-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R3RhPMHguSX9KvB98n8RsmZkpqAk4CmHC9vmZBxpTnQLtP38LecsrpgUWIV+/Ef9 eTdFoPgzbA6uh+7lCfLALA== 0000096638-94-000010.txt : 20040503 0000096638-94-000010.hdr.sgml : 20040503 19940629151200 ACCESSION NUMBER: 0000096638-94-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 DATE AS OF CHANGE: 19990831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA CORP CENTRAL INDEX KEY: 0000096638 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 231462070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14120 FILM NUMBER: 94536873 BUSINESS ADDRESS: STREET 1: P.O. BOX 844 STREET 2: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2154445341 MAIL ADDRESS: STREET 1: C/O WELSH & MCKEAN ROADS STREET 2: P.O. BOX 844 CITY: SPRING HOUSE STATE: PA ZIP: 19477-0844 FORMER COMPANY: FORMER CONFORMED NAME: TSO FINANCIAL CORP DATE OF NAME CHANGE: 19880306 FORMER COMPANY: FORMER CONFORMED NAME: TEACHERS SERVICE ORGANIZATION INC DATE OF NAME CHANGE: 19850812 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________ FORM 11-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 OR _ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from ____________to _____________ COMMISSION FILE NUMBER 0-14120 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ADVANTA Corp. Employee Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ADVANTA Corp. Brandywine Corporate Center 650 Naamans Road Claymont, DE 19703 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee which administers the Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. ADVANTA Corp. Employee Savings Plan Dated: June 28, 1994 By: /s/ Gene S. Schneyer Gene S. Schneyer Member of the Committee Administering the Plan ADVANTA Corp. Employee Savings Plan Index to Financial Statements and Schedules REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statements of Assets Available for Benefits as of December 31, 1993 and 1992 Statements of Changes in Assets Available for Benefits for the Years Ended December 31, 1993, 1992 and 1991 Notes to Financial Statements SCHEDULES: I - Schedule of Assets Held for Investment Purposes as of December 31, 1993. II - Schedule of Reportable Transactions for the Year Ended December 31, 1993. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the ADVANTA Corp. Employee Savings Plan Compensation Committee: We have audited the accompanying statements of assets available for benefits of ADVANTA Corp. Employee Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in assets available for benefits for each of the three years in the period ended December 31, 1993. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in assets available for benefits for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen & Co. Philadelphia, PA June 28, 1994 ADVANTA Corp. Employee Savings Plan Statements of Assets Available for Benefits December 31, 1993 1992 Assets Cash $ 54,466 $ 260 Investments (Note 4): Money Market Fund (Colonial National Bank USA) 3,667,012 2,535,087 Managed Mutual Fund (Windsor II) 3,032,713 1,458,704 Common Stock Fund (ADVANTA Corp. Common Stock, Class A & B) 13,368,373 8,592,439 Interest Receivable 2,211 1,211 Employer Contribution Receivable 612,240 469,538 Participant Loans Receivable (Note 2) 748,932 588,972 Total Assets Available for Benefits $21,485,947 $13,646,211 The accompanying notes are an integral part of these statements. ADVANTA Corp. Employee Savings Plan Statements of Changes in Assets Available for Benefits Year Ended December 31, 1993 1992 1991 Increases: Interest & Dividend Income $ 401,879 $ 244,439 $ 229,465 Employee Contributions 1,992,429 1,236,864 1,045,688 Employer Contributions 1,188,366 910,680 753,441 Net Increase/(Decrease) in Fair Market Value of Investments 4,282,104 3,447,945 2,777,996 Net Realized Gains on Investments 440,980 142,102 71,789 8,305,758 5,982,030 4,878,379 Decreases: Distributions to Participants 466,022 391,842 490,070 Net Increases 7,839,736 5,590,188 4,388,309 Assets Available for Benefits, beginning of year 13,646,211 8,056,023 3,667,714 Assets Available for Benefits, end of year $21,485,947 $13,646,211 $8,056,023 The accompanying notes are an integral part of these statements. ADVANTA Corp. Employee Savings Plan Notes to Financial Statements December 31, 1993 (1) Description of Plan: The ADVANTA Corp. Employee Savings Plan ("the Plan"), as amended, was formed effective July 1, 1983 and is a defined contribution plan available to all employees of ADVANTA Corp. ("the Company") and subsidiaries, who have reached age 21 with one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participants may elect to defer a portion of their compensation before certain taxes are deducted. The Company may elect to limit the maximum percentage a participant may contribute to the extent it determines that such limitation is necessary in order to comply with the rules for plan qualification under Sections 401(a) and (k) of the Internal Revenue Code. An eligible participant may elect to contribute up to 15% of his salary or to the limits determined under Section 401 of the Internal Revenue Code. The Company also makes discretionary contributions to the Plan on a per pay period basis. Such employer contributions are generally equal to a percentage of each employee's contributions up to 5% of the employee's compensation (as defined in the Plan). Employer contributions in each of the Plan years 1993, 1992, and 1991 were 100%, of the