-----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, LKpca5oMo5TF52o0ktCDohAM9Wdj0CPuV9Q+qBYzH8B+nXKLReHxLYPD268aCQ16 LAi7pigxljbcHmqOYsrfiA== 0000096638-98-000007.txt : 19980629 0000096638-98-000007.hdr.sgml : 19980629 ACCESSION NUMBER: 0000096638-98-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 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 SEC ACT: SEC FILE NUMBER: 000-14120 FILM NUMBER: 98655332 BUSINESS ADDRESS: STREET 1: P.O. BOX 844 STREET 2: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19044 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 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 [NO FEE REQUIRED], FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 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. Welsh and McKean Roads P.O. Box 844 Spring House, PA 19477-0844 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 24, 1998 By: /s/ _________________________________ Elizabeth Mai 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, 1997 and 1996 Statements of Changes in Assets Available for Benefits for the Years Ended December 31, 1997, 1996 and 1995 Notes to Financial Statements SCHEDULES: I - Schedule of Assets Held for Investment Purposes as of December 31, 1997. II - Schedule of Reportable Transactions for the Year Ended December 31, 1997. 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, 1997 and 1996, and the related statements of changes in assets available for benefits for each of the three years in the period ended December 31, 1997. 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 Advanta Corp. Employee Savings Plan as of December 31, 1997 and 1996, and the changes in assets available for benefits for each of the three years in the period ended December 31, 1997, 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. Philadelphia, PA June 24, 1998 Advanta Corp. Employee Savings Plan Statements of Assets Available for Benefits December 31, 1997 1996 Assets Cash $ 8,192 $ 330,491 Investments (Note 8): Managed Investment Funds GIC - 3,285,782 Strategic Balanced - 3,915,136 Growth/Value - 4,578,709 International Equity - 2,462,285 Strategic Growth - 6,405,667 T.Rowe Price Stable Value 6,334,571 - Western Asset Management Core 462,288 - Dodge and Cox Balanced 3,655,425 - Vanguard Index Trust 500 6,580,109 - Dodge and Cox Stock 4,165,892 - Vanguard International Growth 2,339,159 - Hancock Special Equities 2,468,575 - Putnam New Opportunities 3,374,212 - Common Stock Fund (Advanta Corp. Common Stock, Class A and B) 12,387,483 20,878,353 Employer Contribution Receivable 1,810,744 1,321,636 Participant Loans Receivable (Note 2) 2,020,290 1,484,178 Total Assets Available for Benefits $45,606,940 $44,662,237 The accompanying notes are an integral part of these statements. Advanta Corp. Employee Savings Plan Statements of Changes in Assets Available for Benefits For the Year Ended December 31, 1997 1996 1995 Increases: Interest and Dividend Income $ 1,387,291 $ 347,389 $ 248,383 Employee Contributions 6,509,310 4,882,761 3,614,587 Employer Contributions 3,496,542 2,545,390 1,974,929 Realized Gains on Investments 4,595,929 333,596 537,769 Net (Decrease) Increase in Fair Market Value of Investments (9,561,030) 4,116,079 7,115,383 6,428,042 12,225,215 13,491,051 Decreases: Distributions to Participants 5,274,753 1,512,188 1,614,172 Investor Advisory and Trustee Fee 208,586 229,190 177,457 5,483,339 1,741,378 1,791,629 Net Increases 944,703 10,483,837 11,699,422 Assets Available for Benefits, beginning of year 44,662,237 34,178,400 22,478,978 Assets Available for Benefits, end of year $45,606,940 $44,662,237 $34,178,400 The accompanying notes are an integral part of these statements. Advanta Corp. Employee Savings Plan Notes to Financial Statements December 31, 1997 (1) Description of Plan: The Advanta