-----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, DpxfbgyY8qZmt3GGcRfvxUbtOGbexoHT37S9vDLYBj6fTtuL/bWlqEmDxDgsyO59 p+URRIWMkF0Qb8idmJmc0g== 0000893220-99-000791.txt : 19990701 0000893220-99-000791.hdr.sgml : 19990701 ACCESSION NUMBER: 0000893220-99-000791 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 99656680 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 11-K 1 EMPLOYEE SAVINGS PLAN 12/31/1998 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, 1998 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 ================================================================================ 2 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 30, 1999 By: /s/ Philip M. Browne ------------------------------------- Philip M. Browne Member of the Committee Administering the Plan 2 3 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, 1998 and 1997 Statements of Changes in Assets Available for Benefits for the Years Ended December 31, 1998, 1997 and 1996 Notes to Financial Statements SCHEDULES: I - Schedule of Assets Held for Investment Purposes as of December 31, 1998. II - Schedule of Reportable Transactions for the Year Ended December 31, 1998. 3 4 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, 1998 and 1997, and the related statements of changes in assets available for benefits for each of the three years in the period ended December 31, 1998. 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, 1998 and 1997, and the changes in its assets available for benefits for each of the three years in the period ended December 31, 1998, 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 Arthur Andersen LLP June 23, 1999 4 5 ADVANTA CORP. EMPLOYEE SAVINGS PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, -------------------------------- 1998 1997 ----------- ----------- ASSETS - ------ Cash $ 8,117 $ 8,192 Investments (Note 9): Managed Investment Funds T.Rowe Price Stable Value 5,365,337 6,334,571 Western Asset Management Core 677,041 462,288 Dodge and Cox Balanced 3,693,383 3,655,425 Vanguard Index Trust 500 10,211,235 6,580,109 Dodge and Cox Stock 4,180,879 4,165,892 Vanguard International Growth 2,169,424 2,339,159 Hancock Special Equities 1,937,267 2,468,575 Putnam New Opportunities 3,977,650 3,374,212 Common Stock Fund (Advanta Corp. Common Stock, Class A and B) 2,240,713 12,387,483 Employer Contribution Receivable 1,268,880 1,810,744 Participant Loans Receivable (Note 3) 1,122,983 2,020,290 ----------- ----------- Total Assets Available for Benefits $36,852,909 $45,606,940 =========== ===========
The accompanying notes are an integral part of these statements. 5 6 ADVANTA CORP. EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, ------------------------------------------------- 1998 1997 1996 ----------- ----------- ----------- INCREASES: Interest and Dividend Income $ 1,796,013 $ 1,387,291 $ 347,389 Tender Offer (Note 2) 2,927,418 0 0 Employee Contributions 5,343,308 6,509,310 4,882,761 Employer Contributions 2,591,743 3,496,542 2,545,390 Realized Gains on Investments 1,417,532 4,595,929 333,596 Net (Decrease) Increase in Fair Market Value of Investments (929,826) (9,561,030) 4,116,079 ----------- ----------- ----------- 13,146,188 6,428,042 12,225,215 DECREASES: Fleet Transaction (Note 2) 15,817,367 0 0 Distributions to Participants 6,082,852 5,274,753 1,512,188 Investor Advisory and Trustee Fee 0 208,586 229,190 ----------- ----------- ----------- 21,900,219 5,483,339 1,741,378 Net (Decreases)/Increases (8,754,031) 944,703 10,483,837 Assets Available for Benefits beginning of year 45,606,940 44,662,237 34,178,400 ----------- ----------- ----------- Assets Available for Benefits, end of year $36,852,909 $45,606,940 $44,662,237 =========== =========== ===========
