SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31,1994
OR
_ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period
from ____________to _____________
COMMISSION FILE NUMBER 0-14120
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
ADVANTA Corp. Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ADVANTA Corp.
Brandywine Corporate Center
650 Naamans Road
Claymont, DE 19703
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Committee which administers the Plan has duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
ADVANTA Corp.
Employee Savings Plan
Dated: June 28, 1995 By: /s/ Gene S. Schneyer
Gene S. Schneyer
Member of the Committee Administering
the Plan
<PAGE>
ADVANTA Corp.
Employee Savings Plan
Index to Financial Statements and Schedules
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Assets Available for Benefits
as of December 31, 1994 and 1993
Statements of Changes in Assets Available for Benefits for the Years
Ended December 31, 1994, 1993 and 1992
Notes to Financial Statements
SCHEDULES:
I - Schedule of Assets Held for Investment Purposes as of
December 31, 1994.
II - Schedule of Reportable Transactions for the Year
Ended December 31, 1994.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the ADVANTA Corp. Employee Savings Plan
Compensation Committee:
We have audited the accompanying statements of assets available for
benefits of ADVANTA Corp. Employee Savings Plan as of December 31, 1994
and 1993, and the related statements of changes in assets available
for benefits for each of the three years in the period ended
December 31, 1994. These financial statements and the schedules
referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets available for benefits of
the Plan as of December 31, 1994 and 1993, and the changes in its
assets available for benefits for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of Assets Held for Investment Purposes and Reportable
Transactions are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Philadelphia, PA
June 23, 1995
<PAGE>
ADVANTA Corp.
Employee Savings Plan
Statements of Assets Available for Benefits
December 31,
1994 1993
Assets
Cash $ 38,139 $ 54,466
Investments (Note 4):
Money Market Fund
(Colonial National Bank USA) 0 3,667,012
Managed Investment Funds
Windsor II 0 3,032,713
GIC 1,882,460 0
Strategic Balanced 2,068,284 0
Growth/Value 1,457,999 0
International Equity 1,101,725 0
Strategic Growth 2,542,804 0
Common Stock Fund (ADVANTA Corp.
Common Stock, Class A & B) 11,637,491 13,368,373
Interest Receivable 0 2,211
Employer Contribution Receivable 792,938 612,240
Participant Loans Receivable
(Note 2) 957,138 748,932
Total Assets Available for
Benefits $22,478,978 $21,485,947
The accompanying notes are an integral part of these statements.
<PAGE>
ADVANTA Corp.
Employee Savings Plan
Statements of Changes in Assets Available for Benefits
Year Ended December 31,
1994 1993 1992
Increases:
Interest & Dividend Income $ 211,560 $ 401,879 $ 244,439
Employee Contributions 2,780,130 1,992,429 1,236,864
Employer Contributions 1,553,086 1,188,366 910,680
Net Increase/(Decrease) in Fair
Market Value of Investments (2,122,274) 4,282,104 3,447,945
Net Realized Gains on
Investments (51,933) 440,980 142,102
2,370,569 8,305,758 5,982,030
Decreases:
Distributions to Participants 1,288,887 466,022 391,842
Investor Advisory and Trustee Fee 88,651 - -
Net Increases 993,031 7,839,736 5,590,188
Assets Available for Benefits,
beginning of year 21,485,947 13,646,211 8,056,023
Assets Available for Benefits,
end of year $22,478,978 $21,485,947 $13,646,211
The accompanying notes are an integral part of these statements.
<PAGE>
ADVANTA Corp.
