-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F5dMquJeFaitBRiQrK9tiqXK5jhU0NB2h/q3mjgmw4gVoAbss4+aiiN883+x+RxT scNmPrxeuw2UDr9ir9wYqA== 0000096638-95-000009.txt : 199506300000096638-95-000009.hdr.sgml : 19950630 ACCESSION NUMBER: 0000096638-95-000009 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14120 FILM NUMBER: 95550970 BUSINESS ADDRESS: STREET 1: 650 NAAMANS RD STREET 2: BRANDYWINE CORPORATE CENTER CITY: CLAYMONT STATE: DE ZIP: 19703 BUSINESS PHONE: 2156574000 MAIL ADDRESS: STREET 1: BRANDYWINE CORPORATE CENTER STREET 2: 650 NAAMANS ROAD CITY: CLAYMONT STATE: DE ZIP: 19703 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/A 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 31,1994 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, 1995 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, 1994 and 1993 Statements of Changes in Assets Available for Benefits for the Years Ended December 31, 1994, 1993 and 1992 Notes to Financial Statements SCHEDULES: I - Schedule of Assets Held for Investment Purposes as of December 31, 1994. II - Schedule of Reportable Transactions for the Year Ended December 31, 1994. 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, 1994 and 1993, and the related statements of changes in assets available for benefits for each of the three years in the period ended December 31, 1994. 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, 1994 and 1993, and the changes in its assets available for benefits for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were 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 audits 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 LLP Philadelphia, PA June 23, 1995 ADVANTA Corp. Employee Savings Plan Statements of Assets Available for Benefits December 31, 1994 1993 Assets Cash $ 38,139 $ 54,466 Investments (Note 4): Money Market Fund (Colonial National Bank USA) 0 3,667,012 Managed Investment Funds Windsor II 0 3,032,713 GIC 1,882,460 0 Strategic Balanced 2,068,284 0 Growth/Value 1,457,999 0 International Equity 1,101,725 0 Strategic Growth 2,542,804 0 Common Stock Fund (ADVANTA Corp. Common Stock, Class A & B) 11,637,491 13,368,373 Interest Receivable 0 2,211 Employer Contribution Receivable 792,938 612,240 Participant Loans Receivable (Note 2) 957,138 748,932 Total Assets Available for Benefits $22,478,978 $21,485,947 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, 1994 1993 1992 Increases: Interest & Dividend Income $ 211,560 $ 401,879 $ 244,439 Employee Contributions 2,780,130 1,992,429 1,236,864 Employer Contributions 1,553,086 1,188,366 910,680 Net Increase/(Decrease) in Fair Market Value of Investments (2,122,274) 4,282,104 3,447,945 Net Realized Gains on Investments (51,933) 440,980 142,102 2,370,569 8,305,758 5,982,030 Decreases: Distributions to Participants 1,288,887 466,022 391,842 Investor Advisory and Trustee Fee 88,651 - - Net Increases 993,031 7,839,736 5,590,188 Assets Available for Benefits, beginning of year 21,485,947 13,646,211 8,056,023 Assets Available for Benefits, end of year $22,478,978 $21,485,947 $13,646,211 The accompanying notes are an integral part of these statements. ADVANTA Corp. Employee Savings Plan Notes to Financial Statements December 31, 1994 (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 to the limits determined under Section 401 of the Internal Revenue Code. The Company also makes discretionary contributions to the Plan, a portion of which are made on a per pay period basis, and the balance of which are made as of the end of the Plan year. 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). Total employer contributions in each of the Plan years 1994, 1993, and 1992 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. The Plan participants may invest their contributions in the following managed investment funds and in shares of the Company's Class A and Class B common stock. o Guaranteed Investment Contract (GICs): This fund invests in guaranteed investment contract (GICs) or in units of a collective trust fund of another bank which is open to investments by qualified trust institutions. o Strategic Balanced Portfolio: The fund seeks to provide long- term growth and risk avoidance by managing a mix of bonds and stocks of companies