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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported)
October 31, 1997
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WILMINGTON TRUST CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 0-25442
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Delaware 51-0328154
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(State or other jurisdiction of incorporation) (IRS Employer Identification Number)
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(302) 651-1000
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(Former names or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On October 31, 1997, WT Investments, Inc., a subsidiary of Wilmington
Trust Company, which is a subsidiary of Wilmington Trust Corporation, a Delaware
corporation (the "Corporation"), entered into an agreement with Cramer,
Rosenthal, McGlynn, Inc., an asset management entered into an agrement with
Charles firm headquartered in White Plains, New York ("Cramer") and its
principals. Under this agreement, a new entity, Cramer Rosenthal McGlynn, LLC
("CRM"), will assume the investment management business of Cramer and its
affiliates. Cramer performs small-cap and mid-cap investment management services
for institutional and individual clients. The firm has a staff of more than 50
people and currently manages over $3.6 billion in assets on a discretionary
basis.
Closing is subject to the satisfaction of several customary conditions.
At that time, Wilmington Trust will become a 24% owner of CRM, with the balance
retained by the current owners of Cramer. Options to acquire additional
ownership interests in the company will be distributed to key employees.
Wilmington Trust will be able to purchase additional ownership interests in CRM
from the other equity owners at fair market value over time upon the occurrence
of a number of specified events, including the termination of employment, death,
disability or retirement of the individual.
CRM will be managed by a board of five managers. Initially, the board
will consist of four people designated by Cramer and one person designated by
Wilmington Trust. Wilmington Trust will be entitled to elect a majority of the
board when it acquires a majority of the equity interests in the company.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 31, 1997
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
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Name: Ted T. Cecala
Title: Chairman of the Board