Employee Savings Plan
Notes to Financial Statements
December 31, 1994
(1) Description of Plan:
The ADVANTA Corp. Employee Savings Plan (the "Plan"), as amended, was
formed effective July 1, 1983 and is a defined contribution plan
available to all employees of ADVANTA Corp. (the "Company") and
subsidiaries, who have reached age 21 with one year of service. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
Participants may elect to defer a portion of their compensation before
certain taxes are deducted. The Company may elect to limit the maximum
percentage a participant may contribute to the extent it determines
that such limitation is necessary in order to comply with the rules for
plan qualification under Sections 401(a) and (k) of the Internal
Revenue Code. An eligible participant may elect to contribute up to
15% of his salary to the limits determined under Section 401 of the
Internal Revenue Code. The Company also makes discretionary
contributions to the Plan, a portion of which are made on a per pay
period basis, and the balance of which are made as of the end of the
Plan year. Such employer contributions are generally equal to a
percentage of each employee's contributions up to 5% of the employee's
compensation (as defined in the Plan). Total employer contributions in
each of the Plan years 1994, 1993, and 1992 were 100% of the first 5%
of employees' compensation contributed to the Plan.
The Company may make additional contributions to the Plan in proportion
to compensation for the Plan year among a selected participant group.
Such contributions shall equal the amount necessary to satisfy the
discrimination standards of Section 401 of the Internal Revenue Code.
Because contributions made under Section 401 can not be included in the
income of participants when made, they are fully taxable when
distributed unless rolled over into another qualified plan or
Individual Retirement Account (IRA). Participants are fully vested as
to employer and employee contribution accounts at all times. Employees
who terminate anytime during the year are not eligible for subsequent
employer contributions for that year.
The Plan participants may invest their contributions in the following
managed investment funds and in shares of the Company's Class A and
Class B common stock.
o Guaranteed Investment Contract (GICs): This fund invests in
guaranteed investment contract (GICs) or in units of a collective
trust fund of another bank which is open to investments by qualified
trust institutions.
o Strategic Balanced Portfolio: The fund seeks to provide long-
term growth and risk avoidance by managing a mix of bonds and stocks
of companies expected to demonstrate growth superior to the market
over the next several years.
o Growth Value: Securities selected for purchase for this fund
have large market capitalization trading liquidity and the potential
for strong earnings growth and on the view of the advisor are
currently undervalued relative to the prospects for particular
securities and equity markets in general.
o International Equity Portfolio: This fund invests in the equity
securities of non-US companies in both mature and emerging economies
around the globe.
o Strategic Growth Portfolio: This fund invests in companies that
are demonstrating accelerating earnings.
<PAGE>
While it is the Company's intention to continue the Plan in operation
indefinitely, any termination of the Plan or discontinuance of
contributions will not result in the use or diversion of Plan assets
for any purposes other than the exclusive benefit of Plan participants
and their beneficiaries.
(2) Participant Loans:
As provided for in the Plan document, the Compensation Committee has
elected to make loans available to participants under certain specified
conditions. The principal amount of loans to participants may not
exceed the lesser of $50,000 (reduced by the maximum amount of such
loans outstanding anytime during the preceding year) or 50% of a participant's
accrued equity in the Plan. Participant loans are generally limited to five
years (or, in the case of a loan used to finance the acquisition of a
principal residence, fifteen years) and bear an interest rate charged by
commercial lenders for a comparable loan on the date the loan request is
approved. Participant loans are collateralized by the participant's accrued
equity in the Plan.
(3) Basis of Accounting:
The accompanying financial statements have been prepared using the
accrual basis of accounting.
(4) Valuation of Assets:
Prior to April 1, 1994, Plan participants had the option of directing
their contributions and Company contributions among three investment
funds. The Money Market Fund invested in interest-bearing deposits of
Colonial National Bank USA, which, prior to April 1, 1994 was also
Trustee for the Plan, an indirect wholly-owned subsidiary of the Company.
The Managed Mutual Fund invested in shares of Windsor II, a no-load mutual
fund which is part of The Vanguard Group of Investment Companies (not an
affiliate of the Company). The Common Stock Fund invests in shares of
the Company's Class "A" and Class "B" common stock. Such investments
are carried at market value (based on quoted market prices) in the
accompanying financial statements. The Money Market Fund was carried
at cost which approximates market.
