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, 1998
Commission file number: 0-25442
WILMINGTON TRUST CORPORATION
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(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, DE 19890-0001
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(Address of Principal Executive Offices)
(302) 651-1000
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(Registrant's telephone number, including area code)
1996 Employee Stock Purchase Plan
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(Full title of plan)
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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.
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<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, 1998.
/s/ David R. Gibson (SEAL)
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David R. Gibson
/s/ Robert J. Christian (SEAL)
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Robert J. Christian
/s/ Howard K. Cohen (SEAL)
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Howard K. Cohen
/s/ Thomas P. Collins (SEAL)
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Thomas P. Collins
/s/ Michael A. DiGregorio (SEAL)
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Michael A. DiGregorio
/s/ William J. Farrell, II (SEAL)
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William J. Farrell, II
/s/ Joseph M. Jacobs, Jr. (SEAL)
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Joseph M. Jacobs, Jr.
/s/ P.M. Snyder, Jr. (SEAL)
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P.M. Snyder, Jr.
/s/ Kermit B. Wooden (SEAL)
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Kermit B. Wooden
/s/ Catharine Z. Ford (SEAL)
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Catharine Z. Ford
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<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Page Number
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99.1 Consent of independent auditor 4
99.2 Financial statements 6
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CONSENT OF INDEPENDENT AUDITOR
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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 of our report dated July 13, 1998, with respect to the
financial statements and schedules of the Wilmington Trust Corporation 1996
Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the
year ended May 31, 1998.
Philadelphia, Pennsylvania /s/ Ernst & Young LLP
August 27, 1998
FINANCIAL STATEMENTS
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WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 1998 AND 1997
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AUDITED FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
May 31, 1998 and 1997
FINANCIAL STATEMENTS
PAGE
Report of Independent Auditors ................................................1
Statements of Financial Condition .............................................2
Statements of Changes In Participants' Equity .................................3
Notes to Financial Statements .................................................4
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<PAGE>
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, 1998 and 1997, and the related statements of 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 at May 31, 1998 and
1997, and the changes in participants' equity for the years then ended in
conformity with generally accepted accounting principles.
July 13, 1998 /s/ Ernst & Young LLP
Philadelphia, Pennsylvania
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STATEMENTS OF FINANCIAL CONDITION
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
May 31
1998 1997
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ASSETS
Investment -- interest-bearing deposits held at
Wilmington Trust Company $2,790,674 $2,404,153
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LIABILITIES AND PARTICIPANTS' EQUITY
Taxes withheld for participants 1,080 580
Participants' equity 2,789,594 2,403,573
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Total Liabilities and Participants' Equity $2,790,674 $2,404,153
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See notes to financial statements.
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<PAGE>
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31
1998 1997
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ADDITIONS
Investment income -- interest $ 31,909 $ 37,126
Contributions from participants 2,758,765 2,367,027
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2,790,674 2,404,153
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DEDUCTIONS
Distributions to participants:
Wilmington Trust Corporation
Common Stock 2,367,027 2,089,555
Cash 37,126 24,931
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2,404,153 2,114,486
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NET ADDITIONS 386,521 289,667
PARTICIPANTS' EQUITY AT
BEGINNING OF YEAR 2,404,153 2,114,486
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PARTICIPANTS' EQUITY AT
END OF YEAR $2,790,674 $2,404,153
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See notes to financial statements.
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<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 (for Plan years beginning June 1, 1998 and thereafter, the
minimum contribution is $10 per pay period) and accumulated with interest until
the end of the offering period. If a participant's total deductions during the
Plan year ended May 31, 1997 were not sufficient to purchase at least five
shares, the total deductions plus interest were 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.
Shares to be delivered to an employee will be registered in the employee's name.
The Corporation issued 72,325 shares of its common stock at $38.144 for the
offering period ended May 31, 1998 and 84,386 shares of its common stock at
$28.050 for the offering period ended May 31, 1997.
The Plan had 1,534 participants at May 31, 1998 and 1,522 participants at May
31, 1997.
The Board of Directors has the authority to terminate or amend the Plan. The
Plan will terminate automatically on April 18, 2000, unless terminated sooner by
the Board.
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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.
NOTE D -- YEAR 2000 (UNAUDITED)
The Plan is reliant on Wilmington Trust Company for data processing. Wilmington
Trust Company has undertaken a program to prepare and convert its computer
systems and applications to enable them to function properly with respect to
dates in the year 2000 and thereafter (the "Program"). The Plan does not expect
that its results of operations will be significantly affected, as Wilmington
Trust Company does not intend to charge the Plan for the costs of converting
their computer systems. However, to the extent that the Program is not completed
timely, the Year 2000 issue could have a material impact on the operations of
the Plan.
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