SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3,1997
Advanta Corp.
(Exact name of registrant as specified in its charter)
Delaware________ 0-14120_ 23-1462070___
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number Identification
No.)
Welsh & McKean Roads, Spring House, Pennsylvania 19477___
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(215)657-4000
Former name or former address if changed since last report
<PAGE>
Item 5. Other Events
Company Announcements.
On December 3, 1997, Advanta Corp. (the "Company") announced
that it expects net after tax income from continuing
operations to be approximately $70 million in 1998. The
earnings will come from the Company's rapidly growing
mortgage and business services operations. As was
previously announced, Fleet Financial Group will acquire the
Company's consumer credit card business. The Company said
that it expects to earn approximately $60 million from the
Mortgage business and approximately $10 million from the
Business Services Group in 1998. Additionally, the Company
affirmed its expectation to earn approximately $1.50 per
share in 1997.
Going forward, the Company will focus on providing
innovative financial products and services to consumers and
small businesses. While 1998 will be a transitional year
with significant corporate restructuring, the Company will
be profitable while at the same time investing for future
growth. These restructuring activities will occur in the
first quarter of 1998. Transaction expenses and
restructuring charges as well as positive offsetting items
have the net effect of leaving the parent company in a
strong capital position and having $500 to $700 million in
cash after the stock repurchase to support growth in the
future. This level of cash is in addition to the cash
position at Advanta National Bank.
The Company announced on October 28, 1997 that it had
reached a definitive agreement with Fleet Financial Group
under which Fleet will acquire the Company's consumer credit
card business, and will combine it with Fleet's consumer
credit card business. The transaction is subject to
regulatory approval and is expected to close in early 1998.
The Company will seek shareholder approval. The preliminary
proxy statement has been filed with the Securities and
Exchange Commission (the "SEC"). Upon completion of the
proxy review by the SEC, the Company will distribute it to
all shareholders.
As previously reported, after the close of the transaction,
the Company intends to make a tender offer to repurchase
between $750 and $850 million of its common stock. The
Company presently expects the tender offer to be at a price
between $40 and $45 per share. Under the tender offer, the
Company intends to offer to purchase a number of shares of
Class A and Class B common stock all at the same price and
in the same proportion as the number of shares presently
outstanding, including all then exercisable and convertible
securities.
<PAGE>
This Report on Form 8-K contains forward-looking statements,
including but not limited to projections of future earnings,
that are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
projected. The most significant among these risks and
uncertainties are: (1) the Company's managed net interest
margin, which in turn is affected by the Company's success
in originating new credit card accounts, the receivables
volume and initial pricing of new accounts, the impact of
repricing existing accounts and account attrition, the mix
of account types and interest rate fluctuations; (2) the
level of delinquencies and charge-offs; (3) the rate of
prepayments; (4) the level of expenses; and (5) the timing
of the securitizations of the Company's receivables.
Earnings also may be affected by factors that affect
consumer debt, competitive pressures and the ratings on debt
of the Company and its subsidiaries. The transaction
described herein also may be affected by factors which
include the timing of closing as well as contingencies. The
proposed tender offer also may be affected by factors which
include the closing of the transaction and the price at
which the Company's stock is trading at the time of the
proposed tender offer. Additional risks that may affect
the Company's future performance are detailed in the
Company's filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form
10-K and its Quarterly Reports on Form 10-Q.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
20.1 Press Release of the Company, dated as of
December 3, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of l934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
Advanta Corp.
By:
/s/ Elizabeth H. Mai
Senior Vice President,
Secretary and General Counsel
December 3, 1997
<PAGE>
Index to Exhibits
Exhibit Description Page
20.1 Press Release of the Company, dated as of
December 3, 1997
<PAGE>
Exhibit 20.1
News Release
[ADVANTA LETTERHEAD]
97/13
Janet Point
Vice President, Investor Relations
(215) 444-5335
D'Arcy Rudnay
Vice President, Corporate Communications
(215) 444-5073
FOR IMMEDIATE RELEASE
ADVANTA EXPECTS 1998 EARNINGS TO BE APPROXIMATELY $70 MILLION
FROM CONTINUING OPERATIONS
SPRING HOUSE, PA, December 3, 1997-- Advanta Corporation
(NASDAQ: ADVNB; ADVNA) today announced that it expects net
after tax income from continuing operations to be
approximately $70 million in 1998. The earnings will come
from Advanta's rapidly growing mortgage and business services
operations. As was previously announced, Fleet Financial
Group will acquire Advanta's consumer credit card business.
