<PAGE>
As filed with the Securities and Exchange Commission on March 20, 1996
Registration 33-
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- --------------------------------------------------------------------------
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)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
23-1462070
(IRS Employer Identification No.)
Brandywine Corporate Center
650 Naamans Road
Claymont, Delaware 19703
(302) 791-4400
-------------------------
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Office)
GENE S. SCHNEYER, ESQ.
Advanta Corp.
Five Horsham Business Center
300 Welsh Road
Horsham, Pennsylvania 19044-9808
(215) 657-4000
-------------------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public:
From time to time after this 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 being
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/
<PAGE>
<PAGE>
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>
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum
Title of Each Class to be Offering Aggregate Amount of
of Securities Being Regis- Price Per Offering Registra-
Registered tered Unit (1) Price (1) tion Fee
- --------------------------------------------------------------------------
Advanta Corp. Class B
Common Stock,
$.01 par value............ 1,500,000 $44.00 $66,000,000 $22,757
Shares
- --------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(o). The maximum offering price per share will be
determined from time to time by the Registrant. Based on the closing
price of the Company's Class B Common Stock on the NASDAQ National Market
on March 14, 1996.
---------------------
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 this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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- --------------------------------------------------------------------------
/TABLE
<PAGE>
<PAGE>
PROSPECTUS
- ----------
ADVANTA [logo]
--------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Advanta Corp. (the "Company" or "Advanta") hereby offers
participation in its Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan provides investors with a convenient and economical way
to purchase the Company's Class B Common Stock, $.01 par value per share
("Class B Stock") and reinvest all or a portion of the cash dividends
paid on their Class A Common Stock, $.01 par value per share ("Class A
Stock") and Class B Stock. The Class A Stock and the Class B Stock are
referred to collectively as "Common Stock." Some of the significant
features of the Plan are:
-- Participants may purchase shares of Class B Stock through the
automatic reinvestment of quarterly cash dividends on shares of
Class A Stock and/or Class B Stock. Participants must either be
a registered owner of at least 25 shares or a beneficial owner
of at least one share of a class of Common Stock participating
in the Plan to be eligible to participate.
-- Additional shares may also be purchased through monthly cash
investments ("Cash Investments"), subject to a minimum monthly
limit of $50 and a maximum monthly limit of $3,000. Cash
Investments in excess of $3,000 may be made with the permission
of the Company pursuant to a waiver of the $3,000 limit.
-- Brokerage commissions or service charges will not be charged for
purchases made under the Plan.
-- Shares may be offered from time to time at a discount ranging up
to 5% below what is essentially the then current market price,
as explained below. The discount may vary among different
categories of purchasers. If there is no discount, shares will
be purchased at essentially the then-current market price.
-- The Plan's open enrollment provision permits non-shareholders to
participate by making an initial investment in Class B Stock of
at least $1,500 through the Plan. No Commission will be charged
on such purchase.
-- Participants' recordkeeping will be simplified because they will
receive periodic statements of their accounts.
-- Participants may deposit Class B Stock certificates held by them
and registered in their names into the Plan and thereby avoid
the need for safekeeping of certificates.
-- To fulfill requirements for the Plan, Class B Stock will be
purchased directly from the Company or by the Plan administrator
in the open market, as determined from time to time by the
Company. At present, it is expected that shares usually will
be purchased directly from the Company.
<PAGE>
<PAGE>
-- A holder of Common Stock through a broker or other nominee name
may participate in the Plan either by making an appropriate
arrangement with the nominee or by having the Common Stock
transferred and registered in the holder's name.
Participation in the Plan is entirely voluntary, and Participants may
terminate their participation at any time. Shareholders who do not choose
to participate in the Plan will continue to receive cash dividends, as
declared, in the usual manner.
The last reported sale price of the Class B Stock on the NASDAQ
National Market System on March 14, 1996, was $44.00 per share. This
Prospectus relates to 1,500,000 shares of Class B Stock offered for
purchase under the Plan.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1996<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
AVAILABLE INFORMATION............................................... 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................... 5
SUMMARY OF PLAN..................................................... 7
DESCRIPTION OF THE PLAN............................................. 10
PURPOSE........................................................ 10
What is the purpose of the Plan?.......................... 10
PARTICIPATION.................................................. 10
Who is eligible to participate?........................... 10
PARTICIPATION CATEGORIES....................................... 10
What categories are available under the Plan?............. 10
BENEFITS AND RESTRICTIONS...................................... 11
What are the benefits and restrictions of the Plan?....... 11
ADMINISTRATION AND INTERPRETATION.............................. 12
Who will administer and interpret the Plan?............... 12
MINIMUM PARTICIPATION.......................................... 13
What is the Minimum Participation?........................ 13
NON-SHAREHOLDER PARTICIPATION THROUGH OPEN ENROLLMENT.......... 13
How may a non-shareholder become a Participant?........... 13
ENROLLMENT..................................................... 13
How and when may an eligible
person enroll in the Plan and
become a Participant?..................................... 13
What are the participation options
and what does the Authorization
Form provide?............................................. 14
When will participation in the Plan begin?................ 16
PURCHASES...................................................... 16
When will shares be purchased under the Plan.............. 16
What is the source of shares to be
purchased under the Plan?................................. 17
At what price will shares be purchased?................... 17
How are Cash Investments made?............................ 18
What limitations apply to Cash Investments?............... 19
What if a Participant has more than one account?.......... 19
How are waivers of the $3,000 monthly maximum on
Cash Investments obtained?................................ 19
DISCOUNTS...................................................... 21
When and how will Discounts be established?............... 21
CERTIFICATES................................................... 21
Will certificates be issued for share purchases?.......... 21
May a Participant add shares of
Common Stock to his or her account
by transferring stock certificates
that the Participant possesses?............................. 21
SALE OF SHARES.................................................. 22
Can Participants sell shares held under the Plan?.......... 22
REPORTS......................................................... 23
What reports will be sent to Participants?................. 23
<PAGE>
<PAGE>
PAGE
----
WITHDRAWAL...................................................... 23
How may Participants withdraw from the Plan?............... 23
Will participation end automatically on the
Participant's death or incompetence?....................... 23
FEDERAL TAXES................................................... 23
What are the principal federal income tax
consequences of participating in the Plan?................. 23
OTHER PROVISIONS................................................ 25
What happens if a Participant disposes of or
acquires additional shares of stock?....................... 25
May shares in the Plan be pledged?......................... 25
How will a Participant's shares be voted?.................. 26
Who pays the expenses of the Plan?......................... 26
What are the responsibilities of the Company and
the Administrator under the Plan?.......................... 26
What happens if the Company issues
a stock dividend or declares a stock
split or makes a rights offering?.......................... 26
May the Plan be changed or terminated?..................... 27
USE OF PROCEEDS...................................................... 27
INDEMNIFICATION UNDER THE SECURITIES ACT............................. 27
COMMON STOCK DIVIDENDS AND PRICE RANGE............................... 28
PLAN OF DISTRIBUTION................................................. 29
LEGAL OPINION........................................................ 29
EXPERTS.............................................................. 29
GLOSSARY............................................................. 29
APPENDIX I........................................................... 32
No persons have been authorized to give any information or to make
any representations other than those contained or incorporated in this
Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which it relates, or an offer or
solicitation with respect to those securities to which it relates to any
persons in any jurisdiction where such offer or solicitation would be
unlawful. The delivery of this Prospectus at any time does not imply that
the information contained or incorporated herein at its date is correct as
of any time subsequent to its date.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Information as of
a particular date concerning directors and officers, their remuneration,
and any material interest of such persons in transactions with the Company
is disclosed in proxy statements distributed to shareholders of the
Company and filed with the Commission. Such reports, proxy statements,
and other information filed by the Company can be inspected and copied at
prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices: Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048. Copies
of such material also can be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the shares of Class
B Stock offered hereby is contained in the Registration Statement and the
exhibits relating thereto, filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). For further information
pertaining to the Company and the shares of Class B Stock, reference is
made to the Registration Statement and the exhibits thereto, which may be
inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. Copies of the
Registration Statement and the exhibits thereto may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
There are hereby incorporated in this Prospectus by reference the
following documents and information heretofore filed with the Commission
pursuant to the Exchange Act.
(a) The Company's latest annual report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Exchange Act or the latest
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act,
which contains, either directly or by incorporation by reference,
certified financial statements for the year ended December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1995.
(c) The Company's Current Reports on Form 8-K dated January 24,
April 19, July 12, July 20, August 3, August 15, and October 18, 1995.
(d) All other reports filed pursuant to Section 14(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(e) The Company's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the 1995 annual meeting
of its shareholders and any definitive proxy statements so filed in
connection with any subsequent special meetings of its shareholders.<PAGE>
<PAGE>
(f) The description of the Company's Class B Stock which is
contained in its Registration Statement filed on Form 8-A dated April 22,
1992 to register such shares under Section 12 of the Exchange Act, File
No. 0-14120, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Section 13, 14 or 15(d) of the Exchange Act, prior to the
termination of the offering, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and 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 of this Prospectus to the
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents. Written or
oral requests for such copies should be directed to the Corporate
Secretary, Advanta Corp., 5 Horsham Business Center, 300 Welsh Road,
Horsham, PA 19044, Telephone (215) 657-4000.
The name, address and phone number of the Plan Administrator are:
If using ordinary mail: If using a courier service:
---------------------- --------------------------
Mellon Bank, N.A. Mellon Bank, N.A.
Shareholders Investment Service Shareholders Investment Service
P.O. Box 750 Commerce Court
Pittsburgh, Pennsylvania 15230 4 Station Square, Third Floor
Pittsburgh, Pennsylvania 15219
If using telephone, call: (800) 451-7392
-----------------------------------------
<PAGE>
<PAGE>
SUMMARY OF PLAN
---------------
The following is a summary description of the Advanta Corp. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") which is contained
herein. Terms used in the summary have the meanings attributed to them in
the Plan. A glossary of defined terms, used below with initial capital
letters, is included at the end of this Prospectus.
Purpose of Plan The primary purpose of the Plan is to provide
eligible holders of the Company's Class A Stock
and Class B Stock and other eligible investors
with a convenient and economic method of
investing cash dividends and making Cash
Investments in shares of Class B Stock without
payment of any brokerage commissions or service
charges in connection with purchases. The Plan
does not permit Participants to invest their cash
dividends in, or otherwise purchase, Class A
Stock. Only Class B Stock may be purchased under
the Plan.
Purchase Price The Plan provides that Class B Stock to be
offered may be either newly issued or treasury
shares of Class B Stock to be acquired directly
from the Company or Class B Stock purchased on
the open market. Under the Plan, the Purchase
Price for newly issued shares is the average of
the daily high and low sales prices of the Class
B Stock during a Pricing Period consisting of the
twelve Trading Days preceding the Investment Date
(all as more fully described below), and for
shares purchased on the open market is the
weighted average price paid for such shares. The
actual price paid for shares may be reduced below
the Purchase Price as described above to the
extent of any Discount that may be offered. It
is unlikely that a Discount will apply to shares
purchased on the open market.