The accompanying notes are an integral part of these statements. 6 7 ADVANTA CORP. EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (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 is made on a per pay period basis, and the balance of which is 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 contributed to the Plan (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 1998, 1997, and 1996 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 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 7 8 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 Standard & Poor's 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. The Plan invests funds related to pending trades in a short-term money market fund. 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) FLEET TRANSACTION: ----------------- In accordance with 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"). Subsequent to February 20,1998, Fleet Credit Card Services LP became the successor in interest to the LLC. References to the LLC include its successor in interest Fleet Credit Card Services LP. Concurrently with the Fleet Transaction, the Company purchased 7,882,750 shares of its Class A Common Stock and 12,482,850 of its Class B Common Stock at $40 per share net. Participants who held investments 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 that were available under the Plan at that time. 8 9 In connection with the Fleet Transaction, 1,405 participants were transferred to Fleet Credit Card LLC. As a result, approximately $15.8 million of Plan assets were transferred to Fleet's defined contribution plan on June 30, 1998. (3) PARTICIPANT LOANS: ----------------- As provided for in the Plan document, loans are available to participants under certain specified conditions. The principal amount of a Plan loan to a participant may not exceed the lesser of $50,000 (reduced by the maximum amount of any Plan 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. (4) BASIS OF ACCOUNTING: ------------------- The accompanying financial statements have been prepared using the accrual basis of accounting. (5) 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. (6) PARTICIPANT ACCOUNTS: -------------------- 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, in July 1997, 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 employer matching contributions) to the total account balance in each fund. (7) 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 9 10 brokerage commissions, investment advisory fees, trustee fees and transfer taxes, if any. Effective July 1, 1997, the Company also pays for trustee fees. (8) 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. (9) INVESTMENTS: ----------- Investments held by the Plan at December 31, 1998 are summarized in Schedule I. The carrying values of individual investments that represent more than 5% of the Plan's net assets as of December 31, 1998 and 1997 are as follows:
1998 1997 ---- ---- T. Rowe Price Stable Value Fund $ 5,365,337 $ 6,334,571 Dodge and Cox Balanced Fund 3,693,383 3,655,425 Vanguard Index Trust 500 Fund 10,211,235 6,580,109 Dodge and Cox Stock Fund 4,180,879 4,165,892 Vanguard International Growth Fund 2,169,424 2,339,159 Hancock Special Equities Fund 1,937,267 2,468,575 Putnam New Opportunities Fund 3,977,650 3,374,212 Common Stock Fund 2,240,713 12,387,483
All investments are stated at market value on the statement of net assets. Market value for the investments is based on quoted market prices or dealer quotes. (10) 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, 1998, 1997, and 1996. (11) DISTRIBUTIONS TO PARTICIPANTS: ----------------------------- There were no distributions payable as of year-end 1998 and 1997. 10 11 (12) The schedules of allocation of assets available for benefits to investment funds as of December 31, 1998 and 1997 are as follows:
DECEMBER 31, 1998 -------------------------------------------------------- WESTERN T. ROWE ASSET PRICE MANAGEMENT DODGE AND COX ASSETS CASH STABLE VALUE CORE BALANCED - ------ ---- ------------ ---------- -------- Cash $8,117 $ -- $ -- $ -- Investments: Managed Investment Funds T. Rowe Price Stable Value -- 5,365,337 -- -- Western Asset Management Core -- -- 677,041 -- Dodge and Cox Balanced -- -- -- 3,693,383 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 -- 157,678 29,115 118,062 Participant Loans Receivable -- -- -- -- ------ ---------- -------- ---------- Total Assets Available For Benefits $8,117 $5,523,015 $706,156 $3,811,445 ====== ========== ======== ==========
11 12 (12) CONTINUED
DECEMBER 31, 1998 ---------------------------------------------------------------- VANGUARD HANCOCK VANGUARD 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 -- -- -- -- Vanguard Index Trust 500 10,211,235 -- -- -- Dodge and Cox Stock -- 4,180,879 -- -- Vanguard International Growth -- -- 2,169,424 -- Hancock Special Equities -- -- -- 1,937,267 Putnam New Opportunities -- -- -- -- Common Stock Fund (Advanta Corp. Common Stock Class A and B) -- -- -- -- Employer Contribution Receivable 339,703 155,111 92,445 85,369 Participant Loans Receivable -- -- -- -- ----------- ---------- ---------- ---------- Total Assets Available For Benefits $10,550,938 $4,335,990 $2,261,869 $2,022,636 =========== ========== ========== ==========
12 13 (12) CONTINUED
DECEMBER 31, 1998 --------------------------------------------------------------- COMMON PARTICIPANT PUTNAM NEW STOCK LOANS ASSETS OPPORTUNITIES FUND RECEIVABLE TOTAL - ------ ------------- ---- ---------- ----- Cash $ -- $ -- $ -- $ 8,117 Investments: Managed Investment Funds T. Rowe Price Stable Value -- -- -- 5,365,337 Western Asset Management Core -- -- -- 677,041 Dodge and Cox Balanced -- -- -- 3,693,383 Vanguard Index Trust 500 -- -- -- 10,211,235 Dodge and Cox Stock -- -- -- 4,180,879 Vanguard International Growth -- -- -- 2,169,424 Hancock Special Equities -- -- -- 1,937,267 Putnam New Opportunities 3,977,650 -- -- 3,977,650 Common Stock Fund (Advanta Corp. Common Stock Class A and B) -- 2,240,713 -- 2,240,713 Employer Contribution Receivable 156,625 134,772 -- 1,268,880 Participant Loans Receivable -- -- 1,122,983 1,122,983 ---------- ---------- ---------- ----------- Total Assets Available For Benefits $4,134,275 $2,375,485 $1,122,983 $36,852,909 ========== ========== ========== ===========
13 14 (12) CONTINUED
DECEMBER 31, 1997 ---------------------------------------------------------- T. ROWE WESTERN PRICE ASSET DODGE AND STABLE MANAGEMENT COX ASSETS CASH VALUE CORE BALANCED - ------ ---- ----- ---- -------- Cash $8,192 $ -- $ -- $ -- Investments: Managed Investment Funds T. Rowe Price Stable Value -- 6,334,571 -- -- Western Asset Mgmt. Core -- -- 462,288 -- Dodge & Cox Balanced -- -- -- 3,655,425 Vanguard Index Trust 500 -- -- -- -- Dodge & 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 ====== ========== ========== ==========
14 15 (12) CONTINUED
DECEMBER 31, 1997 ------------------------------------------------------------- VANGUARD VANGUARD HANCOCK INDEX TRUST DODGE AND INTERNATIONAL SPECIAL ASSETS 500 COX STOCK GROWTH EQUITIES - ------ --- --------- ------ -------- Cash $ -- $ -- $ -- $ -- Investments: Managed Investment Funds T.Rowe Price Stable Value -- -- -- -- Western Asset Mgmt Core -- -- -- -- Dodge & Cox Balanced -- -- -- -- Vanguard Index Trust 500 6,580,109 -- -- -- Dodge & 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 ========== ========== ========== ==========
15 16 (12) CONTINUED
DECEMBER 31, 1997 ------------------------------------------------------------------ PUTNAM PARTICIPANT NEW COMMON LOANS ASSETS OPPORTUNITIES STOCK FUND RECEIVABLE TOTAL - ------ ------------- ---------- ---------- ----- Cash $ -- $ -- $ -- $ 8,192 Investments: Managed Investment Funds T. Rowe Price Stable Value -- -- -- 6,334,571 Western Asset Mgmt. Core -- -- -- 462,288 Dodge & Cox Balanced -- -- -- 3,655,425 Vanguard Index Trust 500 -- -- -- 6,580,109 Dodge & Cox Stock -- -- -- 4,165,892 Vanguard International Growth -- -- -- 2,339,159 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 =========== =========== =========== ===========
