SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205490
_________
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED], EFFECTIVE OCTOBER 7, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period
from ____________to _____________
COMMISSION FILE NUMBER 0-14120
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Advanta Corp. Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Advanta Corp.
Welsh and McKean Roads
P.O. Box 844
Springhouse, PA 19477-0849
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Committee which administers the Plan has duly caused this
annual report to be signed by the undersigned thereunto duly
authorized.
Advanta Corp.
Employee Savings Plan
Dated: June 25, 1997 By: /s/ David D. Wesselink
Member of the Committee Administering
the Plan
<PAGE>
Advanta Corp.
Employee Savings Plan
Index to Financial Statements and Schedules
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Assets Available for Benefits
as of December 31, 1996 and 1995
Statements of Changes in Assets Available for Benefits for the Years
Ended December 31, 1996, 1995 and 1994
Notes to Financial Statements
SCHEDULES:
I - Schedule of Assets Held for Investment Purposes as of
December 31, 1996.
II - Schedule of Reportable Transactions for the Year
Ended December 31, 1996.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Advanta Corp. Employee Savings Plan
Compensation Committee:
We have audited the accompanying statements of assets available for
benefits of Advanta Corp. Employee Savings Plan as of December 31,
1996 and 1995, and the related statements of changes in assets
available for benefits for each of the three years in the period ended
December 31, 1996. These financial statements and the schedules
referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets available for benefits of
the Plan as of December 31, 1996 and 1995, and the changes in its
assets available for benefits for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of Assets Held for Investment Purposes and Reportable
Transactions are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
Philadelphia, PA
June 25, 1997
<PAGE>
Advanta Corp.
Employee Savings Plan
Statements of Assets Available for Benefits
December 31,
1996 1995
Assets
Cash $ 330,491 $ 3,787
Investments (Note 4):
Managed Investment Funds
GIC 3,285,782 2,643,045
Strategic Balanced 3,915,136 3,251,772
Growth/Value 4,578,709 2,830,871
International Equity 2,462,285 1,555,747
Strategic Growth 6,405,667 4,059,743
Common Stock Fund (Advanta Corp.
Common Stock, Class A & B) 20,878,353 17,629,927
Employer Contribution Receivable 1,321,636 1,017,676
Participant Loans Receivable
(Note 2) 1,484,178 1,185,832
Total Assets Available for
Benefits $44,662,237 $34,178,400
The accompanying notes are an integral part of these statements.
<PAGE>
Advanta Corp.
Employee Savings Plan
Statements of Changes in Assets Available for Benefits
Year Ended December 31,
1996 1995 1994
Increases:
Interest & Dividend Income $ 347,389 $ 248,383 $ 211,560
Employee Contributions 4,882,761 3,614,587 2,780,130
Employer Contributions 2,545,390 1,974,929 1,553,086
Net Increase/(Decrease) in Fair
Market Value of Investments 4,116,079 7,115,383 (2,122,274)
Net Realized Gains on
Investments 333,596 537,769 (51,933)
12,225,215 13,491,051 2,370,569
Decreases:
Distributions to Participants 1,512,188 1,614,172 1,288,887
Investor Advisory and Trustee Fee 229,190 177,457 88,651
Net Increases 10,483,837 11,699,422 993,031
Assets Available for Benefits,
beginning of year 34,178,400 22,478,978 21,485,947
Assets Available for Benefits,
end of year $44,662,237 $34,178,400 $22,478,978
The accompanying notes are an integral part of these statements.
<PAGE>
Advanta Corp.
Employee Savings Plan
Notes to Financial Statements
December 31, 1996
(1) Description of Plan:
The Advanta Corp. Employee Savings Plan (the "Plan"), as amended, was
formed effective July 1, 1983 and is a defined contribution plan
available to all employees of Advanta Corp. (the "Company") and
subsidiaries, who have reached age 21 with one year of service. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
Participants may elect to defer a portion of their compensation before
certain taxes are deducted. The Company may elect to limit the maximum
percentage a participant may contribute to the extent it determines
that such limitation is necessary in order to comply with the rules for
plan qualification under Sections 401(a) and (k) of the Internal
Revenue Code. An eligible participant may elect to contribute up to
15% of his salary to the limits determined under Section 401 of the
Internal Revenue Code. The Company also makes discretionary
contributions to the Plan, a portion of which are made on a per pay
period basis, and the balance of which are made as of the end of the
Plan year. Such employer contributions are generally equal to a
percentage of each employee's contributions up to 5% of the employee's
compensation (as defined in the Plan). Total employer contributions in
each of the Plan years 1996, 1995, and 1994 were 100% of the first 5%
of employees' compensation contributed to the Plan.
