<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1998
REGISTRATION NO. 333-49019
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
WILMINGTON TRUST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 51-0328154
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
(302) 651-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS P. COLLINS, ESQUIRE
WILMINGTON TRUST CORPORATION
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
(302) 651-1693
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
with copies to:
JEREMY T. ROSENBLUM, ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
(215) 665-8500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unsecured Debt Securities........... $225,000,000 $225,000,000 $66,375.00
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee.
(2) Pursuant to Rule 457(o), the registration fee is calculated on the basis of
the proposed aggregate maximum offering price of the Unsecured Debt
Securities.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
SUBJECT TO COMPLETION DATED APRIL 24, 1998
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 24, 1998)
$125,000,000 [WT LOGO]
WILMINGTON TRUST CORPORATION
% SUBORDINATED NOTES DUE 2008
The % Subordinated Notes due 2008 (the "Notes") will mature on
, 2008. Interest on the Notes is payable semiannually in arrears on
and , beginning , 1998. The Notes may not be
redeemed prior to their stated maturity and will not be subject to any sinking
fund.
The Notes will be unsecured and subordinated to Senior Indebtedness and
General Obligations of Wilmington Trust Corporation (the "Company") as described
herein. Payment of the principal of the Notes may be accelerated only in the
case of certain events involving the bankruptcy, insolvency or reorganization of
the Company. There is no right of acceleration in the case of a default in the
payment of principal of, premium, if any, or interest on the Notes or the
performance of any covenant of the Company in the Subordinated Indenture or in
the Notes. See "Subordinated Securities -- Limited Right of Acceleration" in the
prospectus accompanying this Prospectus Supplement (the "Base Prospectus").
The Notes will be represented by Global Securities registered in the name
of the nominee of The Depository Trust Company ("DTC"). Interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its direct and indirect participants.
Except as described herein, Notes in definitive form will not be issued.
Settlement for the Notes will be made in immediately available funds. The Notes
will trade in DTC's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the Notes will therefore settle in
immediately available funds. So long as the Notes are represented by the Global
Securities, all payments of principal and interest on the Notes will be made by
the Company in immediately available funds.
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF THE COMPANY, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=========================================================================================================
PROCEEDS TO
PRICE TO PUBLIC(1) UNDERWRITING DISCOUNT COMPANY(1)(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note.................... % % %
- ---------------------------------------------------------------------------------------------------------
Total....................... $ $ $
=========================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from , 1998 to date of delivery.
(2) Before deduction of expenses payable by the Company, estimated to be
$160,000.
The Notes are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Notes will be made in book-entry form only
through the facilities of DTC, on or about , 1998, against payment
therefor in immediately available funds.
SALOMON SMITH BARNEY KEEFE, BRUYETTE & WOODS, INC.
, 1998.
<PAGE> 3
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES, AND THE
IMPOSITION OF A PENALTY BID IN CONNECTION WITH THE OFFERING. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."
WILMINGTON TRUST CORPORATION
The Company is the holding company of Wilmington Trust Company ("WTC"), a
Delaware-chartered bank and trust company, and is also the holding company of a
Pennsylvania-chartered bank and trust company and a Federal savings bank with
banking offices in Maryland and Florida (together with WTC, the "Banks"). WTC is
the largest full-service bank headquartered in Delaware and one of the nation's
largest personal trust companies. At December 31, 1997, WTC had over $100
billion in assets under management or custody on behalf of customers in all 50
states, the District of Columbia and 17 foreign countries. Subsidiaries of WTC
engage in the distribution of mutual funds sponsored by WTC, investment
advising, the sale of securities and insurance and related activities. At
December 31, 1997, the Company had approximately $6.1 billion of total assets,
including approximately $3.9 billion of loans. At the same date, the Company was
well-capitalized, with $541.0 million of qualifying capital for risk-based
capital purposes, representing 12.38% of risk-weighted assets, and $486.3
million of "Tier 1" capital, representing 11.13% of risk-weighted assets and
8.58% of average assets during 1997.
