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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
MBNA CORPORATION
(Name of Issuer)
MBNA CAPITAL C
(Name of Person Filing Statement)
7.50% CUMULATIVE PREFERRED STOCK, SERIES A
(Title of Class of Securities)
55262L209
(CUSIP Number of Class of Securities)
M. Scot Kaufman
Executive Vice President, Chief Financial Officer
and Chief Accounting Officer
Wilmington, Delaware 19884-0864
(800) 362-6255
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
Copies to:
-------------
John W. Scheflen John B. Tehan, Esq.
Executive Vice President SIMPSON THACHER & BARTLETT
General Counsel & Secretary 425 Lexington Avenue
MBNA CORPORATION New York, New York 10017
Wilmington, Delaware 19884-0616 (212) 455-2000
(800) 362-6255
FEBRUARY 27, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Final Amendment to the Issuer Tender Offer Statement is
being filed with the Securities and Exchange Commission by MBNA Capital C (the
"Trust"), in connection with the filing under the Securities Act of 1933, as
amended, of a registration statement on Form S-4 (Registration No. 333-21181)
regarding an offer (the "Offer") to holders of Series A Preferred Stock of MBNA
Corporation (the "Preferred Shares") of 8.25% Trust Originated Preferred
SecuritiesSM ("TOPrSSM"), representing undivided beneficial interests in the
assets of the Trust (the "Preferred Securities"), for any and all Preferred
Shares validly tendered and accepted for exchange in the Offer. The Offer
terminated at 12:00 midnight on Wednesday, March 26, 1997, and resulted in the
exchange of 1,452,118 Preferred Shares for 1,452,118 Preferred Securities.
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: April 3, 1997 MBNA CAPITAL C
By: /s/ John W. Scheflen
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Name: John W. Scheflen
Title: Administrative Trustee
