FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MBNA CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 52-1713008
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 North King Street
Wilmington, Delaware 19884
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(Address of Principal Executive Offices) (Zip Code)
MBNA Corporation 1997 Long Term Incentive Plan
(Full title of the plan)
John W. Scheflen
Executive Vice President, General Counsel and Secretary
MBNA Corporation
1100 North King Street
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
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate offering registration
be registered per unit price fee
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Common Stock 16,888,141 $27.375* $462,312,806 $128,523
$.01 Par Value
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* 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
May 28, 1999.
Pursuant to General Instruction E to Form S-8, this Registration Statement
on Form S-8 incorporates by reference the contents of the Registration
Statement on Form S-8, Registration No. 333-06824 filed with the Securities and
Exchange Commission on April 22, 1997.
Part II
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 May 28, 1999, Mr. Scheflen
owned beneficially 745,538 shares of the Corporation's Common Stock, including
shares issuable upon exercise of employee stock options within 60 days.
Item 8. Exhibits.
Exhibit Number Description
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5 Opinion of John W. Scheflen, Esquire
23A Consent of John W. Scheflen, Esquire
(included in Exhibit 5)
23B Consent of Independent Auditors
24 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registration 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 4th day of June, 1999.
MBNA CORPORATION
By:/s/ Alfred Lerner
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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
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/s/ Alfred Lerner June 4, 1999
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Alfred Lerner
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
/s/ M. Scot Kaufman June 4, 1999
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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 June 4, 1999
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John W. Scheflen
Attorney-in-Fact
Exhibit 5
June 4, 1999
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 16,888,141 additional 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
Corporation's 1997 Long Term Incentive Plan (the "1997 Plan") pursuant to a
registration statement on Form S-8 filed on June 4, 1999 (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 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,
/s/ John W. Scheflen
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John W. Scheflen
Executive Vice President,
General Counsel and Secretary
Exhibit 23B
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the MBNA Corporation 1997 Long Term Incentive Plan, of
our report dated January 15, 1999 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, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Baltimore, Maryland
June 2, 1999
Exhibit 24
MBNA CORPORATION
POWER OF ATTORNEY
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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 Corporation's 1997
Long Term Incentive Plan.
Capacity Date
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/s/ Alfred Lerner Chairman of the Board, June 4, 1999
- ------------------------- Chief Executive Officer and
Alfred Lerner Director (principal
executive officer)
/s/ M. Scot Kaufman Executive Vice President June 4, 1999
- ------------------------- and Chief Financial Officer
M. Scot Kaufman (principal financial and
accounting officer)
/s/ James H. Berick Director June 4, 1999
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James H. Berick
/s/ Charles M. Cawley Director June 4, 1999
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Charles M. Cawley
/s/ Benjamin R. Civiletti Director June 4, 1999
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Benjamin R. Civiletti
/s/ Randolph D. Lerner Director June 4, 1999
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Randolph D. Lerner
/s/ Stuart L. Markowitz Director June 4, 1999
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Stuart L. Markowitz
/s/ Michael Rosenthal Director June 4, 1999
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Michael Rosenthal
