-----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, HyeILWnP5o4QIRKRZn4jNUn+GCiXmf4SFKLpCE0BzkKZNLwDb56iBz+l9xVWxMvL gnUn+/jbok8MNGBnKDK5Xg== 0000893220-99-000148.txt : 19990210 0000893220-99-000148.hdr.sgml : 19990210 ACCESSION NUMBER: 0000893220-99-000148 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-28291 FILED AS OF DATE: 19990208 EFFECTIVENESS DATE: 19990208 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-71995 FILM NUMBER: 99524565 BUSINESS ADDRESS: STREET 1: P.O. BOX 844 STREET 2: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 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 S-3MEF 1 FORM S-3MEF ADVANTA CORP 1 As filed with the Securities and Exchange Commission, via EDGAR, on February 8, 1999. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADVANTA CORP. (Exact name of registrant as specified in its charter) Delaware 23-1462070 (State or other (I.R.S. Employer Identification jurisdiction of Number) incorporation of each registrant) Welsh & McKean Roads SpringHouse, PA 19477 (215) 657-4000 (Address, including zip code, and telephone number, including area code, of registrant principal executive offices) Elizabeth H. Mai, Esquire Senior Vice President, Secretary and General Counsel Advanta Corp. Welsh & McKean Roads SpringHouse, PA 19477 (215) 657-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-28291 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
=================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM- TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (1) PRICE (2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- RediReserve Certificates, Notes.................... $8,100,000 100% $8,100,000 $2,251.80(3) ===================================================================================================================================
(1) In no event will the aggregate initial offering price of the securities registered hereby exceed $8,100,000, or the equivalent thereof in one or more foreign currencies or units of two or more foreign currencies or composite currencies, including the European Currency Unit. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. (3) Less than the amount wired to the Commission on February 8, 1999, the balance of which will be applied to the Registrant's future filings. 2 EXPLANATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"). The information in the Registration Statement on Form S-3 (File No. 333-28291 filed by Advanta Corp. (the "Registrant") on June 2, 1997 with the Securities and Exchange Commission (the "Commission")) pursuant to the Securities Act is incorporated by reference into this Registration Statement. CERTIFICATION In accordance with Rule 111(b) under the Securities Act, the undersigned Registrant certifies as follows: (i) the Registrant or its agent has instructed the Registrant's bank or a wire transfer service to transmit to the Commission the applicable filing fee by a wire transfer of such amount from the account of the Registrant or its agent to the Commission's account at Mellon Bank as soon as practicable but no later than the close of the next business day following the filing of this Registration Statement pursuant to Rule 462(b); (ii) the Registrant or its agent will not revoke such instructions; and (iii) the Registrant or its agent has sufficient funds in such account to cover the amount of such filing fee. The Registrant further undertakes that, if such instructions have been sent after the close of business of such bank or wire transfer service, it will confirm receipt of such instructions by such bank or wire transfer service during regular business hours on the following business day. -2- 3 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Spring House, Commonwealth of Pennsylvania, on February 8, 1999. Advanta Corp. By: /s/ John J. Calamari ------------------------------------------------------ Vice President, Finance and Chief Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth H. Mai, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 5, 1999.
Signature Title /s/ Dennis Alter - --------------------------------------- Dennis Alter Chief Executive Officer and Chairman of Board /s/ William A. Rosoff - --------------------------------------- William A. Rosoff Vice Chairman and Director /s/ Olaf Olafsson - --------------------------------------- Olaf Olafsson President and Director
II-1 4 /s/ Phillip Browne - --------------------------------------- Phillip Browne Senior Vice President and Chief Financial Officer /s/ John J. Calamari - --------------------------------------- John J. Calamari Vice President, Finance and Chief Accounting Officer /s/ Arthur P. Bellis - --------------------------------------- Arthur P. Bellis Director - --------------------------------------- Max Botel Director /s/ William C. Dunkelberg - --------------------------------------- William C. Dunkelberg Director /s/ Dana Becker Dunn - --------------------------------------- Dana Becker Dunn Director /s/ Robert C. Hall - --------------------------------------- Robert C. Hall Director /s/ James E. Ksansnak - --------------------------------------- James E. Ksansnak Director - --------------------------------------- Ronald Lubner Director /s/ Michael Stolper - --------------------------------------- Michael Stolper Director
II-2 5 EXHIBIT INDEX
ITEM Description - ---- ----------- 5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP. 23.1 Consent of Arthur Andersen LLP. 23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in Exhibit 5). 24 Powers of Attorney (see pages II-1 and II-2).