The Company said that it expects to earn approximately $60
million from the Mortgage business and approximately $10
million from the Business Services Group in 1998.
Additionally, the Company affirms its expectation to earn
approximately $1.50 per share in 1997.
Advanta is the largest third-party servicer in the
nonconforming credit mortgage industry and is one of the
leading providers of nonconforming home equity loans to
consumers. The business services unit is one of the nation's
top five small-ticket equipment leasing companies.
"I am very proud of Advanta and confident about the future of
the Company," said Dennis Alter, Chairman and Chief Executive
Officer. "The approximately $650 million of capital and
equivalents we will have after the Fleet transaction and
after the tender offer will leave Advanta poised to maximize
on the leadership position that the mortgage and leasing
units enjoy in each of their markets. Clearly, these units
have been experiencing outstanding growth, and we expect that
performance to continue. Advanta will maximize and build on
its core competencies and historic business
success."
<PAGE>
Advanta Going Forward
Advanta will focus on providing innovative financial products
and services to consumers and small businesses. While 1998
will be a transitional year with significant corporate
restructuring, the Company will be profitable while at the
same time investing for future growth. These restructuring
activities will occur in the first quarter of 1998.
Transaction expenses and restructuring charges as well as
positive offsetting items have the net effect of leaving the
parent company in a strong capital position and having $500 to
$700 million in cash after the stock repurchase to support
growth in the future. This level of cash is in addition to
the cash position at Advanta National Bank.
The preliminary proxy statement has been filed with the
Securities and Exchange Commission (SEC) and is available for
review. However, the proxy is not indicative of the
financial operations going forward. Guidance for the ongoing
entity is provided in this release.
"Advanta is clearly differentiated from its competitors not
only by the diversity of its product and distribution
channels, but also by its access to stable funding from retail
deposits at Advanta National Bank and Advanta Financial Corp,
both FDIC-insured institutions," said David D. Wesselink,
Chief Financial Officer. "Moreover, ten years of experience
and demonstrated success with securitization places Advanta in
a class of its own. The recent $900 million Home Equity
securitization was Advanta Mortgage's largest ever and
reflects continued strong performance."
The Company said it will distinguish itself from its
competitors by:
Pursuing products which allow pricing for risk, cost
and value;
Building upon its inherent product strength and broad-
based sourcing channels through comprehensive branding and
multi-dimensional marketing strategies;
Aggressively managing collections and delinquencies;
and,
Operating from a stable and diverse funding base.
<PAGE>
Advanta Mortgage (APFS), with 1300 employees, has more than
tripled its size since September 1996 with managed and
serviced receivables increasing dramatically to $13.5
billion, as of September 30, 1997. The Company services $9.0
billion in mortgages on a contract-for-fee basis and is the largest
third-party servicer in the nonconforming credit mortgage
industry. Advanta Mortgage offers a broad range of services
to the home equity industry and has a wide scope and breadth
of product mix, including loan purchasing, securitizations
and contract-for-fee servicing. For the retail consumer, the
unit originates home equity loans and lines of credit via
direct marketing and through a national system of 50 branches
as well as utilizing conduit and broker services.
Advanta Mortgage is well-grounded and strongly positioned to
weather the financial challenges and competitive forces
facing the industry. Gain on sale, an accounting convention
required by FAS 125 for securitization, will represent less
than 50% of Mortgage revenues in 1998. In addition, the prepayment,
loss and servicing assumptions are reviewed regularly and
remain consistent with the performance of the portfolio.
Advanta Business Services, with 600 employees, is one of the
nation's largest small-ticket equipment leasing companies.
This unit provides unique financial services to small and
medium sized businesses through flexible lease financing
programs. The Company originates and services thousands of commercial
equipment leases through equipment dealers, manufacturers,
brokers and directly through end-users. As of September 30,
1997, lease receivables expanded to $595 million.
In addition to leases, this unit offers a credit card product
to the same market that utilizes its leasing products.
Receivables for the business credit card product at the end of
the 1997 third quarter totaled $606 million versus $231
million last year. This product is priced for risk, does not
carry an introductory rate and generally has an annual fee.
