<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, VIA THE EDGAR SYSTEM, ON
AUGUST 3, 1995
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<Caption
========================================================================================================
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF BEING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED* REGISTERED PER UNIT PRICE FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RediReserve Certificates,
Subordinated Notes................... $25,000,000 100% $25,000,000 $8,621
========================================================================================================
</TABLE>
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 $2,200,000 OF UNSOLD
SECURITIES). $688.00 OF FILING FEES WERE PAID WITH RESPECT TO SUCH 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.
================================================================================
<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
$27,200,000 PRINCIPAL AMOUNT
LOGO
Corp.
REDIRESERVE MONEY MARKET 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 Money Market 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.
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>
========================================================================================================
UNDERWRITING PROCEEDS
PRICE TO COMMISSIONS TO THE
PUBLIC(1) AND DISCOUNTS COMPANY
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Security................................ 100% None 100%(2)
Total....................................... $27,200,000 None $27,200,000(2)
========================================================================================================
</TABLE>
(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... 7
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........................ 14
Experts.............................. 14
</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. 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 Report on Form 10-Q for the quarter ended March
31, 1995; and
3. The Company's Current Reports on Form 8-K dated January 24, April 19,
July 12 and July 20, 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 $11 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 $27,200,000 in principal amount of the following
Securities of the Company: RediReserve Money Market 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
MONEY MARKET
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
MONTH; AND ONE, TWO, THREE, FOUR, FIVE,
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 11). 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 direct 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.
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.
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>
7
<PAGE> 9
PLAN OF DISTRIBUTION
The Securities will be sold by the Company directly without an underwriter
or selling agent.
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 Money Market
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 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.
8
<PAGE> 10
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)
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
9
<PAGE> 11
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.
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,
10
<PAGE> 12
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.
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.
11
<PAGE> 13
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 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
12
<PAGE> 14
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 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.
13
<PAGE> 15
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)
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.
14
<PAGE> 16
-----------------------------------------
LOGO
Corp.
-----------------------------------------
PROSPECTUS
THE DATE OF THIS PROSPECTUS IS
AUGUST , 1995
(LOGO)
PRINTED ON RECYCLED PAPER
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fees......................................................... $ 8,621
Printing and Engraving.................................................... 5,000
Counsel fees and expenses................................................. 500
Accountants' fees and expenses............................................ 2,100
Blue Sky qualification fees and expenses.................................. 1,500
Indenture Trustee's fees and expenses..................................... 25,000
Miscellaneous............................................................. 279
--------
$ 43,000
========
</TABLE>
--------------------
* Estimated, other than registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, inter alia,
that under specified circumstances a corporation shall have the power to
indemnify any person who is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, against expenses, attorneys' fees, judgments, fines and
settlements. The By-Laws of the Company provide that the Company shall indemnify
any director, officer, employee or agent of the Company to the fullest extent
now or hereafter permitted by law in connection with any such action, suit or
proceeding. The By-Laws further provide that the Board of Directors of the
Company may, by resolution, indemnify any person other than a director, officer,
employee or agent of the Company for liabilities incurred in connection with
services rendered for or at the request of the Company or its subsidiaries. In
addition, consistent with Section 102 of the Delaware General Corporation Law,
the Company's Certificate of Incorporation limits the personal liability of the
Company's director to the Company or its stockholders for monetary damages for
certain breaches of fiduciary duty. The Company maintains director and officer
liability insurance which would provide coverage against certain securities law
liabilities.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
3.1 Restated Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the Company's Registration
Statement Form S-3 (File No. 33-53475), filed June 10, 1994).
3.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.11 to
the Company's Current Report on Form 8-K dated December 22, 1994, filed on the
same date).
4.1 Trust Indenture dated April 22, 1981 between the Company and CoreStates Bank,
N.A. (formerly, The Philadelphia National Bank) as Trustee (incorporated by
reference to Exhibit 4-a to the Company's Registration Statement on Form S-2
(No. 33-00071), filed September 4, 1985).
