be issued, not a promissory
note).
----------------------------------------------------------------------------------------------------------
Automatic Extension If the Company does not request redemption at least
seven days prior to maturity or if not redeemed by
holder within seven days after its maturity date,
then a Note with a principal amount of $2,500 or
more is extended automatically for a period equal
to the original term. Notes are extended at the
rate being offered on newly-issued Notes of like
tenor, term and denomination at their respective
maturity dates. If similar Notes are not then being
offered, absent instructions from the Noteholder
selecting a Note with a term currently being
offered, the maturing Note will be redeemed.
</TABLE>
--------------------------------------------------------------------------------
The Securities are unsecured subordinated obligations of the Company. The
Company is not subject to state or federal regulation applicable to banks and
savings and loan associations with regard to insurance, the maintenance of
reserves, or the quality or condition of its assets or other matters. It is not
expected that there will be a trading market for the Subordinated Notes (See
"Liquidity" at page 12). The Securities are not insured or guaranteed by
Colonial National Bank USA or Advanta National Bank or any other public or
private entity.
6
<PAGE> 8
RISK FACTORS
Investors in the Securities offered hereby should consider the following
factors:
Absence of Insurance and Guarantees. The Securities are not insured by any
governmental or other entity, such as the FDIC, as are bank, savings and loan or
credit union accounts, and they are not guaranteed by any public or private
entity. In these respects, the Company is similar to most other commercial
enterprises (including bank holding companies) which sell debt securities to
public investors, but is dissimilar to most banking or savings institutions.
Limited Availability of Bank and Insurance Company Assets; Impact on
Liquidity. Banking regulations limit the amount of dividends that a bank may
pay. Further, because of regulatory considerations, Colonial National Bank USA
and Advanta National Bank (the "Banks"), which are subsidiaries of the Company,
do not intend to make loans to the Company. In addition, Arizona insurance
regulations restrict the amount of dividends which an insurance company may
distribute without the prior consent of the Director of Insurance.
The limited availability to the Company of dividends from its subsidiaries
impacts the Company's liquidity. While the Company was paid substantial
dividends by its subsidiaries in 1994 and such dividends are expected to remain
significant, for the reasons described above, dividends from the Banks and the
Company's insurance subsidiaries are not expected, for the foreseeable future,
to be the Company's major source of liquidity in satisfying its obligations to
creditors or in providing a source of dividend payments to stockholders. At June
30, 1995, approximately $67 million were available from the Company's
subsidiaries for the payment of dividends and other distributions to the Company
without prior regulatory approval.
Risks Associated with Maintaining Portfolios of Credit Card Receivables and
Mortgage Loans. There are certain risks associated with maintaining portfolios
of credit card receivables and mortgage loans. The primary risks involve the
possibility of future economic downturns causing an increase in credit losses,
and interest rate fluctuations. These risks are inherent to every lender. The
Company believes its credit loss experience is generally comparable to industry
averages. With respect to interest rate fluctuations, the Company pursues a
disciplined interest rate risk management, which includes computer simulations
of various scenarios, that it believes will enable it to readily adjust to most
market variations.
Regulation. The banking and finance businesses in general are the subject
of extensive regulation at both the state and federal levels. Numerous
legislative and regulatory proposals are advanced each year which, if adopted,
could adversely affect the Company's profitability or the manner in which the
Company conducts its activities. In addition, the outcome of pending litigation
against other credit card issuers concerning the legality of certain credit card
fees and charges may adversely impact the Company's business.
Competition. As a marketer of credit products, the Company faces intense
competition from numerous providers of financial services. Although the Company
believes it is generally competitive, there can be no assurance that its ability
to market its services successfully or to obtain adequate yields on its loans
will not be impacted by the nature of the competition that now exists or may
develop.