Loan originations and sales reached $379 million in the recent
third quarter, a 52% increase from their $248 million level in
last year's comparable period. Advanta Business Services
accesses funding via securitizations and consequently must
utilize gain on sale accounting. However, such gains will
represent less than 20% of revenues for the unit in 1998 and
employs conservative assumptions.
Mr. Alter said, "The strengths of the management teams in
mortgage and business services provide a strong foundation
for continued growth in earnings in the coming years. The
depth of management experience coupled with the superior
product mix and variety of marketing and sourcing channels
certainly differentiates Advanta in the market."
<PAGE>
Transaction Expected To Close in Early 1998
The Company announced on October 28, 1997 that it had
reached a definitive agreement with Fleet Financial Group
under which Fleet will acquire Advanta's consumer credit
card business, and will combine it with Fleet's consumer
credit card business.
The transaction is subject to regulatory approval and is
expected to close in early 1998. The Company will seek
shareholder approval. Upon completion of the proxy review by
the SEC, the Company will distribute it to all shareholders.
As previously reported, after the close of the transaction,
Advanta intends to make a tender offer to repurchase between
$750 to $850 million of Advanta common stock. The Company
presently expects the tender offer to be at a price between
$40 and $45 per share. Under the tender offer, the Company
intends to offer to purchase a number of shares of Class A
and Class B common stock all at the same price and in the
same proportion as the number of shares presently
outstanding, including all then exercisable and convertible
securities.
This Press Release contains forward-looking statements,
including but not limited to projections of future earnings,
that are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
projected. The most significant among these risks and
uncertainties are: (1) the Company's managed net interest
margin, which in turn is affected by the Company's success
in originating new credit card accounts, the receivables
volume and initial pricing of new accounts, the impact of
repricing existing accounts and account attrition, the mix
of account types and interest rate fluctuations; (2) the
level of delinquencies and charge-offs; (3) the rate of
prepayments; (4) the level of expenses; and (5) the timing
of the securitizations of the Company's receivables.
Earnings also may be affected by factors that affect
consumer debt, competitive pressures and the ratings on debt
of the Company and its subsidiaries. The transaction
described herein also may be affected by factors which
include the timing of closing as well as contingencies. The
proposed tender offer also may be affected by factors which
include the closing of the transaction and the price at
which the Company's stock is trading at the time of the
proposed tender offer. Additional risks that may affect
the Company's future performance are detailed in the
Company's filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form
10-K and its Quarterly Reports on Form 10-Q.
The attached supplemental information is part of this release.
<PAGE>
Advanta Corporation
Guidance Information For 1998
(dollars in billions, except for ratios and Net income figures)
Note: All data relates to the managed portfolio unless
otherwise noted
Beginning Receivables
Advanta Personal Finance Services $5.1 to $5.3
Mortgage Loans Serviced for Fee $9.0 to $9.3
Advanta Business Services $1.2 to $1.4
Ending Receivables
Advanta Personal Finance Services $7.6 to $8.0
Mortgage Loans Serviced for Fee $12.0 to $14.0
Advanta Business Services $1.5 to $1.8
Revenues (as a % of receivables)
Owned Net Interest Margin 1.50% to 2.00%
Advanta Personal Finance Services 2.80% to 3.00%
(excludes Contract-for-fee)
Servicing fee income 0.55% to 0.65%
Advanta Business Services 6.50% to 7.00%
Net Charge-off Ratios (in basis points)
Advanta Personal Finance Services 70 bp to 80 bp
Advanta Business Services 300 bp to 325 bp
Operating Expenses (as a % of receivables) 3.25% to 3.45%
Equity and Equivalents/Managed Assets 6.00% to 7.00%
Segment Net Income (dollars in millions)
Advanta Personal Finance Services Approx. $60
Advanta Business Services Approx. $10
Net Income (dollars in millions) Approx. $70
The quarterly earnings of the Company will vary particularly
with the level of securitization activity. The normal pattern
reflects growing earnings throughout the year with approximately
50% of annual earnings realized in the fourth quarter.
Note: The above information reflects the Company's good-faith
estimates of certain preliminary projected results for 1998.
This information is subject to various risks and uncertainties,
as described in the accompanying press release.