16 17 (13) The schedules of allocation of plan income and changes in assets available for benefits to investment funds for the years ended December 31, 1998 and 1997 are as follows:
FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------------- WESTERN T. ROWE PRICE ASSET STABLE MANAGEMENT CASH VALUE CORE ---- ----- ---- INCREASES: Interest and Dividend Income $ 2,846 $ 382,239 $ 68,192 Tender Offer -- 1,240,684 159,890 Employee Contributions -- 626,962 103,919 Employer Contributions -- 349,939 55,273 Realized Gains (Losses) on Investments -- -- (2,714) Net (Decrease) Increase in Fair Market Value of Investments -- -- (17,724) ------- ----------- -------- 2,846 2,599,824 366,836 DECREASES: Fleet Transaction -- 2,838,736 337,843 Distributions to Participants (930) 1,575,300 46,433 Investor Advisory and Trustee Fees -- -- -- ------- ----------- -------- (930) 4,414,036 384,276 Net (Decrease) Increase 3,776 (1,814,212) (17,440) Interfund Transfers (3,878) 584,745 235,913 Net Loans Issued 27 72,516 (828) Assets Available for Benefits, beginning of year 8,192 6,679,966 488,511 ------- ----------- -------- Assets Available for Benefits, end of year $ 8,117 $ 5,523,015 $706,156 ======= =========== ========
17 18 (13) CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------------------------------------- VANGUARD VANGUARD DODGE & COX INDEX TRUST DODGE & INTERNATIONAL BALANCED 500 COX STOCK GROWTH -------- --- --------- ------ INCREASES: Interest and Dividend Income $ 347,580 $ 175,349 $ 420,479 $ 42,736 Tender Offer 573,963 2,535,273 850,754 247,500 Employee Contributions 471,899 1,347,231 681,912 392,688 Employer Contributions 236,102 642,487 320,033 192,986 Realized Gains (Losses) on Investments (9,897) 704,674 (22,247) (18,615) Net (Decrease) Increase in Fair Market Value of Investments (73,918) 1,592,672 (140,425) 392,231 ---------- ----------- ---------- ---------- 1,545,729 6,997,686 2,110,506 1,249,526 DECREASES: Fleet Transaction 1,074,255 3,617,164 1,677,999 1,299,213 Distributions to Participants 485,030 1,265,154 438,179 452,235 Investor Advisory and Trustee Fees -- -- -- -- ---------- ----------- ---------- ---------- 1,559,285 4,882,318 2,116,178 1,751,448 Net (Decrease) Increase (13,556) 2,115,368 (5,672) (501,922) Interfund Transfers 45,495 1,530,301 (8,616) 262,346 Net Loans Issued (12,687) (13,624) (15,814) 9,812 Assets Available for Benefits, beginning of year 3,792,193 6,918,893 4,366,092 2,491,633 Assets Available ---------- ----------- ---------- ---------- for Benefits, end of year $3,811,445 $10,550,938 $4,335,990 $2,261,869 ========== =========== ========== ==========
18 19 (13) CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1998 ----------------------------------------------- HANCOCK PUTNAM SPECIAL NEW COMMON STOCK EQUITIES OPPORTUNITIES FUND -------- ------------- ---- INCREASES: Interest and Dividend Income $ 28,446 $ 122,615 $ 68,374 Tender Offer 304,709 757,894 (3,743,249) Employee Contributions 392,386 717,180 609,131 Employer Contributions 176,347 312,581 305,995 Realized Gains (Losses) on Investments 17,114 345,849 403,368 Net (Decrease) Increase in Fair Market Value of Investments (138,647) 481,215 (3,025,230) ---------- ---------- ----------- 780,355 2,737,334 (5,381,611) DECREASES: Fleet Transaction 977,455 1,722,069 1,475,343 Distributions to Participants 444,229 771,490 510,265 Investor Advisory and Trustee Fees -- -- -- ---------- ---------- ----------- 1,421,684 2,493,559 1,985,608 Net (Decrease) Increase (641,329) 243,775 (7,367,219) Interfund Transfers 28,987 305,920 (2,981,213) Net Loans Issued 35,689 15,851 50,765 Assets Available for Benefits, beginning of year 2,599,289 3,568,729 12,673,152 Assets Available ---------- ---------- ----------- for Benefits, end of year $2,022,636 $4,134,275 $ 2,375,485 ========== ========== ===========