Limited Events of Default; Absence of Provisions Relating to Highly
Leveraged Transactions or a Change in Control. The Indenture contains only
limited events of default other than defaults in the timely payment of principal
or interest. See "Description of Securities -- Provisions Relating to All
Securities -- Events of Default." The Indenture contains no covenants or other
provisions to afford protection to holders of Securities in the event of a
highly leveraged transaction or a change in the control of the Company.
7
<PAGE> 9
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
the Company for the periods indicated:
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------- ----------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges....... 2.34 2.84 2.71 2.52 1.81 1.36 1.20
</TABLE>
PLAN OF DISTRIBUTION
The Securities will be sold by the Company directly without an underwriter
or selling agent. The Securities will be sold by employees of the Company who,
pursuant to Rule 3a4-1(a) promulgated under the Exchange Act, are deemed not to
be brokers. In accordance with certain provisions of the Rule, such employees
are not compensated by commission, are not associated with any broker or dealer
and limit their activities so that, among other things, they do not engage in
oral solicitations of, and comply with certain specified limitations when
responding to inquiries from, potential purchasers.
The Company may vary the terms and conditions of the offer by state,
locality or as otherwise described under "Description of
Securities -- Provisions Relating to All Securities -- Additional Interest" and
"-- Variations in Terms and Conditions" in this Prospectus. Further, the Company
may offer different securities at different times depending on such factors as
the Company's liquidity requirements, the interest rate environment and other
economic conditions.
USE OF PROCEEDS
The net proceeds to the Company from the sale of Securities will be used
for general corporate purposes, including the purchase of assets from,
investments in and extensions of credit to, subsidiaries and affiliates of the
Company which will use the proceeds for general corporate purposes; and,
possibly, for financing future acquisitions by the Company, including without
limitation, acquisitions of credit card, mortgage and equipment lease
portfolios. At the date hereof, no specific proposed acquisitions have been
identified as probable. Proceeds may also be used to invest in income-producing
securities and other assets. The amount of Securities offered from time to time
and the precise amounts and timing of the applications of such proceeds will
depend upon funding requirements of the Company and its subsidiaries and
affiliates.
In view of its anticipated requirements, the Company expects to engage on a
recurring basis in additional private or public financing of a character and
amount to be determined as the need arises.
DESCRIPTION OF SECURITIES
GENERAL
This offering relates to the Company's RediReserve Subordinated
Certificates ("RediReserve Certificates"), and Subordinated Notes ("Notes"). The
Notes have maturities of 91 days, six months, one year, eighteen months, two
years, thirty months, or three, four, five, seven or ten years after their
respective dates of issue. The "Securities" (which term includes Notes and
RediReserve Certificates) are to be issued under an Indenture dated April 22,
1981 (the "Indenture") between the Company and CoreStates Bank, N.A. (formerly,
The Philadelphia National Bank), a national banking association, as trustee. A
copy of the Indenture is filed as an exhibit to the Registration Statement of
which this Prospectus is a part. The following statements are brief summaries of
certain provisions of the Indenture, and are subject to the detailed provisions
of the Indenture, to which reference is hereby made for a complete statement of
such provisions. Whenever particular provisions of the Indenture or
8
<PAGE> 10
terms defined therein are referred to herein, such provisions or definitions are
incorporated by reference as part of the statements made herein and the
statements are qualified in their entirety by such reference. Parenthetical
Section and Article references appearing below are to the Indenture.
The Indenture may be modified as set forth below. Additionally, the Company
has reserved the right to terminate this offering, or modify the terms of the
offering or the Securities, at any time, by an appropriate amendment to this
Prospectus, but no such modification will affect the rights of the holders of
then outstanding Securities, except that, at the Company's election: (i) the
principal amount required to be maintained in an existing RediReserve
Certificate account may be increased (after 30 days' notice) or decreased; (ii)
the minimum amount of any withdrawal from a RediReserve Certificate account may
be increased (after 30 days' notice) or decreased; and (iii) certain service
charges may be imposed or modified as described under "Description of
Securities -- Provisions Relating to all Securities."
The Securities are not secured by any collateral or lien. There are no
provisions for a sinking fund.