expected to demonstrate growth superior to the market over the next several years. o Growth Value: Securities selected for purchase for this fund have large market capitalization trading liquidity and the potential for strong earnings growth and on the view of the advisor are currently undervalued relative to the prospects for particular securities and equity markets in general. o International Equity Portfolio: This fund invests in the equity securities of non-US companies in both mature and emerging economies around the globe. o Strategic Growth Portfolio: This fund invests in companies that are demonstrating accelerating earnings. 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 indirect 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. Effective April 1, 1994, the Plan was amended. Pursuant to the amendments to the Plan, Plan participants are no longer 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. 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. (5) Administrative Expenses: All expenses of administration of the Plan and other fees incident to the management of the Plan are paid for by the Company, except for brokerage commissions, investment advisory fees, trustee fee and transfer taxes. (6) Realized/Unrealized Gains and Losses: Unrealized investment gains and losses, which are reported as the net increase/decrease in the fair market value of investments in the accompanying financial statements, represent 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 on December 30, 1994 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: Distributions payable as of year-end 1994, 1993 and 1992 were $193,407, $168,843 and $33,891, respectively. (9) Subsequent Events: The Company announced after year end 1994 that a match for Plan year 1995 would be, at a minimum, 50% of the employee's contributions up to 5% of the employee's compensation (as defined in the Plan). (10) Reconciliation to Form 5500: The following reconciles the net assets available for benefits to the net assets reported on the 1994 Form 5500. Total Asset Available for Benefits $22,478,978 Distributions Payable (193,407) Net Assets Per Line 31(L) Form 5500 $22,285,571 (11) The schedule of allocation of assets available for benefits to investment funds as of December 31, 1994 and 1993 are as follows: December 31, 1994 Strategic Balanced Growth/ Assets Cash GIC Portfolio Value Cash $ 38,139 $ 0 $ 0 $ 0 Investments: Managed Investment Funds GIC 1,882,460 Strategic Balanced 2,068,284 Growth/Value 1,457,999 International Equity Strategic Growth Common Stock Fund (ADVANTA Corp Common Stock) Interest Receivable Employer Contribution Receivable 61,147 90,314 81,913 Participant Loans Receivable Total Assets Available for Benefits $ 38,139 $1,943,607 $2,158,598 $1,539,912 (11) Continued December 31, 1994 Participant International Strategic Common Loans Assets Equity Growth Stock Funds Receivable Cash $ 0 $ 0 $ 0 $ 0 Investments: Managed Investment Funds GIC Strategic Balanced Growth/Value International Equity 1,101,725 Strategic Growth 2,542,804 Common Stock Fund (ADVANTA Corp Common Stock) 11,637,491 Interest Receivable Employer Contribution Receivable 84,032 129,440 346,092 Participant Loans Receivable 957,138 Total Assets Available for Benefits $1,185,757 $2,672,244 $11,983,583 $ 957,138 (11) (Continued): December 31, 1993 Money Managed Common Participant Market Mutual Stock Loans Assets Fund Fund Funds Receivable Cash $ 0 $ 0 $ 54,466 $ 0 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 (12) The schedule of allocation of plan income and changes in assets available for benefits to investment funds for the years ended December 31, 1994 and 1993 are as follows: For the Year Ended December 31, 1994 Strategic Balanced Growth/ International Cash GIC Portfolio Value Equity Increases: Interest & Dividend $ 2,703 $ 1,172 $ 1,095 $ 750 $ 596 Income Employee 109,463 186,964 258,680 256,032 224,912 Contributions Employer - 108,512 161,317 145,624 150,409 Contributions Realized Gains on - 4,150 8,047 1,203 83 Investments Net Increase in - 77,186 68,244 32,430 (22,583) Fair Market Value of Investments 112,166 377,984 497,383 436,039 353,417 Decreases: Distributions to Participants 87,847 338,444 93,014 21,709 19,182 