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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the Fiscal Year Ended May 31, 1996
Commission file number: 0-25442
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WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0328154
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(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
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(Address of Principal Executive Offices)
1991 Employee Stock Purchase Plan
(Full title of plan)
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1. The 1991 Employee Stock Purchase Plan affords staff members the
opportunity to acquire shares of Wilmington Trust Corporation's
stock.
2. a. The financial statements required to be filed for
the 1991 Employee Stock Purchase Plan are
attached hereto as Exhibit 99.1.
b. The written consent of accountants with respect
to the financial statements for the 1991 Employee
Stock Purchase Plan is attached hereto as Exhibit
99.2.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the following individuals, who administer the 1991 Employee Stock
Purchase Plan, have signed this Form 11-K as of August 9, 1996.
/s/ William J. Farrell, II (SEAL)
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William J. Farrell, II
Chairman of 1991 Employee Stock
Purchase Plan Committee
/s/ Elisabeth A. Blair (SEAL)
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Elisabeth A. Blair,
Member of 1991 Employee Stock
Purchase Plan Committee
/s/ Howard K. Cohen (SEAL)
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Howard K. Cohen,
Member of 1991 Employee Stock
Purchase Plan Committee
/s/ Joseph M. Jacobs, Jr. (SEAL)
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Joseph M. Jacobs, Jr.,
Member of 1991 Employee Stock
Purchase Plan Committee
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EXHIBIT INDEX
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Exhibit Number Exhibit
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99.1 Financial statements
99.2 Consent of independent auditor
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WILMINGTON TRUST CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 1996
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AUDITED FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
May 31, 1996
FINANCIAL STATEMENTS PAGE
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Report of Independent Auditors . . . . . . . . . . . . . . . . . . 1
Statements of Financial Condition . . . . . . . . . . . . . . . . . 2
Statements of Income and Changes in Participants' Equity . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 4
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<TABLE>
<CAPTION>
STATEMENTS OF FINANCIAL CONDITION
WILMINGTON TRUST CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
May 31
1996 1995
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ASSETS
Investment -- interest-bearing deposits held at
Wilmington Trust Company $ 2,114,486 $ 2,041,084
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LIABILITIES AND PARTICIPANTS' EQUITY
Taxes withheld for participants 488 265
Participants' equity 2,113,998 2,040,819
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Total Liabilities and Participants' Equity $ 2,114,486 $ 2,041,084
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See notes to financial statements.
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<TABLE>
<CAPTION>
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
WILMINGTON TRUST CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31
1996 1995 1994
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ADDITIONS
Investment income -- interest $ 24,931 $ 23,689 $ 20,433
Contributions from participants 2,089,555 2,017,395 1,967,552
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2,114,486 2,041,084 1,987,985
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DEDUCTIONS
Distributions to participants:
Wilmington Trust Corporation
Common Stock 2,017,395 1,967,552 1,945,861
Cash 23,689 20,433 27,134
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2,041,084 1,987,985 1,972,995
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NET ADDITIONS 73,402 53,099 14,990
PARTICIPANTS' EQUITY AT
BEGINNING OF YEAR 2,041,084 1,987,985 1,972,995
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PARTICIPANTS' EQUITY AT
END OF YEAR $ 2,114,486 $ 2,041,084 $ 1,987,985
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See notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Investments consist of interest-bearing savings accounts carried at cost,
which approximates market.
The administrative costs of the Plan are paid by Wilmington Trust
Corporation (the "Corporation"). The preparation of the financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
NOTE B -- DESCRIPTION OF PLAN
The Corporation established an Employee Stock Purchase Plan effective
January 1, 1991. The Plan initially provided for the purchase of up to
300,000 shares of the Corporation's common stock by eligible employees
through a maximum of five offerings of twelve month durations commencing
on June 1, 1991. As a result of a stock split which occurred in 1992, the
Plan is now authorized to issue up to 600,000 shares. Prior to each
offering period, eligible employees elect to have up to 10% of their base
salary deducted from their pay and accumulated with interest until the end
of the offering period. If a participant's total deductions during the
Plan year are not sufficient to purchase five shares, the total deductions
plus interest will be refunded.
At the end of each offering period, the balance of each participant's
payroll deduction account is applied to the purchase of the largest number
of full shares of the Corporation's common stock possible without
exceeding the maximum number of shares the participant elected. The price
at which the shares are deemed to have been purchased is equal to 85% of
the lesser of the average bid and asked prices of the Corporation's common
stock at the beginning or at the end of that offering period. Shares to
be purchased under the Plan are to be authorized shares of the
Corporation.
In accordance with the terms of the Plan, the Plan terminated upon the
completion of the offering period ended May 31, 1996. In April 1996, the
Board of Directors of the Corporation adopted the Wilmington Trust
Corporation 1996 Employee Stock Purchase Plan, which replaces the Plan
with a new plan which contains substantially the same provisions.
The Corporation issued 94,550 shares of its common stock at $22.100 for
the offering period ended May 31, 1996, 92,169 shares of its common stock
at $21.888 for the offering period ended May 31, 1995 and 82,792 shares of
its common stock at $21.888 for the offering period ended May 31, 1994.
The Plan had 1,432 participants at May 31, 1996 and 1,419 participants at
May 31, 1995.
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NOTE C -- INCOME TAX STATUS
It is the intention of the Corporation to have the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of Section 423
of the Code. At the time of transfer to the individual, the difference
between the purchase price and the fair market value of the stock
purchased under the Plan is not includable in the participant's gross
income for federal income tax purposes.
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CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-43675) pertaining to the Wilmington Trust Corporation
1991 Employee Stock Purchase Plan and in the related Prospectus of our
report dated July 2, 1996, with respect to the financial statements of the
Wilmington Trust Corporation 1991 Employee Stock Purchase Plan included in
this Annual Report (Form 11-K) for the year ended May 31, 1996.
/s/ Ernst & Young LLP
August 26, 1996
Baltimore, Maryland
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