PROVISIONS RELATING TO REDIRESERVE CERTIFICATES
FORM; NON-NEGOTIABILITY AND STATEMENTS: RediReserve Certificates are not
negotiable and are not evidenced by any promissory note issued to the holder. A
statement evidencing ownership of a Certificate will be issued to each purchaser
of a Certificate, but such statement is not a negotiable instrument, and no
rights of ownership in a Certificate can be transferred by mere endorsement and
delivery of such a statement to a purchaser. Each holder of a Certificate will
receive, at the end of the month after each investment, withdrawal and interest
payment, a statement indicating any transactions in such holder's Certificate
account. The Company maintains a register to record the owner of each
outstanding Certificate, and may treat the person whose name is so recorded as
the owner of such Certificate for all purposes. Ownership of a Certificate may
be transferred on the register only by written notice to the Company signed by
the holder or his duly authorized representative on a form to be supplied by the
Company. (Section 12-5)
DENOMINATION AND MINIMUM PURCHASE: As of the date of this Prospectus, the
minimum initial purchase of a RediReserve Certificate is $1,000 and additional
purchases may be in any amount. From time to time, the Company may set other
minimum purchase amounts and minimum denominations of additional purchases for
RediReserve Certificates and may modify the minimum balance requirements (as
described below) for Certificates. (Section 3-2)
INTEREST ON REDIRESERVE CERTIFICATE ACCOUNTS: The interest rate on all
outstanding RediReserve Certificates will be set by the Company each Tuesday (or
such other day as the Company may determine from time to time by Company Order)
and the interest rate paid on each outstanding RediReserve Certificate may vary
from week to week. As long as a holder maintains the applicable minimum balance
in his RediReserve Certificate account, the weekly rate, at a minimum, will be
1% below the average rate on Thirteen Week U.S. Treasury Bills for the preceding
eight weekly auctions. While the foregoing is the minimum at which the weekly
rate will be fixed, the actual rate may be above the minimum. Investors may
inquire concerning the rate then being paid on outstanding Certificates by
writing to or telephoning the Company.
Interest on each RediReserve Certificate account with a balance above the
minimum required (currently $1,000) accrues daily and is compounded quarterly on
March 31, June 30, September 30 and December 31 of each year. Interest accrued
during each quarterly period will not be paid by check, but rather will be added
to the principal balance of each holder's RediReserve Certificate account in the
form of additional RediReserve Certificates. Interest accrues on the principal
balance of each RediReserve Certificate through the date of redemption. If a
holder redeems in full all RediReserve Certificates held by him, the Company
will pay all accrued interest by check as soon as practicable after redemption.
(Section 3-1)
9
<PAGE> 11
MINIMUM BALANCE REQUIREMENT FOR REDIRESERVE CERTIFICATE ACCOUNTS: No
interest shall be paid on any day the principal amount in a holder's RediReserve
Certificate account is less than the amount which may be designated from time to
time by the Company ($1,000 at the date of this Prospectus). The Company has the
right to increase or decrease the minimum principal amount which must be
maintained in a RediReserve Certificate account and such an increase or decrease
may be applied, at the Company's election, to RediReserve Certificates
outstanding as of the date of the increase or decrease as well as RediReserve
Certificates issued after such increase or decrease. The Company must give
holders of RediReserve Certificates at least 30 days advance written notice if
the Company elects to increase the minimum principal amount which must be
maintained in their RediReserve Certificate accounts. (Section 3-1)
REDEMPTION AT THE HOLDER'S ELECTION: Certificates may be redeemed at any
time in minimum amounts of $250 (or any amount to close an account) with respect
to RediReserve Certificates, and will be paid in full upon demand by the holder,
which demand is received by the Company at its principal place of business or
such other place as may be designated by it for such purpose. The Company may
delay redemption of a newly purchased Certificate for such time as may be
