SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILMINGTON TRUST CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 51-0328154
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(State of Incorporation) (I.R.S. Employer Identification No.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section
12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock
Par Value $1 Per Share New York Stock Exchange, Inc.
Preferred Share Purchase Rights New York Stock Exchange, Inc.
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: _________________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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a. Common Stock
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The Corporation is authorized to issue: (1) 150,000,000 shares of common
stock, par value $1 per share, of which 33,400,254 shares were issued and
outstanding on November 18, 1998 and 5,863,919 were held in treasury; and (2)
1,000,000 shares of preferred stock, par value $1 per share, none of which is
outstanding.
Each share of common stock has the same relative rights as, and is
identical in all respects to, each other share of common stock. Until the
Corporation issues preferred stock, the holders of common stock possess all
rights pertaining to the Corporation's capital stock, including exclusive voting
rights. Each share of common stock is entitled to one vote. The Corporation's
Certificate of Incorporation provides that the Board of Directors is divided
into three classes, with each class serving for successive three-year terms. The
Certificate of Incorporation does not authorize shareholders to cumulate their
votes to elect directors or otherwise. Holders of shares of common stock are not
entitled to preemptive rights with respect to any shares. The common stock is
not subject to call or redemption. If the Corporation liquidates, dissolves or
otherwise winds up, common stockholders are entitled to receive, after payment
of the Corporation's debts and liabilities and subject to the prior rights, if
any, of preferred stockholders, the Corporation's remaining assets. Common
stockholders are entitled to receive dividends the Board may declare out of
legally available funds.
The Board is also authorized to issue shares of preferred stock from time
to time. The Board may designate the voting powers and preferences, the
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions of any preferred stock issued.
These may include rights with respect to dividends, terms of conversion into
other shares of the Corporation's stock, redemption rights, liquidation
preferences and voting rights. Preferred stock may rank prior to common stock
with respect to dividend rights, liquidation preferences or both, and may be
convertible into common stock. The holders of a class or series of preferred
stock also may have the right to vote separately as a class or series under the
terms of that class or series.
Certain provisions of the Corporation's Certificate of Incorporation
provide: (1) that only the Chairman of the Board, the President or a majority of
the Board of Directors have the power to call a special shareholders' meeting;
(2) that at least 75% of the shares entitled to vote must approve certain
amendments to the Certificate of Incorporation; (3) that shareholders may amend
the Company's Bylaws only by the affirmative vote of 75% or more of the shares
entitled to vote; (4) for a classified Board; (5) that directors may be removed
only for cause and only by the affirmative vote of 75% or more of the shares
entitled to vote; (6) that nominations for director may be made by shareholders
only by written notice; (7) that certain business transactions require the
affirmative vote of the holders of at least 75% of the shares entitled to vote;
and (8) that, in evaluating certain transactions, the Board may consider social,
economic and other effects of the transaction on stockholders, employees,
customers, suppliers and other constituents of the Corporation and the
communities in which it operates.
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In addition, Section 203 of Delaware's General Corporation Law provides,
among other things, that the Corporation may not engage in certain business
combinations with a person who holds 15% or more of the Corporation's voting
stock for three years after that person became a 15% shareholder, unless: (a)
prior to the date the person became a 15% shareholder, the Board of Directors
approved either the transaction in which the person becoming a 15% shareholder
or the business combination itself; (b) upon consummation of the transaction
that resulted in the person becoming a 15% shareholder, the shareholder owned
85% or more of the Corporation's voting stock (excluding stock held by directors
who are also officers of the Corporation); or (c) on or after the date the
person became a 15% shareholder, the business combination is approved by the
Board of Directors and is authorized at a shareholders' meeting by at least
two-thirds of the Corporation's voting stock not owned by the 15% shareholder.
The restrictions on business combinations contained in Section 203 do not
apply to, among other things, certain business combinations proposed by a 15%
shareholder after the announcement or notification of certain extraordinary
transactions involving the Corporation and a person who had not been a 15%
shareholder during the previous three years or who became a 15% shareholder with
the approval of the Board of Directors.
b. Preferred Share Purchase Rights
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Item 1 of the Form 8-A the Corporation filed on January 28, 1995 is
incorporated by reference herein.
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Item 2. Exhibits.
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Number Exhibit
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3.1 Amended and Restated Certificate of Incorporation of
the Corporation(1)
3.2 Amended and Restated Bylaws of the Corporation(1)
10.1 Rights Agreement dated as of January 19, 1995 between
Wilmington Trust Corporation and Harris Trust and
Savings Bank(2)
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(1) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.
(2) Incorporated by reference to Exhibit 1 to the Report on Form 8-A of
Wilmington Trust Corporation filed on January 31, 1995.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.
WILMINGTON TRUST CORPORATION
Dated: November 30, 1998 By: /s/ Ted T. Cecala
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Ted T. Cecala,
Chairman of the Board and
Chief Executive Officer
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