<PAGE> SCHEDULE 13G Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
Advanta Corp.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
007942105
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(CUSIP NO.)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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<PAGE> CUSIP NO. 007942105 13G Page 2 of 6 Pages
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1. Name of Reporting Person: Dennis Alter
I.R.S. Identification No. of Above Person: ###-##-####
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2. Check the appropriate box
if a member of a group*
(a) [ ] (b) [ ]
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3. SEC use only
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4. Citizenship or place of organization United States
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5. Sole Voting Power
2,391,364(1)
Number of ----------------------------------------
Shares Beneficially 6. Shared Voting Power
Owned by Each 654,703(2)(3)
Reporting Person ----------------------------------------
With 7. Sole Dispositive Power
2,391,364(1)
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8. Shared Dispositive Power
654,703(2)(3)
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9. Aggregate amount beneficially owned by each reporting person:
3,046,067(1)
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10. Check box if the aggregate amount in row (9) excludes certain shares*
[x]
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11. Percent of class represented by
amount in row (9) 29.36%
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12. Type of reporting person (See Instructions) IN
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*SEE INSTRUCTIONS BEFORE FILING OUT!
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<PAGE> CUSIP NO. 007942105 13G Page 3 of 6 Pages
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Item 1(a). Name of Issuer:
Advanta Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
Welsh & McKean Roads
P.O. Box 844
Spring House, PA 19477
Item 2(a). Name of Person Filing:
Dennis Alter
Item 2(b). Address of Principal Business Office or, if none,
Residence:
Same as Item 1(b)
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). Cusip Number:
007942105
Item 3. Not Applicable
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<PAGE> CUSIP NO. 007942105 13G Page 4 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned: 2,391,364(1) shares
(b) Percent of Class: 29.36%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,391,364(1)
(ii) Shared power to vote or to direct the vote:
654,703(2)(3)
(iii) Sole power to dispose or to direct the disposition of:
2,391,364(1)
(iv) Shared power to dispose or to direct the disposition of:
654,703(2)(3)
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
As sole trustee of a trust for his sister, Linda Alter, the
undersigned has sole power to vote and to dispose of the 551,695
shares of Class A Common Stock held by his trust, representing 5.3% of
the shares of Class A Common Stock outstanding at December 31, 1998.
Item 7. Identification and classification of the subsidiary which acquired
the security being reported on by the parent holding company.
Not Applicable
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<PAGE> CUSIP NO. 007942105 13G Page 5 of 6 Pages
Item 8. Identification and classification of members of the
group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable 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.
By: \s\ Dennis Alter March 29, 1999
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Dennis Alter (Date)
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(1) Does not include 1,010 shares of Class A Preferred Stock owned by Mr.
Alter's spouse, as to which Mr. Alter has no voting or dispositive power.
Includes 41,399 shares of Issuer's Class A Common Stock held by a trust
established by Mr. Alter, through which he has made certain charitable
gifts of shares and as to which Mr. Alter has sole voting and dispositive
power.
(Endnotes continued on next page)
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<PAGE> CUSIP NO. 007942105 13G Page 6 of 6 Pages
(2) Includes 571,905 and 82,798 Class A shares owned by two charitable
foundations, respectively, as to which Mr. Alter has shared voting and
dispositive power. Mr. Alter disclaims beneficial ownership as to these
shares.
(3) Does not include shares of the Issuer's Class A Common Stock held in trust
by the Advanta Corp. Employee Stock Ownership Plan (the "Plan"), of which
Mr. Alter is one of five trustees. As of December 31, 1998, the Plan held
1,000,000 shares of the Issuer's Class A Common Stock, 1,487 shares of
which had been allocated to Plan participants. By the terms of the plan,
the Plan trustees vote shares allocated to participant accounts as directed
by the participants. Mr. Alter, as one of the Plan trustees, does not
beneficially own any of the shares allocated to Plan participants. Mr Alter
disclaims beneficial ownership as to these shares.
Shares of Class A Common Stock held by the Plan, but not yet allocated or
as to which participants have not made timely voting directions, are voted
by the Plan trustees in the same proportions as shares for which directions
are received (subject to each trustee's fiduciary responsibilities under
Section 404 of the Employee Retirement Income Security Act of 1974, as
amended). Under Rule 13d-1 of the Securities Exchange Act of 1934, as
amended, Mr. Alter may be deemed a beneficial owner of the 998,513 shares
which, as of December 31, 1998, had not been allocated to Plan
participants, or any shares for which timely voting directions are not made
to the trustees by Plan participants. Mr Alter disclaims beneficial
ownership as to these shares.