Discount The Company may in its sole discretion establish
a discount each month ranging up to 5% (the
"Discount") of the Purchase Price that otherwise
would be applicable. The Discount may vary from
time to time, and may also vary with the amount
of the purchase and the category of Participant.
Any Discount will be established by the Company
after a review of current market conditions, the
level of participation, and current and projected
capital needs. The Company currently expects to
establish a Discount only with respect to Cash
Investments in excess of $3,000 pursuant to a
written Request for Waiver accepted by the
Company.
<PAGE>
<PAGE>
Cash Investment Monthly Cash Investments may be made at the
option of the Participant, subject to a minimum
investment of $50 per calendar month and a
maximum investment of $3,000 per calendar month.
Cash Investments in excess of $3,000 per month
may be made only pursuant to a written Request
for Waiver accepted by the Company.
Cash Investments of less than $50 and that
portion of any Cash Investment which exceeds the
maximum monthly purchase limit, unless such limit
has been waived, will be returned to the
Participant, without interest.
Requests for Waiver In deciding whether to approve a Request for
Waiver, the Company will consider relevant
factors including, but not limited to whether
shares for the Plan are being acquired from the
Company or on the open market, the Company's need
for additional funds, the attractiveness of
obtaining such funds by the sale of Class B Stock
as compared to other sources of funds, the
purchase price likely to apply to any sale of
Class B Stock, the Participant submitting the
request (including the extent and nature of such
Participant's prior participation in the Plan,
and the number of shares of Common Stock held by
such Participant), and the aggregate amount, if
any, of Cash Investments in excess of the
allowable maximum amounts for which Requests for
Waivers have been submitted by all Participants.
The Company has no arrangements or
understandings, formal or informal, with any
person relating to the distribution of shares to
be received pursuant to the Plan. Broker-dealers,
financial intermediaries and other
persons who acquire shares of Class B Stock
through the Plan and resell them shortly after
acquiring them may be considered to be
underwriters within the meaning of the Securities
Act.
New Investors Even if you are not currently an owner of Common
Stock, the Plan has a provision (the "Open
Enrollment Provision") that permits you to join
by making your initial purchase through the Plan
itself. To join the Plan in this manner, your
initial investment must be in Class B Stock, must
be at least $1,500 and, unless the monthly limit
has been waived, may not exceed $3,000. No
commissions or other charges will be imposed to
join the Plan through the Open Enrollment
Provision.
<PAGE>
<PAGE>
Threshold Price The Threshold Price will be a minimum price
applicable to a Cash Investment in Class B Stock
in a given month pursuant to a Request for Waiver
in excess of $3,000. For each Trading Day during
the Pricing Period on which the Threshold Price
is not met, one-twelfth of the Cash Investment of
each Participant who has submitted a Request for
Waiver will be returned without interest.
Cash Investments that do not exceed $3,000 per
month and the reinvestment of cash dividends in
shares of Class B Stock will not be subject to
the Threshold Price.
Number of Shares As of the date of this Prospectus, 1,500,000
Offered shares of Class B Stock were registered under the
Securities Act for sale by the Company pursuant
to the Plan. Because the Company currently
expects to continue the Plan indefinitely, it
expects to register additional shares of Class B
Stock under the Securities Act from time to time
as necessary for purposes of the Plan. See "Plan
of Distribution". To the extent that shares
purchased under the Plan are purchased on the
open market, such shares will not be registered
or required to be registered under the Securities
Act in connection with the sale of such shares
pursuant to the Plan.
Minimum Participation To be eligible to participate in the Plan with
respect to either Class A Stock or Class B Stock,
you must either be a "registered holder," a
shareholder whose shares of Common Stock are
registered in the stock transfer books of Advanta
in your name, who owns in one account, at least
25 shares of such class at the time you enroll in
the Plan and continuously thereafter so long as
you remain a Participant; or a beneficial owner
of at least one share of such stock.
Additionally, in the case of a record owner, you
must participate in the Plan to the extent of at
least 25 shares of each class for which you
participate.
Initial Cost to None. All initial costs will be borne by the
the Participate Company.
<PAGE>
<PAGE>
DESCRIPTION OF THE PLAN
-----------------------
PURPOSE
- -------
1. What is the purpose of the Plan?
--------------------------------
The primary purpose of the Plan is to provide the Company's
shareholders and other investors with a convenient and economic
method of reinvesting cash dividends on Common Stock in, and making
Cash Investments in, shares of Class B Stock without payment of any
brokerage commissions or service charges in connection with
purchases. In addition, purchases of Class B Stock directly from the
Company pursuant to the Plan will provide the Company with additional
capital for general corporate purposes.
PARTICIPATION
- -------------
2. Who is eligible to participate?
------------------------------
You may participate in the Plan if you qualify as either of the
following: (a) you are a "registered holder," a shareholder whose
shares of Common Stock are registered in the stock transfer books of
Advanta in your name, or (b) you are a "beneficial owner," a
shareholder who has beneficial ownership of shares of Common Stock
that are registered in a name other than your name (for example, in
the name of a broker, bank or other nominee); provided, however, that
to be eligible to participate you must satisfy the Minimum
Participation described in Question 6. Registered holders may
participate in the Plan directly. If you are not a registered
holder, you must either become a registered holder by having your
shares transferred into your own name, or you must make arrangements
with your broker, bank or other nominee to participate in the Plan on
your behalf. Most major brokers, banks and other nominees will make
such arrangements on request. See Question 8.
If you are not currently a shareholder of the Company, you may
become a Plan Participant by making an initial investment in Class B
Stock of at least $1,500 through the Open Enrollment Provision
described in Question 7.
Your right to participate in the Plan is not transferable to
another person apart from a transfer of your underlying shares of
Common Stock. The Company reserves the right to exclude from
participation in the Plan persons who utilize the Plan to engage in
short-term trading or arbitrage activities.
Persons who reside in jurisdictions in which it is unlawful for
the Company to permit participation in the Plan are not eligible to
participate in the Plan.
<PAGE>
<PAGE>
PARTICIPATION CATEGORIES
- ------------------------
3. What categories are available under the Plan?
--------------------------------------------
If you are a registered or a beneficial owner of Common Stock
who meets the Minimum Participation requirement described in Question
6 and you elect to become a Participant in the Plan (a
"Participant"), you may have cash dividends on all or a portion of
your shares of Class A Stock or Class B Stock reinvested
automatically in Class B Stock.
If you wish, you may also make Cash Investments to purchase
Class B Stock, subject to a minimum investment of $50 in any month
and a maximum investment of $3,000 in any month. See Question 15.
You may also make Cash Investments in excess of $3,000 in any month
in which the Company accepts your Request for Waiver.
Additionally, if you are a registered or a beneficial owner of
Common Stock who meets the Minimum Participation requirement
described in Question 6, you may make Cash Investments even if you do
not reinvest dividends on your Common Stock.
BENEFITS AND RESTRICTIONS
- -------------------------
4. What are the benefits and restrictions of the Plan?
--------------------------------------------------
The primary benefits of the Plan are:
------------------------------------
-- You may have the cash dividends on all or a portion of your
Common Stock reinvested automatically in shares of Class B
Stock.
-- You may invest in additional shares of Class B Stock by
making Cash Investments, subject to an individual minimum
limit of $50 per month and an individual maximum limit of
$3,000 per month.
-- Cash Investments in excess of $3,000 per month may be made
with the permission of the Company pursuant to a Request
for Waiver as described in Question 17.
-- You pay no brokerage commissions or service charges in
connection with your purchases under the Plan. See
Question 29.
-- Your reinvested cash dividends and Cash Investments will be
fully invested because the Plan provides for fractional
shares to be credited to your account. Additionally,
dividends on such fractional shares, as well as whole
shares participating in the Plan, will be reinvested
automatically in additional shares of Class B Stock and
credited to your Plan account.<PAGE>
<PAGE>
-- Shares may be offered from time to time at a Discount
ranging up to 5%. The Discount may vary among different
categories of purchasers. See Question 18.
-- You will avoid cumbersome safekeeping of stock certificates
for Plan shares credited to your account. You may also
deposit in the Plan shares of Class B Stock held by you and
registered in your name, thereby avoiding the need for
safekeeping of certificates.
-- Periodic statements reflecting all current activity,
including shares purchased and latest Plan account balance,
will simplify your recordkeeping.
The primary restrictions of the Plan are:
----------------------------------------
-- Because the date by which you must decide to make Cash
Investments is prior to the Investment Date (as defined
herein) for such investments, your investments may be
exposed to changes in market conditions. See Question 14.
-- Due to the Pricing Period, the Purchase Price (as defined
herein) for shares purchased through the Plan may exceed
(or be less than) the price of acquiring shares of Class B
Stock (including transaction costs) on the open market on
the related Investment Date. See Questions 11 and 13.
-- There may be delays between a Participant's instruction to
sell Plan Shares and the sale date. There may also be
delays in receiving shares withdrawn from the Plan. See
Questions 21 and 23.
-- No interest will be paid on funds held by the Administrator
of the Plan pending investment. See Question 14.
-- Participants who reinvest cash dividends will be treated
for federal income tax purposes as having received a
dividend on the dividend payment date, giving rise to a tax
payment obligation without providing the Participant with
immediate cash to pay such tax when it becomes due. See
Question 25.
-- Participants will not know the actual number of shares
purchased under the Plan until after the Pricing Period.
See Questions 13 and 14.
-- Shares deposited in a Plan account may not be pledged. See
Question 27.
NEITHER THE COMPANY NOR THE ADMINISTRATOR CAN ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
<PAGE>
<PAGE>
ADMINISTRATION AND INTERPRETATION
- ---------------------------------
5. Who will administer and interpret the Plan?
------------------------------------------
The Plan will be administered by Mellon Bank, N.A. or such
successor administrator as the Company may designate (the
"Administrator"). The Administrator acts as agent for Participants,
keeps records of Participants' accounts, sends regular account
statements to Participants, and performs other duties relating to the
Plan. Shares purchased for each Participant under the Plan, and
shares of Class B Stock deposited with the Administrator for
safekeeping as described in Question 20, will be held by the
Administrator on behalf of the Participants, unless and until a
Participant requests that a stock certificate for his or her shares
be issued, as described in Question 19. An affiliate of the
Administrator also serves as dividend disbursement agent, transfer
agent and registrar for the Common Stock. Communications with the
Administrator should be directed as follows:
The name, address and phone number of the Plan Administrator are:
If using ordinary mail: If using a courier service:
---------------------- --------------------------
Mellon Bank, N.A. Mellon Bank, N.A.
Shareholders Investment Service Shareholders Investment Service
P.O. Box 750 Commerce Court
Pittsburgh, Pennsylvania 15230 4 Station Square, Third Floor
Pittsburgh, Pennsylvania 15219
If using telephone, call: (800) 451-7392
-----------------------------------------
WHEN CORRESPONDING WITH THE ADMINISTRATOR, WE SUGGEST THAT YOU
GIVE YOUR DAYTIME TELEPHONE NUMBER AND AREA CODE.
The Company has the right to establish procedures for
administration of the Plan and to interpret it. Its interpretation
will be final, conclusive and binding.
