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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
ADVANTA CORP.
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(NAME OF ISSUER)
ADVANTA CORP.
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(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK
CLASS A PURCHASE RIGHTS
CLASS B COMMON STOCK
CLASS B PURCHASE RIGHTS
DEPOSITARY SHARES EACH REPRESENTING ONE ONE-HUNDREDTH INTEREST IN A
SHARE OF 6 3/4% CONVERTIBLE CLASS B PREFERRED STOCK, SERIES 1995
(STOCK APPRECIATION INCOME LINKED SECURITIES (SAILS))
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(TITLES OF CLASSES OF SECURITIES)
007942 10 5
007942 11 3
007942 20 4
007942 12 1
007942 30 3
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(CUSIP NUMBERS OF CLASSES OF SECURITIES)
ELIZABETH MAI, ESQ.
WELSH AND MCKEAN ROADS, P.O. BOX 844
SPRING HOUSE, PENNSYLVANIA 19477
(215) 444-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
JAY A. DUBOW, ESQ.
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PA 19102-2678
JANUARY 20, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$850,012,904.00 $170,002.58
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount previously paid: $170,002.58 Filing party: Advanta Corp.
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Form or registration
no.: Schedule 13E-4 Date filed: January 20, 1998
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* 1/50 of one percent of an assumed purchase of an aggregate of 7,882,750 shares
of Class A Common Stock and 12,482,850 shares of Class B Common Stock at $40
per Share and 1,078,930 SAILS Depositary Shares at $32.80 per Share.
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This Amendment No. 2, the Final Amendment, amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") dated January
20, 1998 filed by Advanta Corp., a Delaware corporation. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the same
meaning as set forth in the Statement.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby supplemented and amended by adding the following
thereto:
The Company accepted for purchase 7,882,750 Class A Shares at $40 per
Share, representing approximately 44.80% of the Class A Shares tendered in the
Offer after the purchase of Class A Shares tendered by Odd Lot Holders,
12,482,850 shares of its Class B Shares at $40 per Share, representing
approximately 45.64% of the Class B Shares tendered in the Offer after the
purchase of Class B Shares tendered by Odd Lot Holders, and 1,078,930 of its
SAILS Depositary Shares at $32.80 per SAILS Depositary Share, representing
approximately 46.66% of the SAILS Depositary Shares tendered in the Offer after
the purchase of SAILS Depositary Shares tendered by Odd Lot Holders, tendered
in accordance with the terms of its cash self tender offer which expired at
12:00 Midnight, New York City time, February 20, 1998. A total of 17,616,943
Class A Shares, 27,423,868 Class B Shares and 2,343,737 SAILS Depositary Shares
were tendered in the Offer. Immediately prior to the expiration of the Offer,
there were 18,206,326 Class A Shares issued and outstanding, exclusive of
restricted Class A Shares, 25,071,306 Class B Shares issued and outstanding,
exclusive of Treasury Shares and restricted Class B Shares, and 2,500,000 SAILS
Depositary Shares issued and outstanding. In the Offer, the Company accepted
for purchase and paid for 7,858,594 Class A Shares, exclusive of Class A Shares
subject to employee stock options, 11,296,787 Class B Shares, exclusive of
Class B Shares subject to employee stock options, and 1,078,930 SAILS
Depositary Shares. The final proration factors for all Class A Shares, Class B
Shares and SAILS Depository Shares tendered was 44.800803%, 45.642323%, and
46.665557%, respectively.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended as follows:
(a)(14) Form of Press Release issued by the Company on February 27,
1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ADVANTA CORP.
By: /s/ Elizabeth H. Mai
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Elizabeth H. Mai
Senior Vice President,
Secretary and General Counsel
Dated: March 5, 1998
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(14) Form of Press Release issued by the Company on February 27, 1998.
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NEWS RELEASE
[ADVANTA LETTERHEAD]
[ADVANTA LOGO]
Exhibit 99.A (14)
98/07
Investor Relations
(215) 444-5335
Corporate Communications
(215) 444-5073
ADVANTA ANNOUNCES FINAL RESULTS OF TENDER OFFER
SPRING HOUSE, PA, FEBRUARY 27, 1998 -- Advanta Corporation (NASDAQ: ADVNB;
ADVNA; ADVNZ) today announced the final results for the Company's Tender Offer.
The Company purchased 7,882,750 shares of its Class A Common Stock at $40 per
share net, representing 44.80% of the shares of Class A Common Stock tendered,
12,482,850 shares of its Class B Common Stock at $40 per share net, representing
45.64% of the shares of Class B Common Stock tendered, as well as 1,078,930
shares of its Stock Appreciation Income Linked Securities (SAILS) Depositary
Shares at $32.80 per share net, representing 46.66% of the SAILS Depositary
Shares tendered. As the tender offer was oversubscribed, the shares were
purchased pro rata. The Company distributed approximately $850 million to its
shareholders through this repurchase of shares.
As previously announced, the Tender Offer expired at 12:00 midnight, New York
City time on February 20 1998. Payment will be completed promptly for all
shares properly tendered and accepted, subject to proper delivery of shares in
accordance with the terms of the tender offer. Following the purchase, on a
diluted basis, the Company has approximately 10.4 million shares of Class A
Common Stock and 15.3 million shares of Class B Common Stock outstanding,
including 1.4 million SAILS Depositary Shares.
Advanta is a highly focused financial services company with 2,200 employees,
approximately $6.6 billion in managed assets and an additional $9.2 billion in
assets serviced for third parties. Advanta provides consumers and small
businesses with innovative products and services including mortgages, equipment
leases, corporate credit cards, insurance and deposit products. The Company
also provides a full range of loan purchasing, contract servicing and
securitization services to the mortgage industry.
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