<PAGE> 1
As filed with the Securities and Exchange Commission, via EDGAR,
on February 8, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANTA CORP.
(Exact name of registrant as specified in its charter)
Delaware 23-1462070
(State or other (I.R.S. Employer Identification
jurisdiction of Number)
incorporation
of each registrant)
Welsh & McKean Roads
SpringHouse, PA 19477
(215) 657-4000
(Address, including zip code, and telephone number, including area code, of
registrant principal executive offices)
Elizabeth H. Mai, Esquire
Senior Vice President, Secretary and General Counsel
Advanta Corp.
Welsh & McKean Roads
SpringHouse, PA 19477
(215) 657-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X] File No.
333-28291
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434 under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM-
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (1) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
RediReserve
Certificates, Notes.................... $8,100,000 100% $8,100,000 $2,251.80(3)
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(1) In no event will the aggregate initial offering price of the securities
registered hereby exceed $8,100,000, or the equivalent thereof in one or
more foreign currencies or units of two or more foreign currencies or
composite currencies, including the European Currency Unit.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(3) Less than the amount wired to the Commission on February 8, 1999, the
balance of which will be applied to the Registrant's future filings.
<PAGE> 2
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Securities Act"). The information
in the Registration Statement on Form S-3 (File No. 333-28291 filed by Advanta
Corp. (the "Registrant") on June 2, 1997 with the Securities and Exchange
Commission (the "Commission")) pursuant to the Securities Act is incorporated by
reference into this Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the undersigned
Registrant certifies as follows:
(i) the Registrant or its agent has instructed the Registrant's bank or
a wire transfer service to transmit to the Commission the applicable
filing fee by a wire transfer of such amount from the account of the
Registrant or its agent to the Commission's account at Mellon Bank
as soon as practicable but no later than the close of the next
business day following the filing of this Registration Statement
pursuant to Rule 462(b);
(ii) the Registrant or its agent will not revoke such instructions; and
(iii) the Registrant or its agent has sufficient funds in such account to
cover the amount of such filing fee.
The Registrant further undertakes that, if such instructions have been
sent after the close of business of such bank or wire transfer service, it will
confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Spring House, Commonwealth of Pennsylvania, on
February 8, 1999.
Advanta Corp.
By: /s/ John J. Calamari
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Vice President, Finance and Chief Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Elizabeth H. Mai, and each of them, jointly and
severally, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 5, 1999.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Dennis Alter
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Dennis Alter Chief Executive Officer and Chairman of Board
/s/ William A. Rosoff
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William A. Rosoff Vice Chairman and Director
/s/ Olaf Olafsson
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Olaf Olafsson President and Director
</TABLE>
II-1
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<TABLE>
<S> <C>
/s/ Phillip Browne
- ---------------------------------------
Phillip Browne Senior Vice President and Chief Financial Officer
/s/ John J. Calamari
- ---------------------------------------
John J. Calamari Vice President, Finance and Chief Accounting Officer
/s/ Arthur P. Bellis
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Arthur P. Bellis Director
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Max Botel Director
/s/ William C. Dunkelberg
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William C. Dunkelberg Director
/s/ Dana Becker Dunn
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Dana Becker Dunn Director
/s/ Robert C. Hall
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Robert C. Hall Director
/s/ James E. Ksansnak
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James E. Ksansnak Director
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Ronald Lubner Director
/s/ Michael Stolper
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Michael Stolper Director
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM Description
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<S> <C>
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in
Exhibit 5).
24 Powers of Attorney (see pages II-1 and II-2).
</TABLE>
II-3
<PAGE> 1
Exhibit 5
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PA 19102-2678
(215) 977-2000
FACSIMILE: (215) 977-2334
(215) 977-2000
February 8, 1999
Advanta Corp.
Welsh and McKean Roads
P.O. Box 844
Spring House, PA 19477
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
As special counsel to Advanta Corp. (the "Company"), we have
assisted in the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") for filing with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the proposed offering from
time to time of up to $8,100,000 aggregate principal amount of RediReserve Money
Market Certificates which are payable at the demand of the holder (the
"RediReserve Certificates") and Notes with 91 Day, Six, Eighteen and Thirty
Month and One, Two, Three, Four, Five, Seven and Ten Year maturities
(collectively with the RediReserve Certificates, the "Securities"), all of which
will be uncertificated.
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with the opinions expressed herein, we have examined,
among other things, the originals or copies, certified or otherwise identified
to our satisfaction, of the Restated Certificate of Incorporation and Bylaws of
the Company, the registration statement on Form S-3 (Commission File No.
333-28291) declared effective by the Securities and Exchange Commission on
August 6, 1997 (the "Prior Registration Statement"), the Registration Statement,
resolutions of the Executive Committee of the Board of Directors of the Company
with respect to the Registration Statement and the Prior Registration Statement
and the authorization of the
<PAGE> 2
Advanta Corp.
February 8, 1999
Page 2
securities registered thereby (collectively the "Executive Committee
Resolutions"), the Indenture dated October 23, 1995 between the Company and The
Chase Manhattan Bank, as successor trustee (the "Indenture"), and such other
documents as we have deemed necessary or appropriate for the purpose of
rendering this opinion.
In our examination, we have assumed without independent verification
(i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such documents, and (v) the power and authority of all persons
other than the Company signing such documents to execute, deliver and perform
such documents, and the valid authorization, execution and delivery of such
documents by such other persons. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers or other
representatives of the Company.
We are admitted to practice in the Commonwealth of Pennsylvania and we
do not express any opinion as to the laws of any other jurisdiction other than
the federal laws of the United States of America to the extent referred to
specifically herein. The Securities may be issued from time to time on a delayed
or continuous basis, and this opinion is limited to the laws, including
applicable rules and regulations, in effect on the date hereof, and to the facts
in existence on the date hereof. We assume no obligation to update such opinion.
Based upon and subject to the foregoing, and such examinations of law
and such other matters as we have deemed relevant under the circumstances, it is
our opinion that when and if the definitive terms of any Securities and of their
issue and sale have been duly established in accordance with the Executive
Committee Resolutions, the consideration therefor approved by the Executive
Committee of the Company's Board of Directors in accordance with the Executive
Committee Resolutions has been received by the Company, and the Securities have
been authenticated and delivered in accordance with the provisions of the
Indenture so as not to violate any applicable law or agreement or instrument
then binding on the Company, such Securities will be duly authorized, legal and
valid binding obligations of the Company, enforceable in accordance with their
terms and entitled to the benefits provided in the Indenture, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the rights of creditors generally and subject, as to enforceability,
to general principles of equity (regardless of whether enforcement is sought in
a proceeding in equity or at law).
We note that, as of the date hereof, a judgment for money in an action
based on a Security denominated in a foreign currency, currency unit or
composite currency in a federal or
<PAGE> 3
Advanta Corp.
February 8, 1999
Page 3
state court in the United States ordinarily would be enforced in the United
States only in United States dollars. The date used to determine the rate of
conversion of the foreign currency, currency unit or composite currency in which
a particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Opinions" in the Prior Registration Statement
and to the incorporation by reference of the information in the Prior
Registration Statement into the Registration Statement. In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
<PAGE> 1
Exhibit 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our reports dated February
27, 1998 included in Advanta Corp.'s Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this Form S-3 Registration
Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
February 8, 1999