Effective April 1, 1994, the Plan was amended. Pursuant to the
amendments to the Plan, Plan participants are no longer offered the
option of investing in the Money Market Fund or the Managed Mutual
Fund. Instead, Plan participants may invest their contributions and
Employer contributions in one or more of the following investment
options: any of five investment portfolios managed by investment
advisory firms selected by PW Trust Company, a subsidiary of Paine
Webber, Incorporated (a guaranteed investment contracts portfolio, a
strategic balanced portfolio, a growth value portfolio, an
international equity portfolio and a strategic growth portfolio) and
the Common Stock Fund. In addition, effective as of April 1, 1994, PW
Trust Company replaced Colonial National Bank USA as Trustee of the
Plan.
Separate accounts are maintained for each participant's equity in
employee contributions and Company matching contributions in each
investment fund. Investment gains and losses in each of the funds
described above were allocated to the participants in the ratio of each
participant's account balance to the total account balance in each
fund.
<PAGE>
(5) Administrative Expenses:
All expenses of administration of the Plan and other fees incident to
the management of the Plan are paid for by the Company, except for
brokerage commissions, investment advisory fees, trustee fee and
transfer taxes.
(6) Realized/Unrealized Gains and Losses:
Unrealized investment gains and losses, which are reported as the net
increase/decrease in the fair market value of investments in the
accompanying financial statements, represent the net change in the
unrealized appreciation/depreciation in the investment portfolio from
the beginning to the end of the year.
(7) Federal Income Taxes:
The Plan received a letter of favorable determination on December 30,
1994 from the Internal Revenue Service as to the qualification of the
Plan. Accordingly, no provision for income taxes has been made in the
accompanying financial statements.
(8) Distribution To Participants:
Distributions payable as of year-end 1994, 1993 and 1992 were $193,407,
$168,843 and $33,891, respectively.
(9) Subsequent Events:
The Company announced after year end 1994 that a match for Plan year
1995 would be, at a minimum, 50% of the employee's contributions up to
5% of the employee's compensation (as defined in the Plan).
(10) Reconciliation to Form 5500:
The following reconciles the net assets available for benefits to the
net assets reported on the 1994 Form 5500.
Total Asset Available for Benefits $22,478,978
Distributions Payable (193,407)
Net Assets Per Line 31(L) Form 5500 $22,285,571
<PAGE>
(11) The schedule of allocation of assets available for benefits to
investment funds as of December 31, 1994 and 1993 are as follows:
December 31, 1994
Strategic
Balanced Growth/
Assets Cash GIC Portfolio Value
Cash $ 38,139 $ 0 $ 0 $ 0
Investments:
Managed Investment Funds
GIC 1,882,460
Strategic Balanced 2,068,284
Growth/Value 1,457,999
International Equity
Strategic Growth
Common Stock Fund
(ADVANTA Corp Common Stock)
Interest Receivable
Employer Contribution
Receivable 61,147 90,314 81,913
Participant Loans
Receivable
Total Assets Available
for Benefits $ 38,139 $1,943,607 $2,158,598 $1,539,912
<PAGE>
(11) Continued
December 31, 1994
Participant
International Strategic Common Loans
Assets Equity Growth Stock Funds Receivable
Cash $ 0 $ 0 $ 0 $ 0
Investments:
Managed Investment
Funds
GIC
Strategic Balanced
Growth/Value
International Equity 1,101,725
Strategic Growth 2,542,804
Common Stock Fund
(ADVANTA Corp Common Stock) 11,637,491
Interest Receivable
Employer Contribution
Receivable 84,032 129,440 346,092
Participant Loans
Receivable
957,138
Total Assets Available
for Benefits $1, 185,757 $2,672,244 $11,983,583 $ 957,138
<PAGE>
(11) (Continued):
December 31, 1993
Money Managed Common Participant
Market Mutual Stock Loans
Assets Fund Fund Funds Receivable
Cash $ 0 $ 0 $ 54,466 $ 0
Investments:
Money Market Fund
(Colonial National Bank
USA Guaran-T Money Market
Account) 3,667,012
Managed Mutual Fund
(Windsor II) 3,032,713
Common Stock Fund
(ADVANTA Corp.