During 1997, the Company reported net income of $106.0 million, or $3.15
per share, a 9% increase over the $97.3 million, or $2.83 per share, reported
for 1996. The improvement in earnings was attributable to growth in both of the
major components of the Company's income. Net interest income increased 7% to
$230.0 million, an increase of $15.8 million over the $214.2 million reported
for 1996. Noninterest revenues (including trust and asset management fees,
service charges on deposit accounts and other operating income) increased 14% to
$157.5 million, an increase of $19.3 million over the $138.2 million reported
for 1996.
During 1997, the Company increased its reserve for loan losses from $54.4
million (1.44% of loans outstanding) to $63.8 million (1.60% of loans
outstanding) and increased its unallocated loan loss reserve from $1.5 million
to $9.0 million. At the same time, the Company reduced by 28% the total dollar
amount of loans past due 90 days or more, non-accruing loans and restructured
loans, from $61.2 million (representing 1.62% of total loans) to $44.2 million
(representing 1.11% of total loans). At December 31, 1997, the Company's loan
loss reserves represented 144% of loans past due 90 days or more, non-accruing
loans and restructured loans, compared to 89% at the end of 1996.
The Company is a legal entity separate and distinct from the Banks and
WTC's nonbanking subsidiaries (collectively, the "Affiliates"). Accordingly, the
right of the Company, and thus the right of the Company's creditors and
stockholders, to participate in any distribution of the assets or earnings of
any Affiliate is necessarily subject to the prior claims of creditors of the
Affiliate, except to the extent that claims of the Company in its capacity as a
creditor may be recognized. The principal sources of the Company's revenues
historically have been dividends from the Affiliates. See
"Business -- Regulation -- Dividend Limitations" in the 1997 Form 10-K for a
discussion of restrictions on the payment of dividends by the Banks and the
Company.
The Company was incorporated under Delaware law in 1985. Its executive
offices are located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890 and its telephone number is (302) 651-1000.
S-2
<PAGE> 4
RECENT DEVELOPMENTS
The Company reported net income for the first quarter of 1998 of $27.3
million, or $0.82 per share, an increase of 10% over the $24.9 million, or $.74
per share, reported for the first quarter of 1997. Return on average assets and
return on average stockholders' equity for the first quarter of 1998 on an
annualized basis were 1.81% and 21.81%, respectively, compared to corresponding
figures of 1.87% and 21.67%, respectively, for the first quarter of 1997.
Net interest income for the first quarter of 1998 was $59.4 million, an
increase of $3.7 million, or 7%, above net interest income for the first quarter
of 1997. This increase primarily is attributable to growth of $269 million in
the Company's loan portfolio and $443 million in the Company's investment
portfolio since March 31, 1997. The Company's net interest margin for the first
quarter of 1998 was 4.33%, a decrease of 24 basis points from the 4.57% reported
for the first quarter of 1997. This decrease was primarily attributable to the
increase in the Company's investment portfolio, which carries narrower interest
rate spreads than its loan portfolio. Additional investments were added to the
investment portfolio to leverage the Company's expanding capital base.
Noninterest income for the first quarter of 1998 was $45.6 million, an
increase of $10.0 million, or 28%, over the $35.6 million reported for the first
quarter of 1997. Trust and asset management fees for the first quarter of 1998
were $30.0 million, an increase of $4.1 million, or 16%, over the $25.9 million
reported for the first quarter of 1997. Noninterest expense for the first
quarter of 1998 was $59.5 million, an increase of $9.8 million, or 20%, over the
$49.7 million reported for the first quarter of 1997.
The Company established a provision for loan losses of $5.0 million for the
first quarter of 1998, compared to $4.5 million for the first quarter of 1997.