MINIMUM PARTICIPATION
- ---------------------
6. What is the Minimum Participation?
---------------------------------
To be eligible to participate in the Plan with respect to either
Class A Stock or Class B Stock, you must either be a "registered
holder," a shareholder whose shares of Common Stock are registered in
the stock transfer books of Advanta in your name, who owns in one
account, of record, at least 25 shares of such class at the time you
enroll in the Plan and continuously thereafter so long as you remain
a Participant, or a beneficial owner of at least one share of such
stock. Additionally, in the case of a registered holder, you must <PAGE>
<PAGE>
participate in the Plan to the extent of at least 25 shares of such
class. These requirements are referred to as the "Minimum
Participation."
NON-SHAREHOLDER PARTICIPATION THROUGH OPEN ENROLLMENT
- -----------------------------------------------------
7. How may a non-shareholder become a Participant?
----------------------------------------------
Even if you are not currently an owner of Common Stock, the
Plan's Open Enrollment Provision permits you to join by making your
initial purchase of Participating Shares through the Plan itself. To
join the Plan in this manner, your initial purchase must be at least
$1,500 of Class B Stock.
No commissions or other charges will be imposed to join the Plan
through the Open Enrollment Provision.
ENROLLMENT
- ----------
8. How and when may an eligible person enroll in the Plan and
become a Participant?
----------------------------------------------------------
If you are a registered holder, you may enroll in the Plan and
become a Participant by completing and signing an Authorization Form
(enclosed herewith) and returning it to the Administrator at an
address set forth in Question 5. An additional Authorization Form
may be obtained at any time from the Administrator. If you have your
Common Stock registered in more than one name (e.g., joint tenants,
trustees), all registered holders of such shares must sign the
Authorization Form exactly as their names appear on the account
registration.
If you are a beneficial owner but not a record holder of Common
Stock, you must instruct your broker, bank or other nominee in whose
name your shares are held to participate in the Plan on your behalf.
If a nominee holds shares of a beneficial owner through a securities
depository, such nominee may also be required to provide a Broker and
Nominee Form (a "B/N Form") to the Administrator in order to
participate in the Cash Investment portion of the Plan. See Question
14. B/N Forms are available from the Administrator.
If you are not currently a shareholder of the Company and wish
to use the Open Enrollment Provision described in Question 7, your
initial investment must accompany your Authorization Form.
You may enroll in the Plan at any time. Once enrolled, you
remain enrolled without further action on your part until you
discontinue your participation or until the Plan is terminated. See
Question 23 regarding withdrawal from the Plan and Question 32
regarding termination of the Plan. However, if there is any
subsequent change in the manner in which your name appears on your
certificate(s), you must sign another Authorization Form, and execute
a stock power form to change the registration of your Plan account,
in order to continue participation.<PAGE>
<PAGE>
9. What are the participation options and what does the
Authorization Form provide?
-----------------------------------------------------
The Authorization Form appoints the Administrator as your agent
for purposes of the Plan. It may also direct the Company to pay to
the Administrator, for the purchase of additional shares of Class B
Stock, all of the cash dividends on (a) the specified number of
shares of Common Stock owned by you on the applicable Record Date
(subject to the Minimum Participation described in Question 6), and
designated by you to be included in the Plan ("Participating Shares")
and (b) all whole and fractional shares which have been credited to
your Plan account. Shares in your Plan account, other than shares of
Class B Stock deposited with the Administrator solely for safekeeping
as described in Question 20 ("Safekeeping Shares") are referred to as
"Plan Shares". The Authorization Form also may direct the
Administrator to purchase additional shares of Class B Stock with any
Cash Investments that you make and to reinvest automatically all
subsequent dividends on Plan Shares. Cash dividends will continue to
be reinvested on the number of Participating Shares and on all Plan
Shares (but not Safekeeping Shares) until the Participant specifies
otherwise or terminates participation, or the Plan is terminated.
The Authorization Form provides for the purchase of shares of
Class B Stock through the investment options described below, which
will apply to only the class or classes of Common Stock specified on
such form. If you elect to participate with respect to only Class B
Stock held by you, your participation will not cover shares of Class
A Stock then owned or subsequently acquired by you. Similarly, if
you elect to participate with respect to only Class A Stock, your
participation will cover the Class B Common Stock acquired by and
held for your account in the Plan, but it will not cover other shares
of Class B Stock then owned directly or subsequently acquired
directly by you but not through the Plan. You may elect to
participate in the Plan with respect to a second class of Common
Stock by following the enrollment procedures described herein for the
second class.
If you wish to enroll with respect to both Class A Stock and
Class B Stock, you must complete both the Class A portion and Class B
portion of the Authorization Form.
The investment options are as follows:
(1) "Full Dividend Reinvestment"
This option directs the Administrator to invest in
accordance with the Plan all cash dividends on all shares
of Common Stock then or subsequently owned by you of the
class or classes specified by your Authorization Form, and
also all cash dividends on your whole and fractional Plan
Shares. This option also permits you to make Cash
Investments and directs the Administrator to apply such
investments towards the purchase of additional shares of
Class B Stock in accordance with the Plan.
<PAGE>
<PAGE>
(2) "Partial Dividend Reinvestment"
This option directs the Administrator to invest in
accordance with the Plan all cash dividends on that number
of whole shares of the participating class or classes of
Common Stock held by you which are designated in the
appropriate space on the Authorization Form and on all
whole and fractional Plan Shares. This option should be
used if you wish to reinvest dividends on some (equal to at
least the Minimum Participation) but not all of the Common
Stock of the participating class or classes that you own.
If this option is selected, you will continue to receive
cash dividends in the usual manner on all shares of Common
Stock registered in your name or beneficially owned by you
but which you have not designated for participation in the
Plan. This option also permits you to make Cash
Investments and directs the Administrator to apply such
investments towards the purchase of additional shares of
Class B Stock in accordance with the Plan. It is
recommended that nominee firms holding shares in their own
firm's street name (i.e., shares not held for the firm by
Depository Trust Company or some other depository) use this
option, even if they wish to participate with respect to
all of the Common Stock they own at the time of enrollment.
(3) "Cash Investments Only"
This option permits you to make Cash Investments and
directs the Administrator to apply such investments towards
the purchase of additional shares of Class B Stock in
accordance with the Plan. If this option is selected, you
will continue to receive cash dividends on all shares of
Common Stock owned by you in the usual manner (unless you
elect thereafter to change your participation category) and
the Administrator will apply only Cash Investments received
from you towards the purchase of shares of Class B Stock.
You may select any one of the above three options. IN EACH
CASE, CASH DIVIDENDS ON ALL PARTICIPATING SHARES, INCLUDING ALL PLAN
SHARES HELD IN YOUR PLAN ACCOUNT, WILL BE REINVESTED, INCLUDING
DIVIDENDS ON SHARES OF CLASS B STOCK PURCHASED WITH CASH INVESTMENTS
IF YOU HAVE SELECTED THE FULL DIVIDEND REINVESTMENT OPTION, UNTIL YOU
SPECIFY OTHERWISE OR WITHDRAW FROM THE PLAN ALTOGETHER, OR UNTIL THE
PLAN IS TERMINATED. See Question 23 regarding notification of
withdrawal to the Administrator. See Question 31 regarding
provisions on shares issued in stock splits or stock dividends and
stock acquired on the exercise of rights.
IF YOU RETURN A PROPERLY EXECUTED AUTHORIZATION FORM TO THE
ADMINISTRATOR WITHOUT ELECTING AN INVESTMENT OPTION, YOU WILL BE
ENROLLED AS HAVING SELECTED FULL DIVIDEND REINVESTMENT.
If you own Common Stock of record and also beneficially through
one or more brokers, banks or other nominees, each such holding will
be treated as a separate holding for purposes of authorizing
participation in the Plan (although all such holdings will be <PAGE>
<PAGE>
aggregated for purposes of applying purchase limitations -- see
Question 15). To participate in the Plan for all of your holdings,
separate Authorization Forms should be submitted by you individually
for your record holdings and by each such nominee for your beneficial
holdings with it.
10. When will participation in the Plan begin?
-----------------------------------------
Participation as to dividend reinvestment will commence with the
next Investment Date after the Administrator's receipt of the
Authorization Form, provided it is received by the Administrator by
the Record Date for such investment. Participation as to Cash
Investments will commence with the next Investment Date, provided the
authorization therefor and the funds to be invested are received by
the Cash Due Date for such investment. Cash Investments must be
received on or prior to the "Cash Due Date" which is the thirteenth
business day preceding the Investment Date, as defined in Question
11. See Appendix I to determine the applicable Record Date and Cash
Due Date. Should the authorization (or the funds to be invested)
arrive after the time indicated above, the funds will be returned.
PURCHASES
- ---------
11. When will shares be purchased under the Plan?
--------------------------------------------
For a monthly period when there is a cash dividend paid by the
Company, reinvested dividends and any Cash Investments under the Plan
will be used to purchase shares of Class B Stock on the dividend
payment date declared by the Board of Directors (in such case, the
"Investment Date"), or if such day is not a business day, the first
business day immediately following such date shall be the Investment
Date. The "Record Date" for such investments will be the record date
declared by the Board of Directors with respect to the dividend. In
all other months, Cash Investments will be invested on the 18th of
the month, or if such day is not a business day, the first business
day following the 18th of the month (in each such case, the
"Investment Date"). See Appendix I for information with respect to
anticipated dividend payment dates, Record Dates, and other market
data.
Notwithstanding the foregoing, due to regulatory requirements,
in instances in which the Class B Stock purchased through the Plan is
purchased on the open market the Plan may be required to make such
open market purchases over two or more consecutive Trading Days, in
which event the first such purchase date will be the Investment Date
as defined above.
THERE CAN BE NO ASSURANCE AS TO THE DECLARATION OR PAYMENT OF
DIVIDENDS, AND NOTHING CONTAINED IN THE PLAN OBLIGATES THE COMPANY TO
DECLARE OR PAY ANY DIVIDENDS. THE PLAN DOES NOT REPRESENT A CHANGE
IN THE COMPANY'S DIVIDEND POLICY OR A GUARANTEE OF FUTURE DIVIDENDS,
WHICH WILL CONTINUE TO BE DETERMINED BY THE BOARD OF DIRECTORS BASED
UPON THE COMPANY'S EARNINGS, FINANCIAL CONDITION AND OTHER FACTORS.
<PAGE>
<PAGE>
12. What is the source of shares to be purchased under the Plan?
-----------------------------------------------------------
Shares of Class B Stock purchased through the Plan may be newly
issued or treasury shares purchased directly from the Company, shares
purchased through routine open market transactions or shares acquired
by a combination of such methods, provided, however, that it is
likely that all shares purchased at a Discount will be purchased
directly from the Company. The Company will determine the source of
the Plan purchases, which may vary from time to time. It is unlikely
that a Discount will apply to shares purchased on the open market;
however, in such case the Company will supply cash to the
Administrator equal to the amount of the Discount.
13. At what price will shares be purchased?
--------------------------------------
The following answer describes the Purchase Price as though
there is no applicable Discount, as described in Question 18. If a
Discount applies, the actual price paid for the shares will be the
Purchase Price described in this Question 13 reduced by the Discount.