Corp. Employee Savings Plan (the "Plan"), as amended, was adopted effective July 1, 1983 and is a defined contribution plan available to all employees of Advanta Corp. (the "Company") and certain of its subsidiaries and affiliates 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 subject to the limits under Section 401 of the Internal Revenue Code. The Company also makes matching 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 equal to 50% of each employee's contributions up to 5% of the employee's compensation (as defined in the Plan). The Company may make an additional matching contribution for the benefit of participants who are employed as of the last day of the Plan Year. Total employer contributions in each of the Plan years 1997, 1996, and 1995 were 100% of the first 5% of employees' compensation contributed to the Plan. The Plan is subject to certain non-discrimination standards under Section 401(k) of the Internal Revenue Code. In order to comply with these standards, certain participants who are "highly compensated employees" (as defined in the Internal Revenue Code) may have a portion of their contributions refunded to them after the end of the Plan Year. 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. 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 T. Rowe Price Stable Value Fund: This fund invests primarily in insurance contracts with a portion of the funds' assets in synthetic investment contracts. The contract value of the investment contracts approximates market value. o Western Asset Management Core Fund: This fund seeks to provide moderate long-term return with moderate short-term volatility by investing in high-quality bonds backed by the U.S. government or its agencies, or by corporations with high credit ratings. o Dodge and Cox Balanced Fund: This fund offers the benefit of asset allocation and invests primarily in common stocks, convertible securities, and corporate and government bonds. o Vanguard Index Trust 500 Fund: This fund seeks to duplicate the return of the Standard and Poor's 500 composite Stock Price Index by investing in the stocks that make up the S&P 500. o Dodge and Cox Stock Fund: This fund invests primarily in stocks of large companies representing different market sectors. In addition to stocks, this fund may also invest in convertible securities and cash equivalents. o Vanguard International Growth Fund: This fund invests primarily in common stocks and securities convertible to common stocks of large companies with international franchises located outside the United States with above average growth potential. o Hancock Special Equities Fund: This fund seeks to invest primarily in U.S. common stocks in a diversified group of emerging growth companies focusing on companies with above-average long-term capital growth potential. o Putnam New Opportunities Fund: This fund seeks larger high-growth companies investing primarily in U.S. common stocks but also may purchase foreign securities, convertible securities, and warrants. 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, loans are available to participants under certain specified conditions. The principal amount of Plan 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. Plan loans are generally limited to a term of 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. Plan loans are collateralized by the participant's accrued benefit in the Plan. (3) Basis of Accounting: The accompanying financial statements have been prepared using the accrual basis of accounting. (4) Use of Estimates: The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and changes therein. Actual results could differ from those estimates. (5) Valuation of Assets: Effective July 1, 1997, the Plan was amended. Pursuant to the amendments to the Plan, the investment options that existed at