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As filed with the Securities and Exchange Commission, via EDGAR, on December 6,
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
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(State or other (I.R.S. Employer Identification
jurisdiction of Number)
incorporation
of each registrant)
Welsh & McKean Roads
Spring House, 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
Spring House, 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. 333-74575
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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RediReserve
Certificates, Notes.................... $36,101,000 100% $36,101,000 $9,530.67
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(1) In no event will the aggregate initial offering price of the securities
registered hereby exceed $36,101,000, 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.
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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. 333-74575 filed
by Advanta Corp. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") on March 17, 1999, as amended by amendments thereto filed
with the Commission on April 13, 1999, April 27, 1999 and April 29, 1999)
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
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
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 Lower Gwynedd Township, Montgomery County, Commonwealth of
Pennsylvania, on December 6, 1999.
Advanta Corp.
By: /s/ Elizabeth H. Mai
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Name: Elizabeth H. Mai
Title: Senior Vice President and Secretary
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 December 6, 1999.
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Signature Title
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*
__________________________
Dennis Alter Chief Executive Officer and Chairman of Board
*
__________________________
William A. Rosoff President and Vice Chairman of Board
*
__________________________
Olaf Olafsson Director
*
__________________________
Philip M. Browne Senior Vice President and Chief Financial Officer
*
__________________________
James L. Shreero Vice President and Chief Accounting Officer
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<CAPTION>
Signature Title
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<S> <C>
*
__________________________
Arthur Bellis Director
*
__________________________
Max Botel Director
*
__________________________
William C. Dunkelberg Director
*
__________________________
Dana Becker Dunn Director
*
__________________________
Robert C. Hall Director
*
__________________________
James E. Ksansnak Director
*
__________________________
Ronald Lubner Director
*
__________________________
Michael Stolper Director
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*By: /s/ Elizabeth H. Mai
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Elizabeth H. Mai as attorney-in-fact
pursuant to the Power of Attorney
previously filed as Exhibit 24 to the
Registration Statement on Form S-3
(Commission File No. 333-74575).
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EXHIBIT INDEX
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ITEM Description
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5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(Incorporated by reference to Exhibit 5 to the Registration Statement
on Form S-3 (Commission File No. 333-74575) (the "Prior
Registration Statement").
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(Incorporated by reference to Exhibit 24 to the Prior
Registration Statement).
24 Powers of Attorney (Incorporated by reference to Exhibit 24 to the
Prior Registration Statement).
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Exhibit 23.1
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 report dated January
26, 1999 included in Advanta Corp.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this Form S-3 Registration
Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
December 3, 1999