All shares purchased through the Plan directly from the Company
not at a Discount will be acquired at a price to you (in such case,
the "Purchase Price") equal to the average of the daily high and low
sales prices, computed up to four decimal places, if necessary, of
the Class B Stock as reported on the NASDAQ National Market System
(the "NMS") for the twelve Trading Days immediately preceding the
applicable Investment Date. In the event the Class B Stock
subsequently becomes listed on the New York Stock Exchange (the
"NYSE"), the Purchase Price will be the average of the high and low
sales price of the Class B Stock on the NYSE for such twelve Trading
Days. A "Trading Day" means a day on which trades in Class B Stock
are reported on the principal market for the Class B Stock. The
period encompassing the first twelve Trading Days immediately
preceding the applicable Investment Date constitutes the relevant
"Pricing Period".
All shares purchased under the Plan through open market
purchases will be acquired on the applicable Investment Date at a
price to you (in such case, the "Purchase Price") equal to the
average price, computed up to four decimal places if necessary, paid
by the Administrator for Class B Stock purchased by the Plan through
such open market purchases; provided, however, that due to regulatory
requirements, the Plan may be required to make open market purchases
over two or more consecutive Trading Days commencing on the
Investment Date.
Purchases made with Cash Investments pursuant to a Request for
Waiver may be subject to a Threshold Price, as more fully described
in Question 17.
Although the Company will pay all brokerage fees on shares
purchased on the open market, for tax purposes, these fees will be
considered as additional dividend income to you. See Question 25.
These fees, and the resulting additional dividend income, are not
expected to be substantial.
<PAGE>
<PAGE>
14. How are Cash Investments made?
-----------------------------
All registered holders, including brokers, banks and other
nominees with respect to Common Stock registered in their name on
behalf of a beneficial owner, who have submitted a signed
Authorization Form are eligible to make Cash Investments at any time.
A broker, bank or other nominee, as holder on behalf of a beneficial
owner, must utilize a B/N Form for Cash Investments if it holds the
Common Stock in the name of a securities depository.
Shares purchased through Cash Investments will be transmitted as
the Participant directs. If the Participant has elected the Full
Dividend Reinvestment option, all shares purchased through Cash
Investments will become Participating Shares automatically and future
cash dividends on such shares will be reinvested through the Plan.
If any other participation option has been elected, cash dividends on
such shares will be sent directly to the Participant and not
reinvested automatically through the Plan (unless the owner
thereafter enrolls such shares in the Plan).
The B/N Form provides the sole means whereby a broker, bank or
other nominee holding shares on behalf of a beneficial owner in the
name of a securities depository may invest Cash Investments on behalf
of such beneficial owner. A B/N Form must be delivered to the
Administrator at an address specified in Question 5 each time the
nominee transmits a Cash Investment on behalf of a beneficial owner.
B/N Forms will be furnished by the Administrator upon request.
Non-shareholders may make an initial investment through the Open
Enrollment Provision described in Question 7.
The Administrator will apply all Cash Investments which are
received by the close of business on the Cash Due Date to the
purchase of shares of Class B Stock at the time specified in Question
11. Cash Investments received after the applicable Cash Due Date
will be returned. NO INTEREST WILL BE PAID ON CASH INVESTMENTS HELD
PENDING INVESTMENT OR RECEIVED AFTER THE APPLICABLE CASH DUE DATE.
IT IS SUGGESTED THEREFORE THAT ANY CASH INVESTMENTS A PARTICIPANT
WISHES TO MAKE BE SENT SO AS TO REACH THE ADMINISTRATOR AS CLOSE AS
POSSIBLE, BUT PRIOR TO, THE RELATED CASH DUE DATE. IF YOU HAVE ANY
QUESTIONS REGARDING THE CASH DUE DATE YOU SHOULD CONTACT THE
ADMINISTRATOR AT AN ADDRESS OR TELEPHONE NUMBER SET FORTH IN QUESTION
5.
You should be aware that since investments under the Plan are
made as of specified dates, you lose any advantage that otherwise
might be available from being able to select the timing of your
investment.
In the event that any check is returned to the Administrator
unpaid for any reason, the Administrator will consider the request
for a Cash Investment null and void and shall immediately remove from
the Participant's account any shares purchased upon credit of such
money. The Administrator shall also be entitled to sell these shares
to satisfy uncollected amounts. If the net proceeds of the sale of
such shares are insufficient to satisfy such uncollected amounts, the
Administrator shall be entitled to sell additional shares from the
Participant's account to satisfy the uncollected balance.<PAGE>
<PAGE>
ALL CASH INVESTMENTS MADE BY CHECK SHOULD BE MADE PAYABLE TO
MELLON BANK, N.A. AND MAILED TO THE ADMINISTRATOR AT AN ADDRESS
LISTED IN QUESTION 5. OTHER FORMS OF PAYMENT, SUCH AS WIRE
TRANSFERS, MAY BE MADE, BUT ONLY IF APPROVED IN ADVANCE BY THE
ADMINISTRATOR. INQUIRIES REGARDING OTHER FORMS OF PAYMENTS AND ALL
OTHER WRITTEN INQUIRIES SHOULD BE ADDRESSED TO THE ADMINISTRATOR.
15. What limitations apply to Cash Investments?
------------------------------------------
MINIMUM/MAXIMUM LIMITS. Cash Investments are subject to a $50
minimum per month, and the Company reserves the right to refuse to
accept a Cash Investment in excess of $3,000 per month from any
Participant or related or associated group of Participants. Cash
Investments of less than $50 and that portion of any Cash Investment
which exceeds the $3,000 monthly purchase limit, unless such limit
has been waived, will be returned to the Participant, without
interest. The Company reserves the right to waive such limits on
Cash Investments in its sole discretion.
For information on the minimum initial investment of new
investors joining the Plan through the Open Enrollment Provision, see
Question 7.
16. What if a Participant has more than one account?
-----------------------------------------------
For the purpose of the limitations discussed in the preceding
Question 15, the Company may aggregate all reinvestment dividends and
Cash Investments for Participants with more than one account using
the same Social Security or Taxpayer Identification Number. However,
if you have multiple holdings in your own name and through nominees,
a separate Authorization Form must be submitted for each holding.
See the last paragraph of Question 9. For Participants unable to
supply a Social Security or Taxpayer Identification Number, their
participation may be limited by the Company to only one Plan account.
For the purpose of such limitations, all Plan accounts which the
Company believes to be under common control or management or to have
common ultimate beneficial ownership may be aggregated. Unless the
Company has determined that reinvestment of dividends and Cash
Investments for each such account would be consistent with the
purposes of the Plan, the Company will have the right to aggregate
all such accounts and to return, without interest, within 30 days of
receipt, any amounts in excess of the investment limitations
applicable to a single account received in respect of all such
accounts.
17. How are waivers of the $3,000 monthly maximum on Cash
Investments obtained?
------------------------------------------------------
REQUEST FOR WAIVER. Cash Investments in excess of $3,000 per
month may be made only pursuant to a written request for waiver (a
"Request for Waiver") accepted by the Company. To submit a Cash
Investment in excess of $3,000 for any monthly period, a Participant
must submit a written Request for Waiver no later than two business<PAGE>
<PAGE>
days prior to the Cash Due Date for such Cash Investments. It is
within the Company's sole discretion whether to grant a waiver. In
deciding whether to approve such a request, the Company will consider
relevant factors including, but not limited to (a) whether shares for
the Plan are being acquired from the Company or purchased on the open
market, (b) the Company's need for additional funds, (c) the
attractiveness of obtaining such funds by the sale of Class B Stock
as compared to other sources of funds, (d) the Purchase Price likely
to apply to any sale of Class B Stock, (e) the Participant submitting
the request, including the extent and nature of such Participant's
prior participation in the Plan, and the number of shares of Common
Stock held by such Participant, and (f) the aggregate amount, if any,
of Cash Investments in excess of the allowable maximum amounts for
which requests have been submitted by all Participants. If such
requests are submitted for any monthly period for an aggregate amount
in excess of the amount the Company is willing to accept, the Company
may honor such requests in order of receipt, pro rata or by any other
method which the Company determines to be appropriate in its sole
discretion.
To obtain a Request for Waiver form and instructions for
completing and returning the form, please contact the Company at
(800) 299-3150.
The Plan may be used by the Company to raise additional capital
through the sale each month of all or a portion of the shares
purchased under the Plan to Participants (including brokers or
dealers) who, in connection with any resales of such shares, may be
deemed to be underwriters. The Plan is intended for the benefit of
long term investors in the Company and not for persons who engage in
transactions which may cause aberrations in the price or trading
volume of Common Stock. See "Plan of Distribution". The Company
reserves the rights to modify, suspend or terminate participation in
the Plan by otherwise eligible Participants in order to eliminate
practices which are not consistent with the purposes of the Plan.
THRESHOLD PRICE. The Company may establish for any Pricing
Period a minimum price (the "Threshold Price") for Participants
desiring to make Cash Investments in excess of $3,000 per month made
pursuant to written Requests for Waiver. The Company will, at least
three business days prior to each Cash Due Date, determine whether to
establish a Threshold Price and, if a Threshold Price is established,
its amount, and will so notify the Administrator. The determination
whether to establish a Threshold Price and, if a Threshold Price is
established, its amount will be made by the Company at its discretion
after a review of current market conditions, the level of
participation in the Plan, and current and projected capital needs.
A Threshold Price established for any Pricing Period will be a
stated dollar amount that the average of the high and low sale prices
of the Class B Stock on the NMS or, in the event the Class B Stock
becomes listed on the NYSE, on the NYSE, for each Trading Day of the
relevant Pricing Period must equal or exceed. In the event that the
Threshold Price is not met for a Trading Day in the Pricing Period
(see Question 13), then that Trading Day and all trading prices for
that day will be excluded from the Pricing Period and the
determination of the Purchase Price.
<PAGE>
<PAGE>
Each Trading Day of a Pricing Period for which the Threshold
Price is not met will cause the return of a portion of your Cash
Investment. The returned amount will equal one-twelfth of the total
amount of the Cash Investment for each Trading Day that the Threshold
Price is not met. Thus, for example, if the Threshold Price is not
met for three Trading Days, 3/12 (i.e., 25%) of your Cash Investment
will be returned without interest to you.
THE THRESHOLD PRICE AND RETURN PROCEDURE DISCUSSED ABOVE APPLY
ONLY TO CASH INVESTMENTS MADE PURSUANT TO WRITTEN REQUESTS FOR
WAIVER, BUT NOT MONTHLY CASH INVESTMENTS OF $3,000 OR LESS OR
REINVESTMENTS OF DIVIDENDS. SETTING A THRESHOLD PRICE FOR ANY
PRICING PERIOD SHALL NOT AFFECT THE SETTING OF A THRESHOLD PRICE FOR
ANY SUBSEQUENT PRICING PERIOD.
For any particular month, the Company may waive its right to set
a Threshold Price for Cash Investments that exceed $3,000. Neither
the Company nor the Administrator shall be required to provide any
written notice to Participants as to the Threshold Price for any
Pricing Period. Participants may ascertain whether the Threshold
Price applicable to a given Pricing Period has been set or waived, as
applicable, by telephoning the Company at (800) 299-3150.
