<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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:
-----------
<TABLE>
<S> <C>
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
</TABLE>
FEBRUARY 27, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE> 2
This Issuer Tender Offer Statement (the "Statement") is being filed
with the Securities and Exchange Commission (the "Commission") by MBNA Capital
C 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) (the
"Registration Statement") regarding an offer (the "Offer") to holders of Series
A Preferred Stock of MBNA Corporation ("MBNA"). A copy of the prospectus dated
February 27, 1997 (the "Prospectus") contained in the Registration Statement
filed with the Commission on February 25, 1997 is incorporated herein by
reference as Exhibit 9(e). Pursuant to General Instruction B to Schedule
13E-4, certain information contained in the Prospectus is hereby incorporated
by reference in answer to items of this Statement.
References to the Prospectus are identified by the captions set forth
in the Prospectus. Where substantially identical information required by
Schedule 13E-4 is included under more than one caption, reference is made to
only one caption of the Prospectus.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is MBNA Corporation, a Maryland
corporation. The address of its principal executive office is
Wilmington, Delaware 19884.
(b) The exact title of the class of securities being sought is 7.50%
Cumulative Preferred Stock, Series A, of MBNA. Reference is made
to "Prospectus Summary" and "The Offer--Terms of the Offer" and
"--Conditions to the Offer" in the Prospectus, which are
incorporated herein by reference, for the amount of securities
outstanding and being sought and the consideration being offered
therefor. No Series A Preferred Stock will be acquired from
officers, directors or affiliates of MBNA other than pursuant to
the terms of the Offer.
(c) Reference is made to "Price Range of Series A Preferred Stock" in
the Prospectus, which is incorporated herein by reference.
(d) The name of the person filing this statement is MBNA Capital C
(the "Trust"), a newly organized statutory business trust
organized under the laws of the State of Delaware. The address of
its principal office is c/o MBNA Corporation, Wilmington, Delaware
19884. The Trust is being utilized by MBNA for the purpose of
effecting the Offer. Reference is made to "Prospectus Summary"
and "The Trust" in the Prospectus, which are incorporated herein
by reference.
<PAGE> 3
3
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is made to "The Offer--Terms of the Offer," "Description
of the Preferred Securities," "Description of Guarantee,"
"Description of the Junior Subordinated Debentures" and
"Relationship Between the Preferred Securities, the Junior
Subordinated Debentures and the Guarantee" in the Prospectus,
which are incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER
OR AFFILIATE
Reference is made to "The Offer--Reason and Purpose of the Offer"
and "--Terms of the Offer" in the Prospectus, which are incorporated herein by
reference. Shares of Series A Preferred Stock acquired pursuant to the Offer
will be delivered to MBNA. See "Description of the Preferred Securities" and
"Description of the Series A Preferred Stock" in the Prospectus, which is
incorporated herein by reference.
(a) MBNA may acquire various MBNA securities from time to time in the
future and expects to issue various MBNA securities from time to
time, in each case for general or special corporate purposes.
(b) - (d) None.
(e) Reference is made to "Capitalization" in the Prospectus, which is
incorporated herein by reference.
(f) - (j) None.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
None.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
None.
ITEM 6. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is made to "The Offer--Exchange Agent and Information
Agent," "--Dealer Manager; Administrative Dealers" and "Fees and Expenses;
Transfer Taxes" in the Prospectus, which are incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is made to "Capitalization" and "Incorporation of Certain
Documents by Reference" in the Prospectus, which are incorporated
herein by reference.
(b) Reference is made to "Capitalization" and "Ratio of Earnings to
Fixed Charges and Ratio of Earnings to Combined Fixed
<PAGE> 4
4
Charges and Preferred Stock Dividend Requirements" in the
Prospectus, which are incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) There are no applicable regulatory requirements which must be
complied with or approvals which must be obtained in connection
with the Offer other than compliance with the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder, the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder including,
without limitation, Rule 13e-4 promulgated thereunder, the Trust
Indenture Act of 1939, as amended, and the requirements of state
securities or "blue sky" laws.
(c) Not applicable.
(d) None.
(e) None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
A list of exhibits filed herewith is contained in the Index to
Exhibits, which is incorporated herein by reference.
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: February 27, 1997 MBNA CAPITAL C
By: /s/ John W. Scheflen
-----------------------------
Name: John W. Scheflen
Title: Administrative Trustee
<PAGE> 5
5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
9(a)(i) Letter of Transmittal (incorporated by reference to
Exhibit 99(a) to MBNA's and the Trust's Registration
Statement on Form S-4 (Registration No. 333-21181)
(the "Registration Statement on Form S-4"))
9(a)(ii) Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99(b) to the Registration
Statement on Form S-4)
9(a)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by
reference to Exhibit 99(c) to the Registration
Statement on Form S-4)
9(a)(iv) Letter to Clients (incorporated by reference to
Exhibit 99(d) to the Registration Statement on Form
S-4)
9(a)(v) Letter to Holders of Series A Preferred Stock
(incorporated by reference to Exhibit 99(g) to the
Registration Statement on Form S-4)
9(a)(vi) Questions and Answers Regarding Offer(incorporated by
reference to Exhibit 99(h) to the Registration
Statement on Form S-4)
9(a)(vii) Notice of Offer to Exchange (incorporated by
reference to Exhibit 99(i) to the Registration
Statement on Form S-4)
9(d) Tax Opinion of Simpson Thacher & Bartlett
(incorporated by reference to Exhibit 8 to the
Registration Statement on Form S-4)
9(e) Prospectus dated February 27, 1997 (incorporated by
reference to the Registration Statement on Form S-4)
</TABLE>