19 20 (13) CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ PARTICIPANT LOANS RECEIVABLE TOTAL ---------- ----- INCREASES: Interest and Dividend Income $ 137,157 $ 1,796,013 Tender Offer -- 2,927,418 Employee Contributions -- 5,343,308 Employer Contributions -- 2,591,743 Realized Gains (Losses) on Investments -- 1,417,532 Net (Decrease) Increase in Fair Market Value of Investments -- (929,826) ---------- ----------- 137,157 13,146,188 DECREASES: Fleet Transaction 797,290 15,817,367 Distributions to Participants 95,467 6,082,852 Investor Advisory and Trustee Fees -- -- ---------- ----------- 892,757 21,900,219 Net (Decrease) Increase (755,600) (8,754,031) Interfund Transfers -- -- Net Loans Issued (141,707) -- Assets Available for Benefits, beginning of year 2,020,290 45,606,940 ---------- ----------- Assets Available for Benefits, end of year $1,122,983 $36,852,909 ========== ===========
20 21 (13) Continued
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 $ -- $ -- $ -- ========= =========== =========== ===========
21 22 (13) CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1997 --------------------------------------------------------------------- INTERNATIONAL STRATEGIC T. ROWE PRICE WESTERN ASSET EQUITY GROWTH STABLE FUND MANAGEMENT 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 Transfers (3,253,549) (8,742,251) 6,834,093 399,825 Net Loans Issued (39,707) (71,977) (5,910) (12,148) Assets Available for Benefits, beginning of year 2,573,221 6,687,307 -- -- ----------- ----------- ----------- ----------- Assets Available for Benefits, end of year $ -- $ -- $ 6,679,966 $ 488,511 =========== =========== =========== ===========
22 23 (13) CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1997 ------------------------------------------------------------------- DODGE AND VANGUARD VANGUARD COX INDEX TRUST DODGE AND INTERNATIONAL BALANCED 500 COX STOCK GROWTH -------- --- --------- ------ INCREASES: Interest and Dividend Income $ 216,906 $ 94,707 $ 265,857 $ 99,522 Employee Contributions 320,992 562,225 367,542 318,929 Employer Contributions 200,407 470,524 288,332 222,925 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 ========== ========== ========== ==========
23 24 (13) Continued
FOR THE YEAR ENDED DECEMBER 31, 1997 --------------------------------------------- HANCOCK PUTNAM COMMON SPECIAL NEW STOCK EQUITIES OPPORTUNITIES FUND -------- ------------- ---- INCREASES: Interest and Dividend Income $ -- $ 73,101 $ 254,796 Employee Contributions 254,940 338,533 1,514,708 Employer Contributions 192,187 284,161 671,994 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 Transfers 2,233,765 2,882,821 (447,572) 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 ========== ========== ===========
24 25 (13) Continued
FOR THE YEAR ENDED DECEMBER 31, 1997 ------------------------------------ PARTICIPANT LOANS RECEIVABLE TOTAL ---------- ----- 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 (21,449) 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 ========== ===========
25 26 SCHEDULE I ADVANTA CORP. EMPLOYEE SAVINGS PLAN EIN 23-1462070 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998
MARKET COST VALUE ---- ----- Cash $ 8,117 $ 8,117 Managed Investment Funds T. Rowe Price Stable Value: 5,365,337 5,365,337 Market value per share $1.00 Western Asset Management Core: 696,164 677,041 Market value per share $11.12 Dodge and Cox Balanced: 3,885,515 3,693,383 Market value per share $65.22 Vanguard Index Trust 500: 8,382,992 10,211,235 Market value per share $113.95 Dodge and Cox Stock: 4,528,783 4,180,879 Market value per share $90.70 Vanguard International Growth: 2,137,751 2,169,424 Market value per share $18.77 Hancock Special Equities: 1,981,836 1,937,267 Market value per share $24.72 Putnam New Opportunities: 3,368,077 3,977,650 Market value per share $58.43 *Advanta Corp. Common Stock Fund 3,854,634 2,240,713 Class A: market value $13.25 per share Class B: market value $11.06 per share Participant Loans Receivable, Bearing interest from 7.5% to 10.5% 1,122,983 1,122,983 ----------- ----------- $35,332,189 $35,584,029 =========== ===========
