As filed with the Securities and Exchange Commission on December 22, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0328154
- ---------------- --------------------
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
- ---------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Thrift Savings Plan
-----------------------
(Full title of the plan)
Thomas P. Collins
Vice President and Secretary
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Name and address of agent for service)
(302) 651-1693
-------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price offering registration
registered registered per unit (2) price (2) fee
- ---------- ---------- ------------ --------- ---
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per share 1,000,000 (1) $56.0625 $56,062,500.00 $ 15,585.38
</TABLE>
(1) Represents the shares of common stock issuable by the registrant
under the above-referenced plan.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and solely for the purpose of calculating the registration
fee, the proposed maximum aggregate offering price per unit of
common stock is based upon $56.0625, the average of the high and low sale
prices of the registrant's common stock on Nasdaq on December 16, 1998.
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein. Pursuant to Rule 457(h)(2), no separate registration fee is due.
2
<PAGE>
PROSPECTUS
WILMINGTON TRUST CORPORATION
----------------------------
1,000,000 SHARES OF COMMON STOCK
--------------------------------
This prospectus cover the issuance to employees of the registrant,
Wilmington Trust Corporation (the "Corporation"), or its subsidiaries of up to
1,000,000 shares of the registrant's common stock pursuant to our Thrift Savings
Plan (the "Plan").
This Registration Statement incorporates by reference Registration
Statement No. 33-43675 the registrant filed with the SEC on October 31, 1991.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents, which we have filed with the SEC, are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997;
2. Annual Report on Form 11-K and Form 11-K/A for the year ended December 31,
1997;
3. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998;
4. Current Report on Form 8-K dated April 24, 1998;
5. The Registration Statement on Form 8-A filed on December 1, 1998;
6. The description of our common stock contained on pages 27 through 29 of
the proxy statement of Wilmington Trust Company dated May 2, 1991; and
7. The description of our preferred stock purchase rights contained in the
Registration Statement on Form 8-A filed on January 28, 1995.
All reports and other documents we subsequently file pursuant to Sections
12, 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a
post-effective amendment that indicates that all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold, are deemed
to be incorporated by reference in and to be a part of this Prospectus from the
date of filing those reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus is deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in the
Registration Statement or in any other document subsequently filed that also is
or is deemed to be incorporated by reference in this Prospectus modifies or
supersedes that statement. Any statement so modified or superseded is not
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Item 4. Description of Securities
-------------------------
Not applicable.
4
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The Plan's compliance with ERISA has been passed upon by Michael A.
DiGregorio, Esquire, Wilmington, Delaware. Mr. DiGregorio is an officer and
employee of Wilmington Trust Company, all of whose stock is owned by the
registrant, and an officer of other subsidiaries of the registrant.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Our Restated Certificate of Incorporation provides that a director will
not be liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, unless that limitation on liability is
not permitted under Delaware's General Corporation Law. Our Bylaws provide that
we will indemnify a person threatened to be made a party or otherwise involved
in any proceeding because he or she is or was our director or officer, or is or
was serving at our written request as a director, officer, employee or agent of
another entity, against liability that person suffers and expenses that person
incurs. We must indemnify a person in connection with a proceeding that person
initiates only if our Board of Directors authorized that proceeding.
Section 145 of Delaware's General Corporation Law provides that a
corporation may indemnify its officers, directors, employees and agents (or
persons who served, at the corporation's request, as officers, directors,
employees or agents of another corporation) against expenses they incur in
defending any action as a result of being a director, officer, employee or agent
if that person acted in good faith and in a manner reasonably believed to be in
or not opposed to the corporation's best interests. In the case of any criminal
action or proceeding, the individual must have had no reason to believe his
conduct was unlawful.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit
Number Exhibit
- ------ -------
5 Opinion of counsel as to Plan's compliance with ERISA
23.1 Consent of Michael A. DiGregorio, Esquire
(included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP
24 Power of Attorney of Directors and Officers
of the Registrant (included on the signature
page of this registration statement)
5
<PAGE>
Item 9. Undertakings.
-------------
A. The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which any offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 and that are incorporated by reference in the registration statement.
6
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of approximate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
----------
The Registrant.
- ---------------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on December 17, 1998.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
----------------------------
Ted T. Cecala,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas P. Collins and/or Gerard A. Chamberlain
his or her true and lawful attorney(s)-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney(s)-in-fact and
agent (s) full power and authority to do and perform each and every act and
thing, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that those attorney(s)-in-fact and
agent(s), or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Ted T. Cecala
-------------------------------
Ted T. Cecala
Director, Chairman of the Board
and Chief Executive Officer
(Date) December 17, 1998
/s/ Robert V.A. Harra, Jr.
------------------------------
Robert V.A. Harra, Jr.
Director, President, Chief
Operating Officer and Treasurer
(Date) December 17, 1998
/s/ David R. Gibson
------------------------------
David R. Gibson
Senior Vice President, Chief
Financial Officer and member of Thrift
Savings Plan Committee
(Principal Financial Officer and Principal
Accounting Officer)
(Date) December 17, 1998
/s/ Carolyn S. Burger
------------------------------
Carolyn S. Burger
Director
(Date) December 17, 1998
9
<PAGE>
/s/ Richard R. Collins
------------------------------
Richard R. Collins
Director
(Date) December 17, 1998
/s/ Charles S. Crompton, Jr.
------------------------------
Charles S. Crompton, Jr.
Director
(Date) December 17, 1998
/s/ H. Stewart Dunn, Jr.