Common Stock) 13,368,373
Interest Receivable 2,211
Employer Contribution
Receivable 128,570 189,794 293,876
Participant Loans
Receivable 748,932
Total Assets Available
for Benefits $3,797,793 $3,222,507 $13,716,715 $ 748,932
<PAGE>
(12) The schedule of allocation of plan income and changes in assets
available for benefits to investment funds for the years ended
December 31, 1994 and 1993 are as follows:
For the Year Ended December 31, 1994
Strategic
Balanced Growth/ International
Cash GIC Portfolio Value Equity
Increases:
Interest & Dividend $ 2,703 $ 1,172 $ 1,095 $ 750 $ 596
Income
Employee 109,463 186,964 258,680 256,032 224,912
Contributions
Employer - 108,512 161,317 145,624 150,409
Contributions
Realized Gains on - 4,150 8,047 1,203 83
Investments
Net Increase in - 77,186 68,244 32,430 (22,583)
Fair Market Value of
Investments
112,166 377,984 497,383 436,039 353,417
Decreases:
Distributions to
Participants 87,847 338,444 93,014 21,709 19,182
Investor Advisory
and Trustee Fees - 6,560 22,519 14,654 11,236
Net Increases 24,319 32,980 381,850 399,676 322,999
Interfund Transfers 404,501 1,888,697 1,752,855 1,118,382 836,548
Net Loans Issued (390,681) 21,930 23,893 21,854 26,210
Assets Available for
Benefits, beginning - - - - -
of year
Assets Available for
Benefits, end of $ 38,139 $1,943,60 $2,158,598 $1,539,912 $1,185,757
year
<PAGE>
(12) Continued
For the Year Ended December 31, 1994
Guarantee
Common Rate Participant
Strategic Stock Management Loans
Growth Funds Windsor II Fund Receivable
Increases:
Interest & $ 1,291 $ 110,060 $ 378 $ 29,614 $ 63,901
Dividend Income
Employee 370,395 1,056,317 157,009 160,358 -
Contributions
Employer 230,489 673,001 51,619 32,115 -
Contributions
Realized Gains on (3,730) 7,889 (69,575) - -
Investments
Net Increase in (3,716) (2,273,835) - - -
Fair Market Value
of Investments
594,729 (426,568) 139,431 222,087 63,901
Decreases:
Distributions to
Participants 52,886 600,872 32,437 33,685 8,811
Investor Advisory
and Trustee Fees 25,449 8,233 - - -
Net Increases 516,394 (1,035,673) 106,994 188,402 55,090
Interfund 2,124,496 (833,513) (3,326,386) (3,965,580)
Transfers
Net Loans Issued 31,354 136,054 (3,115) (20,615) 153,116
Assets Available
for Benefits, - 13,716,71 3,222,507 3,797,793 748,932
beginning of year
Assets Available
for Benefits,
end of year $2,672,244 $11,983,583 $ 0 $ 0 $ 957,138
<PAGE>
(12) Continued
For the Year Ended December 31, 1993
Money Managed Common Participant
Market Mutual Stock Loans
Fund Fund Funds Receivable
Increases:
Interest & Dividend
Income $ 94,085 $ 85,823 $166,782 $ 55,189
Employee Contributions 486,794 640,058 865,577 -
Employer Contributions 281,985 344,945 561,436 -
Realized Gains on
Investments - 2,374 438,606 -
Net Increase in
Fair Market Value of
Investments - 94,279 4,187,825 -
862,864 1,167,479 6,220,226 55,189
Decreases:
Distributions to
Participants 108,012 76,616 271,774 9,620
Net Increases 754,852 1,090,863 5,948,452 45,569
Interfund Transfers 364,038 548,162 (912,200) -
Net Loans Issued (7,674) 12,089 (118,833) 114,391
Assets Available for
Benefits, beginning of
year 2,686,550 1,571,393 8,799,296 588,972
Assets Available for
Benefits, end of year $3,797,793 $3,222,507 $13,716,715 $748,932
<PAGE>
SCHEDULE I
ADVANTA Corp.
