-----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, BbfaeOTpkBDG0T4Uz7KglzJxg1rlzak09sfFjyiqvKWySAKRcwiqCwzsTcHEBPlQ TZCVSWP256r7FvEMbMWfig== 0000893220-04-000207.txt : 20040213 0000893220-04-000207.hdr.sgml : 20040213 20040213101605 ACCESSION NUMBER: 0000893220-04-000207 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38014 FILM NUMBER: 04595247 BUSINESS ADDRESS: STREET 1: P.O. BOX 844 STREET 2: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2154445051 MAIL ADDRESS: STREET 1: C/O WELSH & MCKEAN ROADS STREET 2: P.O. BOX 844 CITY: SPRING HOUSE STATE: PA ZIP: 19477-0844 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 EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001083816 IRS NUMBER: 232976471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2154445341 MAIL ADDRESS: STREET 1: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 SC 13G/A 1 w94143asc13gza.htm SC 13G/A WITH RESPECT TO ADVANTA CORP. sc13gza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Advanta Corp.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

007942105

(Cusip Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        x Rule 13d-1 (b)

        o Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 

 

             
13G
CUSIP No. 007942105
  1. Name of Reporting Person:
Advanta Corp. Employee Stock Ownership Plan		 I.R.S. Identification Nos. of above persons (entities only):
23-2976471
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
825,027
6. Shared Voting Power:
129,040
7. Sole Dispositive Power:
954,067
8.Shared Dispositive Power:
-0-
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
954,067
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
9.93%
  12.Type of Reporting Person:
EP

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CUSIP NO. 007942105

Item 1(a).   Name of Issuer:

     Advanta Corp.

Item 1(b).   Address of Issuer’s Principal Executive Offices:

P.O. Box 844
Welsh & McKean Roads
Spring House, PA 19477

Item 2(a).   Name of Person Filing:

     Advanta Corp. Employee Stock Ownership Plan

Item 2(b).   Address of Principal Business Office or, if none, Residence:

     Same as Item 1(b)

Item 2(c).   Citizenship:

     Delaware

Item 2(d).   Title of Class of Securities:

     Class A Common Stock

Item 2(e).   Cusip Number:

     007942105

Item 3.   If this Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b), check whether the Person filing is a:

  (a)   o   Broker or dealer registered under Section 15 of the Act.

  (b)   o   Bank as defined in Section 3(a)(6) of the Exchange Act.

  (c)   o   Insurance Company as defined in Section 3(a)(19) of the Exchange Act.

  (d)   o   Investment Company registered under Section 8 of the Investment Company Act.

  (e)   o   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

  (f)   x   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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CUSIP NO. 007942105

  (g)   o   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

  (i)   o   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

  (j)   x   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.   Ownership.

  (a)   Amount beneficially owned: 954,067

  (b)   Percent of Class: 9.93%

  (c)   Number of shares as to which such person has:

  (i)   power to vote or to direct the vote: 825,027

  (ii)   Shared power to vote or to direct the vote: 129,040

  (iii)   Sole power to dispose or to direct the disposition of: 954,067

  (iv)   Shared power to dispose or to direct the disposition of: -0-

Item 5.   Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

    Not Applicable.

Item 7.   Identification And Classification of The Subsidiary Which Acquired The Security Being Reported on by The Parent Holding Company.

    Not Applicable.

Item 8.   Identification And Classification of Members of The Group.

    See Exhibit A for information concerning the voting and dispositive power with respect to shares of the Issuer’s voting securities beneficially owned by the trustees of the Advanta Corp. Employee Stock Ownership Plan (the “Plan”). The Plan

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CUSIP NO. 007942105

disclaims that it is acting in concert, or as a member of a group, with its trustees. Each trustee of the Plan has informed the Plan that he disclaims that he is acting in concert, or as a member of a group, with the Plan. As indicated on the cover page of this Schedule 13G, such trustees may be deemed to be a group with the Plan.

Item 9.   Notice of Dissolution of Group.

    Not Applicable.

Item 10.   Certification.

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, in my capacity as a trustee of the Plan, I certify that the information set forth in this statement is true, complete and correct.

     ADVANTA CORP. EMPLOYEE STOCK OWNERSHIP PLAN

         
By:   s\ Dennis Alter   February 9, 2004
   
 
    Dennis Alter
Trustee 		  (Date)
         
By:   s\ William A. Rosoff   February 5, 2004
   
 
    William A. Rosoff
Trustee 		  (Date)
         
By:   s\ Olaf Olafsson   February 11, 2004
   
 
    Olaf Olafsson
Trustee 		  (Date)
         
By:   s\ Arthur P. Bellis   February 9, 2004
   
 
    Arthur P. Bellis
Trustee 		  (Date)
         
By:   s\ Michael Stolper   February 6, 2004
   
 
    Michael Stolper
Trustee 		  (Date)

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CUSIP NO. 007942105

Exhibit A

Identification of Members of Group

     Shares of Class A Common Stock of the Issuer are held in trust for the benefit of employees participating in the Plan. As of December 31, 2003, the Plan held 954,067 shares of the Issuer’s Class A Common Stock, 129,040 shares of which had been allocated to Plan participants. By the terms of the Plan, the Plan trustees vote shares allocated to participant accounts as directed by participants.

     Shares of Class A Common Stock held by the Plan, but not yet allocated or as to which participants have not made timely voting directions, are voted by the Plan trustees in the same proportions as shares for which directions are received (subject to each trustee’s fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended).

     Under Rule 13d-1 of the Securities Exchange Act of 1934, as amended, each of the Plan trustees may be deemed a beneficial owner of the 825,027 shares which, as of December 31, 2003, had not been allocated to Plan participants, or any of the 129,040 shares for which timely voting directions are not made to the trustees by Plan participants. Each of the trustees has informed the Plan that he disclaims beneficial ownership as to all of the shares held by the Plan.

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CUSIP NO. 007942105

     The Plan trustees and their beneficial ownership, as of December 31, 2003, of shares of Class A Common Stock of the Issuer, exclusive of responsibilities as a Plan trustee, are as follows (such ownership being disregarded in reporting the Plan’s ownership within this Schedule 13G):

         
        Beneficial
    Beneficial Ownership   Ownership
    (Other Than As A Plan   As Plan
Name   Participant)   Participant
Dennis Alter
  
3,046,067(1)
  
-0-
William A. Rosoff
  
454,703(2)
  
789.133
Olaf Olafsson
  
-0-
  
-0-
Arthur P. Bellis
  
26,058
  
-0-
Michael Stolper
  
454,703(3)
  
-0-

(1)   Does not include 1,010 shares of the Issuer’s Class A Preferred Stock owned by Mr. Alter’s spouse, as to which Mr. Alter has no voting or dispositive power. Includes 200,000 and 454,703 shares of Issuer’s Class A Common Stock owned by two charitable foundations, respectively, as to which Mr. Alter has shared voting and dispositive power, and 41,399 shares of Issuer’s Class A Common Stock held by a trust established by Mr. Alter, through which he has made certain charitable gifts of shares and as to which Mr. Alter has sole voting and dispositive power.
 
(2)   Consists of 454,703 shares of Issuer’s Class A Common Stock owned by a charitable foundation as to which Mr. Rosoff has shared voting and dispositive power.
 
(3)   Consists of 454,703 shares of Issuer’s Class A Common Stock owned by a charitable foundation as to which Mr. Stolper has shared voting and dispositive power.

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