5 Opinion and Consent of Gene S. Schneyer, Vice President, Secretary and General
Counsel (filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (filed herewith).
23.1 Consent of independent public accountants (filed herewith).
</TABLE>
II-1
<PAGE> 18
<TABLE>
<S> <C>
23.2 Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel
(included in Exhibit 5).
24 Powers of Attorney (included on Signature Pages).
25 Form T-1, Statement of Eligibility and Qualification Under The Trust Indenture
Act of 1933 of a Corporation Designated to Act as Trustee (filed herewith).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of Securities offered (if the total
dollar value of Securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change in such information in the Registration
Statement;
provided, however, that the undertakings set forth in clauses (i) and (ii) of
this paragraph shall not apply if the information required to be included in
such post-effective amendments is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Advanta's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the Securities offered therein
and the offering of Securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 19
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN HORSHAM TOWNSHIP, MONTGOMERY COUNTY, COMMONWEALTH OF
PENNSYLVANIA, ON AUGUST 3, 1995.
Advanta Corp.
By: /s/ RICHARD A. GREENAWALT
------------------------------------
RICHARD A. GREENAWALT
President, Chief Operating Officer
and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby
constitute and appoint Dennis Alter, Richard A. Greenawalt, Alex W. Hart, David
D. Wesselink, John J. Calamari, and Gene S. Schneyer, or any of them (with full
power to each of them to act alone), his or her true and lawful attorney-in-fact
and agent, with full power of substitution, for him or her and on his or her
behalf to sign, execute and file this Registration Statement and any or all
amendments (including, without limitation, post-effective amendments and any
amendment or amendments increasing the amount of securities for which
registration is being sought) to this Registration Statement, with all exhibits
and any and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as fully to all
intents and purposes as he or she might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
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 3, 1995
- -----------------------------------------------
Dennis Alter
Chairman of the Board and
Director
/s/ ALEX W. HART August 3, 1995
- -----------------------------------------------
Alex W. Hart
Executive Vice Chairman, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ RICHARD A. GREENAWALT August 3, 1995
- -----------------------------------------------
Richard A. Greenawalt
President, Chief Operating Officer
and Director
</TABLE>
II-3
<PAGE> 20
<TABLE>
<CAPTION>
SIGNATURE DATE
- ----------------------------------------------- -------------------
<S> <C>
/s/ DAVID D. WESSELINK August 3, 1995
- -----------------------------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
/s/ JOHN J. CALAMARI August 3, 1995
- -----------------------------------------------
John J. Calamari
Vice President, Finance, and Chief
Accounting Officer (Principal
Accounting Officer)
/s/ ARTHUR P. BELLIS August 3, 1995
- -----------------------------------------------
Arthur P. Bellis
Director
/s/ MAX BOTEL August 3, 1995
- -----------------------------------------------
Max Botel
Director
/s/ RICHARD J. BRAEMER August 3, 1995
- -----------------------------------------------
Richard J. Braemer
Director
/s/ ANTHONY P. BRENNER August 3, 1995
- -----------------------------------------------
Anthony P. Brenner
Director
/s/ WILLIAM C. DUNKELBERG August 3, 1995
- -----------------------------------------------
William C. Dunkelberg
Director
/s/ ROBERT C. HALL August 3, 1995
- -----------------------------------------------
Robert C. Hall
Director
/s/ WARREN KANTOR August 3, 1995
- -----------------------------------------------
Warren Kantor
Director
/s/ RONALD J. NAPLES August 3, 1995
- -----------------------------------------------
Ronald J. Naples
Director
/s/ PHILLIP A. TURBERG August 3, 1995
- -----------------------------------------------
Phillip A. Turberg
Director
</TABLE>
II-4
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- --------- --------------------------------------------------------------------------- -----
<S> <C> <C>
3.3 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
Company's Registration Statement Form S-3 (File No. 33-53475), filed June
10, 1994). ..............................................................