Employee Savings Plan
EIN 23-1462070
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
Cost Market Value
Cash $ 38,139 $ 38,139
Managed Investment Funds
GIC: 113,141 shares, 1,805,033 1,882,460
market value per share $16.64
Strategic Balanced: 206,310 shares, 2,000,014 2,068,284
market value per share $10.03
Growth/Value: 88,084 shares, 1,425,544 1,457,999
market value per share $16.55
International Equity: 87,694 shares, 1,124,282 1,101,725
market value per share $12.56
Strategic Growth: 262,547 shares, 2,546,480 2,542,804
market value per share $9.69
*ADVANTA Corp. Common Stock Fund 4,570,179 11,637,491
Class A: 140,259 shares,
market value $26.25 per share
Class B: 313,244 shares,
market value $25.25 per share
Participant Loans Receivable,
bearing interest from 7% to 11.5% 957,138 957,138
$14,466,809 $21,686,040
* Party-in-interest to the Plan
<PAGE>
<TABLE>
Schedule II
ADVANTA Corp.
Employee Savings Plan
EIN 23-1462070
Item 27d- Schedule of Reportable Transactions
For The Year Ended December 31, 1994
Transactions set forth below are those which involve an amount in excess of 5% of
the market value of the Plan's assets at the beginning of the year.
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Current
Expense Value of
Incurred Asset on
Identity Description Purchase Selling Lease with Cost Transaction Net Gain
of Party of Asset Price Price Rental Transaction of Asset Date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GIC Mutual Fund $2,015,182 $2,015,182 $2,015,182
Strategic
Balanced Mutual Fund 2,202,131 2,202,131 2,202,131
Growth/Value Mutual Fund 1,436,712 1,456,712 1,456,712
International 1,115,535 1,115,535 1,115,535
Equity Mutual Fund
Strategic 2,752,530 2,752,530 2,752,530
Growth Mutual Fund
Advanta Corp. B Common Stock 1,881,813 1,881,813 1,881,813
Total $11,403,903 $11,403,903 $11,403,903
GIC Mutual Fund $249,592 $ 245,442 $ 249,592 $4,150
Strategic
Balanced Mutual Fund 219,690 211,643 219,690 8,047
Growth/Value Mutual Fund 66,887 65,684 66,887 1,203
International
Equity Mutual Fund 31,501 31,418 31,501 83
Strategic
Growth Mutual Fund 236,023 239,753 236,023 (3,730)
Advanta Corp. B Common Stock 785,608 783,248 785,608 2,360
Windsor II Mutual Fund 3,326,386 3,395,961 3,326,386 (69,575)
Guaran-T Rate Money Market 3,797,793 3,797,793 3,797,793 0
Total $8,970,173 $ 8,770,942 $ 8,713,480 $57,462
</TABLE>
<PAGE>
Schedule II
(Continued)
ADVANTA Corp.
Employee Savings Plan
Item 27d - Schedule of Reportable Transactions
For Year Ended December 31, 1994
Transactions set forth below are those which involve an amount in
excess of 5% of the market value of the Plan's assets at the beginning
of the year.
Number of Cost
Transactions of Assets
Purchases:
GIC 21 $2,015,182
Strategic Balanced 23 2,202,131
Growth/Value 20 1,456,712
International Equity 21 1,115,535
Strategic Growth 21 2,752,530
Advanta Corp. Stock B 28 1,881,813
Sales:
GIC 8 245,442
Strategic Balanced 8 211,643
Growth/Value 9 65,684
International Equity 6 31,418
Strategic Growth 8 239,753
Advanta Corp. Stock B 13 783,248
Windsor II 1 3,395,961
Guaran-T Money Market 1 3,797,793
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
1 Consent of Independent Public Accountants
<PAGE>
EXHIBIT I
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K, into the Company's previously
filed Form S-8 Registration Statements File Nos. 33-32969, 33-47308 and
33-50209.
Arthur Andersen LLP
Philadelphia, PA
June 23, 1995