December 31, 1996 were replaced with new investment options. Plan participants may invest their contributions and Employer contributions in one or more of the following investment options: any of eight investment portfolios managed by investment advisory firms (See Note 1) and the Common Stock Fund. In addition, Wilmington Trust Company replaced PW Trust Company as Trustee of the Plan. Separate accounts are maintained for each participant 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 (including employee contributions and Company matching contributions) to the total account balance in each fund. (6) Administrative Expenses: Prior to July 1, 1997, all expenses of administration of the Plan and other fees incident to the management of the Plan were paid for by the Company, except for brokerage commissions, investment advisory fees, trustee fee and transfer taxes. Effective July 1, 1997 all expenses of administration of the Plan and other fees incident to management of the Plan are paid for by the Company, except for brokerage commissions, investment advisory fees and transfer taxes. (7) 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. (8) Investments: Investments held by the Plan at December 31, 1997 are summarized in Schedule 1. The carrying values of individual investments that represent more than 5% of the Plan's net assets as of December 31, 1997 and 1996 are as follows: 1997 1996 GIC - $ 3,285,782 Strategic Balanced - $ 3,915,136 Growth/Value - $ 4,578,709 International Equity - $ 2,462,285 Strategic Growth - $ 6,405,667 T. Rowe Price Stable Value $ 6,334,571 - Dodge and Cox Balanced Fund $ 3,655,425 - Vanguard Index Trust 500 Fund $ 6,580,109 - Dodge and Cox Stock Fund $ 4,165,892 - Vanguard International Growth $ 2,339,159 - Fund Hancock Special Equities Fund $ 2,468,575 - Putnam New Opportunities Fund $ 3,374,212 - Common Stock Fund $12,387,483 $20,878,353 All investments are stated at fair market value on the statement of net assets. Fair market value for the investments is based on quoted market prices or dealer quotes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. (9) Federal Income Taxes: The Internal Revenue Service issued a determination letter dated December 30, 1994 stating that the Plan was designed in accordance with applicable Internal Revenue Code requirements as of that date. The Plan has been amended since receiving the determination letter. However, the Plan administrator and management believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt for the years ended December 31, 1997 and 1996. (10) Distributions To Participants: Distributions payable as of year-end 1997, 1996 and 1995 were $0, $291,689 and $179,716 respectively. (11) Subsequent Events: The Common Stock Fund which consists of shares of Advanta Corp.'s Class A Common Stock and Class B Common Stock shares decreased from a market value per share of $26.25 and $25.375, respectively at December 31, 1997 to a market value per share of $20.78 and $19 respectively at June 24, 1998. Pursuant to the terms of a contribution agreement (the "Agreement") dated as of October 28, 1997, as amended February 20, 1998, by and between the Company and Fleet Financial Group, Inc. ("Fleet"), on February 20, 1998 the Company and certain of its subsidiaries and Fleet and certain of its subsidiaries each contributed certain assets and liabilities of their respective consumer credit card businesses in exchange for an ownership interest in a newly formed Rhode Island limited liability company, Fleet Credit Card LLC (the "Fleet Transaction"). Concurrent with the Fleet Transaction, the Company purchased 7,882,750 shares of Class A Common Stock and 12,482,850 of its Class B Common Stock at $40 per share net. Participants who invested in Advanta Corp.'s Class A Common Stock or Class B Common Stock in