-----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, Ba6glVFEuyErOP8+86JEJZVhRJ5K4sh4A7kbqjAKTin6ISD684OhjSGHLXRnE1sH 2EbbdUpPOMnPkGDjW1JLcA== 0000893220-98-000504.txt : 19980306 0000893220-98-000504.hdr.sgml : 19980306 ACCESSION NUMBER: 0000893220-98-000504 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980305 SROS: NONE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-38014 FILM NUMBER: 98558230 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 FILED BY: 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: SC 13E4/A 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 SC 13E4/A 1 SCHEDULE 13E-4 AMENDMENT NO. 2 ADVANTA CORP. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 2) (FINAL AMENDMENT) ADVANTA CORP. - -------------------------------------------------------------------------------- (NAME OF ISSUER) ADVANTA CORP. - -------------------------------------------------------------------------------- (NAME OF PERSON(S) FILING STATEMENT) CLASS A COMMON STOCK CLASS A PURCHASE RIGHTS CLASS B COMMON STOCK CLASS B PURCHASE RIGHTS DEPOSITARY SHARES EACH REPRESENTING ONE ONE-HUNDREDTH INTEREST IN A SHARE OF 6 3/4% CONVERTIBLE CLASS B PREFERRED STOCK, SERIES 1995 (STOCK APPRECIATION INCOME LINKED SECURITIES (SAILS)) - -------------------------------------------------------------------------------- (TITLES OF CLASSES OF SECURITIES) 007942 10 5 007942 11 3 007942 20 4 007942 12 1 007942 30 3 - -------------------------------------------------------------------------------- (CUSIP NUMBERS OF CLASSES OF SECURITIES) ELIZABETH MAI, ESQ. WELSH AND MCKEAN ROADS, P.O. BOX 844 SPRING HOUSE, PENNSYLVANIA 19477 (215) 444-5000 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPY TO: JAY A. DUBOW, ESQ. WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP TWELFTH FLOOR PACKARD BUILDING 111 SOUTH 15TH STREET PHILADELPHIA, PA 19102-2678 JANUARY 20, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------------------- $850,012,904.00 $170,002.58 - --------------------------------------------------------------------------------------------
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $170,002.58 Filing party: Advanta Corp. ---------------- ------------------ Form or registration no.: Schedule 13E-4 Date filed: January 20, 1998 ---------------- ------------------
- --------------- * 1/50 of one percent of an assumed purchase of an aggregate of 7,882,750 shares of Class A Common Stock and 12,482,850 shares of Class B Common Stock at $40 per Share and 1,078,930 SAILS Depositary Shares at $32.80 per Share. ================================================================================ 2 This Amendment No. 2, the Final Amendment, amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") dated January 20, 1998 filed by Advanta Corp., a Delaware corporation. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning as set forth in the Statement. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Item 4 is hereby supplemented and amended by adding the following thereto: The Company accepted for purchase 7,882,750 Class A Shares at $40 per Share, representing approximately 44.80% of the Class A Shares tendered in the Offer after the purchase of Class A Shares tendered by Odd Lot Holders, 12,482,850 shares of its Class B Shares at $40 per Share, representing approximately 45.64% of the Class B Shares tendered in the Offer after the purchase of Class B Shares tendered by Odd Lot Holders, and 1,078,930 of its SAILS Depositary Shares at $32.80 per SAILS Depositary Share, representing approximately 46.66% of the SAILS Depositary Shares tendered in the Offer after the purchase of SAILS Depositary Shares tendered by Odd Lot Holders, tendered in accordance with the terms of its cash self tender offer which expired at 12:00 Midnight, New York City time, February 20, 1998. A total of 17,616,943 Class A Shares, 27,423,868 Class B Shares and 2,343,737 SAILS Depositary Shares were tendered in the Offer. Immediately prior to the expiration of the Offer, there were 18,206,326 Class A Shares issued and outstanding, exclusive of restricted Class A Shares, 25,071,306 Class B Shares issued and outstanding, exclusive of Treasury Shares and restricted Class B Shares, and 2,500,000 SAILS Depositary Shares issued and outstanding. In the Offer, the Company accepted for purchase and paid for 7,858,594 Class A Shares, exclusive of Class A Shares subject to employee stock options, 11,296,787 Class B Shares, exclusive of Class B Shares subject to employee stock options, and 1,078,930 SAILS Depositary Shares. The final proration factors for all Class A Shares, Class B Shares and SAILS Depository Shares tendered was 44.800803%, 45.642323%, and 46.665557%, respectively. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented and amended as follows: (a)(14) Form of Press Release issued by the Company on February 27, 1998. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ADVANTA CORP. By: /s/ Elizabeth H. Mai ---------------------------- Elizabeth H. Mai Senior Vice President, Secretary and General Counsel Dated: March 5, 1998 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------------------------------------------------------------------------------- (a)(14) Form of Press Release issued by the Company on February 27, 1998.
EX-99.A(14) 2 FORM OF PRESS RELEASE 1 NEWS RELEASE [ADVANTA LETTERHEAD] [ADVANTA LOGO] Exhibit 99.A (14) 98/07 Investor Relations (215) 444-5335 Corporate Communications (215) 444-5073 ADVANTA ANNOUNCES FINAL RESULTS OF TENDER OFFER SPRING HOUSE, PA, FEBRUARY 27, 1998 -- Advanta Corporation (NASDAQ: ADVNB; ADVNA; ADVNZ) today announced the final results for the Company's Tender Offer. The Company purchased 7,882,750 shares of its Class A Common Stock at $40 per share net, representing 44.80% of the shares of Class A Common Stock tendered, 12,482,850 shares of its Class B Common Stock at $40 per share net, representing 45.64% of the shares of Class B Common Stock tendered, as well as 1,078,930 shares of its Stock Appreciation Income Linked Securities (SAILS) Depositary Shares at $32.80 per share net, representing 46.66% of the SAILS Depositary Shares tendered. As the tender offer was oversubscribed, the shares were purchased pro rata. The Company distributed approximately $850 million to its shareholders through this repurchase of shares. As previously announced, the Tender Offer expired at 12:00 midnight, New York City time on February 20 1998. Payment will be completed promptly for all shares properly tendered and accepted, subject to proper delivery of shares in accordance with the terms of the tender offer. Following the purchase, on a diluted basis, the Company has approximately 10.4 million shares of Class A Common Stock and 15.3 million shares of Class B Common Stock outstanding, including 1.4 million SAILS Depositary Shares. Advanta is a highly focused financial services company with 2,200 employees, approximately $6.6 billion in managed assets and an additional $9.2 billion in assets serviced for third parties. Advanta provides consumers and small businesses with innovative products and services including mortgages, equipment leases, corporate credit cards, insurance and deposit products. The Company also provides a full range of loan purchasing, contract servicing and securitization services to the mortgage industry. # # # # -----END PRIVACY-ENHANCED MESSAGE-----