necessary to assure that it has received the full purchase price of such
Certificate -- for example, until a check given to it in payment for the
Certificate is collected. (Section 11-1)
The minimum amount for redemptions may be increased (after 30 days' notice)
or decreased by the Company from time to time. (Section 11-1)
REDEMPTION BY DRAFT: A holder may elect to make redemptions by draft
payable to the order of any payee in any amount of $250 or more. At the request
of a holder, the Company will provide drafts drawn on it that will be payable
through one of its subsidiary Banks, or a successor bank. All authorized signers
on a Certificate account must submit specimen signatures on a signature card
provided by the Company and must agree to abide by the Company's rules and
regulations pertaining to such accounts. As with regular bank checks, certain
banks may not provide cash at the time of deposit, but will wait until they have
received payment from the subsidiary Bank. When a draft is presented to the
subsidiary Bank for payment, the subsidiary Bank, as agent of the holder, will
cause the Company to redeem a sufficient amount from the holder's Certificate
account to cover the amount of the draft. Interest continues to accrue on a
Certificate account until a draft is presented to the subsidiary Bank for
payment. The subsidiary Bank will return a draft if the amount of collected
funds in the holder's Certificate account is insufficient to cover the draft or
if the signature(s) on the draft is (are) not, in the judgment of the Company,
the same as the specimen signature(s) previously submitted to the Company. The
Company reserves the right to charge a fee for the dishonor of a draft or for a
stop payment order.
Neither the Company nor the subsidiary Bank will return cancelled drafts to
the holders of Certificate accounts, although the Company will, upon request,
provide a holder with copies of drafts designated by the holder upon payment of
a service charge. Holders of Certificate accounts will receive statements as
described under "Form; Non-negotiability and Statements" above, which will
reflect draft transactions.
REDEMPTION AT THE COMPANY'S ELECTION: The Company may, at its election,
redeem Certificates either as a whole or from time to time in part, upon not
less than 30 days' written notice to the holder, at the principal amount thereof
without premium, plus interest accrued to the date of redemption. Accrued
interest on Certificates so redeemed will be paid as soon as practicable.
(Sections 11-2 through 11-8)
PROVISIONS RELATING TO NOTES
FORM AND DENOMINATIONS: The Notes shall be uncertificated and evidenced by
book entry and a statement issued to each purchaser.
10
<PAGE> 12
Statements issued by the Company are not negotiable instruments, and no
rights of ownership can be transferred by mere endorsement and delivery of a
statement. Ownership of a Note may be transferred on the Company register only
by written notice to the Company signed by the owner(s) or such owner's duly
authorized representative on a form to be supplied by the Company. The Notes may
not be pledged, assigned or hypothecated (as collateral for a loan or
otherwise). The Notes shall be issued in such denominations as may be designated
from time to time by the Company. The Notes may be purchased in minimum amounts
to be determined, from time to time, by the Company. Separate purchases may not
be accumulated to satisfy the minimum denomination requirements. (Sections 2-1
and 3-2)
INTEREST: The interest rates payable on the Notes will be fixed by the
Company from time to time based on market conditions and the Company's financial
requirements. Once determined, the rate of interest payable on a Note will
remain fixed on such Note until it matures or is redeemed by the Noteholder.
Interest on 91 Day and Six Month Notes compounds daily and is paid only at
maturity. While interest on Eighteen Month, Two Year, Thirty Month, and Three,
Four, Five, Seven and Ten Year Notes compounds daily, holders may elect to have
interest paid monthly, quarterly, semiannually, annually, or paid at maturity.
This election may be changed one time by the holder during the term of the Note.
Interest on One Year Notes compounds daily and holders may elect to have
interest paid monthly, quarterly, semiannually or at maturity. This election may
not be changed during the term of a One Year Note.