3.4 By-Laws of the Company, as amended (incorporated by reference to Exhibit
3.11 to the Company's Current Report on Form 8-K dated December 22, 1994,
filed on the same date). ................................................
4.1 Trust Indenture dated April 22, 1981 between the Company and CoreStates
Bank, N.A. (formerly, The Philadelphia National Bank) as Trustee
(incorporated by reference to Exhibit 4-a to the Company's Registration
Statement on Form S-2 (No. 33-00071), filed September 4, 1985). .........
5 Opinion and Consent of Gene S. Schneyer, Vice President, Secretary and
General Counsel (filed herewith). .......................................
12 Computation of Ratio of Earnings to Fixed Charges (filed herewith). .......
23.1 Consent of independent public accountants (filed herewith). ...............
23.2 Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel
(included in Exhibit 5). ................................................
24 Powers of Attorney (included on Signature Pages). .........................
25 Form T-1, Statement of Eligibility and Qualification Under The Trust
Indenture Act of 1933 of a Corporation Designated to Act as Trustee
(filed herewith). .......................................................
</TABLE>
<PAGE> 1
EXHIBIT 5
August 3, 1995
Advanta Corp.
Five Horsham Business Center
300 Welsh Road
Horsham, PA 19044
Re: Securities and Exchange Commission-
Registration Statement on Form S-3
Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel of Advanta Corp. (the
"Company"), and have acted as counsel for the Company in connection with the
filing of a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, (the "Act"), relating to the sale
of the securities described below. I am familiar with the requirements of
the Act and the rules and regulations promulgated pursuant thereto. I have
examined the Company's Restated Certificate of Incorporation, the Company's
By-Laws and such other corporate records and proceedings of the Company as I
have deemed necessary or advisable in rendering this opinion.
Based upon the foregoing, it is my opinion that, (a) appropriate corporate
action has been taken to authorize the sale and issuance of the securities
described in the Prospectus included in the Registration Statement, namely a
total of $27,200,000 (including $2,200,000 of unsold securities from
Registration Statement No. 33-58660 which became effective on March 18, 1993)
of principal amount of RediReserve Money Market Certificates, 91 Day, Six,
Eighteen and Thirty Month and One, Two, Three, Four, Five, Seven and Ten Year
Notes, all of which are uncertificated (hereinafter referred to collectively as
the "Securities"), and (b) when issued pursuant to the Trust Indenture dated
April 22, 1981 between the Company and CoreStates Bank, N.A., as Trustee, such
Securities will be valid and binding obligations of the Company enforceable in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights
generally or by equitable principles.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.
Sincerely yours,
/s/ Gene S. Schneyer
Gene S. Schneyer
Vice President, Secretary
and General Counsel
GSS:atw
<PAGE> 1
Exhibit 12
Advanta Corp.
and Subsidiaries
Statements setting forth details of computation of ratio
of earnings to fixed charges and preferred dividends
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
<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>
Net earnings before extraordinary items $ 64,183 $ 50,681 $106,063 $ 77,920 $ 48,037 $ 25,165 $ 15,095
Federal and state income taxes ........ 35,651 28,998 59,144 45,335 29,063 14,154 7,435
------- ------- ------- ------- ------- ------- -------
Earnings before income taxes and
extraordinary items ................. 99,834 79,679 165,207 123,255 77,100 39,319 22,530
------- ------- ------- ------- ------- ------- -------
Fixed charges:
Interest ............................ 73,681 42,335 94,758 79,303 93,545 109,139 112,636
One-Third of all rentals ............ 742 857 1,809 1,591 1,252 1,103 1,031
------- ------- ------- ------- ------- ------- -------
Total fixed charges ................... 74,423 43,192 96,567 80,894 94,797 101,242 113,667
------- ------- ------- ------- ------- ------- -------
Earnings before income taxes
extraordinary item and fixed charges $174,257 $122,871 $261,774 $204,149 $171,897 $149,561 $136,197
------- ------- ------- ------- ------- ------- -------
Ratio of earnings to fixed charges .... 2.34x 2.84x 2.71x 2.52x 1.81x 1.36x 1.20x
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our reports dated January
23, 1995 included in the Advanta Corp. Form 10-K for the year ended December
31, 1994, and to all references to our Firm included in this Form S-3
Registration Statement.