first 5% of employees' compensation contributed to the Plan. The Company may make additional contributions to the Plan in proportion to compensation for the Plan year among a selected participant group. Such contributions shall equal the amount necessary to satisfy the discrimination standards of Section 401 of the Internal Revenue Code. Because contributions made under Section 401 can not be included in the income of participants when made, they are fully taxable when distributed unless rolled over into another qualified plan or Individual Retirement Account (IRA). Participants are fully vested as to employer and employee contribution accounts at all times. Employees who terminate anytime during the year are not eligible for subsequent employer contributions for that year. While it is the Company's intention to continue the Plan in operation indefinitely, any termination of the Plan or discontinuance of contributions will not result in the use or diversion of Plan assets for any purposes other than the exclusive benefit of Plan participants and their beneficiaries. (2) Participant Loans: As provided for in the Plan document, the Compensation Committee has elected to make loans available to participants under certain specified conditions. The principal amount of loans to participants may not exceed the lesser of $50,000 (reduced by the maximum amount of such loans outstanding anytime during the preceding year) or 50% of a participant's accrued equity in the Plan. Participant loans are generally limited to five years (or, in the case of a loan used to finance the acquisition of a principal residence, fifteen years) and bear an interest rate charged by commercial lenders for a comparable loan on the date the loan request is approved. Participant loans are collateralized by the participant's accrued equity in the Plan. (3) Basis of Accounting: The accompanying financial statements have been prepared using the accrual basis of accounting. (4) Valuation of Assets: Prior to April 1, 1994, Plan participants had the option of directing their contributions and Company contributions among three investment funds. The Money Market Fund invested in interest-bearing deposits of Colonial National Bank USA, which, prior to April 1, 1994 was also Trustee for the Plan, an indirectly wholly-owned subsidiary of the Company. The Managed Mutual Fund invested in shares of Windsor II, a no-load mutual fund which is part of The Vanguard Group of Investment Companies (not an affiliate of the Company). The Common Stock Fund invests in shares of the Company's Class "A" and Class "B" common stock. Such investments are carried at market value (based on quoted market prices) in the accompanying financial statements. The Money Market Fund was carried at cost which approximates market. Separate accounts are maintained for each participant's equity in employee contributions and Company matching contributions in each investment fund. Investment gains and losses in each of the funds described above were allocated to the participants in the ratio of each participant's account balance to the total account balance in each fund. From and after April 1, 1994, investment options under the Plan have been changed. See Note 9 "Subsequent Events". (5) Administrative Expenses: All expenses of administration of the Plan, Trustee fees and other fees incident to the management of the Plan are paid for by the Company, except for brokerage commissions and transfer taxes. (6) Realized/Unrealized Gains and Losses: In 1991 the Plan adopted a new method of accounting for realized and unrealized investment gains and losses. The change requires that realized gains and losses be determined separately on the basis of market value as of the beginning of the period. Unrealized investment gains and losses, which is reported as the net increase/decrease in the fair market value of investments in the accompanying financial statements, represents the net change in the unrealized appreciation/depreciation in the investment portfolio from the beginning to the end of the year. (7) Federal Income Taxes: The Plan received a letter of favorable determination in 1988 from the Internal Revenue Service as to the qualification of the Plan. Accordingly, no provision for income taxes has been made in the accompanying financial statements. (8) Distribution To Participants: In 1991 the Plan adopted a new accounting principle requiring all distributions payable as of year-end to be included as a component of assets available for plan benefits. Distributions payable as of year- end 1993, 1992 and 1991 were $168,843, $33,891 and $85,720, respectively. (9) Subsequent Events: The Company announced after year end that a match for Plan year 1994 would be, at a minimum, 50% of the employee's contributions up to 5% of the employee's compensation (as defined in the Plan). Effective April 1, 1994, the Plan was amended. Pursuant to the amendments to the Plan, Plan participants will no longer be offered the option of investing in the Money Market Fund or the Managed Mutual Fund. Instead, Plan participants may invest their contributions and Employer contributions in one or more of the following investment options: any of five investment portfolios managed by investment advisory firms selected by PW Trust Company, a subsidiary of Paine Webber, Incorporated (a guaranteed investment contracts portfolio, a strategic balanced portfolio, a growth value portfolio, an international