April 22, 1997
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
ATTENTION: Filing Desk
Washington, D.C. 20549
RE: MBNA Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
Attached for filing is a Registration Statement on Form S-8 for shares
of Common Stock of MBNA Corporation to be issued under its new 1997 Long
Term Incentive Plan.
Questions relating to this filing should be directed to the
undersigned at (302) 432-1100.
Very truly yours,
John W. Scheflen
<PAGE>
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MBNA CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1713008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Wilmington, Delaware 19884
(Address of Principal (Zip Code)
Executive Offices)
MBNA Corporation 1997 Long Term Incentive Plan
(Full title of the plan)
John W. Scheflen
Executive Vice President,
General Counsel and Secretary
MBNA Corporation
Wilmington, Delaware 19884
(Name and address of agent for service)
(302) 432-1100
(Telephone number, including area code,
of agent for service)
Calculation of Registration Fee
- - -------------------------------------------------------------------------
Title of Amount to be Proposed Proposed
Amount of
securities to registered maximum offering maximum
registration fee
be registered price per unit aggregate offering
price
- - ---------------------------------------------------------------------------
- - -------------
Common Stock 11,000,000 $29.75* $327,250,000
$112,845
$.01 Par Value
- - -------------------------------------------------------------------------
* Calculated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) and (h). Based upon the average of the high and
low prices of MBNA Corporation Common Stock on the New York Stock
Exchange, Inc. on April 16, 1997.
<PAGE>
Part II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by MBNA Corporation (the
"Corporation") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
(b) Forms 8-K dated December 31,1996, January 14, 1997, January 31,
1997, February 27, 1997, February 28, 1997, March 26, 1997,
March 31, 1997 and April 9, 1997.
(c) Description of Common Stock of the Corporation contained in its
Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended.
All documents filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of the Registration Statement from
the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
John W. Scheflen, Executive Vice President, General Counsel and
Secretary of the Corporation, acted as counsel for the Corporation in
connection with the Registration Statement and opined on the validity of
the shares to be issued and sold by the Corporation pursuant hereto. As of
April 15, 1997, Mr. Scheflen owned beneficially 318,435 shares of the
Corporation's Common Stock, including shares issuable upon exercise of
employee stock options within 60 days.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Corporation's Charter provides that the Corporation shall
indemnify and advance expenses to its currently acting and its former
directors to the maximum extent permitted by the Maryland General
Corporation Law, and that the Corporation shall indemnify and advance
expenses to its officers to the same extent as its directors and to such
further extent as is consistent with law. The Maryland General Corporation
Law provides that a corporation may indemnify any director made a party to
a proceeding by reason of services in that capacity unless it is
established that: (1) the act or omission of the director was material to
the matter giving rise to the proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty; or (2) the
director actually received an improper personal benefit in money, property
or services, or (3) in the case of any criminal proceeding, the director
had reasonable cause to believe that the act or omission was unlawful. To
the extent that a director has been successful in defense of any
proceeding, the Maryland General Corporation Law provides that he shall be
indemnified against reasonable expenses incurred in connection therewith.
A corporation may indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.
Item 8 Exhibits.
Exhibit Number Description
5 Opinion of John W. Scheflen, Esquire
23A Consent of John W. Scheflen, Esquire
(included in Exhibit 5)
23B Consent of Ernst & Young LLP
24 Power of Attorney
Item 9 Undertakings.
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;
<PAGE>
Provided however, that paragraphs (1)(i) and (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.
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 Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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 the time shall be deemed to be the initial bona fide offering
thereof.
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 proceeding) 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 of 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.
<PAGE>
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 the City of Wilmington, State of Delaware, on
the 21st day of April, 1997.
MBNA CORPORATION
By: /s/ Alfred Lerner
---------------------
Alfred Lerner
Chairman of the Board
and Chief Executive
Officer
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/Title Date
/s/ Alfred Lerner April 21, 1997
- - ------------------
Alfred Lerner
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
/s/ M. Scot Kaufman April 21, 1997
- - -------------------
M. Scot Kaufman
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
The Board of Directors:
Alfred Lerner, James H. Berick, Charles M. Cawley,
Benjamin R. Civiletti, Randolph D. Lerner Stuart L.
Markowitz and Michael Rosenthal.
By: /s/ John W. Scheflen April 21, 1997
--------------------
John W. Scheflen
Attorney-in-Fact
<PAGE>
Exhibit 5
April 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This opinion is delivered in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of 11,000,000 shares
(the "Shares") of Common Stock, par value $.01 per share, of MBNA
Corporation, a Maryland corporation (the "Corporation"), to be issued in
connection with the Company's new 1997 Long Term Incentive Plan (the "1997
Plan") pursuant to a registration statement on Form S-8 filed on April 21,
1997 (the "Registration Statement").
In connection with this opinion I have examined the Corporation's
Charter and Bylaws, the resolutions of the Corporation's Board of Directors
authorizing the issuance of the Shares and the Registration Statement and I
have examined and relied upon such corporate records of the Corporation and
other documents as I have deemed necessary for purposes of this opinion. I
have assumed without independent verification the genuineness of
signatures, the authenticity of documents, and the conformity with
originals of copies.
Based upon the foregoing, I am of the opinion and so advise you that
the Shares have been duly authorized for issuance by all necessary
corporate action and will be, when issued as authorized under the 1997 Plan
and for the consideration described therein, validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
John W. Scheflen
Executive Vice President,
General Counsel and
Secretary
<PAGE>
Exhibit 23B
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
Form S-8 pertaining to the MBNA Corporation 1997 Long Term Incentive Plan,
of our report dated January 14, 1997 with respect to the consolidated
financial statements of MBNA Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
Baltimore, Maryland /s/ Ernst & Young LLP
April 17, 1997
<PAGE>
Exhibit 24
MBNA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of MBNA Corporation, a Maryland corporation (the "Corporation"),
hereby constitute and appoint Charles M. Cawley, M. Scot Kaufman and John
W. Scheflen or any of them, acting singly or jointly, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, or any of them, to sign for
the undersigned and in their respective names, as directors and as officers
of the Corporation, the Registration Statement of the Corporation on Form S-
8 or other appropriate form (and any pre-effective or post-effective
amendments or supplements to such Registration Statement), to be filed
under the Securities Act of 1933, as amended, with the Securities and
Exchange Commission relating to the Common Stock to be issued by the
Corporation in connection with the Company's 1997 Long Term Incentive Plan.
Capacity Date
/s/Alfred Lerner
- - ------------------
Alfred Lerner Chairman of the Board, April 21, 1997
Chief Executive Officer and
Director (principal executive
officer)
/s/M. Scot Kaufman
- - ------------------
M. Scot Kaufman Executive Vice President April 21, 1997
and Chief Financial Officer
(principal financial and
accounting officer)
/s/James H. Berick
- - ------------------
James H. Berick Director April 21, 1997
/s/Charles M. Cawley
- - -------------------
Charles M. Cawley Director April 21, 1997
/s/Benjamin R. Civiletti
- - -------------------
Benjamin R. Civietti Director April 21, 1997
/s/Randolph D. Lerner
- - ------------------
Randolph D. Lerner Director April 21, 1997
/s/Stuart L. Markowitz
- - ------------------
Stuart L. Markowitz Director April 21, 1997
/s/Michael Rosenthal
- - ------------------
Michael Rosenthal Director April 21, 1997