the Plan were eligible to tender their respective shares at $40 per share, net. Participants reinvested the proceeds, from shares purchased by the Company, into investment options currently available under the Plan. In connection with the Fleet Transaction, 1,405 participants were transferred to Fleet Credit Card LLC. As a result, approximately $16.6 million of Plan assets as of March 31, 1998, will be transferred to Fleet's defined contribution plan. The completion of this transfer will take place on June 30, 1998. (12) Reconciliation to Form 5500: The following reconciles the net assets available for benefits to the net assets reported on the 1997 Form 5500. 1997 1996 Total Asset Available for Benefits $45,606,940 $44,662,237 Distributions Payable 0 (291,689) Net Assets Per Line 31(L) Form $45,606,940 $44,370,548 5500 (13) The schedules of allocation of assets available for benefits to investment funds as of December 31, 1997 and 1996 are as follows: For the Year Ended December 31, 1997 T. Rowe Western Price Management Dodge and Assets Cash Stable Asset Cox Value Core Balanced Cash $ 8,192 $ - $ - $ - Investments: Managed Investment Funds T. Rowe Price Stable Value - 6,334,571 - - Western Asset Management Core - - 462,288 - Dodge and Cox Balanced Fund - - - 3,655,425 Vanguard Index Trust 500 - - - - Dodge and Cox Stock - - - - Vanguard International Growth - - - - Hancock Special Equities - - - - Putnam New Opportunities - - - - Common Stock Fund (Advanta Corp. Common Stock Class A and B) - - - - Employer Contribution Receivable - 345,395 26,223 136,768 Participant Loans Receivable - - - - Total Assets Available For Benefits $ 8,192 $6,679,966 $ 488,511 $ 3,792,193 (13) Continued For the Year Ended December 31, 1997 Vanguard Vanguard Hancock Index Dodge and International Special Assets Trust 500 Cox Stock Growth Equities Cash $ - $ - $ - $ - Investments: Managed Investment Funds T. Rowe Price Stable Value - - - - Western Asset Management Core - - - - Dodge and Cox Balanced Fund - - - - Vanguard Index Trust 6,580,109 - - - 500 Dodge and Cox Stock - 4,165,892 - - Vanguard International Growth - - 2,339,159 - Hancock Special Equities - - - 2,468,575 Putnam New Opportunities - - - - Common Stock Fund (Advanta Corp. Common Stock Class A and B) - - - - Employer Contribution Receivable 338,784 200,200 152,474 130,714 Participant Loans Receivable - - - - Total Assets Available For Benefits $6,918,893 $4,366,092 $ 2,491,633 $2,599,289 (13) Continued For the Year Ended December 31, 1997 Common Participant Putnam New Stock Loans Assets Opportunities Funds Receivable Total Cash $ - $ - $ - $ 8,192 Investments: Managed Investment Funds T. Rowe Price Stable Value - - - 6,334,571 Western Asset Management Core - - - 462,288 Dodge and Cox Balanced Fund - - - 3,655,425 Vanguard Index Trust - - - 6,580,109 500 Dodge and Cox Stock - - - 4,165,892 Vanguard International - - - 2,339,159 Growth Hancock Special Equities - - - 2,468,575 Putnam New Opportunities 3,374,212 - - 3,374,212 Common Stock Fund (Advanta Corp. Common Stock Class A and B) - 12,387,483 - 12,387,483 Employer Contribution Receivable 194,517 285,669 - 1,810,744 Participant Loans Receivable - - 2,020,290 2,020,290 Total Assets Available For Benefits $ 3,568,729 $12,673,152 $2,020,290 $45,606,940 (13) Continued For the Year Ended December 31, 1996 Strategic Balanced Growth/ Assets Cash GIC Portfolio Value Cash $330,491 $ - $ - $ - Investments: Managed Investment Funds GIC - 3,285,782 - - Strategic Balanced - - 3,915,136 - Growth/Value - - - 4,578,709 - International Equity - - - - Strategic Growth - - - - Common Stock Fund (Advanta Corp. Common Stock Class A and B) - - - - Employer Contribution Receivable - 102,781 159,100 181,204 Participant Loans Receivable - - - - Total Assets Available For Benefits $330,491 $ 3,388,563 $4,074,236 $4,759,913 (13) Continued For the Year Ended December 31, 1996 International Strategic Common Assets Equity Growth Stock Funds Cash $ - $ - $ - Investments: Managed Investment Funds - - - GIC - - - Strategic Balanced - - - Growth/Value - - - International Equity 2,462,285 - - Strategic Growth - 6,405,667 - Common Stock Fund (Advanta Corp. Common Stock Class A and B) - - 20,878,353 Employer Contribution Receivable 110,936 281,640 485,975 Participant Loans Receivable - - - Total Assets Available For Benefits $2,573,221 $6,687,307 $21,364,328 (13) Continued For the Year Ended December 31, 1996 Participant Loans Assets Receivable Total Cash $ - $ 330,491 Investments: Managed Investment Funds GIC - 3,285,782 Strategic Balanced - 3,915,136 Growth/Value - 4,578,709 International Equity - 2,462,285 Strategic Growth - 6,405,667 Common Stock Fund (Advanta Corp. Common Stock Class A and B) - 20,878,353 Employer Contribution - 1,321,636 Receivable Participant Loans Receivable 1,484,178 1,484,178 Total Assets Available For Benefits $ 1,484,178 $ 44,662,237 (14) The schedules of allocation of plan income and changes in assets available for benefits to investment funds for the years ended December 31, 1997 and 1996 are as follows: For the Year Ended December 31, 1997 Strategic Balanced Growth/ Cash GIC Portfolio Value Increases: Interest and Dividend Income $ 27,999 $ 150 $ 173 $ 243 Employee Contributions - 342,045 413,153 561,968 Employer Contributions - 66,712 100,901 130,025 Realized Gains (Losses) on Investments - 158,785 947,230 1,424,943 Net (Decrease) Increase in Fair Market Value of Investments - (1,779) (4,546) 573 27,999 565,913 1,456,911 2,117,752 Decreases: Distributions to Participants 407,367 224,666 172,473 276,044 Investor Advisory and Trustee Fees - 12,537 39,191 50,169 407,367 237,203 211,664 326,213 Net (Decrease) Increase (379,368) 328,710 1,245,247 1,791,539 Interfund Transfers 56,954 (3,642,255) (5,262,847) (6,509,460) Net Loans Issued 115 (75,018) (56,636) (41,992) Assets Available for Benefits, beginning of year 330,491 3,388,563 $4,074,236 $4,759,913 Assets Available for Benefits, end of year $ 8,192 $ - $ - $ - (14) Continued For the Year Ended December 31, 1997 Western T. Rowe Asset International Strategic Price Stable Management Equity Growth Value Core Increases: Interest and Dividend Income $ 126 $ 311 $ 165,376 $ 23,884 Employee Contributions 305,349 540,307 629,244 39,375 Employer Contributions 72,326 183,884 574,282 37,882 Realized Gains (Losses) on Investments 443,122 1,781,212 - (31) Net (Decrease) Increase in Fair Market Value of Investments 11,850 36,906 - (1,399) 832,773 2,542,620 1,368,902 99,711 Decreases: Distributions to Participants 89,631 349,702 1,517,119 (1,123) Investor Advisory and Trustee Fees 23,107 65,997 - - 112,738 415,699 1,517,119 (1,123) Net (Decrease) Increase 720,035 2,126,921 (148,217) 100,834 Interfund (3,253,549) (8,742,251) 6,834,093 399,825 Transfers Net Loans Issued (39,707) (71,977) (5,910) (12,148) Assets Available for Benefits, beginning of 2,573,221 6,687,307 - - year Assets Available for Benefits, end of year $ - $ - $6,679,966 $488,511 (14) Continued For the Year Ended December 31, 1997 Dodge and Vanguard Dodge and Vanguard Cox Index Trust Cox Stock International Balanced 500 Growth Increases: Interest and Dividend Income $ 216,906 $ 94,707 $ 265,857 $ 99,522 Employee 320,992 562,225 367,542 318,929 Contributions Employer 200,407 470,524 288,332 222,925 Contributions Realized Gains (Losses) on Investments 1,935 9,103 2,773 (24,082) Net (Decrease) Increase in Fair Market Value of Investments (118,215) 235,571 (207,479) (360,558) 622,025 1,372,130 717,025 256,736 Decreases: Distributions to Participants 26,287 419,481 172,862 167,853 Investor Advisory and Trustee Fees - - - - 26,287 419,481 172,862 167,853 Net (Decrease) Increase 