Philadelphia, PA Arthur Andersen LLP
August 3, 1995
<PAGE> 1
EXHIBIT 25
SECURITIES ACT OF 1933
REGISTRATION NO.
--------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY PURSUANT
TO SECTION 305 (b)(2) X
-----
-----------------
CORESTATES BANK, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
BROAD AND CHESTNUT STREETS
PHILADELPHIA, PENNSYLVANIA 19101 23-0972337
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (I.R.S. EMPLOYER IDENTIFICATION NO.)
CORESTATES BANK, N.A.
ATTN: OFFICE OF RESIDENT COUNSEL
BROAD AND CHESTNUT STREETS
PHILADELPHIA, PA 19101
(215) 973-3810
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
================
ADVANTA, CORP.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1462070
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
===============
BRANDYWINE CORPORATE CENTER 19703
650 NAAMANS ROAD
CLAYMONT, DE
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
=================
REDIRESERVE CERTIFICATES
SUBORDINATED NOTES
(TITLE OF INDENTURE SECURITIES)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO
THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
THE OFFICE OF THE COMPTROLLER OF THE CURRENCY,
WASHINGTON, D.C. 20220.
FEDERAL RESERVE BANK OF PHILADELPHIA,
PENNSYLVANIA 19105.
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEMS, WASHINGTON, D.C. 20551.
FEDERAL DEPOSIT INSURANCE CORPORATION,
WASHINGTON, D.C. 20429.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
THE TRUSTEE IS AUTHORIZED TO EXERCISE CORPORATE
TRUST POWERS.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE
OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
NONE.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH
RESPECT TO THE SECURITIES UNDER THE INDENTURE.
EXPLAIN THE NATURE OF AN SUCH DEFAULT.
NONE.
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE
UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF
INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF
THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE
THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE
INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT
UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE
INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE
OF SUCH DEFAULT.
NONE.
2 OF 4
<PAGE> 3
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE
FOREIGN TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE
UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER
THE ACT.
NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS PART OF
THIS STATEMENT OF ELIGIBILITY.
(1) COPY OF ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.*
(2) COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS.*
(3) COPY OF AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS.*
(4) COPY OF EXISTING BYLAWS OF THE TRUSTEE.*
(5) COPY OF INDENTURE REFERRED TO IN ITEM 4, IF THE OBLIGOR IS IN
DEFAULT. NOT APPLICABLE.
(6) THE CONSENTS OF THE UNITED STATES INSTITUTIONAL TRUSTEES
REQUIRED BY SECTION 321(B) OF THE TRUST INDENTURE ACT OF
1939, AS AMENDED.
(7) COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS
SUPERVISORY OF EXAMINING AUTHORITY.
(8) COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED
OR TO BE QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS
AMENDED. NOT APPLICABLE.
(9) FOREIGN TRUSTEE'S CONSENT TO SERVICE OF PROCESS ON FORM F-X.
NOT APPLICABLE
- ------------------------
EXHIBITS FOLLOWED BY AN ASTERISK ARE INCORPORATED HEREIN BY REFERENCE
PURSUANT TO RULE 7a-29.
EXHIBIT 16(1) - EXHIBIT 16(1) TO FORM T-1 FILED IN REGISTRATION
STATEMENT OF NOVEMBER 1, 1993 OF BELL TELEPHONE COMPANY OF
PENNSYLVANIA, NO. 33-50869.
EXHIBIT 16(2) - EXHIBIT 16(2) TO FORM T-1 FILED IN REGISTRATION
STATEMENT OF FEBRUARY 9, 1956 OF BELL TELEPHONE COMPANY OF
PENNSYLVANIA, NO. 22-12266.