The Company may make additional contributions to the Plan in proportion
to compensation for the Plan year among a selected participant group.
Such contributions shall equal the amount necessary to satisfy the
discrimination standards of Section 401 of the Internal Revenue Code.
Because contributions made under Section 401 can not be included in the
income of participants when made, they are fully taxable when
distributed unless rolled over into another qualified plan or
Individual Retirement Account (IRA). Participants are fully vested as
to employer and employee contribution accounts at all times. Employees
who terminate anytime during the year are not eligible for subsequent
employer contributions for that year.
The Plan participants may invest their contributions in the following
managed investment funds and in shares of the Company's Class A and
Class B common stock.
Guaranteed Investment Contract (GICs): This fund invests in
guaranteed investment contract (GICs) or in units of a collective
trust fund of another bank which is open to investments by qualified
trust institutions.
Strategic Balanced Portfolio: The fund seeks to provide long-
term growth and risk avoidance by managing a mix of bonds and stocks
of companies expected to demonstrate growth superior to the market
over the next several years.
<PAGE>
Growth Value: Securities selected for purchase for this fund
have large market capitalization trading liquidity and the potential
for strong earnings growth and in the view of the advisor are
currently undervalued relative to the prospects for particular
securities and equity markets in general.
International Equity Portfolio: This fund invests in the equity
securities of non-US companies in both mature and emerging economies
around the globe.
Strategic Growth Portfolio: This fund invests in companies that
are demonstrating accelerating earnings.
While it is the Company's intention to continue the Plan in operation
indefinitely, any termination of the Plan or discontinuance of
contributions will not result in the use or diversion of Plan assets
for any purposes other than the exclusive benefit of Plan participants
and their beneficiaries.
(2) Participant Loans:
As provided for in the Plan document, the Compensation Committee has
elected to make loans available to participants under certain specified
conditions. The principal amount of loans to participants may not
exceed the lesser of $50,000 (reduced by the maximum amount of such
loans outstanding anytime during the preceding year) or 50% of a
participant's accrued equity in the Plan. Participant loans are
generally limited to five years (or, in the case of a loan used to
finance the acquisition of a principal residence, fifteen years) and
bear an interest rate charged by commercial lenders for a comparable
loan on the date the loan request is approved. Participant loans are
collateralized by the participant's accrued equity in the Plan.
(3) Basis of Accounting:
The accompanying financial statements have been prepared using the
accrual basis of accounting.
(4) Use of Estimates:
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(5) Valuation of Assets:
Prior to April 1, 1994, Plan participants had the option of directing
their contributions and Company contributions among three investment
funds. The Money Market Fund invested in interest-bearing deposits of
Colonial National Bank USA, which, prior to April 1, 1994 was also
Trustee for the Plan, an indirect wholly-owned subsidiary of the Company.
<PAGE>
The Managed Mutual Fund invested in shares of Windsor II, a no-load mutual
fund which is part of The Vanguard Group of Investment Companies (not an
affiliate of the Company). The Common Stock Fund invests in shares of the
Company's Class "A" and Class "B" common stock. Such investments are
carried at market value (based on quoted market prices) in the accompanying
financial statements. The Money Market Fund was carried at cost which
approximates market.
Effective April 1, 1994, the Plan was amended. Pursuant to the
amendments to the Plan, Plan participants are no longer offered the
option of investing in the Money Market Fund or the Managed Mutual
Fund. Instead, Plan participants may invest their contributions and
Employer contributions in one or more of the following investment
options: any of five investment portfolios managed by investment
advisory firms selected by PW Trust Company, a subsidiary of Paine
Webber, Incorporated (a guaranteed investment contracts portfolio, a
strategic balanced portfolio, a growth value portfolio, an
international equity portfolio and a strategic growth portfolio) and
the Common Stock Fund. In addition, effective as of April 1, 1994, PW
Trust Company replaced Colonial National Bank USA as Trustee of the
Plan.