II-3 EX-5 2 OPINION & CONSENT OF WOLF,BLOCK,SCHORR,SOLIS COHEN 1 Exhibit 5 LAW OFFICES WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP TWELFTH FLOOR PACKARD BUILDING 111 SOUTH 15TH STREET PHILADELPHIA, PA 19102-2678 (215) 977-2000 FACSIMILE: (215) 977-2334 (215) 977-2000 February 8, 1999 Advanta Corp. Welsh and McKean Roads P.O. Box 844 Spring House, PA 19477 Re: Registration Statement on Form S-3 Ladies and Gentlemen: As special counsel to Advanta Corp. (the "Company"), we have assisted in the preparation of a Registration Statement on Form S-3 (the "Registration Statement") for filing with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the proposed offering from time to time of up to $8,100,000 aggregate principal amount of RediReserve Money Market Certificates which are payable at the demand of the holder (the "RediReserve Certificates") and Notes with 91 Day, Six, Eighteen and Thirty Month and One, Two, Three, Four, Five, Seven and Ten Year maturities (collectively with the RediReserve Certificates, the "Securities"), all of which will be uncertificated. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act. In connection with the opinions expressed herein, we have examined, among other things, the originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation and Bylaws of the Company, the registration statement on Form S-3 (Commission File No. 333-28291) declared effective by the Securities and Exchange Commission on August 6, 1997 (the "Prior Registration Statement"), the Registration Statement, resolutions of the Executive Committee of the Board of Directors of the Company with respect to the Registration Statement and the Prior Registration Statement and the authorization of the 2 Advanta Corp. February 8, 1999 Page 2 securities registered thereby (collectively the "Executive Committee Resolutions"), the Indenture dated October 23, 1995 between the Company and The Chase Manhattan Bank, as successor trustee (the "Indenture"), and such other documents as we have deemed necessary or appropriate for the purpose of rendering this opinion. In our examination, we have assumed without independent verification (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents, and (v) the power and authority of all persons other than the Company signing such documents to execute, deliver and perform such documents, and the valid authorization, execution and delivery of such documents by such other persons. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers or other representatives of the Company. We are admitted to practice in the Commonwealth of Pennsylvania and we do not express any opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America to the extent referred to specifically herein. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including applicable rules and regulations, in effect on the date hereof, and to the facts in existence on the date hereof. We assume no obligation to update such opinion. Based upon and subject to the foregoing, and such examinations of law and such other matters as we have deemed relevant under the circumstances, it is our opinion that when and if the definitive terms of any Securities and of their issue and sale have been duly established in accordance with the Executive Committee Resolutions, the consideration therefor approved by the Executive Committee of the Company's Board of Directors in accordance with the Executive Committee Resolutions has been received by the Company, and the Securities have been authenticated and delivered in accordance with the provisions of the Indenture so as not to violate any applicable law or agreement or instrument then binding on the Company, such Securities will be duly authorized, legal and valid binding obligations of the Company, enforceable in accordance with their terms and entitled to the benefits provided in the Indenture, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). We note that, as of the date hereof, a judgment for money in an action based on a Security denominated in a foreign currency, currency unit or composite currency in a federal or 3 Advanta Corp. February 8, 1999 Page 3 state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency, currency unit or composite currency in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Opinions" in the Prior Registration Statement and to the incorporation by reference of the information in the Prior Registration Statement into the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP EX-23.1 3 CONSENT OF ARTHUR ANDERSON LLP 1 Exhibit 23.1 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-3 Registration Statement of our reports dated February 27, 1998 included in Advanta Corp.'s Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this Form S-3 Registration Statement. /s/ Arthur Andersen LLP Philadelphia, PA February 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----