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Pricing Supplement dated June 28, 1998 Rule #424(b)(3)
(To Prospectus dated August 6, 1997) File No. 333-28291
$200,000,000 Principal Amount
Advanta Corp.
91 Day Notes
Six, Eighteen and Thirty Month Notes
One, Two, Three, Four, Five, Seven and Ten Year Notes
<TABLE>
<CAPTION>
Annual Annual
Percentage Interest Percentage
Interest Rate Yield Rate Yield
Maturity Per Annum (APY) Maturity Per Annum (APY)
- -------- --------- ------ -------- --------- -----
<S> <C> <C> <C> <C> <C>
91 Days 6.53% 6.75% One Year 7.33% 7.60%
Six Months 7.00% 7.25% Two Years 7.47% 7.76%
Eighteen Months 7.42% 7.70% Four Years 7.79% 8.10%
Thirty Months 7.51% 7.80% Five Years 7.93% 8.25%
</TABLE>
RECENT DEVELOPMENTS
On October 28, 1997, Advanta Corp. (the "Company") announced that it
had reached a definitive agreement under which the Company would contribute its
consumer credit card business to Fleet Credit Card, LLC, a Rhode Island limited
liability company (the "LLC") in exchange for a 4.99% interest in the LLC,
pursuant to the terms of a Contribution Agreement (the "Contribution
Agreement") with Fleet Financial Group, Inc. ("Fleet") (the "Transaction").
Under the terms of the Contribution Agreement, Fleet would contribute its
consumer credit card business to the LLC in exchange for a 95.01% interest in
the LLC. The Company would continue to operate its mortgage and business
services companies.
A Special Meeting of stockholders of the Company (the
"Special Meeting") was held on February 20, 1998 at the Company's headquarters.
At the Special Meeting, holders of shares of the Company's Class A Common Stock
and Class A Preferred Stock were asked to vote upon a proposal to approve the
Transaction.
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At the Special Meeting, 12,754,956 votes were cast in favor of
approving the Transaction, 53,954 votes were cast against the Transaction and
7,838 votes cast to abstain.
The transactions contemplated by the Contribution Agreement were
consummated on February 20, 1998.
In connection with the consummation of the transactions contemplated
by the Contribution Agreement, the various nationally recognized rating
agencies lowered their ratings of the Company's debt securities. As of the date
of this Pricing Supplement, senior debt of the Company is rated investment
grade by one of the nationally recognized rating agencies and below investment
grade by the other four rating agencies.
Pursuant to the terms of an Offer to Purchase dated January 20, 1998
(the "Offer to Purchase"), the Company made a tender offer (the "Tender Offer")
to purchase 7,882,750 shares of its Class A Common Stock, including associated
Class A Purchase Rights (collectively, the "Class A Shares"), 12,482,850 shares
of its Class B Common Stock, including associated Class B Purchase Rights
(collectively, the "Class B Shares") and 1,078,930 shares of its Depositary
Shares each representing a one one-hundredth interest in a share of 6-3/4%
Convertible Class B Preferred Stock, Series 1995 (Stock Appreciation Income
Linked Securities (SAILS)) (the "SAILS Depositary Shares"). The Company offered
to purchase the Class A Shares and Class B Shares each at a purchase price, net
to the seller, in cash of $40 per share and offered to purchase the SAILS
Depositary Shares at a purchase price, net to the seller, in cash of $32.80 per
share.
The Tender Offer expired at 12:00 Midnight, New York City time on
February 20, 1998 (the "Expiration Date"). As more shares were tendered than
the amount sought to be purchased by the Company, the shares were purchased on
a pro rata basis. The proration factor for shares purchased was 44.80% of the
shares of Class A Common Stock tendered, 45.64% of the shares of Class B Common
Stock tendered and 46.66% of the SAILS Depositary Shares tendered. Following
the purchase, on a diluted basis, the Company has approximately 10.4 million
shares of Class A Common Stock outstanding and 15.3 million shares of Class B
Common Stock outstanding, including 1.4 million SAILS Depositary Shares.
Following the completion of the Tender Offer, the Company will be
well-capitalized with a book value of approximately $650 million.
As of March 31, 1998, the Company had approximately $10.0 billion in
managed assets and an additional $8.8 billion in assets serviced for third
parties.
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This Pricing Supplement contains forward-looking statements 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) factors that affect consumer debt; (2) competitive
pressures; (3) the level of delinquencies, customer bankruptcies and
charge-offs; (4) the rate of prepayments; (5) the level of expenses; (6) the
Company's net interest margin; (7) volume of receivables originated; (8) the
timing of the securitizations of the Company's receivables; (9) governmental
regulation; (10) the amount and cost of financing available to the Company; and
(11) the ratings on the debt of the Company and its subsidiaries. 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.