AUTOMATIC EXTENSION: If, within seven days after its maturity date, a
holder has not elected redemption of a Note in writing, and the Company has not
requested redemption of such Note at least seven days prior to maturity, a Note
with a principal amount of $2,500 or more shall be extended automatically for
the same term, and shall be deemed to have been renewed by the holder as of the
maturity date. The Notes will continue to renew as described herein absent some
permitted action by either the holder or the Company. Interest shall continue to
accrue from the first day of such renewed term. Such Note, as renewed, will
continue in all its provisions, including provisions relating to payment, except
that the interest rate payable during any renewed term shall be the interest
rate which is being offered by the Company on similar Notes as of the renewal
date. If similar Notes are not then being offered, the Note will not renew, and,
absent instructions from the Noteholder selecting a Note with a term that is
currently being offered, the maturing Note will be redeemed. The Company will
give each Noteholder notice at least seven days prior to maturity reminding him
of the maturity. If the Company gives notice to a Noteholder of the Company's
desire to redeem a Note at maturity, no interest will accrue after the date of
maturity. Otherwise, if a Noteholder submits a written request for redemption
within seven days after its maturity date, the Company will pay interest during
the period after its maturity date and prior to redemption at the lower of (i)
the lowest interest rate then being paid on securities being offered by the
Company to the general public or (ii) the rate being paid on such Note
immediately prior to its maturity. (Section 3-11)
NO REDEMPTION BY THE COMPANY: The Company has no right to redeem a Note
and the holder has no right to require the Company to redeem any such Note prior
to its maturity date as originally stated or as it may be extended, except as
indicated below.
REDEMPTION BY THE HOLDER ON DEATH OR DISABILITY: A Note may be redeemed at
the election of the original owner (if he is still the holder) following his
total permanent disability, or his estate, following his death, as established
to the satisfaction of the Company. The redemption price, in the event of such a
death or disability, is the principal amount of the Note, plus interest accrued
and not previously paid, to the date of redemption. If two or more persons are
joint record owners of a Note, the election to redeem will not apply until both
record owners are either deceased or disabled, except that, if the joint owners
are husband and wife, the election may be made after the death or total
permanent disability of either spouse.
11
<PAGE> 13
The Company may modify the foregoing policy on redemption after death or
disability. However, no such modification will affect the right of redemption
applicable to any Note which was purchased at a time when the then current
prospectus of the Company stated the Company's policy to redeem as indicated in
the preceding paragraph.
LIQUIDITY: It is not expected that there will be a trading market for the
Notes. Although Noteholders have no contractual right to redeem a Note prior to
maturity, the Company, in its sole discretion, may honor a written request for
early redemption. Should the Company elect to do so, the Company will impose a
penalty that is the higher of (a) 91 days' compound interest at the actual rate
of interest borne by the Note, plus an amount equal to the difference, if any,
between the interest earned on the Note, at the rate and on the terms stated
therein, and the interest that would have been earned on the Note at a rate of
5%, if 5% is lower than the rate borne by the Note; or (b) the rate currently
being offered by the Company (as of the redemption date) on a Note of the same
term as the Note being redeemed, less the actual interest rate borne by the Note
being redeemed, multiplied by the remaining term of the Note being redeemed on a
365 day basis. Under either calculation method, early redemption may result in a
loss of principal.
PROVISIONS RELATING TO ALL SECURITIES
INTEREST ACCRUAL DATE: Interest on the Securities accrues from the date of
purchase which is deemed to be the date the Company receives funds which are
received prior to 3:00 p.m. on a business day or the next business day if the
Company receives such funds on a non-business day or after 3:00 p.m. on a
business day. For this purpose, the Company's business days will be deemed to be
Monday through Friday, except for Pennsylvania legal holidays. (Section 3-1)
INTEREST WITHHOLDING: With respect to those investors who do not provide
the Company with a fully executed Form W-9, the Company will withhold 31% of any
interest paid.