595,738 952,649 544,163 88,883 Interfund Transfers 3,214,495 5,969,570 3,840,979 2,425,432 Net Loans Issued (18,040) (3,326) (19,050) (22,682) Assets Available for Benefits, beginning of year - - - - Assets Available for Benefits, end of year $ 3,792,193 $6,918,893 $ 4,366,092 $2,491,633 (14) Continued For the Year Ended December 31, 1997 Hancock Special Putnam New Common Equities Opportunities Stock Fund Increases: Interest and Dividend Income $ - $ 73,101 $ 254,796 Employee 254,940 338,533 1,514,708 Contributions Employer 192,187 284,161 671,994 Contributions Realized Gains (Losses) on Investments 18,954 11,819 (179,834) Net (Decrease) Increase in Fair Market Value of Investments 94,083 128,358 (9,374,395) 560,164 835,972 (7,112,731) Decreases: Distributions to Participants 165,478 126,316 974,958 Investor Advisory and Trustee Fees - - 17,585 165,478 126,316 992,543 Net (Decrease) Increase 394,686 709,656 (8,105,274) Interfund 2,233,765 2,882,821 (447,572) Transfers Net Loans Issued (29,162) (23,748) (138,330) Assets Available for Benefits, beginning of year - - 21,364,328 Assets Available for Benefits, end of year $2,599,289 $ 3,568,729 $ 12,673,152 (14) Continued For the Year Ended December 31, 1997 Participant Loans Total Receivable Increases: Interest and Dividend Income $ 164,140 $ 1,387,291 Employee Contributions - 6,509,310 Employer Contributions - 3,496,542 Realized Gains (Losses) on Investments - 4,595,929 Net (Decrease) Increase in Fair Market Value of Investments - (9,561,030) 164,140 6,428,042 Decreases: Distributions to Participants 185,639 5,274,753 Investor Advisory and Trustee Fees - 208,586 185,639 5,483,339 Net (Decrease) Increase (21,499) 944,703 Interfund - - Transfers Net Loans Issued 557,611 - Assets Available for Benefits, beginning of year 1,484,178 44,662,237 Assets Available for Benefits, end of year $2,020,290 $45,606,940 (14) Continued For the Year Ended December 31, 1996 Strategic Balanced Growth/ Cash GIC Portfolio Value Increases: Interest and $ 9,110 $ 110 $ 163 $ 174 Dividend Income Employee Contributions - 405,330 620,088 643,633 Employer Contributions - 203,875 310,456 331,954 Realized Gains (Losses) on Investments - 4,035 (1,068) 19,534 Net Increase in Fair Market Value of Investments - 162,772 305,258 710,759 9,110 776,122 1,234,897 1,706,054 Decreases: Distributions to Participants 371,358 184,829 131,636 161,922 Investor Advisory and Trustee Fees - 14,333 51,263 51,883 371,358 199,162 182,899 213,805 Net (Decrease) Increase (362,248) 576,960 1,051,998 1,492,249 Interfund Transfers 444,851 119,270 (321,515) 386,831 Net Loans Issued 244,101 (30,159) (26,557) (67,853) Assets Available for Benefits, beginning of year 3,787 2,722,492 3,370,310 2,948,686 Assets Available for Benefits, end of year $330,491 $3,388,563 $4,074,236 $4,759,913 (14) Continued For the Year Ended December 31, 1996 Common International Strategic Stock Equity Growth Fund Increases: Interest and $ 133 $ 276 $ 219,473 Dividend Income Employee Contributions 433,976 1,092,924 1,686,810 Employer Contributions 211,750 527,377 959,978 Realized Gains (Losses) on Investments 9,198 864 301,033 Net Increase in Fair Market Value of Investments 69,677 1,051,315 1,816,298 724,734 2,672,756 4,983,592 Decreases: Distributions to Participants 109,310 167,259 370,633 Investor Advisory and Trustee Fees 28,472 74,843 8,396 137,782 242,102 379,029 Net (Decrease) Increase 586,952 2,430,654 4,604,563 Interfund Transfers 379,421 52,371 (1,061,229) Net Loans Issued (39,380) (57,072) (218,717) Assets Available for Benefits, beginning of year 1,646,228 4,261,354 18,039,711 Assets Available for Benefits, end of year $2,573,221 $6,687,307 $21,364,328 (14) Continued For the Year Ended December 31, 1996 Participant Loans Receivable Total Increases: Interest and Dividend Income $ 117,950 $ 