*Party-in-interest to the Plan 26 27 ADVANTA CORP. EMPLOYEE SAVINGS PLAN EIN 23-1462070 SCHEDULE II ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 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 ASSET PRICE PRICE OF ASSET OR (LOSS) TRANSACTIONS -------- ----------- --------- ------- -------- --------- ------------ Single: - ------- Vanguard Index 500 Mutual Fund $ 2,535,273 $ -- $ 2,535,273 $ -- 1 EB Short Term MM F/Directed Money Market 5,720,883 -- 5,720,883 -- 1 ----------- ----------- ----------- ---------- Total $ 8,256,156 $ -- $ 8,256,156 $ -- =========== =========== =========== ========== T. Rowe Price Stable Value Mutual Fund $2,838,736 $2,838,736 $2,838,736 $ -- 1 Vanguard Index 500 Mutual Fund 3,149,726 3,617,164 3,149,726 467,438 1 EB Short Term MM F/Directed Money Market 5,657,497 5,657,497 5,657,497 -- 1 ----------- ----------- ----------- ---------- Total $11,645,959 $12,113,397 $11,645,959 $ 467,438 =========== =========== =========== ==========
27 28 ADVANTA CORP. EMPLOYEE SAVINGS PLAN EIN 23-1462070 SCHEDULE II ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 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 ASSET PRICE PRICE OF ASSET OR (LOSS) TRANSACTIONS -------- ----------- --------- ------- -------- --------- ------------ Series: - ------- Advanta Corp CL B Common Stock $ 772,375 $ -- $ 772,375 $ -- 52 Dodge and Cox Balanced Mutual Fund 2,138,453 -- 2,138,453 -- 100 John Hancock Special Equities Mutual Fund 1,245,612 -- 1,245,612 -- 90 Vanguard International Growth Mutual Fund 1,420,235 -- 1,420,235 -- 93 Dodge and Cox Stock Fund Mutual Fund 2,811,868 -- 2,811,868 -- 104 Putnam New Opportunities Mutual Fund 2,607,597 -- 2,607,597 -- 122 T. Rowe Price Stable Value Mutual Fund 4,794,134 -- 4,794,134 -- 83 Vanguard Index 500 Mutual Fund 7,169,882 -- 7,169,882 -- 156 EB Short Term MM F/Directed Money Market 14,360,740 -- 14,360,740 -- 125 ----------- ----------- ----------- ----------- Total $37,320,896 $ -- $37,320,896 $ -- =========== =========== =========== ===========
28 29 ADVANTA CORP. EMPLOYEE SAVINGS PLAN EIN 23-1462070 SCHEDULE II ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 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 ASSET PRICE PRICE OF ASSET OR (LOSS) TRANSACTIONS -------- ----------- --------- ------- -------- --------- ------------ Series: - ------- Advanta Corp CL B Common Stock $ 3,009,760 $ 2,819,921 $ 3,009,760 $(189,839) 130 Dodge and Cox Balanced Mutual Fund 2,026,578 2,016,680 2,026,578 (9,898) 84 John Hancock Special Equities Mutual Fund 1,638,269 1,655,383 1,638,269 17,114 87 Vanguard International Growth Mutual Fund 1,982,202 1,963,587 1,982,202 (18,615) 89 Dodge & Cox Stock Mutual Fund 2,656,449 2,634,202 2,656,449 (22,247) 93 Putnam New Opportunities Mutual Fund 2,484,907 2,830,755 2,484,907 345,848 83 T. Rowe Price Stable Value Mutual Fund 5,763,368 5,763,368 5,763,368 -- 97 Vanguard Index 500 Mutual Fund 5,129,956 5,834,630 5,129,956 704,674 92 EB Short Term MM F/Directed Money Market 14,361,908 14,361,908 14,361,908 -- 98 ----------- ----------- ----------- --------- Total $39,053,397 $39,880,434 $39,053,397 $ 827,037 =========== =========== =========== =========
29 30 EXHIBIT INDEX ------------- EXHIBIT NO. DOCUMENT - ----------- -------- 1 Consent of Independent Public Accountants 31 EX-1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 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 Arthur Andersen LLP June 29, 1999 32 -----END PRIVACY-ENHANCED MESSAGE-----