DISCOUNTS
- ---------
18. When and how will Discounts be established.
------------------------------------------
DISCOUNTS. Each month, at least three business days prior to
the applicable Cash Due Date, the Company may establish a discount
from the Purchase Price that otherwise would be applicable. Such
discount (the "Discount") may range up to 5% of the Purchase Price as
otherwise determined under the Plan, and may vary each month. The
Discount will be established in the Company's sole discretion after a
review of current market conditions, the level of participation in
the Plan, and current and projected capital needs.
A Discount may apply from time to time, in the Company's sole
discretion, to any one or more of the following groups of
Participants: (a) those who make no Cash Investments and reinvest
only dividends, (b) those who make Cash Investments in the $50 to
$3,000 range, and (c) those who make Cash Investments in excess of
$3,000 pursuant to a Request for Waiver. The Discount will apply
uniformly during each month for all Participants within any category,
but it may vary from 0% to 5% among categories; provided, that the
Company may establish levels of purchases within category (c) with
different Discounts to apply to purchasers at different levels (which
will apply uniformly within each level).
Participants may ascertain the Discount applicable to the next
Pricing Period by telephoning the Company at (800) 299-3150. Setting
a Discount for a particular month will not affect the setting of a
Discount for any subsequent monthly purchase.
<PAGE>
<PAGE>
CERTIFICATES
- ------------
19. Will certificates be issued for share purchases?
-----------------------------------------------
All Plan Shares and all Class B Stock deposited for safekeeping
with the Administrator pursuant to Question 20 will be held together
in the name of the Administrator or its nominee. This service
protects against the loss, theft and destruction of certificates.
Upon written request, the Administrator will have certificates issued
and delivered to you for any full shares credited to your account.
Certificates will be issued only in the same names as those enrolled
in the Plan. In no event will certificates for fractional shares be
issued.
20. May a Participant add shares of Common Stock to his or her account
by transferring stock certificates that the Participant possesses?
---------------------------------------------------------------
You may send to the Administrator for safekeeping all the Class
B Stock certificates which you hold. Shares of Class B Stock
deposited with the Administrator for safekeeping which are not
Participating Shares are referred to herein as "Safekeeping Shares."
The Plan will hold the shares purchased for a Participant, and any
shares deposited by the Participant with the Plan for safekeeping,
until the Participant terminates participation in the Plan. The
safekeeping of shares offers the advantage of protection against
loss, theft or inadvertent destruction of certificates as well as
convenience if and when shares are sold through the Plan. All shares
represented by such certificates will be kept in safekeeping in "book
entry" form and will be combined with any full and fractional shares
then held by the Plan for the Participant. ALL DIVIDENDS ON SHARES
HELD BY THE PLAN UNDER THE SAFEKEEPING SERVICE, WHICH SHARES HAVE
BEEN DESIGNATED AS PARTICIPATING SHARES, WILL BE REINVESTED FOR THE
PARTICIPANT. ALL DIVIDENDS ON SAFEKEEPING SHARES WILL BE PAID TO THE
PARTICIPANT IN CASH, AND WILL NOT BE REINVESTED THROUGH THE PLAN.
To deposit certificates for Class B Stock for safekeeping under
the Plan, you must transmit the certificates to the Administrator.
Stock certificates as well as all written inquiries about the
safekeeping service should be directed to the Administrator. See
Question 5. The Participant will bear the risk of the means of
transmission selected. It is recommended that certificates be sent
by registered mail or a reliable courier service.
Certificates for either Participating Shares or Safekeeping
Shares that have been deposited with the Administrator may be
withdrawn by the Participant by submitting a written request to the
Administrator.
Certificates for Class A Stock will not be accepted for
safekeeping by the Administrator, even if such shares are
Participating Shares.
<PAGE>
<PAGE>
SALE OF SHARES
- --------------
21. Can Participants sell shares held under the Plan?
------------------------------------------------
Following receipt of written instructions from you, the
Administrator will sell some or all of your Plan Shares or your
Safekeeping Shares and will remit to you a check for the proceeds of
such sale, less your share of brokerage commissions, service charges
and any applicable taxes. Prior written instructions from the
Participant must be received at least 48 hours preceding the sale.
Shares will be sold at least once per week in routine open market
transactions by the Administrator at then current market prices in
transactions carried out through one or more brokerage firms.
This procedure for selling shares may be particularly attractive
to holders of small amounts of the Class B Stock, because the Plan
can combine odd lots and small numbers of shares into larger blocks
to be sold, and thereby take advantage of lower brokerage costs than
might otherwise be available to individual Participants in the sale
of their shares. The Administrator will impose an administrative
charge in connection with sales which will be deducted from proceeds
of the sale paid to the Participant.
Notwithstanding the foregoing, if there are any legal
restrictions on or limitations on a Participant's right to sell
shares publicly (e.g., because the Participant is a controlling
person of the Company), the Administrator will not be obligated to
sell such shares.
REPORTS
- -------
22. What reports will be sent to Participants?
-----------------------------------------
Unless you are participating in the Plan through your broker,
bank or other nominee, you will receive from the Administrator a
detailed statement of your Plan account following each dividend
payment and account transaction. These detailed statements will show
total cash dividends received, total Cash Investments received, total
shares purchased (including fractional shares), price paid per share,
and total shares held by you in the Plan. These statements should be
retained by you to determine your tax cost basis for shares
purchased. If you are participating in the Plan through your broker
or other nominee, you should contact such entity regarding a
statement of your interests in the Plan.
<PAGE>
<PAGE>
WITHDRAWAL
- ----------
23. How may Participants withdraw from the Plan?
-------------------------------------------
You may terminate your enrollment in the Plan by giving written
notice to the Administrator, and thereafter all dividends will be
sent to you or to the nominee through which your shares are held. In
order to terminate participation prior to the usual dividend payment
dates in March, June, September or December, written notice must be
received by the Record Date for each such quarterly dividend, which
Record Date may be in the preceding month. Upon termination, stock
certificates for any full shares will be issued in the Participant's
name or, upon receipt of written instructions, shares will be sold
for the Participant. See Questions 19 and 21. Any fractional shares
held in the Plan at the time of termination will be converted to cash
on the basis of the then current market price of the Class B Stock.
NO SALES OR WITHDRAWALS WHICH WILL RESULT IN A PARTICIPANT'S PLAN
ACCOUNT BEING REDUCED TO ZERO WILL BE EXECUTED BETWEEN A DIVIDEND
RECORD DATE AND THE FOLLOWING DIVIDEND PAYMENT DATE.
24. Will participation end automatically on the Participant's death
or incompetence?
----------------------------------------------------------------
Participation in the Plan will not terminate automatically upon
the death or incompetence of the Participant, even if the Company or
the Administrator is aware of such event. However, the Participant's
legal representative or successor may terminate further participation
in the Plan at any time.
FEDERAL TAXES
- -------------
25. What are the principal federal income tax consequences of
participating in the Plan?
---------------------------------------------------------
A Participant will be treated as having received dividend income
equal to the fair market value on the Investment Date of shares
acquired from the Company with reinvested dividends on the
Participant's Participating Shares, plus the amount of any fee
charged by the Administrator that is subtracted from the amount
reinvested. For this purpose, the fair market value of shares of
Class B Stock acquired through the Plan will be equal to the average
of the high and low sale prices of shares of Class B Stock on the
Investment Date. The fair market value on the Investment Date may
differ from the Purchase Price (which is used to determine the number
of shares acquired). In the case of shares acquired on the open
market with reinvested dividends, a Participant will be treated as
having received dividend income equal to the sum of the Purchase
Price of the shares, the amount of any fee charged by the
Administrator that is subtracted from the amount reinvested, plus the
Participant's share of any brokerage fees paid by the Company. Thus,
a Participant recognizes dividend income even though these amounts <PAGE>
<PAGE>
are not actually received by the Participant in cash, but are applied
to the purchase of shares for the Participant's Plan account. In the
case of corporate shareholders, dividends received under the Plan may
be eligible for the dividends-received deduction.
A Participant's tax basis in the shares acquired with reinvested
dividends will include any amount the Participant is treated as
having received as a dividend reduced by the amount of any fee
charged by the Administrator. Generally, a Participant may deduct
the fee charged by the Administrator in the year paid, provided that
in the case of a Participant who is an individual, such Participant
itemizes deductions on his federal income tax return for such year.
The holding period for such shares will begin the day after the date
that the shares are purchased.
Upon the purchase of shares from the Company with a Cash
Investment, Participants who currently own Common Stock will be
treated as having received dividend income in an amount equal to the
excess, if any, of the fair market value of the shares acquired on
the Investment Date over the Cash Investment. Upon the purchase of
shares on the open market with a Cash Investment, Participants who
currently own Common Stock will be treated as having received
dividend income in an amount equal to the sum of any Discount plus
the Participant's share of any brokerage fees paid by the Company.
Shares purchased with a Cash Investment will have a tax basis equal
to the sum of the Cash Investment plus any amount the Participant is
treated as having received as a dividend. The fair market value on
an acquisition date may differ from the Purchase Price (which is used
to determine the number of shares acquired). A Participant's holding
period in such shares will begin on the day after the date the shares
are purchased.
When a Participant receives certificates for whole shares that
were credited to the Participant's Plan account, the Participant will
not realize any taxable income. However, a Participant who receives
a cash adjustment for a fraction of a share may realize gain or loss
with respect to such fraction equal to the difference between the
cash adjustment and the Participant's tax basis in such fraction.
Gain or loss may also be realized by the Participant when whole
shares are sold, either pursuant to the Participant's request upon
withdrawal from the Plan or by the Participant after withdrawal from
the Plan. The amount of such gain or loss will be the difference
between the amount realized by the Participant for the shares and the
Participant's tax basis in the shares. Such gain or loss generally
will be capital gain or loss if the shares disposed of were held as
capital assets by the Participant, and will be long-term capital gain
or loss if the shares disposed of were held for more than one year at
the date of sale.
A Participant (other than certain exempt shareholders who
establish the exemption to the Administrator's satisfaction,
including among others, all corporations and certain foreign
individuals and entities) may be subject to 31% backup withholding on
dividend income or proceeds from the sale of fractional or whole
shares held in the Plan unless the Participant provides to the
Administrator its federal taxpayer identification number or social
security number (TIN). Backup withholding may also apply if the IRS<PAGE>
<PAGE>
notifies the Company of under reporting of interest or dividend
income by the Participant. If withholding is required on dividend
income, the Administrator will reinvest dividends net of the amount
of tax withheld. In order to avoid backup withholding, a Participant
must provide the Administrator with the Participant's correct TIN on
Form W-9 or a substitute Form W-9 provided by the Administrator (or
Form W-8, Certificate of Foreign Status, with respect to certain
foreign Participants). Copies of these forms may be obtained from
the Administrator.
In the case of those foreign Participants whose dividends are
subject to U.S. income tax withholding, the amount of the tax to be
withheld will be deducted from the amount of dividends available to
be reinvested under the Plan.