Investor Advisory and Trustee Fees - 6,560 22,519 14,654 11,236 Net Increases 24,319 32,980 381,850 399,676 322,999 Interfund Transfers 404,501 1,888,697 1,752,855 1,118,382 836,548 Net Loans Issued (390,681) 21,930 23,893 21,854 26,210 Assets Available for Benefits, beginning - - - - - of year Assets Available for Benefits, end of $ 38,139 $1,943,607 $2,158,598 $1,539,912 $1,185,757 year (12) Continued For the Year Ended December 31, 1994 Guarantee Common Rate Participant Strategic Stock Management Loans Growth Funds Windsor II Fund Receivable Increases: Interest & $ 1,291 $ 110,060 $ 378 $ 29,614 $ 63,901 Dividend Income Employee 370,395 1,056,317 157,009 160,358 - Contributions Employer 230,489 673,001 51,619 32,115 - Contributions Realized Gains on (3,730) 7,889 (69,575) - - Investments Net Increase in (3,716) (2,273,835) - - - Fair Market Value of Investments 594,729 (426,568) 139,431 222,087 63,901 Decreases: Distributions to Participants 52,886 600,872 32,437 33,685 8,811 Investor Advisory and Trustee Fees 25,449 8,233 - - - Net Increases 516,394 (1,035,673) 106,994 188,402 55,090 Interfund 2,124,496 (833,513) (3,326,386) (3,965,580) Transfers Net Loans Issued 31,354 136,054 (3,115) (20,615) 153,116 Assets Available for Benefits, - 13,716,715 3,222,507 3,797,793 748,932 beginning of year Assets Available for Benefits, end of year $2,672,244 $11,983,583 $ 0 $ 0 $957,138 (12) Continued 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 SCHEDULE I ADVANTA Corp. Employee Savings Plan EIN 23-1462070 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1994 Cost Market Value Cash $ 38,139 $ 38,139 Managed Investment Funds GIC: 113,141 shares, 1,805,033 1,882,460 market value per share $16.64 Strategic Balanced: 206,310 shares, 2,000,014 2,068,284 market value per share $10.03 Growth/Value: 88,084 shares, 1,425,544 1,457,999 market value per share $16.55 International Equity: 87,694 shares, 1,124,282 1,101,725 market value per share $12.56 Strategic Growth: 262,547 shares, 2,546,480 2,542,804 market value per share $9.69 *ADVANTA Corp. Common Stock Fund 4,570,179 11,637,491 Class A: 140,259 shares, market value $26.25 per share Class B: 313,244 shares, market value $25.25 per share Participant Loans Receivable, bearing interest from 7% to 11.5% 957,138 957,138 $14,466,809 $21,686,040 * Party-in-interest to the Plan Schedule II ADVANTA Corp. Employee Savings Plan EIN 23-1462070 Item 27d- Schedule of Reportable Transactions For The Year Ended December 31, 1994 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) GIC Mutual Fund $2,015,182 $2,015,182 $2,015,182 Strategic Balanced Mutual Fund 2,202,131 2,202,131 2,202,131 Growth/Value Mutual Fund 1,456,712 1,456,712 1,456,712 International 1,115,535 1,115,535 1,115,535 Equity Mutual Fund Strategic 2,752,530 2,752,530 2,752,530 Growth Mutual Fund Advanta Corp. B Common Stock 1,881,813 1,881,813 1,881,813 Total $11,423,903 $11,423,903 $11,423,903 GIC Mutual Fund $249,592 245,442 249,592 $ 4,150 Strategic Balanced Mutual Fund 219,690 211,643 219,690 8,047 Growth/Value Mutual Fund 66,887 65,684 66,887 1,203 International Equity Mutual Fund 31,501 31,418 31,501 83 Strategic Growth Mutual Fund 236,023 239,753 236,023 (3,730) Advanta Corp. B Common Stock 785,608 783,248 785,608 2,360 Windsor II Mutual Fund 3,326,386 3,395,961 3,326,386 (69,575) Guaran-T Rate Money Market 3,797,793 3,797,793 3,797,793 0 Total $8,713,480 $ 8,770,942 $ 8,713,480 $(57,462)
Schedule II (Continued) ADVANTA Corp. Employee Savings Plan Item 27d - Schedule of Reportable Transactions For Year Ended December 31, 1994 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: GIC 21 $2,015,182 Strategic Balanced 23 2,202,131 Growth/Value 20 1,456,712 International Equity 21 1,115,535 Strategic Growth 21 2,752,530 Advanta Corp. Stock B 28 1,881,813 Sales: GIC 8 245,442 Strategic Balanced 8 211,643 Growth/Value 9 65,684 International Equity 6 31,418 Strategic Growth 8 239,753 Advanta Corp. Stock B 13 783,248 Windsor II 1 3,395,961 Guaran-T Money Market 1 3,797,793 EXHIBIT INDEX Exhibit No. Document 1 Consent of Independent Public Accountants 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 LLP Philadelphia, PA June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----