ADDITIONAL INTEREST: In addition to the interest rates payable as set
forth above, the Company may make such additional payments of interest, premiums
or other benefits ("Additional Interest") on such of the Securities, in such
amounts, in such form, on such terms and at such times as shall be determined
from time to time by the Company. Such Additional Interest payments may be
modified or discontinued at any time. For example, such Additional Interest
payments may be limited to new investors or to current investors increasing or
renewing their investments in the Company's Securities. Also, such Additional
Interest payments may be limited to current or new investors residing in one or
more states or localities where the Company is authorized to sell the
Securities. (Section 3-1)
SUBORDINATION: The indebtedness evidenced by the Securities and any
interest thereon are subordinated, to the extent set forth in the Indenture, to
all "Senior Debt" of Advanta Corp. Senior Debt is defined for this purpose to
include any indebtedness (whether outstanding on the date of the execution of
the Indenture of thereafter created) incurred in connection with borrowings by
Advanta Corp. from a bank, trust company, insurance company, or from any other
lender to Advanta Corp. which indebtedness is specifically designated by Advanta
Corp. as being "Senior Debt" for purposes of the Indenture. As of the date of
this Prospectus, there is $675 million of Senior Debt outstanding. The
RediReserve Certificates and Notes are on a parity with each other.
In addition, the indebtedness evidenced by the Securities effectively will
be junior to all indebtedness and other liabilities, primarily deposits, of the
Company's subsidiaries. For a discussion of the lack of insurance or guarantees
in support of the Securities, see "Risk Factors" at page 7.
In the event of any liquidation, dissolution or any other winding up of the
Company, or of any receivership, insolvency, bankruptcy, readjustment,
reorganization or similar proceeding under the Federal Bankruptcy Code or any
other applicable federal or state law relating to bankruptcy or insolvency, or
during the continuation of any Event of Default (as defined below), no payment
may be made on the Securities until all Senior Debt has been paid. In any such
event, holders of Senior Debt may also submit claims on behalf of
Securityholders and retain the proceeds for their own benefit until
12
<PAGE> 14
they have been fully paid, and any excess will be turned over to the
Securityholders. If any distribution is nonetheless made to Securityholders, the
money or property distributed to them must be paid over to the holders of Senior
Debt to the extent necessary to pay Senior Debt in full. By reason of these
subordination provisions of the Indenture, Securityholders may recover less,
ratably, than holders of Senior Debt (Article 13).
AGGREGATE INDEBTEDNESS: The amount of indebtedness which may be
outstanding under the Indenture at any one time shall be determined from time to
time by the Company. There is no limitation on the respective amounts of each
class of Securities which may be outstanding at any one time.
MODIFICATION OF INDENTURE: The Indenture may be modified by the Company
and the Trustee at any time or times with the consent of the holders of not less
than 51% in principal amount of the Securities then outstanding, but no
modification of the Indenture may be made which will affect the terms of payment
or the principal of any Security, without consent of the holder thereof, or
reduce the percentage of Securityholders whose consent to modification is
required. The Company and the Trustee may enter into supplemental indentures
adding covenants or agreements of the Company for the protection of the
Securityholders, or clarifying any ambiguity or correcting any defect in the
Indenture, consistent with its terms, without action by the Securityholders.
(Article 9).
PLACE AND METHOD OF PAYMENT: Principal and interest upon the Securities
will be payable at the principal executive office of the Company, as it may be
established from time to time, or at such other place as the Company may
designate for that purpose; provided, however, that payments may be made at the
option of the Company by check or draft mailed to the person entitled thereto at
his address appearing in the register which the Company maintains for that
purpose. (Section 3-1).
EVENTS OF DEFAULT: An Event of Default is defined in the Indenture as
being any of the following: A default in payment of principal on any of the
Securities under the Indenture which has not been cured; a default for 30 days
in payment of any installment of interest on a Security; acceleration of
maturity of any Senior Debt in an amount exceeding $500,000 under the terms of
the instrument under which Senior Debt is or may be outstanding, if such
acceleration is not annulled within 30 days after written notice; or certain
events of bankruptcy, insolvency or reorganization or default in the performance
or breach of any covenant or warranty of the Company in the Indenture and
continuance of such default in performance or breach for a period of 30 days
after notice of such default has been received by the Company from the Trustee
or from the holders of 10% in principal amount of the outstanding Securities.