Net chargeoffs for the first quarter of 1998 were $2.8 million, compared to $3.5
million for the first quarter of 1997, reflecting continued improvement in the
Company's loan portfolios. Nonperforming assets for the first quarter of 1998
were $30.7 million, a decrease of $12.7 million from the $43.4 million for the
first quarter of 1997. The reserve for loan losses at March 31, 1998 was $66.1
million, representing 1.61% of the Company's total loans, up from $55.4 million
and 1.45%, respectively, at March 31, 1997.
At March 31, 1998, total assets were $6.4 billion, total deposits were $4.3
billion and stockholders' equity was $518.7 million.
On April 24, 1998, WT Investments, Inc., an indirect subsidiary of the
Company ("WTI"), entered into an agreement with Roxbury Capital Management, an
asset management firm headquartered in Santa Monica, California ("Roxbury"), and
its principals. Under this agreement, a new entity, Roxbury Capital Management,
LLC ("RCM"), will assume Roxbury's investment management business. Roxbury
performs investment management services relating to large-capitalization stocks
for institutional and individual clients. The firm has a staff of 52 employees
and currently manages over $4 billion in assets on a discretionary basis.
Closing is subject to the satisfaction of several customary conditions. At
closing, WTI will obtain a preferred profits interest in RCM, with the balance
of those profits being retained by Roxbury and its current owners. Options to
acquire additional ownership interests in RCM will be distributed to key
employees. The Company will be able to purchase additional ownership interests
in RCM from its equity owners upon the occurrence of a number of specified
events, including the termination of employment, death, disability or retirement
of the individual.
RCM will be managed by a board of seven managers. Initially, the board will
consist of five people designated by Roxbury and its principals and two people
designated by WTI. WTI will be entitled to elect a majority of the board when it
acquires a majority of the equity interests in RCM.
SELECTED HISTORICAL FINANCIAL INFORMATION
The following tables set forth selected historical consolidated financial
information (unaudited) for the Company for the five years ended December 31,
1997. The tables largely have been derived from, and should be read in
conjunction with, the historical financial statements of the Company, including
the related notes
S-3
<PAGE> 5
thereto, contained in documents incorporated by reference in the Base
Prospectus. See "Incorporation of Certain Documents by Reference."
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Consolidated Average Statements of
Condition
Assets:
Cash and due from banks.............. $ 190,243 $ 187,473 $ 194,224 $ 202,777 $ 194,808
Short-term investments............... 22,369 26,459 17,522 26,425 21,248
Investment securities................ 1,386,299 1,343,007 1,184,002 1,060,015 946,052
Loans................................ 3,921,493 3,602,430 3,390,782 3,114,384 2,949,909
Reserve for loan losses............ (56,747) (50,768) (47,895) (50,258) (48,619)
---------- ---------- ---------- ---------- ----------
Net loans....................... 3,864,746 3,551,662 3,342,887 3,064,126 2,901,290
---------- ---------- ---------- ---------- ----------
Other................................ 216,330 198,762 194,231 168,702 158,414
---------- ---------- ---------- ---------- ----------
Total........................... $5,679,987 $5,307,363 $4,932,866 $4,522,045 $4,221,812
========== ========== ========== ========== ==========
Liabilities and stockholders' equity:
Demand deposits
(noninterest-bearing).............. $ 678,683 $ 633,066 $ 580,928 $ 559,574 $ 500,396
Deposits (interest-bearing).......... 3,191,703 2,890,944 2,583,995 2,704,736 2,718,885
Short-term borrowings................ 1,188,214 1,195,762 1,239,416 775,302 545,012
Other................................ 99,573 101,764 86,703 73,786 65,737
Long-term debt....................... 43,000 30,910 6,981 -- --
---------- ---------- ---------- ---------- ----------
Total........................... 5,201,173 4,852,446 4,498,023 4,113,398 3,830,030
Stockholders' equity................. 478,814 454,917 434,843 408,647 391,782
---------- ---------- ---------- ---------- ----------