347,389 Employee Contributions - 4,882,761 Employer Contributions - 2,545,390 Realized Gains (Losses) on Investments - 333,596 Net Increase in Fair Market Value of Investments - 4,116,079 117,950 12,225,215 Decreases: Distributions to Participants 15,241 1,512,188 Investor Advisory and Trustee Fees - 229,190 15,241 1,741,378 Net (Decrease) Increase 102,709 10,483,837 Interfund Transfers - - Net Loans Issued 195,637 - Assets Available for Benefits, beginning of year 1,185,832 34,178,400 Assets Available for Benefits, end of year $1,484,178 $44,662,237 SCHEDULE I Advanta Corp. Employee Savings Plan EIN 23-1462070 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 Market Cost Value Cash $ 8,192 $ 8,192 Managed Investment Funds T. Rowe Price Stable Value:6,334,571.31 shares, 6,334,571 6,334,571 Market value per share $1.00 Western Asset Core: 4,050.89 shares, 463,687 462,288 Market value per share $114.12 Dodge and Cox Balanced: 54,738.32 shares, 3,773,633 3,655,425 Market value per share $66.78 Vanguard Index Trust 500: 73,039.28 shares, 6,344,538 6,580,109 Market value per share $90.09 Dodge and Cox Stock: 44,050.88 shares, 4,373,352 4,165,892 Market value per share $94.57 Vanguard International Growth: 142,718.69 2,699,766 2,339,159 shares, Market value per share $16.39 Hancock Special Equities: 93,294.58 shares, 2,374,485 2,468,575 Market value per share $26.46 Putnam New Opportunities: 69,356.88 shares, 3,245,854 3,374,212 Market value per share $48.65 *Advanta Corp. Common Stock Fund 15,909,454 12,387,483 Class A: 93,452 shares, market value $26.25 per share Class B: 391,425 shares, market value $25.38 per share Participant Loans Receivable, Bearing interest from 9 3/4% to 10% 2,020,290 2,020,290 $47,547,822 $43,796,196 * 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, 1997 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.
Identity Description Purchase Selling Cost Net Gain Number of of Party of Price Price of Asset or Transactions Asset (loss) T. Rowe Price Mutual $ 8,949,892 $ - $ 8,949,892 $ - 41 Stable Value Fund Fund Dodge and Cox Mutual 3,896,395 - 3,896,395 - 64 Balanced Fund Fund Vanguard Index Mutual 6,863,377 - 6,863,377 - 70 500 Fund Dodge and Cox Mutual 4,608,791 - 4,608,791 - 69 Stock Fund Fund Vanguard Mutual 2,986,524 - 2,986,524 - 64 International Fund Growth John Hancock Mutual 2,621,499 - 2,621,499 - 54 Special Equity Fund Equity Putnam New Mutual 3,449,260 - 3,449,260 62 Opportunities Fund Total $33,375,738 $ - $33,375,738 $ - T. Rowe Price Stable Value Mutual Fund Fund $ 2,615,321 $2,615,321 $ 2,615,321 $ - 65 GIC Mutual 4,444,061 4,285,276 4,444,061 158,785 16 Fund Strategic Mutual 5,570,616 4,623,386 5,570,616 947,230 16 Balances Fund Growth/Value Mutual 7,241,958 5,817,015 7,241,958 1,424,943 15 Fund International Mutual 3,477,267 3,034,145 3,477,267 443,122 16 Equity Fund Strategic Mutual 9,650,243 7,869,031 9,650,243 1,781,212 17 Growth Fund Total $32,999,466 $28,244,174 $32,999,466 $4,755,292
Schedule II (Continued) Advanta Corp. Employee Savings Plan Item 27d - Schedule of Reportable Transactions For Year Ended December 31, 1997 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: T. Rowe Price Stable Value Fund 41 8,949,892 Dodge and Cox Balanced Fund 64 3,896,395 Vanguard Index Trust 500 70 6,863,377 Dodge and Cox Stock Fund 69 4,608,791 Vanguard International Growth 64 2,986,524 John Hancock Special Equity 54 2,621,499 Putnam New Opportunities 62 3,449,260 Sales: T. Rowe Price Stable Value Fund 65 2,615,321 GIC 16 4,444,061 Strategic Balanced 16 5,570,616 Growth/Value 15 7,241,958 International Equity 16 3,477,267 Strategic Growth 17 9,650,243 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. 33-10790, 33-47308, 33-50209, 333-01681 and 333-04471. Philadelphia, PA June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----