------------------------------
H. Stewart Dunn, Jr.
Director
(Date) December 17, 1998
/s/ Edward B. Dupont
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Edward B. DuPont
Director
(Date) December 17, 1998
/s/ R. Keith Elliott
------------------------------
R. Keith Elliott
Director
(Date) December 17, 1998
10
<PAGE>
/s/ Robert C. Forney
------------------------------
Robert C. Forney
Director
(Date) December 17, 1998
/s/ Andrew B. Kirkpatrick, Jr.
------------------------------
Andrew B. Kirkpatrick, Jr.
Director
(Date) December 17, 1998
/s/ Rex L. Mears
------------------------------
Rex L. Mears
Director
(Date) December 17, 1998
/s/ Hugh E. Miller
------------------------------
/s/ Hugh E. Miller
Hugh E. Miller
Director
(Date) December 17, 1998
/s/ Stacey J. Mobley
------------------------------
Stacey J. Mobley
Director
(Date) December 17, 1998
11
<PAGE>
/s/ Leonard W. Quill
------------------------------
Leonard W. Quill
Director
(Date) December 17, 1998
/s/ David P. Roselle
------------------------------
David P. Roselle
Director
(Date) December 17, 1998
/s/ H. Rodney Sharp, III
------------------------------
H. Rodney Sharp, III
Director
(Date) December 17, 1998
/s/ Thomas P. Sweeney
------------------------------
Thomas P. Sweeney
Director
(Date) December 17, 1998
/s/ Mary Jornlin Theisen
------------------------------
Mary Jornlin Theisen
Director
(Date) December 17, 1998
/s/ Robert W. Tunnell, Jr.
------------------------------
Robert W. Tunnell, Jr.
Director
(Date) December 17, 1998
12
<PAGE>
SIGNATURES
The Plan
- --------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following additional individuals who administer the Thrift Savings Plan have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, State of
Delaware, on December 17, 1998.
/s/ Robert J. Christian (SEAL)
----------------------------
Robert J. Christian
/s/ Howard K. Cohen (SEAL)
----------------------------
Howard K. Cohen
/s/ Thomas P. Collins (SEAL)
----------------------------
Thomas P. Collins
/s/ Michael A. Digregorio (SEAL)
----------------------------
Michael A. DiGregorio
/s/ William J. Farrell, II (SEAL)
----------------------------
William J. Farrell, II
13
<PAGE>
/s/ Joseph M. Jacobs, Jr. (SEAL)
----------------------------
Joseph M. Jacobs, Jr.
/s/ P.M. Snyder, Jr. (SEAL)
----------------------------
P. M. Snyder, Jr.
/s/ Kermit B. Wooden (SEAL)
----------------------------
Kermit B. Wooden
14
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------ -------
5 Opinion of counsel as to Plan's compliance with ERISA
23.1 Consent of Michael A. DiGregorio, Esquire (included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP
24 Power of Attorney of Directors and Officers of the Registrant
(included on the signature page of this registration statement)
15
(302) 651-8793
December 15, 1998
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Re: Wilmington Trust Thrift Savings Plan
Ladies and Gentlemen:
I have served as counsel to the Wilmington Trust Thrift Savings Plan
("Thrift Plan") since 1987. The Thrift Plan is an individual account plan which
is tax qualified under the Internal Revenue Code Section 401(a). The Thrift Plan
permits employee-participants to make pre-tax and after-tax voluntary
contributions and has a number of investment options employee-participants may
select from regarding their account balances. One of these investment options is
Wilmington Trust Corporation common stock.
In connection with the preparation and filing of a registration statement
for Wilmington Trust Corporation on Form S-8 under the Securities Act of 1933,
as amended, I have been asked to render an opinion that the Thrift Plan
documents, as amended, and as in effect on December 15, 1998 are in compliance
with the provisions of the Employee Retirement Income Security Act ("ERISA").
I have examined a copy of the Thrift Plan, as amended and in effect on
December 15, 1998 and based on this review I am of the opinion that the Thrift
Plan, as amended, meets the requirements of ERISA and the Internal Revenue Code.
In support of this opinion, I attach a copy of a favorable Letter of
Determination dated September 1, 1995 issued by the Internal Revenue Service
regarding the Thrift Plan. The Thrift Plan was amended effective January 1,
1996, but this amendment, in my judgment, does not invalidate the Letter of
Determination.
I hereby consent to your filing a copy of this opinion as an exhibit to
the Registration Statement.
Yours sincerely,
/s/ Michael A. DiGregorio
Michael A. DiGregorio
Vice President
and Senior Trust Counsel
MAD/rp
Enclosure
<PAGE>
Jun 12 1997
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Employer Identification Number:
Date: Sep 12 1995 51-0291463
File Folder Number:
WILMINGTON TRUST CORPORATION 521018910
RODNEY SQUARE NORTH Person to Contact:
C/O ROBERT MAND ESQ EP/
1900 MARKET STREET SUITE 610 Contact Telephone Number:
PHILADELPHIA, PA 19103 (410) 962-6058
Plan Name:
WILMINGTON TRUST THRIFT SAVINGS
PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 30, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
<PAGE>
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1988 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefiting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul M. Harrington
District Director
Enclosure(s)
Publication 794
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the Thrift Savings Plan of Wilmington Trust Corporation, of
our reports(a) dated January 23, 1998, with respect to the consolidated
financial statements and schedules of Wilmington Trust Corporation included in
the 1997 Annual Report to Shareholders (Form 10-K) and (b) dated June 10, 1998,
with respect to the financial statements and schedules of the Wilmington Trust
Corporation Thrift Savings Plan included in the Plan's Annual Report (Form
11-K/A), both for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
December 21, 1998