Total........................... $5,679,987 $5,307,363 $4,932,866 $4,522,045 $4,221,812
========== ========== ========== ========== ==========
</TABLE>
S-4
<PAGE> 6
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Consolidated Year-End Statements of
Condition
Assets:
Cash and due from banks.............. $ 239,392 $ 231,233 $ 252,831 $ 203,523 $ 186,328
Short-term investments............... 50,000 134,190 78,866 132,360 189,532
Investment securities................ 1,649,410 1,266,151 1,360,778 985,181 1,093,460
Loans................................ 3,993,935 3,771,484 3,521,915 3,284,233 3,037,572
Reserve for loan losses............ (63,805) (54,361) (49,867) (48,669) (51,363)
---------- ---------- ---------- ---------- ----------
Net loans....................... 3,930,130 3,717,123 3,472,048 3,235,564 2,986,209
---------- ---------- ---------- ---------- ----------
Other................................ 253,419 215,712 207,675 185,731 182,227
---------- ---------- ---------- ---------- ----------
Total........................... $6,122,351 $5,564,409 $5,372,198 $4,742,359 $4,637,756
========== ========== ========== ========== ==========
Liabilities and stockholders' equity:
Demand deposits
(noninterest-bearing).............. $ 792,513 $ 840,987 $ 721,400 $ 695,547 $ 587,058
Deposits (interest-bearing).......... 3,376,517 3,072,711 2,866,185 2,613,203 2,804,388
Short-term borrowings................ 1,307,577 1,036,543 1,195,552 934,807 777,058
Other................................ 99,737 106,451 101,690 80,580 74,077
Long-term debt....................... 43,000 43,000 28,000 -- --
---------- ---------- ---------- ---------- ----------
Total........................... 5,619,344 5,099,692 4,912,827 4,324,137 4,242,581
Stockholders' equity................. 503,007 464,717 459,371 418,222 395,176
---------- ---------- ---------- ---------- ----------
Total........................... $6,122,351 $5,564,409 $5,372,198 $4,742,359 $4,637,756
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME
Net interest income.................. $230,016 $214,221 $197,364 $184,330 $174,847
-------- -------- -------- -------- --------
Trust and asset management fees...... 114,501 98,247 87,982 82,542 78,313
Other noninterest revenues........... 43,014 38,802 37,391 32,696 35,086
Securities gains/(losses)............ 27 1,188 2,267 (2,157) 268
-------- -------- -------- -------- --------
Total noninterest income........ 157,542 138,237 127,640 113,081 113,667
-------- -------- -------- -------- --------
Operating revenues.............. 387,558 352,458 325,004 297,411 288,514
Provision for loan losses............ (21,500) (16,000) (12,280) (4,550) (9,500)
Salaries and employment benefits..... 129,816 119,574 110,670 101,813 95,849
Other operating expenses............. 77,855 72,765 70,334 70,214 65,937
-------- -------- -------- -------- --------
Total other expense............. 207,671 192,339 181,004 172,027 161,786
-------- -------- -------- -------- --------
Income before income taxes........... 158,387 144,119 131,720 120,834 117,228
Applicable income taxes.............. 52,343 46,841 41,689 35,665 34,467
-------- -------- -------- -------- --------
Net income...................... $106,044 $ 97,278 $ 90,031 $ 85,169 $ 82,761
======== ======== ======== ======== ========
Net income per share:
Basic........................... $ 3.15 $ 2.83 $ 2.56 $ 2.37 $ 2.24
-------- -------- -------- -------- --------
Diluted......................... $ 3.08 $ 2.79 $ 2.53 $ 2.35 $ 2.21
-------- -------- -------- -------- --------
</TABLE>
S-5
<PAGE> 7
SELECTED FINANCIAL RATIOS AND STATISTICS
<TABLE>
<CAPTION>
AT OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net income as a percentage of:
Average stockholders' equity................... 22.15% 21.38% 20.70% 20.84% 21.12%
Average total assets........................... 1.87 1.83 1.83 1.88 1.96
------- ------- ------- ------- -------
Loan quality:
Percentage of average total loans:
Net charge-offs............................. 0.31% 0.32% 0.33% 0.23% 0.28%
Nonaccruing loans........................... 0.73 1.13 0.99 0.93 0.75
Percentage of total loans:
Reserve for loan losses (1)................. 1.60 1.44 1.42 1.48 1.69
------- ------- ------- ------- -------
Selected per share data:
Dividends paid................................. $ 1.41 $ 1.29 $ 1.17 $ 1.06 $ 0.975
Book value (1)................................. 15.02 13.71 13.09 11.80 10.87
Staff members (full-time equivalents) (1)........ 2,428 2,418 2,332 2,303 2,254
Net income per staff member...................... $43,675 $40,231 $38,607 $36,982 $36,717
Overhead ratio (2)............................... 52.32% 53.04% 53.86% 55.86% 53.97%
Capital generation rate (3)...................... 12.59 11.51 11.68 11.88 12.35
"Tier 1" risk-based capital ratio (1)(4)......... 11.13% 10.76% 10.84% 11.26% 11.07%
Risk-based capital ratio (1)(5).................. 12.38 12.01 12.06 12.51 12.36
Leverage capital ratio (1)(6).................... 8.58 8.59 8.98 8.94 9.05
</TABLE>
- ---------------
(1) At year-end.
(2) Total other expense as a percentage of operating revenue.
(3) Net income less dividends paid as a percentage of prior year-end
stockholders' equity.
(4) "Tier 1" capital to risk-weighted assets.
(5) Total qualifying capital to risk-weighted assets.
(6) "Tier 1" capital to average tangible assets.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of December 31, 1997 on a historical basis and on a pro forma, as
adjusted basis giving effect to the sale of the Notes. This table should be read
in conjunction with, and is qualified by reference to, the Company's
consolidated financial statements and related notes contained in documents
incorporated by reference in the Base Prospectus.
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
--------------------------
HISTORICAL PRO FORMA(1)
---------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Long-term debt:
Subordinated Notes........................................ $ -- $125,000
Other Obligations......................................... 43,000 43,000
-------- --------
Total Long-Term Debt.............................. 43,000 168,000
Stockholders' equity........................................ 503,007 503,007
-------- --------
Total Capitalization.............................. $546,007 $671,007
======== ========
</TABLE>
- ---------------
(1) The pro forma information gives effect to the sale of the Notes as if such
event occurred on December 31, 1997.
S-6
<PAGE> 8
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the Company's ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Excluding interest on deposits.............................. 3.3x 3.1x 2.8x 4.7x 7.8x
Including interest on deposits.............................. 1.8 1.8 1.7 2.0 2.0
</TABLE>
Earnings are comprised of income before income taxes, plus fixed charges.
Fixed charges include interest expense (including the interest factor of
capitalized leases, capitalized interest and amortization of deferred debt
expense) plus the portion of rental payments under operating leases deemed to be
interest.
USE OF PROCEEDS
The Company currently intends to use the net proceeds from the sale of the
Notes for general corporate purposes. These may include, without limitation,
funding a recent acquisition and possible future acquisitions of interests in
investment management firms and other companies and the Company's common stock
buyback program. Pending such uses, the net proceeds may be invested
temporarily. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of the Company and its affiliates and the
availability of other funds.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Notes set forth in the
Base Prospectus under the captions "Description of Debt Securities" and
"Subordinated Securities," to which reference is hereby made. The Base
Prospectus sets forth the meaning of certain capitalized terms used herein and
not otherwise defined herein.
The Notes will be a series of Subordinated Securities described in the Base
Prospectus, will be limited to $125 million in aggregate principal amount and
will mature on , 2008. Reference should be made to the Base
Prospectus for a detailed summary of additional provisions of the Notes and of
the Subordinated Indenture under which the Notes are issued.
The Notes will bear interest at the rate of % per annum from
, 1998, payable semiannually in arrears on and
of each year, commencing , 1998, to the persons in whose
names the Notes (or any predecessor Notes) are registered at the close of
business on the preceding or , as the case may be.
Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months.
The Notes may not be redeemed prior to their stated maturity and will not
be subject to any sinking fund.
The Notes are to be issued under the Indenture relating to subordinated
debt securities dated as of , 1998 (the "Subordinated Indenture")
between the Company and Norwest Bank Minnesota, National Association, as trustee
(the "Trustee").
SUBORDINATION
The Notes will be unsecured and will be subordinated and junior in right of
payment to the Company's obligations to the holders of Senior Indebtedness and
General Obligations of the Company, as described under the caption "Subordinated
Securities" in the Base Prospectus. At December 31, 1997, the Company had
$596,000 of General Obligations (including $447,000 of deferred directors' fees)
and no Senior Indebtedness outstanding. The Subordinated Indenture does not
prohibit or limit the incurrence of Senior Indebtedness or General Obligations
by the Company, including Senior Indebtedness or General Obligations held by
Affiliates.
S-7
<PAGE> 9
LIMITED RIGHT OF ACCELERATION
Payment of principal of the Notes may be accelerated only in the case of
the bankruptcy, insolvency or reorganization of the Company. There is no right
of acceleration in the case of a default in the payment of principal, premium,
if any, or interest on the Notes or in the performance of any other covenant of
the Company in the Subordinated Indenture or in the Notes. See "Subordinated
Securities--Limited Right of Acceleration" in the Base Prospectus.
DELIVERY AND FORM
The Notes initially will be represented by global securities ("Global
Securities") deposited with DTC and registered in the name of the nominee of
DTC. The Notes will be available for purchase in denominations of $1,000 and
integral multiples thereof, in book-entry form only. Unless and until
certificated Notes are issued under the limited circumstances described below,
no beneficial owner of a Note will be entitled to receive a definitive
certificate representing a Note. So long as DTC or any successor depositary
(collectively, the "Depositary") or its nominee is the registered holder of the
Global Securities, the Depositary, or such nominee, as the case may be, will be
considered to be the sole owner or holder of the Notes for all purposes of the
Subordinated Indenture.
BOOK-ENTRY SYSTEM
DTC has advised the Company that it is a limited purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
DTC was created to hold securities for its participating organizations (the
"Participants") and facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry changes in
accounts of its Participants, thereby eliminating the need for physical movement
of certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and may include certain other
organizations (including the Underwriters (as defined below)). Indirect access
to the DTC system also is available to banks, brokers, dealers, trust companies
and other entities that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly (the "Indirect Participants").
Beneficial owners of the Notes that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of or
other interests in the Notes may do so only through Participants and Indirect
Participants.
Payments with respect to the Global Securities will be made to DTC or any
successor Depositary, or the nominee thereof. The Company expects that any such
Depositary or nominee, upon receipt of any payment of principal of or interest
on the Global Securities, will credit the accounts of its Participants with
payments in amounts proportionate to such Participants' ownership interest in
the Global Securities and that direct or indirect beneficial owners of the Notes
will receive distributions of principal and interest in proportion to their
respective beneficial ownership through the Participants. Consequently, any
payments to beneficial owners of the Notes will be subject to the terms,
conditions and time of payment required by the Depositary, the Participants and
Indirect Participants, as applicable. The Company expects that such payments
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers registered in "street
name." Once payment is made to the Depositary or its nominee, further payments
will be the responsibility of the Depositary or nominee and the Depositary's
Participants and Indirect Participants. NEITHER THE COMPANY NOR THE TRUSTEE WILL
HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO
OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL OWNERSHIP INTERESTS IN THE NOTES OR
FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH
BENEFICIAL OWNERSHIP INTERESTS.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Notes and is required to receive and
transmit distributions of principal and interest on the Notes. Participants and
Indirect Participants with which beneficial owners of the Notes have accounts
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective beneficial owners of
S-8
<PAGE> 10
the Notes. Accordingly, although beneficial owners of the Notes will not possess
certificated Notes, beneficial owners will be entitled to receive payments and
to transfer their interests.