equity portfolio and a strategic growth portfolio) and the Common Stock Fund. In addition, effective as of April 1, 1994, PW Trust Company replaced Colonial National Bank USA as Trustee of the Plan. (10) The schedule of allocation of assets available for benefits to investment funds as of December 31, 1993 and 1992 are as follows: December 31, 1993 Money Managed Common Participant Market Mutual Stock Loans Assets Fund Fund Funds Receivable Cash $ $ $ 54,466 $ Investments: Money Market Fund (Colonial National Bank USA Guaran-T Money Market Account) 3,667,012 Managed Mutual Fund (Windsor II) 3,032,713 Common Stock Fund (ADVANTA Corp. Common Stock) 13,368,373 Interest Receivable 2,211 Employer Contribution Receivable 128,570 189,794 293,876 Participant Loans Receivable 748,932 Total Assets Available for Benefits $3,797,793 $3,222,507 $13,716,715 $748,932 (10) (Continued): December 31, 1992 Money Managed Common Participant Market Mutual Stock Loans Assets Fund Fund Funds Receivable Cash $ $ $ 260 $ Investments: Money Market Fund (Colonial National Bank USA Guaran-T Money Market Account) 2,535,087 Managed Mutual Fund (Windsor II) 1,458,704 Common Stock Fund (ADVANTA Corp. Common Stock) 8,592,439 Interest Receivable 1,211 Employer Contribution Receivable 150,252 112,689 206,597 Participant Loans Receivable 588,972 Total Assets Available for Benefits $2,686,550 $1,571,393 $8,799,296 $588,972 (11) The schedules of allocation of plan income and changes in assets available for benefits to investment funds for years 1993 and 1992 are as follows: For the Year Ended December 31, 1993 Money Managed Common Participant Market Mutual Stock Loans Fund Fund Funds Receivable Increases: Interest & Dividend Income $ 94,085 $ 85,823 $ 166,782 $ 55,189 Employee Contributions 486,794 640,058 865,577 -- Employer Contributions 281,985 344,945 561,436 -- Realized Gains on Investments -- 2,374 438,606 -- Net Increase in Fair Market Value of Investments -- 94,279 4,187,825 -- 862,864 1,167,479 6,220,226 55,189 Decreases: Distributions to Participants 108,012 76,616 271,774 9,620 Net Increases 754,852 1,090,863 5,948,452 45,569 Interfund Transfers 364,038 548,162 (912,200) -- Net Loans Issued (7,647) 12,089 (118,833) 114,391 Assets Available for Benefits, beginning of year 2,686,550 1,571,393 8,799,296 588,972 Assets Available for Benefits, end of year $3,797,793 $3,222,507 $13,716,715 $748,932 (11) (Continued): For the Year Ended December 31, 1992 Money Managed Common Participant Market Mutual Stock Loans Fund Fund Funds Receivable Increases: Interest & Dividend Income $ 93,823 $ 62,841 $ 48,549 $ 39,226 Employee Contributions 402,035 272,175 562,654 -- Employer Contributions 298,275 197,109 415,296 -- Realized Gains on Investments -- 613 141,489 -- Net Increase in Fair Market Value of Investments -- 78,795 3,369,150 -- 794,133 611,533 4,537,138 39,226 Decreases: Distributions to Participants 142,572 88,203 149,985 11,082 Net Increases 651,561 523,330 4,387,153 28,144 Interfund Transfers (294,023) (4,072) 298,095 -- Net Loans Issued (66,677) (51,126) (183,646) 301,449 Assets Available for Benefits, beginning of year 2,395,689 1,103,261 4,297,694 259,379 Assets Available for Benefits, end of year $2,686,550 $1,571,393 $8,799,296 $588,972 SCHEDULE I ADVANTA Corp. Employee Savings Plan EIN 23-1462070 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1993 Cost Market Value Money Market Fund, Colonial National Bank USA $ 3,667,012 $ 3,667,012 Managed Mutual Fund, Windsor II 177,976 shares, market value $17.04 per share 2,809,502 3,032,713 ADVANTA Common Stock Fund Class A: 153,682 shares, market value $33.25 per share; Class B: 284,774 shares, market value $29.00 per share 3,693,108 13,368,373 Participant Loans Receivable, bearing interest from 7% to 11.5% 748,932 748,932 $10,918,554 $20,817,030 Schedule II ADVANTA Corp. Employee Savings Plan EIN 23-1462070 Item 27d - Schedule of Reportable Transactions For The Year Ended December 31, 1993 Transactions set forth below are those which involve an amount in excess of 5% of the market value of the Plan's assets at the beginning of the year.
(a) (b) (c) (d) (e) (f) (g) (h) (i) Current Expense Value of Incurred Asset on Identity Description Purchase Selling Lease with Cost Transaction Net Gain of Party of Asset Price Price Rental Transaction of Asset Date or (loss) ADVANTA Corp. Common Stock $1,462,938 -- -- -- $1,462,938 $1,462,938 -- VanGuard - Windsor II Mutual Fund 1,513,446 -- -- -- 1,513,446 1,513,446 -- Total $2,976,384 $2,976,384 $2,976,384 -- ADVANTA Corp. Common Stock -- $1,298,868 -- -- $ 860,262 $1,298,868 $438,606 VanGuard Mutual Fund -- 36,090 -- -- 33,716 36,090 2,374 Windsor II $1,334,958 $ 893,978 $1,334,958 $440,980
Schedule II (Continued) ADVANTA Corp. Employee Savings Plan Item 27d - Schedule of Reportable Transactions For Year Ended December 31, 1993 Transactions set forth below are those which involve an amount in excess of 5% of the market value of the Plan's assets at the beginning of the year. Number of Cost Transactions of Assets Purchases: Mutual Fund 36 1,513,446 Common Stock 35 1,462,938 Sales: Stock 7 860,262 Mutual Fund 2 33,716 EXHIBIT INDEX Exhibit No. Document 1 Consent of independent public accounts EXHIBIT I CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Form S-8 Registration Statements File Nos. 33-32969, 33-47308 and 33-50209. Arthur Andersen & Co. Philadelphia, PA June 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----