<PAGE>   1
    As Filed With the Securities and Exchange Commission on August 10, 1994
                                                 Registration No. 33-

- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------

                                ADVANTA CORP.
              --------------------------------------------------
              (Exact name of issuer as specified in its charter)

        Delaware                               23-1462070               
- -------------------------             ----------------------------------
 (State of Incorporation)            (I.R.S. Employer Identification No.)

Brandywine Corporate Center, 650 Naamans Road, Claymont Delaware       19703
- ----------------------------------------------------------------       -----
        (Address of Principal Executive Offices)                    (Zip Code)

                                 ADVANTA CORP.
                                 -------------
                         EMPLOYEE STOCK PURCHASE PLAN
                         ----------------------------
                           (Full title of the Plan)

                           Gene S. Schneyer, Esquire
                                 Advanta Corp.
                         Five Horsham Business Center
                      300 Welsh Road. Horsham,  PA  19044
                                (215) 657-4000
- --------------------------------------------------------------------------------
           (Name, address and telephone number, including area code,
                             of agent for service)
                                       
<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Securities     Amount to be      Proposed Maximum          Proposed Maximum          Amount of
to be Registered        Registered(1)     Offering Price Per        Aggregate Offering        Registration
                                          Share (2)                 Price (2)                 Fee
- -----------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                       <C>                       <C>
Class B
Common Stock,
$.01 par value.....      50,000           $28.125                   $1,406,250                $485.00
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions effected without the 
receipt of consideration.

(2)   Determined in accordance with Rule 457(h) solely for the purpose of
calculating the Registration Fee, based upon the average of the high and low
prices of the Class B Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market System on
August 8, 1994.

  EXCEPT AS AMENDED AND SUPERSEDED HEREBY, THE REGISTRANT HEREBY INCORPORATES
BY REFERENCE HEREIN THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON
                         FORM S-8 (FILE NO. 33-47305).
<PAGE>   2
         PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         As required by the Securities and Exchange Commission (the
"Commission"), the Registrant hereby incorporates by reference the following
documents which have been filed with the Commission:

         (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;

         (b) the Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1994;

         (c)  the Registrant's Current Reports on Form 8-K dated January 26,
1994, April 19, 1994 and July 20, 1994; and
              
         (d)  the description of the Registrant's Class B Common Stock which is
contained in the Registration Statement on Form 8-A, dated April 22, 1992,
filed by the Company to register such securities under Section 12 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), File No.
0-14120, including any amendment or report filed for the purpose of updating
such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or any subsequently filed document
which is deemed to be incorporated by reference herein modified or supersedes
such document.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 8.  EXHIBITS.

         4.1.    Restated Certificate of Incorporation of Registrant
                 (incorporated by reference to Exhibit 4.1 to Pre-Effective
                 Amendment No. 1 to the Registrant's Registration Statement on
                 Form S-3 (File No. 33-53475), as filed with the Securities and
                 Exchange Commission on June 10, 1994).

         4.2.    By-Laws of Registrant, as amended (incorporated by reference
                 to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q
                 for the quarter ended June 30, 1989).

         5.      Opinion of Gene S. Schneyer, Esquire (filed herewith).

         15.     Not applicable.

         23.1.   Consent of Arthur Andersen & Co. (filed herewith).

         23.2.   Consent of Gene S. Schneyer, Vice President, Secretary and
                 General Counsel (included in Exhibit 5).

         24.     Powers of Attorney (included on signature page).

         27.     Not applicable.

         28.     Not applicable.

         99.     Not Applicable.

                                      II-2
<PAGE>   3
ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
being made, a Post-Effective Amendment to this Registration  Statement:

                          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                          (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent Post-Effective Amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                          (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
Post-Effective Amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                 (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such Post-Effective Amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                 (3)  To remove from registration by means of a Post-Effective
Amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
processing) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    EXPERTS

         The consolidated financial statements and schedules incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.


