UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
For the Fiscal Year Ended May 31, 1997
Commission file number: 0-25442
-------
WILMINGTON TRUST CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or jurisdiction of incorporation or organization)
51-0328154
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
Rodney Square North, 1100 North Market Street
Wilmington, DE 19890-0001
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(302) 651-1000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
1996 Employee Stock Purchase Plan
- --------------------------------------------------------------------------------
(Full title of plans)
<PAGE>
1. The 1996 Employee Stock Purchase Plan affords staff members the
opportunity to acquire shares of Wilmington Trust Corporation's stock.
2. a. The written consent of accountants with respect to the financial
statements for the 1996 Employee Stock Purchase Plan is attached
hereto as Exhibit 99.1.
b. The financial statements required to be filed for the 1996 Employee
Stock Purchase Plan are attached hereto as Exhibit 99.2.
-2-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the following individuals, who administer the 1996 Employee Stock Purchase Plan,
have signed this Form 11-K as of August 27, 1997.
/s/ William J. Farrell (SEAL)
---------------------------------
William J. Farrell, II,
Chairman of Wilmington Trust
Corporation Benefits Committee
/s/ Elisabeth A. Blair (SEAL)
---------------------------------
Elisabeth A. Blair,
Member of Wilmington Trust Corporation
Benefits Committee
/s/ Howard K. Cohen (SEAL)
---------------------------------
Howard K. Cohen,
Member of Wilmington Trust Corporation
Benefits Committee
/s/ Catharine Z. Ford (SEAL)
----------------------------------
Catharine Z. Ford,
Member of Wilmington Trust Corporation
Benefits Committee
/s/ Joseph M. Jacobs, Jr., (SEAL)
----------------------------------
Joseph M. Jacobs, Jr.,
Member of Wilmington Trust Corporation
Benefits Committee
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Exhibit
- -------------- -------
99.1 Consent of independent auditor
99.2 Financial statements
-4-
CONSENT OF INDEPENDENT AUDITOR
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-04042) pertaining to the Wilmington Trust Corporation 1996 Employee
Stock Purchase Plan and in the related Prospectus of our report dated June 30,
1997, with respect to the financial statements of the Wilmington Trust
Corporation 1996 Employee Stock Purchase Plan included in this Annual Report
(Form 11-K) for the year ended May 31, 1997.
/s/ Ernst & Young LLP
August 25, 1997
Philadelphia, Pennsylvania
FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 1997 and 1996
<PAGE>
AUDITED FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
May 31, 1997 and 1996
FINANCIAL STATEMENTS PAGE
- -------------------- ----
Report of Independent Auditors......................................... 3
Statements of Financial Condition...................................... 4
Statements of Income and Changes In Participants' Equity............... 5
Notes to Financial Statements.......................................... 6
-2-
<PAGE>
ERNST & YOUNG LLP Two Commerce Square Phone 215-448-5000
Suite 4000 Fax: 215-448-4069
2001 Market Street
Philadelphia
Pennsylvania 19103-7096
REPORT OF INDEPENDENT AUDITORS
Benefits Committee
Wilmington Trust Corporation
We have audited the accompanying statements of financial condition of the
Wilmington Trust Corporation 1996 Employee Stock Purchase Plan (the Plan) as of
May 31, 1997 and the Wilmington Trust Corporation 1991 Employee Stock Purchase
Plan (the 1991 Plan) as of May 31, 1996, and the related statements of income
and changes in participants' equity for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan and the 1991 Plan at
May 31, 1997 and 1996, respectively, and the income and changes in participants'
equity for the years then ended in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
----------------------------
ERNST & YOUNG LLP
June 30, 1997
-3-
<PAGE>
STATEMENTS OF FINANCIAL CONDITION
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
May 31
1997 1996
----------- -----------
ASSETS
Investment -- interest-bearing deposits held at
Wilmington Trust Company $ 2,404,153 $ 2,114,486
========== ==========
LIABILITIES AND PARTICIPANTS' EQUITY
Taxes withheld for participants $ 580 $ 488
Participants' equity 2,403,573 2,113,998
--------- ----------
Total Liabilities and Participants' Equity $ 2,404,153 $ 2,114,486
========== ==========
See notes to financial statements.
-4-
<PAGE>
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31
1997 1996
---------- -----------
ADDITIONS
Investment income -- interest $ 37,126 $ 24,931
Contributions from participants 2,367,027 2,089,555
--------- ---------
2,404,153 2,114,486
--------- ---------
DEDUCTIONS
Distributions to participants:
Wilmington Trust Corporation
Common Stock 2,089,555 2,017,395
Cash 24,931 23,689
--------- ---------
2,114,486 2,041,084
--------- ---------
NET ADDITIONS 289,667 73,402
PARTICIPANTS' EQUITY AT
BEGINNING OF YEAR 2,114,486 2,041,084
--------- ---------
PARTICIPANTS' EQUITY AT
END OF YEAR $2,404,153 $2,114,486
========== ==========
See notes to financial statements.
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 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 1996 Employee Stock Purchase Plan (the "Plan")
of Wilmington Trust Corporation (the "Corporation") are paid by 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 Board of Directors of the Corporation approved the Plan on February 15,
1996. The Corporation's stockholders approved the Plan on April 18, 1996. The
Plan commenced on June 1, 1996, and replaced the Corporation's 1991 Employee
Stock Purchase Plan (the "1991 Plan"), which terminated upon the completion of
the offering period ended May 31, 1996 and contained similar provisions. The
Plan provides for the purchase of up to 500,000 shares of the Corporation's
common stock by eligible employees through offerings of twelve-months' duration
each. For any offering period, each eligible employee may elect to have up to
10% of his or her annual base salary (subject to certain limitations) deducted
from his or her 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 at least five shares, the total deductions plus interest
are refunded at the end of the Plan year.
At the end of each offering period, the balance in 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 last sale
price of the Corporation's common stock on the Nasdaq National Market System at
the beginning or at the end of that offering period. Any unused balance in a
participant's account at the end of an offering period is refunded, with
interest. Shares to be purchased under the Plan are authorized shares of the
Corporation.
The Corporation issued 84,386 shares of its common stock at $28.050 for the
offering period ended May 31, 1997 and 94,550 shares of its common stock at
$22.100 for the offering period under the 1991 Plan ended May 31, 1996.
The Plan had 1,522 participants at May 31, 1997 and the 1991 Plan had 1,432
participants at May 31, 1996.
-6-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
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 accordingly
are 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 issuance 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.
-7-