EXHIBIT 16(3) - EXHIBIT 16(3) TO FORM T-1 FILED IN REGISTRATION
STATEMENT OF FEBRUARY 9, 1956 OF BELL TELEPHONE COMPANY OF
PENNSYLVANIA, NO. 22-12266.
EXHIBIT 16(4) - EXHIBIT 16(4) TO FORM T-1 FILED IN REGISTRATION
STATEMENT OF NOVEMBER 1, 1993 OF BELL TELEPHONE COMPANY OF
PENNSYLVANIA, NO. 33-50869.
3 OF 4
<PAGE> 4
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, AS
AMENDED, THE TRUSTEE, CORESTATES BANK, N.A., A NATIONAL BANKING ASSOCIATION
DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND
ATTESTED, ALL IN THE CITY OF PHILADELPHIA AND COMMONWEALTH OF PENNSYLVANIA, ON
THE DAY OF AUGUST , 1995 .
------------- ------------ ------
CORESTATES BANK, N.A.
BY: /s/ J. BRUCE HERD
-------------------------
NAME: J. BRUCE HERD
TITLE: VICE PRESIDENT
[SEAL]
ATTEST:
BY: /s/ MARLENE TALASNIK
-----------------------
NAME: MARLENE TALASNIK
TITLE: SENIOR CORPORATE TRUST OFFICER
4 OF 4
<PAGE> 5
EXHIBIT 16(6)
CONSENT OF TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED
CORESTATES BANK, N.A. HEREBY CONSENTS, SUBJECT TO THE TERMS AND
CONDITIONS OF SECTION 321(b) OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
THAT REPORTS OF EXAMINATIONS OF ITS AFFAIRS BY FEDERAL, STATE, TERRITORIAL OR
DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH AUTHORITIES TO THE SECURITIES AND
EXCHANGE COMMISSION UPON REQUEST OF SUCH COMMISSION THEREFOR.
CORESTATES BANK, N.A.
BY: /s/ J. BRUCE HERD
----------------------
NAME: J. BRUCE HERD
TITLE: VICE PRESIDENT
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: CoreStates Bank, National Association Call Date: 3/31/95 ST-BK: 42-0204 FFIEC 031
Address: P.O. Box 7618 Page RC-1
City, State Zip: Philadelphia, PA 19101-7618
FDIC Certificate No.: |0|0|7|1|9|
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC -- Balance Sheet
<TABLE>
<CAPTION>
___________
| C400 | < -
____________|_________|
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
- -------------------------------------------------------------------------------------------------------| --------------------|
<S> <C> <C>
Assets | ////////////////////|
1. Cash and balances due from depository institutions (from Schedule RC-A) : | ////////////////////|
a. Non interest-bearing balances and currency and coin(1) ........................................ | 0081 1,532,821 | 1.a.
b. Interest-bearing balances(2) .................................................................. | 0071 1,859,068 | 1.b.
2. Securities: | ////////////////////|
a. Held-to-maturity securities (from Schedule RC-B, column A) ..................................... | 1754 1,428,806 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ................................... | 1773 264,447 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////////|
of the bank of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////////|
a. Federal funds sold ............................................................................ | 0276 251,100 | 3.a.
b. Securities purchased under agreements to resell ............................................... | 0277 8,960 | 3.b.
4. Loans and lease financing receivables: ______________________________| ////////////////////|
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 14,497,116 | ////////////////////| 4.a.
b. LESS: Allowance for loan and lease losses ....................... | RCFD 3123 | 314,409 | ////////////////////| 4.b.
c. LESS: Allocated transfer risk reserve ........................... | RCFD 3128 | 0 | ////////////////////| 4.c.
d. Loans and leases, net of unearned income, ______________________________| ////////////////////|
allowance, and reserve (item 4.a minus 4.b and 4.c) ........................................... | 2125 14,182,707 | 4.d.
5. Trading assets (from Schedule RC-D) .............................................................. | 3545 3,721 | 5.
6. Premises and fixed assets (including capitalized leases) ......................................... | 2145 311,258 | 6.