                                      II-3
<PAGE>   4
                                   SIGNATURES


         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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Horsham Township, Montgomery County, Commonwealth of
Pennsylvania, on August 9, 1994.

                             Advanta Corp.


                             By:      /s/ Richard A. Greenawalt                 
                                      ---------------------------------------
                                      Richard A. Greenawalt, President,
                                      Chief Operating  Officer and Director

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint Dennis Alter, Richard A.  Greenawalt, Warren W.
Kantor, John J. Calamari, David D. Wesselink and Gene S. Schneyer, or any of
them (with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
on his or her behalf to sign, execute and file this Registration Statement and
any or all amendments (including, without limitation, post-effective amendments
and any amendment or amendments increasing the amount of securities for which
registration is being sought) to this Registration Statement, with all exhibits
and any and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all
intents and purposes as he or she might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                                            Date
         ---------                                                            ----
<S>                                                                          <C>
/s/ Dennis A. Alter                                                          August 9, 1994      
- -------------------------------------------                         ----------------------------
Dennis Alter
Chairman of the Board, Chief Executive
Officer and Director


/s/ Richard A. Greenawalt                                                    August 9, 1994   
- -------------------------------------------                         ----------------------------
Richard A. Greenawalt
President, Chief Operating
Officer and Director


/s/ Alex W. Hart                                                             August 9, 1994   
- -------------------------------------------                         ----------------------------
Alex W. Hart
Executive Vice Chairman and
Director
</TABLE>

                                      II-4
<PAGE>   5
<TABLE>
<S>                                                                          <C>
/s/ David D. Wesselink                                                       August 9, 1994   
- --------------------------------------------                        ----------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer


/s/ John J. Calamari                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
John J. Calamari
Vice President, Finance, and
Chief Accounting Officer



/s/ Arthur P. Bellis                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
Arthur P. Bellis, Director



/s/ Max Botel                                                                August 9, 1994   
- -------------------------------------------                         ----------------------------
Max Botel, Director



/s/ Richard J. Braemer                                                       August 9, 1994   
- -------------------------------------------                         ----------------------------
Richard J. Braemer, Director



/s/ Anthony P. Brenner                                                       August 9, 1994   
- -------------------------------------------                         ----------------------------
Anthony P. Brenner, Director



/s/ William C. Dunkelberg                                                    August 9, 1994   
- -------------------------------------------                         ----------------------------
William C. Dunkelberg, Director



/s/ Ronald J. Naples                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
Ronald J. Naples, Director



/s/ Phillip A. Turberg                                                       August 9, 1994   
- -------------------------------------------                         ----------------------------
Phillip A. Turberg, Director



/s/ Warren W. Kantor                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
Warren W. Kantor
Vice Chairman and Director
</TABLE>

                                      II-5
<PAGE>   6
                                 EXHIBIT INDEX

Item

4.1.     Restated Certificate of Incorporation of Registrant (incorporated by
         reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
         Registrant's Registration Statement on Form S-3 (File No. 33-53475),
         as filed with the Securities and Exchange Commission on June 10,
         1994).

4.2.     By-Laws of Registrant, as amended (incorporated by reference to
         Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1989).