The Company is required to file annually with the Trustee an Officer's
Certificate as to the absence of certain defaults under the terms of the
Indenture. The Indenture provides that the holders of 51% in aggregate principal
amount of the Securities at the time outstanding may, on behalf of all holders,
waive any past default or Event of Default except in payment of principal or
interest on the Securities. (Article 5).
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the Securityholders,
unless such Securityholders shall have offered to the Trustee reasonable
indemnity. Subject to such provisions for the indemnification of the Trustee,
the holders of a majority in principal amount of the Securities at the time
outstanding have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any power
conferred on the Trustee. The Indenture contains certain limitations on the
right of an individual Securityholder to institute legal proceedings in the
event of the Company's default. (Sections 6-3, 5-7 and 5-12)
CERTAIN COVENANTS: The Company has entered into certain covenants
including the following: It will not consolidate or merge with or into any other
corporation, unless the other corporation expressly assumes the obligations of
the Company under the Indenture. The Indenture contains no covenants or other
provisions to afford protection to Securityholders in the event of a highly
leveraged transaction or a change in the control of the Company. The Company is
required to cause its
13
<PAGE> 15
properties used or useful in the business to be maintained and kept in good
condition, repair and working order. (Sections 8-1 and 10-5)
EXCHANGES: The Company, in its discretion, may offer and/or accept
outstanding Securities in exchange for other Securities issued under the
Indenture. (Sections 3-3 through 3-9)
CONCERNING THE TRUSTEE: The Trustee may resign at any time, may be removed
by the holders of a majority of the principal amount of outstanding Securities,
or upon the occurrence of certain contingencies (relating generally to the
insolvency of the Trustee or the Trustee's ineligibility to serve as such under
the Trust Indenture Act of 1939, as amended), may be removed by the Company or
by a court of competent jurisdiction upon petition of a Securityholder, but no
such resignation or removal of the Trustee may become effective until a
Successor Trustee has accepted the appointment as provided in the Indenture.
(Sections 6-10 and 6-11) The Company and its subsidiaries reserve the right to
enter into additional banking relationships with the Trustee and its
subsidiaries.
SATISFACTION AND DISCHARGE OF INDENTURE: The Indenture may be discharged
upon the payment of all Certificates and Notes outstanding thereunder or upon
deposit in trust of funds sufficient therefor, plus compliance with certain
formal procedures. (Article 4)
REPORTS: The Company publishes annual reports containing audited financial
statements and quarterly reports containing unaudited financial information for
the first three quarters of each fiscal year. Copies of such reports will be
sent to any Securityholder upon oral or written request.
SERVICE CHARGES: The Company reserves the right to assess service charges
for services such as changing the registration of any Security when such change
is occasioned by a change in name of the holder, or a transfer (whether by
operation of law or otherwise) of the Security by the holder to another person.
(Sections 3-3 through 3-9)
The Company also reserves the right, upon 30 days' written notice to the
holder, to increase service charges currently imposed in connection with
redemptions by draft from RediReserve Certificate accounts and assess service
charges for: (i) a holder making more than a specified number of redemptions in
a specified period from a RediReserve Certificate account; and (ii) for certain
other services provided with respect to RediReserve Certificate accounts.
(Section 12-5)
ADDITIONAL SECURITIES: The Company may offer from time to time, pursuant
to the Indenture, additional classes of securities with terms and conditions
different from the Securities offered hereby, except that no such security
issued under the Indenture may be senior to the Securities offered hereby.
(Article 14) The Company will supplement this Prospectus if and when it decides
to offer to the public any additional class of security.