The foregoing discussion is a summary of the principal federal
income tax consequences of participating in the Plan and does not
constitute tax advice. This summary is based on the current state of
federal law and does not take into account possible changes in such
law. Any such changes may have retroactive effect and may adversely
affect the discussion in this summary. This summary does not address
the special tax consequences that may be applicable to certain
Participants subject to special tax treatment (including tax-exempt
organizations, broker dealers, and foreign shareholders).
Participants should consult with their own tax advisors for further
information with respect to the federal, foreign, state or local tax
consequences of participation in the Plan.
OTHER PROVISIONS
- ----------------
26. What happens if a Participant disposes of or acquires additional
shares of stock?
----------------------------------------------------------------
The following discussion relates to the class or classes of
Common Stock with respect to which a Participant has elected to
participate in the Plan. Participants who own both Class B Stock
outside of the Plan and Class A Stock should review Question 9.
If a Participant has elected to have all dividends automatically
invested in the Plan and subsequently sells or transfers all or any
part of the shares registered in the Participant's name, automatic
investment will continue as long as there are shares registered in
the name of the Participant or held for the Participant in the Plan
by the Administrator (subject to the Minimum Participation
requirement described in Question 6) or until termination of
enrollment. Similarly, if a Participant has elected the "Full
Dividend Reinvestment" option under the Plan (see Question 9) and
subsequently acquires additional shares registered in the
Participant's name, dividends paid on such shares will automatically
be invested until termination of enrollment or until other
instructions are given. If, however, a Participant has elected the
"Partial Dividend Reinvestment" option and subsequently acquires
additional shares which are registered in the Participant's name,
dividends on such additional shares will not be invested
automatically under the Plan. See Question 9. If a Participant has
elected "Partial Dividend Reinvestment" and sells shares,<PAGE>
<PAGE>
reinvestment will continue on the full number of Participating Shares
as long as the Participant owns at least the number of Participating
Shares previously specified, or on the number of shares the
Participant continues to own, if the Participant owns less than the
number previously specified. .
27. May shares in the Plan be pledged?
----------------------------------
Shares in the Plan may not be pledged and any purported pledge
will be void. If you wish to pledge such shares, you must first
withdraw them from the Plan.
28. How will a Participant's shares be voted?
----------------------------------------
Class B Stock does not have voting rights generally, and is
entitled to vote only under very limited circumstances. The
following provisions apply to Class B Stock only in those
circumstances. In connection with the exercise of shareholder voting
rights, each Participant will receive proxy materials enabling the
Participant to vote the Common Stock held by the Participant directly
and the Common Stock held for the Participant's account by the
Administrator. All shares held by the Administrator will be voted as
designated by the Participant on the proxy card. If a Participant
does not vote by proxy or in person and does not otherwise instruct
the Plan to the contrary, stock held for the Participant's account by
the Administrator will not be voted.
If the Participant owns Class B Stock not deposited with the
Administrator, the Participant will vote those shares in the normal
manner, even if they are Participating Shares; the Administrator will
not be involved in the voting of such shares.
29. Who pays the expenses of the Plan?
----------------------------------
There are no brokerage commissions or service charges on shares
purchased from the Company for a Participant's account. Brokerage
fees on shares purchased on the open market for a Participant's
account will be paid by the Company and, for tax purposes, these fees
will be considered as additional dividend income to the Participants.
All costs of administering the Plan will be paid by the Company,
except as stated below and except for brokerage commissions in
connection with sales under the Plan and the costs of any broker,
bank or other nominee (other than the Administrator) which holds
shares on behalf of a Participant. When full or fractional shares
are sold for a Participant's account, the Plan will first deduct any
applicable brokerage commissions and taxes before remitting the
balance to the Participant.
The Administrator will charge nominal fees for various services
including, but not limited to, sales of shares, preparing
transcripts of accounts (in addition to normal monthly statements)
and other special requests. These charges must be borne by
Participants. A fee schedule is available from the Administrator.
<PAGE>
<PAGE>
30. What are the responsibilities of the Company and the
Administrator under the Plan?
-----------------------------------------------------
Neither the Company nor the Administrator has any duties,
responsibilities or liabilities except those expressly set forth in
the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE
A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED FOR A
PARTICIPANT UNDER THE PLAN.
31. What happens if the Company issues a stock dividend or declares
a stock split or makes a rights offering?
---------------------------------------------------------------
Any Class B Stock distributed by the Company as a result of a
stock dividend or a stock split on Plan Shares or Safekeeping Shares
held under the Plan for a Participant will be credited to the
Participant's account as additional Plan Shares or Safekeeping
Shares, respectively.
With respect to shares issued through stock dividends or splits
on Participating Shares not held by the Administrator: (a) if the
Participant has elected the Full Dividend Reinvestment option (see
Question 9), the newly issued shares will become Participating Shares
automatically, and (b) if the Participant has elected the Partial
Dividend Reinvestment option (see Question 9), the newly issued
shares will not become Participating Shares unless the Participant
subsequently enrolls such shares under the Plan.
In the event that the Company makes rights available to holders
of its Class B Stock to purchase additional shares or other
securities, the rights issuable with respect to the Plan Shares and
Safekeeping Shares will be distributed directly to the Participants,
who will be free to exercise or otherwise dispose of the rights. If
a Participant has elected the Full Dividend Reinvestment option, any
Class B Stock acquired by him on the exercise of rights will become
Participating Shares automatically. If a Participant has elected the
Partial Dividend Reinvestment option, any Class B Stock acquired by
the exercise of rights will not become Participating Shares unless
the Participant subsequently enrolls such shares under the Plan.
32. May the Plan be changed or terminated?
--------------------------------------
The Company intends the Plan to continue indefinitely. However,
the Company reserves the right to amend, modify, suspend or terminate
the Plan at any time. Participants will be notified in writing of any
material changes in the Plan.
<PAGE>
<PAGE>
USE OF PROCEEDS
- ---------------
The proceeds to the Company from Class B Stock sold by it
pursuant to the Plan will be used for general corporate purposes.
INDEMNIFICATION UNDER THE SECURITIES ACT
- ----------------------------------------
Except in limited circumstances, the Company is required by
provisions in its Restated Certificate of Incorporation to indemnify
its directors and officers against liability incurred by them as a
result of their service in those capacities. Insofar as
indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
COMMON STOCK DIVIDEND AND PRICE RANGE
The Company has paid quarterly cash dividends on its Class A
Stock and its Class B Stock for each full quarter since the third
quarter of 1989 and the second quarter of 1992, respectively. Such
dividends (adjusted for a three-for-two stock split in October 1993)
were paid as follows since the beginning of 1993.
<TABLE>
<S> <C> <C>
Year Class A Class B
---- ------- -------
1993 First Quarter $0.033 $0.040
Second Quarter 0.042 0.050
Third Quarter 0.042 0.050
Fourth Quarter 0.05 0.06
1994 First Quarter 0.05 0.06
Second Quarter 0.05 0.06
Third Quarter 0.05 0.06
Fourth Quarter 0.067 0.08
1995 First Quarter 0.067 0.08
Second Quarter 0.067 0.08
Third Quarter 0.067 0.08
Fourth Quarter 0.09 0.108
1996 First Quarter 0.09 0.108
/TABLE
<PAGE>
<PAGE>
The following table shows the high and low sales prices of the
Company Class B Stock as reported on the NMS:
Year High Low
---- ---- ---
1994 Third Quarter $34.75 $26.50
Fourth Quarter 30.50 23.25
1995 First Quarter 32.25 24.50
Second Quarter 38.75 30.75
Third Quarter 42.50 36.00
Fourth Quarter 45.00 35.13
1996 First Quarter
through March
---
The last reported sale price of Class B Stock on the NMS on
March 14, 1996 was $44.00 per share.
The price of the Company's stock varies over time and neither
the price of the stock nor any dividends thereon are guaranteed by
the Administrator, the Company, any governmental authority or
otherwise.
PLAN OF DISTRIBUTION
- --------------------
In connection with the administration of the Plan, the Company
may be requested to approve Cash Investments in excess of the
allowable maximum amounts on behalf of Participants pursuant to
Requests for Waiver, including Participants engaged in the securities
business. In deciding whether to approve such a request, the Company
will consider relevant factors including, but not limited to whether
shares for the Plan are being acquired from the Company or purchased
on the open market, the Company's need for additional funds, the
attractiveness of obtaining such funds by the sale of Class B Stock
in comparison to other sources of funds, the purchase price likely to
apply to any sale of Class B Stock, the Participant submitting the
request, including the extent and nature of such Participant's prior
participation in the Plan, the number of shares of Common Stock held
of record by such Participant, and the aggregate amount, if any, of
Cash Investments in excess of the allowable maximum amounts for which
requests have been submitted by all Participants.
Persons who acquire shares of Class B Stock through the Plan and
resell them shortly before or after acquiring them (including
coverage of short positions), under certain circumstances, may be
participating in a distribution of securities that would require
compliance with Rule 10b-6 under the Exchange Act and may be
considered to be underwriters within the meaning of the Securities
Act. The Company will not extend to any such person any rights or
privileges other than those to which it would be entitled as a
Participant, nor will the Company enter into any agreement with any<PAGE>
<PAGE>
such person regarding such person's purchase of such shares or any
resale or distribution thereof. The Company may, however, approve
requests for waiver by such persons in excess of the $3,000 monthly
maximum on Cash Investments. If such requests are submitted for any
Investment Date for an aggregate amount in excess of the amount the
Company is willing to accept, the Company may honor such requests in
order of receipt, pro rata or by any other method which the Company
determines to be appropriate in its sole discretion.
LEGAL OPINION
- -------------
Gene Schneyer, Esquire, Vice President, Secretary and General
Counsel of the Company has rendered an opinion that any shares of
Class B Stock sold by the Company pursuant to the terms of the Plan
will be duly authorized, fully paid and non-assessable.
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.
GLOSSARY
- --------
The following terms used in this Prospectus shall have the
meanings set forth below unless the context otherwise requires:
"Administrator" shall mean Mellon Bank, N.A. or such successor
Administrator as the Company may designate.
"Authorization Form" shall mean the form by which a Participant
elects to enroll in the Plan, as described in Question 8.
"B/N Form" shall mean a Broker and Nominee Form which must be
supplied on behalf of Participants who own their shares through a
nominee, if the nominee holds the Participant's shares through a
securities depository and the Participant wishes to make Cash
Investments as discussed in Questions 8 and 14.
"Cash Due Date" shall mean the date which is the thirteenth
business day preceding each Investment Date.
"Cash Investments" shall mean optional investments of cash a
Participant may make in the Plan during any month, subject to a $50
minimum and a $3,000 maximum (unless the maximum is waived) on each
such monthly investment.
"Class A Stock" shall mean the Company's Class A Common Stock,
$.01 par value per share.<PAGE>
<PAGE>
"Class B Stock" shall mean the Company's Class B Common Stock,
$.01 par value per share.
"Commission" shall mean the Securities and Exchange Commission.
"Common Stock" shall mean collectively the Class A Stock and
Class B Stock.
"Company" shall mean Advanta Corp., a Delaware corporation.
