<PAGE> SCHEDULE 13G Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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:
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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 8 Pages
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1. Name of Reporting Person:
Advanta Corp. Employee Stock Ownership Plan
I.R.S. Identification No. of Above Person: 23-2976471
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2. Check the appropriate box if a member
of a group* (a) [ ] (b) [x]
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3. SEC use only
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4. Citizenship or place of organization Delaware
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5. Sole Voting Power
998,513
Number of ----------------------------------------
Shares Beneficially 6. Shared Voting Power
Owned by Each 1,487
Reporting Person ----------------------------------------
With 7. Sole Dispositive Power
1,000,000
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8. Shared Dispositive Power
-0-
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9. Aggregate amount beneficially owned by each reporting person:
1,000,000
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10. Check box if the aggregate amount in row (9) excludes certain shares*
[ ]
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11. Percent of class represented by amount in row (9) 9.6%
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12. Type of reporting person*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE> CUSIP NO. 007942105 13G Page 3 of 8 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:
P.O. Box 844,
Welsh & McKean Roads,
Spring House, PA 19477
Item 2(a). Name of Person Filing:
Advanta Corp. Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none,
Residence:
Same as Item 1(b)
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). Cusip Number:
007942105
Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the Person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
<PAGE> CUSIP NO. 007942105 13G Page 4 of 8 Pages
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company
Act;
(j) [X] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 1,000,000
(b) Percent of Class: 9.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
998,513
(ii) Shared power to vote or to direct the vote:
1,487
(iii) Sole power to dispose or to direct the
disposition of: 1,000,000
(iv) Shared power to dispose or to direct the
disposition of: -0-
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<PAGE> CUSIP NO. 007942105 13G Page 5 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification And Classification of The Subsidiary
Which Acquired The Security Being Reported on by The
Parent Holding Company.
Not Applicable.
Item 8. Identification And Classification of Members of The
Group.
See Exhibit A for information concerning the voting and dispositive
power with respect to shares of the Issuer's voting securities
beneficially owned by the trustees of the Advanta Corp. Employee Stock
Ownership Plan (the "Plan"). The Plan disclaims that it is acting in
concert, or as a member of a group, with its trustees. Each trustee of
the Plan has informed the Plan that he disclaims that he is acting in
concert, or as a member of a group, with the Plan. As indicated on the
cover page of this Schedule 13G, such trustees may be deemed to be a
group with the Plan.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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<PAGE> CUSIP NO.007942105 13G Page 6 of 8 Pages
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,
in my capacity as a trustee of the Plan, I certify that the information set
forth in this statement is true, complete and correct.
ADVANTA CORP. EMPLOYEE STOCK OWNERSHIP PLAN
By: \s\ Dennis Alter April 11, 1999
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Dennis Alter (Date)
Trustee
By: \s\ William A. Rosoff April 11, 1999
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William A. Rosoff (Date)
Trustee
By: \s\ Olaf Olafsson April 11, 1999
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Olaf Olafsson (Date)
Trustee
By: \s\ Arthur P. Bellis April 11, 1999
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Arthur P. Bellis (Date)
Trustee
By: \s\ Michael Stolper April 11, 1999
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Michael Stolper (Date)
Trustee
<PAGE> CUSIP NO. 007942105 13G Page 7 of 8 Pages
Exhibit A
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Identification of Members of Group
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Shares of Class A Common Stock of the Issuer are held in trust for the
benefit of employees participating in the Plan. 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
participants. The trustees do not beneficially own any of the shares allocated
to Plan participants. Each of the trustees has informed the Plan that he
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, each of the Plan
trustees 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. Each of the trustees has informed the Plan that he disclaims
beneficial ownership as to these shares.
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<PAGE> CUSIP NO. 007942105 13G Page 8 of 8 Pages
The Plan trustees and their beneficial ownership, as of December 31, 1998,
of shares of Class A Common Stock of the Issuer, exclusive of responsibilities
as a Plan trustee, are as follows (such ownership being disregarded in reporting
the Plan's ownership within this Schedule 13G):
Beneficial
Beneficial Ownership Ownership
(Other Than As A Plan As Plan
Name Participant) Participant
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Dennis Alter 3,046,067(1) -0-
William A. Rosoff 82,798(2) 3.52
Olaf Olafsson -0- 3.52
Arthur P. Bellis 33,264 -0-
Michael Stolper 82,798(3) -0-
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(1) Does not include 1,010 shares of the Issuer's Class A Preferred Stock owned
by Mr. Alter's spouse, as to which Mr. Alter has no voting or dispositive power.
Includes 571,905 and 82,798 shares of Issuer's Class A Common Stock owned by two
charitable foundations, respectively, as to which Mr. Alter has shared voting
and dispositive power, and 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.
(2) Consists of 82,798 shares of Issuer's Class A Common Stock owned by a
charitable foundation as to which Mr. Rosoff has shared voting and dispositive
power.
(3) Consists of 82,798 shares of Issuer's Class A Common Stock owned by a
charitable foundation as to which Mr. Stolper has shared voting and dispositive
power.