VARIATIONS IN TERMS AND CONDITIONS: The Company reserves the right from
time to time to offer different Securities and to vary the terms and conditions
of the offer (including, but not limited to, minimum balance requirements for
RediReserve Certificates and minimum denominations, additional interest payments
and service charges for all Securities) depending upon the state or locality
where the purchaser resides, the purchaser's tenure as an investor with the
Company or whether an investor is increasing or renewing his/her investment in
the Company's securities. In addition, the Company may vary certain terms and
conditions of the RediReserve Certificate account and/or Notes for its employees
and the employees of its subsidiaries. (Section 3-1)
COMPLIANCE WITH RULE 14E-1: Any purchase of Securities by the Company will
be accomplished in compliance with Section 14(e) of the Exchange Act and Rule
14e-1 promulgated thereunder, if applicable.
14
<PAGE> 16
LEGAL OPINION
Certain legal matters relating to the Securities offered hereby will be
passed upon for the Company by Gene S. Schneyer, Esquire, Vice President,
Secretary and General Counsel of the Company. Mr. Schneyer owns or has the right
to acquire a number of shares of Class A and Class B Common Stock of the Company
which is well below 1% of the outstanding common stock of the Company.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement to the
extent and for the periods indicated in their reports have been audited by
Arthur Andersen LLP, independent public accountants, and are incorporated herein
in reliance upon the authority of said firm as experts in giving said reports.
15
<PAGE> 17
-----------------------------------------
[Advanta Corp. LOGO]
-----------------------------------------
PROSPECTUS
THE DATE OF THIS PROSPECTUS IS
AUGUST , 1995
(LOGO)
PRINTED ON RECYCLED PAPER
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT 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
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN HORSHAM TOWNSHIP,
MONTGOMERY COUNTY, COMMONWEALTH OF PENNSYLVANIA, ON AUGUST 24, 1995.
Advanta Corp.
By: /s/ DAVID D. WESSELINK
------------------------------------
DAVID D. WESSELINK
Senior Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE DATE
----------------------------------------------- -------------------
<S> <C>
/s/ DENNIS ALTER* August 24, 1995
-----------------------------------------------
Dennis Alter
Chairman of the Board and
Director
/s/ ALEX W. HART* August 24, 1995
-----------------------------------------------
Alex W. Hart
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ RICHARD A. GREENAWALT* August 24, 1995
-----------------------------------------------
Richard A. Greenawalt
President, Chief Operating Officer
and Director
/s/ DAVID D. WESSELINK August 24, 1995
-----------------------------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
/s/ JOHN J. CALAMARI* August 24, 1995
-----------------------------------------------
John J. Calamari
Vice President, Finance, and Chief
Accounting Officer (Principal
Accounting Officer)
/s/ ARTHUR P. BELLIS August 24, 1995
-----------------------------------------------
Arthur P. Bellis
Director
</TABLE>
II-1
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE DATE
----------------------------------------------- -------------------
<S> <C>
/s/ MAX BOTEL* August 24, 1995
-----------------------------------------------
Max Botel
Director
/s/ RICHARD J. BRAEMER* August 24, 1995
-----------------------------------------------
Richard J. Braemer
Director
/s/ ANTHONY P. BRENNER* August 24, 1995
-----------------------------------------------
Anthony P. Brenner
Director
/s/ WILLIAM C. DUNKELBERG* August 24, 1995
-----------------------------------------------
William C. Dunkelberg
Director
/s/ ROBERT C. HALL* August 24, 1995
-----------------------------------------------
Robert C. Hall
Director
/s/ WARREN KANTOR* August 24, 1995
-----------------------------------------------
Warren Kantor
Director
/s/ RONALD J. NAPLES* August 24, 1995
-----------------------------------------------
Ronald J. Naples
Director
/s/ PHILLIP A. TURBERG* August 24, 1995
-----------------------------------------------
Phillip A. Turberg
Director
-----------------------------------------------
James E. Ksansnak
Director
------------------------------
*By: /s/ DAVID D. WESSELINK
-----------------------------------------------
David D. Wesselink
Attorney-in-Fact
Pursuant to powers of attorney previously
filed as part of this Registration Statement.
</TABLE>
II-2