5.       Opinion of Gene S. Schneyer, Esquire (filed herewith).

15.      Not applicable.

23.1.    Consent of Arthur Andersen & Co. (filed herewith).

23.2.    Consent of Gene S. Schneyer, Vice President, Secretary and General
         Counsel (included in Exhibit 5).

24.      Powers of Attorney (included on signature page).

27.      Not applicable.

28.      Not applicable.

99.      Not applicable.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, ADVANTA CORP.", "secsgml_size_bytes": 17906}]
{"company-data": {"conformed-name": "ADVANTA CORP", "cik": "0000096638", "assigned-sic": "6141", "irs-number": "231462070", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54991", "film-number": "94542642"}, "business-address": {"street1": "650 NAAMANS RD", "street2": "BRANDYWINE CORPORATE CENTER", "city": "CLAYMONT", "state": "DE", "zip": "19703", "phone": "2156574000"}, "mail-address": {"street1": "BRANDYWINE CORPORATE CENTER", "street2": "650 NAAMANS ROAD", "city": "CLAYMONT", "state": "DE", "zip": "19703"}, "former-company": [{"former-conformed-name": "TSO FINANCIAL CORP", "date-changed": "19880306"}, {"former-conformed-name": "TEACHERS SERVICE ORGANIZATION INC", "date-changed": "19850812"}]}
1
    As Filed With the Securities and Exchange Commission on August 10, 1994
                                                 Registration No. 33-

- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------

                                ADVANTA CORP.
              --------------------------------------------------
              (Exact name of issuer as specified in its charter)

        Delaware                               23-1462070               
- -------------------------             ----------------------------------
 (State of Incorporation)            (I.R.S. Employer Identification No.)

Brandywine Corporate Center, 650 Naamans Road, Claymont Delaware       19703
- ----------------------------------------------------------------       -----
        (Address of Principal Executive Offices)                    (Zip Code)

                                 ADVANTA CORP.
                                 -------------
                         EMPLOYEE STOCK PURCHASE PLAN
                         ----------------------------
                           (Full title of the Plan)

                           Gene S. Schneyer, Esquire
                                 Advanta Corp.
                         Five Horsham Business Center
                      300 Welsh Road. Horsham,  PA  19044
                                (215) 657-4000
- --------------------------------------------------------------------------------
           (Name, address and telephone number, including area code,
                             of agent for service)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Securities     Amount to be      Proposed Maximum          Proposed Maximum          Amount of
to be Registered        Registered(1)     Offering Price Per        Aggregate Offering        Registration
                                          Share (2)                 Price (2)                 Fee
- -----------------------------------------------------------------------------------------------------------
Class B
Common Stock,
$.01 par value.....      50,000           $28.125                   $1,406,250                $485.00
- -----------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions effected without the 
receipt of consideration.

(2)   Determined in accordance with Rule 457(h) solely for the purpose of
calculating the Registration Fee, based upon the average of the high and low
prices of the Class B Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market System on
August 8, 1994.

  EXCEPT AS AMENDED AND SUPERSEDED HEREBY, THE REGISTRANT HEREBY INCORPORATES
BY REFERENCE HEREIN THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON
                         FORM S-8 (FILE NO. 33-47305).
2
         PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         As required by the Securities and Exchange Commission (the
"Commission"), the Registrant hereby incorporates by reference the following
documents which have been filed with the Commission:

         (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;

         (b) the Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1994;

         (c)  the Registrant's Current Reports on Form 8-K dated January 26,
1994, April 19, 1994 and July 20, 1994; and
              
         (d)  the description of the Registrant's Class B Common Stock which is
contained in the Registration Statement on Form 8-A, dated April 22, 1992,
filed by the Company to register such securities under Section 12 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), File No.
0-14120, including any amendment or report filed for the purpose of updating
such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or any subsequently filed document
which is deemed to be incorporated by reference herein modified or supersedes
such document.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 8.  EXHIBITS.

         4.1.    Restated Certificate of Incorporation of Registrant
                 (incorporated by reference to Exhibit 4.1 to Pre-Effective
                 Amendment No. 1 to the Registrant's Registration Statement on
                 Form S-3 (File No. 33-53475), as filed with the Securities and
                 Exchange Commission on June 10, 1994).

         4.2.    By-Laws of Registrant, as amended (incorporated by reference
                 to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q
                 for the quarter ended June 30, 1989).

         5.      Opinion of Gene S. Schneyer, Esquire (filed herewith).

         15.     Not applicable.

         23.1.   Consent of Arthur Andersen & Co. (filed herewith).

         23.2.   Consent of Gene S. Schneyer, Vice President, Secretary and
                 General Counsel (included in Exhibit 5).

