-----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, BYA9vURzD1X+GRebN6WYgSNfFkaIsC7NDBVJsZbdyGdOm1Iy4sUB6jA1y2OC5kAk UgYV7sDbUzJIMux69+pM+g== 0000893220-96-000594.txt : 19960424 0000893220-96-000594.hdr.sgml : 19960424 ACCESSION NUMBER: 0000893220-96-000594 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960423 SROS: NONE 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-50883 FILM NUMBER: 96549485 BUSINESS ADDRESS: STREET 1: 650 NAAMANS RD STREET 2: BRANDYWINE CORP CTR 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 424B5 1 PRICING SUPPLEMENT, ADVANTA CORP. 1 Filed Pursuant to Rule 424(b)(5) Registration No. 33-50883 PRICING SUPPLEMENT (To Prospectus Supplement Dated December 22, 1994 and Prospectus Dated November 8, 1993) $200,000,000 [ADVANTA LOGO] Corp. 7% NOTES DUE MAY 1, 2001 The Notes offered hereby (the "Notes") will mature on May 1, 2001. Interest on the Notes will be payable semiannually on May 1 and November 1 of each year, commencing November 1, 1996. The Notes may not be redeemed by Advanta Corp. (the "Company") prior to maturity, nor are they repayable at the option of the holder. The Notes will be issued only in registered form in denominations of $1,000 and integral multiples thereof. The Notes will be represented by global securities (the "Global Securities") registered in the name of a nominee of The Depository Trust Company ("DTC"), as Depositary. Beneficial interests in the Global Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC (with respect to participants' interests) and its participants. Except as described herein, Notes in definitive form will not be issued. The Notes will trade in DTC's Same Day Funds Settlement System until maturity and secondary market trading for the Notes will therefore settle in immediately available funds. All payments of principal and interest on the Notes will be made by the Company in immediately available funds. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, OR THE ACCOMPANYING PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - --------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC(1) DISCOUNT COMPANY(1)(2) Per Note.......................... 100.00% .50% 99.50% Total............................. $200,000,000 $1,000,000 $199,000,000
- -------------------------------------------------------------------------------- (1) Plus accrued interest, if any, from April 25, 1996. (2) Before deducting expenses payable by the Company. The Notes are offered subject to receipt and acceptance by the Underwriters, to prior sale and to the Underwriters' right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Notes will be made through the facilities of DTC on or about April 25, 1996. SALOMON BROTHERS INC CS FIRST BOSTON DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH & CO. The date of this Pricing Supplement is April 22, 1996. 2 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. RECENT DEVELOPMENTS On April 18, 1996, the Company announced quarterly earnings for the first quarter of 1996 with net income of $41.0 million and earnings per share of $.91, increases of 33% and 23%, respectively, over the $30.8 million and $.74 per share registered for the first quarter of 1995. Earnings for the fourth quarter of 1995 totalled $37.6 million or $.85 per share. From March 31, 1995, the Company's portfolio of managed receivables increased by $5.5 billion, or 64%, to $14.1 billion at March 31, 1996, and grew $1.9 billion, or 15%, since December 31, 1995. The ratio of earnings to fixed charges for 1995 and the three months ended March 31, 1996 were 2.26x and 2.10x, respectively. In the first quarter of 1996, the Company's consolidated managed charge-off and delinquency rates were 2.8% and 3.2%, respectively. Charge-offs increased over the 2.3% recorded in the previous quarter, and the delinquency rate was slightly below the 3.3% for the prior period. The first quarter 1996 charge-off and delinquency rates for managed credit cards were 3.2% and 2.7%, respectively, as compared to 2.6% posted for both measures in the prior quarter. CERTAIN TERMS OF THE NOTES The following description of the Notes supplements, and to the extent inconsistent therewith supersedes the descriptions of the general terms and provisions of the Notes set forth under "Description of Notes" in the accompanying Prospectus Supplement and "Description of Debt Securities" in the accompanying Prospectus, to which reference is hereby made. Certain capitalized terms used herein are defined in such Prospectus and Prospectus Supplement. The Notes will mature on May 1, 2001. The Interest Payment Dates for the Notes will be May 1 and November 1, commencing November 1, 1996. The regular record date with respect to any Interest Payment Date will be the April 15th and October 15th, whether or not a Business Day, immediately preceding the Interest Payment Date. The Notes will not be redeemable at the option of the Company or repayable at the option of a holder. UNDERWRITING Subject to the terms and conditions set forth in the Distribution Agreement, dated December 3, 1994 as amended by the Terms Agreement dated April 22, 1996, the Company has agreed to sell to the Underwriters named below, acting as principals, and each of the Underwriters has severally agreed to purchase the principal amount of the Notes set forth opposite its name below:
PRINCIPAL UNDERWRITER AMOUNT ------------------------------------------------------------------------------ ------------ Salomon Brothers Inc.......................................................... $ 50,000,000 CS First Boston Corporation................................................... 50,000,000 Donaldson, Lufkin & Jenrette Securities Corporation........................... 50,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated................................................ 50,000,000 ------------ Total............................................................... $200,000,000 ============
The Terms Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to take and pay for all the Notes if any are taken. The Underwriters have advised the Company that they propose initially to offer the Notes directly to the public at the public offering price set forth on the cover page of this Pricing Supplement and to certain dealers at such price less a concession not in excess of .30% of the principal amount of the Notes. The Underwriters may allow, and such dealers may reallow, a discount not in excess of .25% of the principal amount of the Notes to certain other dealers. After the initial public offering, the public offering price and such concessions may be changed. The Company does not intend to apply for listing of the Notes on a national securities exchange, but has been advised by the Underwriters that they intend to make a market in the Notes. The Underwriters are not obligated, however, to make a market in the Notes and may discontinue market making at any time without notice. No assurances can be given as to the liquidity of any trading market for the Notes. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
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