Separate accounts are maintained for each participant's equity in
employee contributions and Company matching contributions in each
investment fund. Investment gains and losses in each of the funds
described above were allocated to the participants in the ratio of each
participant's account balance to the total account balance in each
fund.
(6) Administrative Expenses:
All expenses of administration of the Plan and other fees incident to
the management of the Plan are paid for by the Company, except for
brokerage commissions, investment advisory fees, trustee fee and
transfer taxes.
(7) Realized/Unrealized Gains and Losses:
Unrealized investment gains and losses, which are reported as the net
increase/decrease in the fair market value of investments in the
accompanying financial statements, represent the net change in the
unrealized appreciation/depreciation in the investment portfolio from
the beginning to the end of the year.
<PAGE>
(8) Investments:
Investments held by the Plan at December 31, 1996 are summarized in
Schedule 1. The investments that represent more than 5% of net assets
are as follows:
1996 1995
GIC $ 3,285,782 $ 2,643,045
Strategic Balanced $ 3,915,136 $ 3,251,772
Growth/Value $ 4,578,709 $ 2,830,871
Strategic Growth $ 6,405,667 $ 4,059,743
Common Stock Fund $20,878,353 $17,629,927
International Equity $ 2,462,285 _
All investments are stated at fair market value on the statement of net
assets. Fair market value for the investments is based on quoted
market prices or dealer quotes. If a quoted market price is not
available, fair value is estimated using quoted market prices for
similar securities.
(9) Federal Income Taxes:
The Plan received a letter of favorable determination on December 30,
1994 from the Internal Revenue Service as to the qualification of the
Plan. Management believes the plan is in accordance with the Internal
Revenue Code, accordingly, no provision for income taxes has been made
in the accompanying financial statements.
(10) Distribution To Participants:
Distributions payable as of year-end 1996, 1995 and 1994 were $291,689,
$179,716 and $193,407 respectively.
<PAGE>
(11) Subsequent Events:
The Company announced after year end 1996 that a match for Plan year
1997 would be, at a minimum, 50% of the employee's contributions up to
5% of the employee's compensation (as defined in the Plan). New
investment options will be implemented on 7/1/97
The Advanta Corp. Common Stock Fund which consists of Class A and Class
B shares decreased from a market value per share of $42.93 and $41.47,.
respectively at December 31, 1996 to a market value per share of $33.56
and $32.13, respectively at June 25, 1997.
(12) Reconciliation to Form 5500:
The following reconciles the net assets available for benefits to the
net assets reported on the 1996 Form 5500.
1996 1995
Total Asset Available for Benefits $44,662,237 $34,178,400
Distributions Payable (291,689) (179,716)
Net Assets Per Line 31(L) Form 5500 $44,370,548 $33,998,684
<PAGE>
(13) The schedule of allocation of assets available for benefits to
investment funds as of December 31, 1996 and 1995 are as follows:
December 31, 1996
Strategic
Balanced Growth/
Assets Cash GIC Portfolio Value
Cash $ 330,491 $ 0 $ 0 $ 0
Investments:
Managed Investment
Funds 3,285,782
GIC 3,915,136
Strategic Balanced 4,578,709
Growth/Value
International Equity
Strategic Growth
Common Stock Fund
(ADVANTA Corp Common
Stock)
Employer Contribution
Receivable 102,781 159,100 181,204
Participant Loans
Receivable
Total Assets Available
For Benefits $330,491 $ 3,388,563 $4,074,236 $ 4,759,913
<PAGE>
(13) Continued
December 31, 1996
Participant
International Strategic Common Loans
Assets Equity Growth Stock Funds Receivable
Cash $ 0 $ 0 $ 0 $ 0
Investments:
Managed Investment
Funds
GIC
Strategic Balanced
Growth/Value 2,462,285 6,405,667
International Equity
Strategic Growth
Common Stock Fund
(ADVANTA Corp Common 20,878,353
Stock)
Employer Contribution
Receivable 110,936 281,640 485,975
Participant Loans
Receivable
1,484,178
Total Assets Available
For Benefits $2,573,221 $6,687,307 $21,364,328 $1,484,178
<PAGE>
(13) Continued
December 31, 1995
Strategic
Balanced Growth/
Assets Cash GIC Portfolio Value
Cash $ 3,787 $ 0 $ 0 $ 0
Investments:
Managed Investment
Funds 2,643,045
GIC 3,251,772
Strategic Balanced 2,830,871
Growth/Value
International Equity
Strategic Growth
Common Stock Fund
(ADVANTA Corp Common
Stock)
Interest Receivable
Employer Contribution
Receivable 79,447 118,538 117,815
Participant Loans
Receivable
Total Assets Available
For Benefits $ 3,787 $2,722,492 $3,370,310 $2,948,686
<PAGE>
(13) Continued
December 31, 1995
Participant
International Strategic Common Loans
Assets Equity Growth Stock Funds Receivable
Cash $ 0 $ 0 $ 0 $ 0
Investments:
Managed Investment
Funds
GIC
Strategic Balanced
Growth/Value 1,555,747
International Equity 4,059,743
Strategic Growth
Common Stock Fund
(Advanta Corp Common 17,629,927
Stock)
Interest Receivable
Employer Contribution
Receivable 90,481 201,611 409,784
Participant Loans
Receivable
1,185,832
Total Assets Available
For Benefits $1,646,228 $4,261,354 $18,039,711 $1,185,832
<PAGE>
(14) The schedule of allocation of plan income and changes in assets
available for benefits to investment funds for the years ended
December 31, 1996 and 1995 are as follows:
For the Year Ended December 31, 1996
Strategic
Balanced Growth/
Cash GIC Portfolio Value
Increases:
Interest & Dividend $ 9,110 $ 110 $ 163 $ 174
Income
Employee 0 405,330 620,088 643,633
Contributions
Employer 0 203,875 310,456 331,954
Contributions
Realized Gains on
Investments 0 4,035 (1,068) 19,534
Net Increase in
Fair Market Value of
Investments 0 162,772 305,258 710,759
9,110 776,122 1,234,897 1,706,054
Decreases:
Distributions to
Participants 371,358 184,829 131,636 161,922
Investor Advisory
and Trustee Fees 0 14,333 51,263 51,883
Net Increases (362,248) 576,960 1,051,998 1,492,249
Interfund Transfers 444,851 119,270 (321,515) 386,831
Net Loans Issued 244,101 (30,159) (26,557) (67,853)
Assets Available for
Benefits, beginning
of year 3,787 2,722,492 3,370,310 2,948,686
Assets Available for
Benefits, end of $330,491 $3,388,563 $4,074,236 $4,759,913
year
<PAGE>
(14) Continued
For the Year Ended December 31, 1996
Common Participant
International Strategic Stock Loans
Equity Growth Funds Receivable
Increases:
Interest & $ 133 $ 276 $ 219,473 $117,950
Dividend
Income
Employee 433,976 1,092,924 1,686,810 0
Contributions
Employer 211,750 527,377 959,978 0
Contributions
Realized Gains on 9,198 864 301,033 0
Investments
Net Increase in
Fair Market Value
of Investments 69,677 1,051,315 1,816,298 0
724,734 2,672,756 4,983,592 117,950
Decreases:
Distributions to
Participants 109,310 167,259 370,633 15,241
Investor Advisory
and Trustee Fees 28,472 74,843 8,396 0
Net Increases 586,952 2,430,654 4,604,563 102,709
Interfund 379,421 52,371 (1,061,229) 0
Transfers
Net Loans Issued (39,380) (57,072) (218,717) 195,637
Assets Available
for Benefits,
beginning of 1,646,228 4,261,354 18,039,711 1,185,832
year
Assets Available
for Benefits,
end of year $2,573,221 $6,687,307 $21,364,328 $1,484,178
<PAGE>
(15)
For the Year Ended December 31, 1995
Strategic
Balanced Growth/ International
Cash GIC Portfolio Value Equity
Increases:
Interest & Dividend $10,315 $ 467 $ 588 $ 549 $ 508
Income
Employee - 371,241 452,491 454,936 372,698
Contributions
Employer - 165,121 230,451 224,781 185,356
Contributions
Realized Gains on - 6,991 28,017 3,715 4,323
Investments
Net Increase in