7. Other real estate owned (from Schedule RC-M) ..................................................... | 2150 23,283 | 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ......... | 2130 413 | 8.
9. Customers' liability to this bank on acceptances outstanding ..................................... | 2155 432,479 | 9.
10. Intangible assets (from Schedule RC-M) ........................................................... | 2143 219,735 | 10.
11. Other assets (from Schedule RC-F) ................................................................ | 2160 548,612 | 11.
12. Total assets (sum of items 1 through 11) ......................................................... | 2170 21,067,410 | 12.
-----------------------
</TABLE>
- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: CoreStates Bank, National Association Call Date: 3/31/95 ST-BK: 42-0204 FFIEC 031
Address: P.O. Box 7618 Page RC2
City, State Zip: Philadelphia, PA 19101-7618
FDIC Certificate No.: |0|0|7|1|9|
</TABLE>
Schedule RC--Continued
<TABLE>
<CAPTION>
___________________________
Dollar Amounts in Thousands |////////// Bil Mil Thou |
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Liabilities |//////////////////////////|
13. Deposits: |//////////////////////////|
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I).... | RCON 2200 13,906,995 | 13.a.
(1) Noninterest-bearing (1) ............................ | RCON 6631 4,526,947 |//////////////////////////| 13.a.(1)
(2) Interest-bearing ................................... | RCON 6636 9,380,048 |//////////////////////////| 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's
(from Schedule RC-E, part II) ....................................................... | RCFN 2200 1,922,902 | 13.b.
(1) Noninterest-bearing................................. | RCFN 6631 366,062 |//////////////////////////| 13.b.(1)
(2) Interest-bearing.................................... | RCFN 6636 1,556,840 |//////////////////////////| 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in domestic |//////////////////////////|
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: |//////////////////////////|
a. Federal funds purchased ............................................................. | RCFD 0278 1,799,438 | 14.a.
b. Securities sold under agreements to repurchase ...................................... | RCFD 0279 111,113 | 14.b.
15. a. Demand notes issued to the U.S. Treasury ............................................ | RCON 2840 141,669 | 15.a.
b. Trading liabilities (from Schedule RC-D) ............................................ | RCFD 3548 1,425 | 15.b.
16. Other borrowed money: |//////////////////////////|
a. With original maturity of one year or less .......................................... | RCFD 2332 83,489 | 16.a.
b. With original maturity of more than one year ........................................ | RCFD 2333 58,320 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ......................... | RCFD 2910 508 | 17.
18. Bank's liability on acceptances executed and outstanding ............................... | RCFD 2920 433,424 | 18.
19. Subordinated notes and debentures ...................................................... | RCFD 3200 180,000 | 19.
20. Other liabilities (from Schedule RC-G) ................................................. | RCFD 2930 704,048 | 20.
21. Total liabilities (sum of items 13 through 20) ......................................... | RCFD 2948 19,343,331 | 21.
|//////////////////////////|
22. Limited-life preferred stock and related surplus ....................................... | RCFD 3282 0 | 22.
Equity Capital |//////////////////////////|
23. Perpetual preferred stock and related surplus .......................................... | RCFD 3838 0 | 23.
24. Common stock ........................................................................... | RCFD 3230 37,308 | 24.
25. Surplus (exclude all surplus related to preferred stock) ............................... | RCFD 3839 1,079,987 | 25.
26. a. Undivided profits and capital reserves .............................................. | RCFD 3632 605,877 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities .............. | RCFD 8434 2,369 | 26.b.
27. Cumulative foreign currency translation adjustments .................................... | RCFD 3284 (1,462)| 27.
28. Total equity capital (sum of items 23 through 27) ...................................... | RCFD 3210 1,724,079 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, |//////////////////////////|
and 28) ................................................................................ | RCFD 3300 21,067,410 | 29.
----------------------------
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external ____________________
auditors as of any date during 1994 ........................................................... | RCFD 6724 2 | M.1.
--------------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors's examination on the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
- ----------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