         24.     Powers of Attorney (included on signature page).

         27.     Not applicable.

         28.     Not applicable.

         99.     Not Applicable.

                                      II-2
3
ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
being made, a Post-Effective Amendment to this Registration  Statement:

                          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                          (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent Post-Effective Amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                          (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
Post-Effective Amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                 (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such Post-Effective Amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                 (3)  To remove from registration by means of a Post-Effective
Amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
processing) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    EXPERTS

         The consolidated financial statements and schedules incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.

                                      II-3
4
                                   SIGNATURES

         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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Horsham Township, Montgomery County, Commonwealth of
Pennsylvania, on August 9, 1994.

                             Advanta Corp.

                             By:      /s/ Richard A. Greenawalt                 
                                      ---------------------------------------
                                      Richard A. Greenawalt, President,
                                      Chief Operating  Officer and Director

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint Dennis Alter, Richard A.  Greenawalt, Warren W.
Kantor, John J. Calamari, David D. Wesselink and Gene S. Schneyer, or any of
them (with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
on his or her behalf to sign, execute and file this Registration Statement and
any or all amendments (including, without limitation, post-effective amendments
and any amendment or amendments increasing the amount of securities for which
registration is being sought) to this Registration Statement, with all exhibits
and any and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all
intents and purposes as he or she might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                                            Date
         ---------                                                            ----
/s/ Dennis A. Alter                                                          August 9, 1994      
- -------------------------------------------                         ----------------------------
Dennis Alter
Chairman of the Board, Chief Executive
Officer and Director

/s/ Richard A. Greenawalt                                                    August 9, 1994   
- -------------------------------------------                         ----------------------------
Richard A. Greenawalt
President, Chief Operating
Officer and Director

/s/ Alex W. Hart                                                             August 9, 1994   
- -------------------------------------------                         ----------------------------
Alex W. Hart
Executive Vice Chairman and
Director
II-4
5
/s/ David D. Wesselink                                                       August 9, 1994   
- --------------------------------------------                        ----------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer

/s/ John J. Calamari                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
John J. Calamari
Vice President, Finance, and
Chief Accounting Officer

/s/ Arthur P. Bellis                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
Arthur P. Bellis, Director

/s/ Max Botel                                                                August 9, 1994   
- -------------------------------------------                         ----------------------------
Max Botel, Director

/s/ Richard J. Braemer                                                       August 9, 1994   
- -------------------------------------------                         ----------------------------
Richard J. Braemer, Director

/s/ Anthony P. Brenner                                                       August 9, 1994   
- -------------------------------------------                         ----------------------------
Anthony P. Brenner, Director

/s/ William C. Dunkelberg                                                    August 9, 1994   
- -------------------------------------------                         ----------------------------
William C. Dunkelberg, Director

/s/ Ronald J. Naples                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
Ronald J. Naples, Director

/s/ Phillip A. Turberg                                                       August 9, 1994   
- -------------------------------------------                         ----------------------------
Phillip A. Turberg, Director

/s/ Warren W. Kantor                                                         August 9, 1994   
- -------------------------------------------                         ----------------------------
Warren W. Kantor
Vice Chairman and Director
II-5
6
                                 EXHIBIT INDEX

Item

4.1.     Restated Certificate of Incorporation of Registrant (incorporated by
         reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
         Registrant's Registration Statement on Form S-3 (File No. 33-53475),
         as filed with the Securities and Exchange Commission on June 10,
         1994).

4.2.     By-Laws of Registrant, as amended (incorporated by reference to
         Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1989).

5.       Opinion of Gene S. Schneyer, Esquire (filed herewith).

15.      Not applicable.

23.1.    Consent of Arthur Andersen & Co. (filed herewith).

23.2.    Consent of Gene S. Schneyer, Vice President, Secretary and General
         Counsel (included in Exhibit 5).

24.      Powers of Attorney (included on signature page).

27.      Not applicable.

28.      Not applicable.

99.      Not applicable.