Fair Market Value of
Investments - 169,929 698,054 609,403 139,005
10,315 713,749 1,409,601 1,293,384 701,890
Decreases:
Distributions to
Participants 336,950 108,113 86,410 102,604 71,129
Investor Advisory
and - 11,689 39,984 30,359 19,754
Trustee Fees
Net Increases (326,635) 593,947 1,283,207 1,160,421 611,007
Interfund Transfers 292,283 236,987 (57,678) 243,483 (142,448)
Net Loans Issued - (52,049) (13,817) 4,870 (8,088)
Assets Available for
Benefits, beginning
of year 38,139 1,943,607 2,158,598 1,539,912 1,185,757
Assets Available for
Benefits, end of $ 3,787 $2,722,492 $3,370,310 $2,948,686 $1,646,228
year
<PAGE>
(15) Continued
For the Year Ended December 31, 1995
Common Participant
Strategic Stock Loans
Growth Funds Receivable
Increases:
Interest & $ 870 $ 157,591 $ 77,498
Dividend Income
Employee 689,296 1,273,924 -
Contributions
Employer 376,516 792,703 -
Contributions
Realized Gains on 16,483 478,240 -
Investments
Net Increase in
Fair Market Value
of Investments 675,640 4,823,352 -
1,758,805 7,525,810 77,498
Decreases:
Distributions to
Participants 133,576 768,238 7,162
Investor Advisory
and Trustee Fees 50,547 25,124 -
Net Increases 1,574,682 6,732,448 70,336
Interfund 30,094 (602,721) -
Transfers
Net Loans Issued (15,675) (73,599) 158,358
Assets Available
for Benefits,
beginning of 2,672,253 11,983,583 957,138
year
Assets Available
for Benefits,
end of year $4,261,354 $18,039,711 $1,185,832
<PAGE>
SCHEDULE I
Advanta Corp.
Employee Savings Plan
EIN 23-1462070
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
Cost Market Value
Cash $ 330,491 $ 330,491
Managed Investment Funds
GIC: 173,961 shares, 3,334,449 3,285,782
Market value per share $18.88
Strategic Balanced: 279,213 shares, 3,847,384 3,915,136
Market value per share $14.02
Growth/Value: 170,224 shares, 3,598,430 4,578,709
Market value per share $26.90
International Equity: 172,901 2,773,569 2,462,285
shares,
Market value per share $14.24 6,761,594 6,405,667
Strategic Growth: 435,403 shares,
Market value per share $14.71
*Advanta Corp. Common Stock Fund 10,231,634 20,878,353
Class A: 120,718 shares,
market value $42.93 per share
Class B: 378,490 shares,
market value $41.47 per share
Participant Loans Receivable,
Bearing interest from 9 3/4% to 10% 1,484,178 1,484,178
$ 24,651,666 $ 43,340,601
* Party-in-interest to the Plan
<PAGE>
<TABLE>
ITEM 27D
<CAPTION>
Schedule II
Advanta Corp.
Employee Savings Plan
EIN 23-1462070
Item 27d- Schedule of Reportable Transactions
For The Year Ended December 31, 1996
Transactions set forth below are those which involve an amount in excess of 5% of
the market value of the Plan's assets at the beginning of the year.
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C> <C>
Current
Value of
Asset on
Identity Description Purchase Selling Cost Transaction Net Gain
of Party of Asset Price Price of Asset Date or (loss)
Strategic
Growth Mutual Fund 1,751,035 1,751,035 1,751,035
Advanta Corp.B Common Stock 3,145,359 3,145,359 3,145,359
Total $4,896,394 $4,896,394 $4,896,394
</TABLE>
Schedule II
(Continued)
Advanta Corp.
Employee Savings Plan
Item 27d - Schedule of Reportable Transactions
For Year Ended December 31, 1996
Transactions set forth below are those which involve an amount in
excess of 5% of the market value of the Plan's assets at the beginning
of the year.
Number of Cost
Transactions of Assets
Purchases:
Strategic Growth 39 1,751,035
Advanta Corp. Stock B 42 3,145,359
$4,896,394
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
1 Consent of Independent Public Accountants
<PAGE>
EXHIBIT I
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the
Company's previously filed Form S-8 Registration Statements File Nos.
33-10790, 33-47308, 33-50209 and 33-01681.
Philadelphia, PA
June 25, 1997