"Discount" shall mean the discount, determined in accordance
with Question 18, from the Purchase Price otherwise applicable, that
may range up to 5% of the Purchase Price as otherwise determined
under the Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Full Dividend Reinvestment" shall mean one of the forms of
participation described in Question 9.
"Investment Date" shall mean the date on which an investment is
scheduled to be made, as described in Question 11.
"Minimum Participation" shall mean the minimum with respect to
the number of shares of Class A Stock or Class B Stock that must be
owned and that must participate in the Plan, as more fully described
in Question 6.
"NMS" shall mean the NASDAQ National Market System.
"NYSE" shall mean the New York Stock Exchange.
"Open Enrollment Provision" shall mean the provision that
permits non-shareholders to join the Plan by making a purchase of at
least $1,500 of Class B Stock as described in Question 7.
"Partial Dividend Reinvestment" shall mean one of the forms of
participation described in Question 9.
"Participant" shall mean a registered holder or beneficial owner
of Common Stock who elects to participate in the Plan.
"Participating Shares" shall mean the number of shares
designated by the Participant to participate in the Plan together
with the Participant's Plan Shares.
"Plan" shall mean the Company's Dividend Reinvestment and Stock
Purchase Plan that is contained in this prospectus.
"Plan Shares" shall mean whole and fractional shares of Class B
Stock which have been credited to a Participant's Plan account
(excluding Safekeeping Shares, which are not Participating Shares).
. "Pricing Period" shall mean the first 12 Trading Days
immediately preceding the applicable Investment Date as described in
Question 13.
<PAGE>
<PAGE>
"Purchase Price" with respect to Plan Shares issued by the
Company shall mean the price at which Plan Shares will be purchased
directly from the Company as described in Question 13, before the
application of any Discount; and " Purchase Price" with respect to
Plan Shares purchased on the open market shall mean the average
price, computed up to four decimal places if necessary, paid by the
Administrator, all as more fully described in Question 13, before the
application of any Discount.
"Record Date" shall mean the record date with respect to each
investment as described in Question 11.
"Request for Waiver" shall mean a request to waive the $3,000
per month maximum on Cash Investments, as described in Question 17.
"Safekeeping Shares" shall mean shares of Class B Stock
deposited with the Administrator for safekeeping that are not
Participating Shares, and the cash dividends thereon will not be
reinvested through the Plan. See Question 20.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Threshold Price" shall mean a minimum price established for any
Pricing Period for the purchase of shares with Cash Investments in
excess of $3,000 per month made pursuant to a written Request for
Waiver as described in Question 17.
"Trading Day" shall mean a day on which trades of Class B Stock
are reported on the principal market for the Class B Stock.
<PAGE>
APPENDIX I
----------
<TABLE>
<CAPTION>
(C) (D) (E)
THRESHOLD PRICE
AND DISCOUNT, "WAIVER"
IF ANY, REQUEST
CYCLE WILL BE SET BY; DUE DATE RECORD DATE
- ----- ----------------- ------------------ -----------------
<S> <C> <C> <C>
B APRIL 26, 1996 APRIL 29, 1996
A MAY 24, 1996 MAY 28, 1996 MAY 31, 1996
B JUNE 25, 1996 JUNE 26, 1996
B JULY 26, 1996 JULY 29, 1996
A AUGUST 26, 1996 AUGUST 27, 1996 AUGUST 30, 1996
B SEPTEMBER 26, 1996 SEPTEMBER 27, 1996
B OCTOBER 25, 1996 OCTOBER 28, 1996
A NOVEMBER 22, 1996 NOVEMBER 25, 1996 NOVEMBER 29, 1996
B DECEMBER 26, 1996 DECEMBER 27, 1996
B JANUARY 24, 1997 JANUARY 27, 1997
A MARCH 3, 1997 MARCH 4, 1997 MARCH 7, 1997
B MARCH 26, 1997 MARCH 27, 1997
<PAGE>
<PAGE>
(F) (G) (H)
CASH DUE PRICING PERIOD INVESTMENT
CYCLE DATE START DATE DATE
- ----- ----------------- ------------------ -----------------
<S> <C> <C> <C>
B MAY 1, 1996 MAY 2, 1996 MAY 20, 1996
A MAY 30, 1996 MAY 31, 1996 JUNE 18, 1996
B JUNE 28, 1996 JULY 1, 1996 JULY 18, 1996
B JULY 31, 1996 AUGUST 1, 1996 AUGUST 19, 1996
A AUGUST 29, 1996 AUGUST 30, 1996 SEPTEMBER 18, 1996
B OCTOBER 1, 1996 OCTOBER 2, 1996 OCTOBER 18, 1996
B OCTOBER 30, 1996 OCTOBER 31, 1996 NOVEMBER 18, 1996
A NOVEMBER 27, 1996 NOVEMBER 29, 1996 DECEMBER 17, 1996
B DECEMBER 31, 1996 JANUARY 2, 1997 JANUARY 20, 1997
B JANUARY 29, 1997 JANUARY 30, 1997 FEBRUARY 18, 1997
A MARCH 6, 1997 MARCH 7, 1997 MARCH 25, 1997
B APRIL 1, 1997 APRIL 2, 1997 APRIL 18, 1997
A. Cash Investments and reinvestment of cash dividends.
---
B. Cash Investments only.
C. The Threshold Price and the Discount, if any, will be
established three business days prior to the Cash Due Date.
D. Shareholders/Participants requesting "waiver," must submit by
this date, which is two business days prior to the Cash Due
Date.
E. The Record Date for dividend months (those indicated by the
letter "A" in the cycle column) will be established by the Board
of Directors.
F. The Cash Due Date will be the thirteenth business day
immediately preceding the Investment Date.
G. The Pricing Period will be the twelve consecutive Trading Days
ending on the Trading Day immediately preceding the Investment
Date.
<PAGE>
<PAGE>
H. The Investment Date will be the dividend payment date during a
month in which a cash dividend is paid, and in any other month
the 18th calendar day of such month; provided, however, if
either the dividend payment date or such 18th day falls on a
date when the NMS or NYSE, as applicable, is closed, the
Investment Date will be the next day on which the NMS is open.
</TABLE>
Unless further notice is given, the cycle in and future periods will
be the same as above, except that if any date listed above is not a
business day, the date will be deferred or advanced slightly.
U.S.EQUITY
MARKETS CLOSED IN 1996
----------------------
New Years Day January 1
Presidents Day February 19
Good Friday April 5
Memorial Day May 27
Independence Day July 4
Labor Day September 2
Thanksgiving Day November 28
Christmas Day December 25
<PAGE>
<PAGE>
Part II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following sets forth the expenses in connection with the issuance
and distribution of the Securities being registered:
Securities and Exchange Commission registration fee............. $22,757
Printing and Engraving.......................................... 15,000
Blue Sky fees and expenses...................................... 1,800
Legal fees and expenses......................................... 35,000
Accounting fees and expenses.................................... 5,000
Miscellaneous................................................... 5,443
-------
Total...................................................... $85,000
=======
The foregoing, except for the Securities and Exchange Commission
registration fee, are estimates.
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 Registrant provide that
Registrant shall indemnify any director, officer, employee or agent of
Registrant 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 Registrant may, by resolution,
indemnify any person other than a director, officer, employee or agent of
Registrant for liabilities incurred in connection with services rendered
for or at the request of Registrant or its subsidiaries. In addition,
consistent with Section 102 of the Delaware General Corporation Law,
Registrant's Certificate of Incorporation limits the personal liability of
Registrant's directors to Registrant or its stockholders for monetary
damages for certain breaches of fiduciary duty. Registrant maintains
director and officer liability insurance which would provide coverage
against certain securities law liabilities.
Item 16. Exhibits.
Item Description
- ---- -----------
3.3 Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.1 to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement Form S-3
(File No. 33-53475), filed June 10, 1994).
3.4 By-Laws of Registrant, as amended (incorporated by reference to
Exhibit 3.11 to Registrant's Current Report on Form 8-K dated
December 22, 1994, filed on the same date).
4.1 Specimen of Class B Common Stock Certificate (incorporated by
reference to Registrant's Form 8-A dated April 22, 1992).<PAGE>
<PAGE>
4.2 Certificate of Designations, Preferences, Rights and Limitations
of Advanta Corp.'s 6-3/4% Convertible Class B Preferred Stock,
Series 1995 (Stock Appreciation Income Linked Securities
(SAILS)) (incorporated by reference to Exhibit 4.3 to the
Registrant's Report on Form 8-K dated August 15, 1995).
5.1 Opinion and consent of Gene S. Schneyer, Vice President,
Secretary and General Counsel of Registrant, as to the legality
of the shares being offered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gene S. Schneyer, Vice President, Secretary and
General Counsel of Registrant (included in his opinion filed as
Exhibit 5.1 hereto).
24.1 Power of Attorney (set forth on signature page).
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;
(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;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to 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 amendment 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, each such post-effective amendment shall be
deemed to be a new registration statement relating to the Class B Stock
offered therein, and the offering of such Class B Stock 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 Class B Stock 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 the Registrant's annual reports pursuant to Section 13(a) or
15(d) of the Securities Exchange Act that is incorporated by reference in
this registration statement shall be deemed to be a new registration<PAGE>
<PAGE>
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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 March 18, 1996.
Advanta Corp.
By: /s/ Richard A. Greenawalt
-------------------------
Richard A. Greenawalt,President
and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis Alter, Richard A.
Greenawalt, William A. Rosoff, Alex W. Hart, John J. Calamari or David D.
Wesselink, and any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection herewith, with
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could so in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities with Registrant on March 18, 1996.
Signature Positions
--------- ---------
/s/ Dennis Alter Chairman of the Board and Director
- ---------------------------------
Dennis Alter
/s/ Alex W. Hart Chief Executive Officer and
- --------------------------------- Director (Principal Executive
Alex W. Hart Officer)
/s/ Richard A. Greenawalt President, Chief Operating Officer
- --------------------------------- and Director
Richard A. Greenawalt
/s/ William A. Rosoff Vice Chairman and Director
- ---------------------------------
William A. Rosoff
<PAGE>
<PAGE>
Signature Positions
--------- ---------
/s/ David D. Wesselink Senior Vice President and Chief
- --------------------------------- Financial Officer (Principal)
David D. Wesselink Financial Officer)
/s/ John J. Calamari Vice President, Finance, and Chief
- --------------------------------- Accounting Officer (Principal
John J. Calamari Accounting Officer)
/s/ Arthur P. Bellis Director
- ---------------------------------
Arthur P. Bellis
/s/ Max Botel Director
- ---------------------------------
Max Botel
/s/ Richard J. Braemer Director
- ---------------------------------
Richard J. Braemer
/s/ Anthony P. Brenner Director
- ---------------------------------
Anthony P. Brenner
/s/ William C. Dunkelberg Director
- ---------------------------------
William C. Dunkelberg
/s/ Robert C. Hall Director
- ---------------------------------
Robert C. Hall
/s/ Warren Kantor Director
- ---------------------------------
Warren Kantor
/s/ James E. Ksansnak Director
- ---------------------------------
James E. Ksansnak
<PAGE>
<PAGE>
Signature Positions
--------- ---------
/s/ Ronald J. Naples Director
- ---------------------------------
Ronald J. Naples
/s/ Phillip A. Turberg Director
- ---------------------------------
Phillip A. Turberg <PAGE>
<PAGE>
INDEX OF EXHIBITS
-----------------
Item Description Page No.
- ---- ----------- --------
3.3 Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.1 to Pre-
Effective Amendment No. 1 to Registrant's Registration
Statement Form S-3 (File No. 33-53475), filed
June 10, 1994).
3.4 By-Laws of Registrant, as amended (incorporated by
reference to Exhibit 3.11 to Registrant's Current
Report on Form 8-K dated December 22, 1994, filed
on the same date).
4.1 Specimen of Class B Common Stock Certificate
(incorporated by reference to Registrant's
Form 8-A dated April 22, 1992).
4.2 Certificate of Designations, Preferences, Rights
and Limitations of Advanta Corp.'s 6-3/4%
Convertible Class B Preferred Stock, Series 1995
(Stock Appreciation Income Linked Securities (SAILS))
(incorporated by reference to Exhibit 4.3 to the
Registrant's Report on Form 8-K dated August 15, 1995).
5.1 Opinion and consent of Gene S. Schneyer,
Vice President, Secretary and General Counsel
of Registrant, as to the legality of the
shares being offered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gene S. Schneyer, Vice President,
Secretary and General Counsel of Registrant
(included in his opinion filed as Exhibit 5.1
hereto).
24.1 Power of Attorney (set forth on signature page).
Advanta Corporation
Four Horsham Business Center
300 Welsh Road
Horsham, PA 19044-2296
215-657-4000
EXHIBIT 5.1
-----------
March 18, 1996
Advanta Corporation
Five Horsham Business Center
300 Welsh Road
Horsham, PA 19044-2296
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 issuance by the Company of up to 1,500,000 shares of Class
B common stock, par value $.01 per share (the "Class B Common Stock")
pursuant to the Advanta Corp. Dividend Reinstatement and Stock Purchase
Plan (the "Plan"). I am familiar with the requirement of the Act and the
rules and regulations promulgated pursuant thereto. I have examined
originals or copies, certified or otherwise identified to my satisfaction,
of the Registration Statement, the Company's Restated Certificate of
Incorporation, as amended to date, the Company's By-Laws, as amended to
date, and such other corporate records and documents of the Company as I
have deemed necessary or advisable in connection with rendering this
option.
Based on the foregoing, it is my opinion that the Class B Common Stock has
been duly authorized and, when issued and delivered against receipt by the
Company of the consideration provided therefor under the Plan, will be
validly issued, fully paid and nonassessable.
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,
/s/ Gene S. Schneyer
- -----------------------------
Gene S. Schneyer
Vice President, Secretary and
General Counsel
EXHIBIT 23.1
------------
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.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Philadelphia, PA
March 18, 1996
<PAGE>
ADVANTA CORP.
-------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------------------------------
AUTHORIZATION AND ENROLLMENT FORM
---------------------------------
To participate in the Advanta Corp. Dividend Reinvestment and Stock
Purchase Plan please complete and sign the attached authorization form,
mark your investment option and return it in the enclosed envelope to the
Plan Administrator as indicated below:
If using ordinary mail: If using a courier service:
---------------------- --------------------------
Mellon Bank, N.A. Mellon Bank, N.A.
Shareholder Investment Service Shareholders Investment Service
P.O. Box 750 Commerce Court
Pittsburgh, PA 15230 4 Station Square, Third Floor
Pittsburgh, PA 15219
This form authorizes the enrollment of your account in the Plan. You may
also make cash investments from $50 to $3,000 per month to purchase
additional shares of Class B Stock. You may change or revoke your
enrollment in the Plan at any time by notifying Mellon Bank in writing.
THIS IS NOT A PROXY
-------------------
<PAGE>
<PAGE>
AUTHORIZATION FORM FOR
----------------------
ADVANTA CORP. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
-----------------------------------------------------------
In order to participate in the Advanta Corp. Dividend Reinvestment and
Stock Purchase Plan (the "Plan") you must complete the appropriate
sections of this attached form and return it in the enclosed envelope to
the Plan's Administrator at the address shown below. The form appoints
Mellon Bank, N.A. (the "Administrator"), as agent to invest, as indicated
thereon, the cash dividends paid on shares of Advanta Corp.'s Class A
Common Stock ("Class A Stock") and/or Class B Common Stock ("Class B
Stock") registered in your name for the purchase of whole and fractional
shares of Class B Stock under the terms and conditions set forth in the
Prospectus which accompanied this authorization form. The Prospectus
contains a glossary setting forth the definitions of certain capitalized
terms used in this form. By completing and signing this authorization
form, you certify that you have received the Prospectus and are a
registered owner of at least 25 shares of each class of stock which you
designate to participate in the Plan.
Please complete the appropriate sections below. If you wish to enroll
both Class A Stock and Class B Stock owned by you in the Plan for
reinvestment of cash dividends thereon, you must complete both the Class A
Stock section (either Box 1 or Box 2) and the Class B Stock section
(either Box 3 or Box 4) . If you return a signed form without selecting
an investment option, you will be enrolled as having selected Full
Dividend Reinvestment.
Check all boxes that are appropriate to your choice (5) and complete all
related blanks.
TO ENROLL
CLASS A STOCK: (Note: Dividends on shares of Class A Stock enrolled in
the Plan will be reinvested in CLASS B STOCK)
Box 1 / / FULL DIVIDEND REINVESTMENT - Please apply dividends on all
shares of CLASS A STOCK now or hereafter registered in my
name and all shares of Class B Stock credited to my Plan
account to the purchase of shares of Class B Stock.*
Box 2 / / PARTIAL DIVIDEND REINVESTMENT - Please apply dividends on
shares of CLASS A STOCK (must be a whole number)
--------- registered in my name and all shares of Class B
Stock credited to my Plan account to the purchase of shares
of Class B Stock.*
* Selection of this option will NOT include shares of Class B
Stock owned by you directly, but it will cover shares of
Class B Stock you acquire through the Plan.
<PAGE>
<PAGE>
TO ENROLL
CLASS B STOCK:
Box 3 / / FULL DIVIDEND REINVESTMENT - Please apply dividends on all
shares of CLASS B STOCK now or hereafter registered in my
name and all shares of Class B Stock credited to my Plan
account to the purchase of additional shares of Class B
Stock.
Box 4 / / PARTIAL DIVIDEND REINVESTMENT - Please apply dividends on
shares of CLASS B STOCK (must be a whole number)
------- registered in my name and all shares of Class B
Stock credited to my Plan account to the purchase of
additional shares of Class B Stock.
TO TRANSMIT CERTIFICATES TO BE HELD BY THE ADMINISTRATOR
FOR ENROLLED PARTICIPATING SHARES ONLY (OPTIONAL):
Box 5 / / TO TRANSMIT PARTICIPATING SHARES OF CLASS B STOCK TO BE
HELD FOR YOUR ACCOUNT - Please deposit the enclosed
certificate no. representing
----------- -------------
shares of Class B Stock in my Plan account. (Do NOT
endorse your share certificates.) NOTE: These shares will
be Participating Shares in the Plan and cash dividends
thereon will be reinvested in additional shares of Class B
Stock. If you have elected the Partial Dividend
Reinvestment option and the certificate is for a larger
number of shares than the number you have specified next to
Box 4, please communicate directly with the Administrator
for further instructions.
If you wish to deposit certificates for shares of Class B
Stock with the Administrator to be held in safekeeping
only, but without having the cash dividends on such shares
reinvested in additional Class B Stock, do not check Box 5.
Rather, check Box 6. ------------------
-------------------
TO TRANSMIT NON-ENROLLED CLASS B STOCK
CERTIFICATES FOR SAFEKEEPING:
Box 6 / / Please hold the enclosed certificate no.
representing shares of -----------
--------------
Class B Stock for my account for safekeeping. (Do NOT
endorse your share certificates) DIVIDENDS ON SAFEKEEPING
SHARES WILL NOT BE REINVESTED. If you wish your shares to
participate in the Plan (with the dividends thereon
reinvested) and you also wish the Administrator to hold
your certificates, use Box 5 and do not use this Box.
<PAGE>
<PAGE>
CASH INVESTMENTS:
Box 7 / / Please authorize my account in the Cash Investment feature.
Investments will be at my option by investing cash from
time to time for the purchase of shares of Class B Stock.
I am aware that Cash Investments must not be less than $50
or more than $3,000 per calendar month and that unless Full
Dividend Reinvestment has been selected, dividends on
shares purchased with cash investments will not be
automatically reinvested. I will instruct the
Administrator as to how to transmit certificates for shares
purchased with Cash Investments. (Do not send funds for
Cash Investments until you have been advised that your
account has been authorized for Cash Investment.)
INITIAL PURCHASE:
Box 8 / / I wish to make my initial purchase of Class B Stock through
the Plan. My check made payable to Mellon Bank, N.A. in
the amount of $ is enclosed (must not be less
-----------
than $1,500 or more than $3,000).
I understand that I may modify or revoke this authorization
by instructing the Administrator in writing of my desire to
change or terminate my participation. No change will be
effective until your instructions are received by the
Administrator.
Date
--------------------------------------------
Shareholder
-------------------------------------
Shareholder
-------------------------------------
Sign name(s) exactly as shown on stock certificate or
as your account is registered. In case of joint
owners, each joint owner must sign. If authorization
is signed as attorney-in-fact, officer, administrator,
executor, trustee or guardian, indicate title as such.
THIS IS NOT A PROXY
-------------------<PAGE>
<PAGE>
ADVANTA CORP.
-------------
To participate in the Advanta Corp. Dividend Reinvestment and Stock
Purchase Plan please complete and sign the reverse side of this
authorization form, mark your investment option and return it in the
enclosed envelope to the Administrator as indicated below:
If using ordinary mail: If using a courier service:
---------------------- --------------------------
Mellon Bank, N.A. Mellon Bank, N.A.
Shareholder Investment Service Shareholders Investment Service
P.O. Box 750 Commerce Court
Pittsburgh, PA 15230 4 Station Square, Third Floor
Pittsburgh, PA 15219
This form authorizes the enrollment of your account in the Plan. You may
also make cash investments from $50 to $3,000 per month to purchase
additional shares of Class B Stock. You may change or revoke your
enrollment in the Plan at any time by notifying Mellon Bank in writing.
Please complete the following section with the name and address to which
Plan account statements should be sent:
--------------------------------------------
(Name)
--------------------------------------------
(Address)
--------------------------------------------
(City) (State) (Zip Code)
--------------------------------------------
(Social Security or Tax Identification No.)
THIS IS NOT A PROXY
-------------------
<PAGE>
<PAGE>
FOR YOUR RECORDS:
-----------------
Class A:
Full / /
Partial / / # of shares
-------------
Class B:
Full / /
Partial / / # of shares
-------------
Safekeeping: # of shares
-------------
Cash Investment: $
-------------
Initial Purchase: $
-------------
Sent: (Date)
------------------------