Since it is anticipated that the only holder of the Notes will be the
Depositary or its nominee, beneficial owners of the Notes will not be recognized
as holders of the Notes under the Subordinated Indenture unless certificated
definitive Notes are issued. So long as the Notes are represented by the Global
Securities, beneficial owners of the Notes will only be permitted to exercise
the rights of holders of Notes indirectly through the Participants, who in turn
will exercise such rights through the Depositary.
If the Depositary is at any time unwilling, unable or ineligible to
continue as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue individual Notes in definitive
form in exchange for the Global Securities representing the Notes. In addition,
the Company may at any time and in its sole discretion determine not to have the
Notes represented by Global Securities. In that event, the Company will issue
individual Notes in definitive form in exchange for the Global Securities
representing the Notes. In either instance, the Company will issue Notes in
definitive form equal in aggregate principal amount to the Global Securities, in
such names and in such principal amounts as the Depositary requests. Notes so
issued in definitive form will be issued in denominations of $1,000 and integral
multiples thereof, and be in registered form only, without coupons.
REGARDING THE TRUSTEE
The Company has agreed to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of its duties under the Subordinated Indenture, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
thereunder. In addition to its trusteeship under the Subordinated Indenture, the
Company maintains other business relationships with the Trustee.
S-9
<PAGE> 11
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1998 (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters") have severally but not jointly
agreed to purchase from the Company the following respective principal amounts
of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Salomon Brothers Inc........................................ $
Keefe, Bruyette & Woods, Inc................................
------------
Total............................................. $125,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to pay for and accept delivery of the Notes are subject to certain
conditions precedent, that the Underwriting Agreement may be terminated under
certain circumstances and that the Underwriters will be obligated to purchase
all of the Notes if any are purchased.
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Notes to the public at the public offering price
set forth on the cover page of this Prospectus Supplement and to certain dealers
at such price, less a concession not in excess of % of the principal amount
of the Notes. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of % of the principal amount of the Notes. After
the initial public offering, the public offering notice and such concessions may
be changed.
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain civil liabilities, including liabilities
under the Securities Act, or contribute to payments which the Underwriters may
be required to make in respect thereof.
The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes, and any such market-making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or the trading market for, the Notes.
The Underwriters and certain of their affiliates and associates may be
customers of, have borrowing relationships with, engage in transactions with,
and/or perform services, including investment banking services, for the Company
and its subsidiaries in the ordinary course of business.
In connection with the offering, the Underwriters may engage in stabilizing
transactions, syndicate covering transactions and penalty bids in accordance
with Rule 104 under the Exchange Act. Stabilizing transactions permit bids to
purchase the Notes so long as the stabilizing bids do not exceed a specified
maximum. Syndicate covering transactions involve purchases of the Notes in the
open market after the distribution has been completed in order to cover
syndicate short positions. Penalty bids permit the Underwriters to reclaim a
selling concession from a syndicate member when the Notes originally sold by
such syndicate member are purchased in a syndicate covering transaction to cover
syndicate short positions. Such stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the Notes to be higher than
it would otherwise be in the absence of such transactions. These transactions,
if commenced, may be discontinued at any time.
S-10
<PAGE> 12
PROSPECTUS
[WILMINGTON TRUST LOGO]
WILMINGTON TRUST CORPORATION
UNSECURED SENIOR AND SUBORDINATED SECURITIES
WILMINGTON TRUST CORPORATION (the "Company") may issue from time to time,
together or separately, in one or more series, up to $225,000,000 principal
amount of unsecured debt securities ("Securities"), which may be either senior
("Senior Securities") or subordinated ("Subordinated Securities") in priority of
payment. If the Company issues any Original Issue Discount Securities (as
defined below), the maximum amount of Securities issued hereunder will be based
on the proceeds of sale rather than the principal amount.
------------------------
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Subordinated Securities will be
unsecured and subordinated as described under the caption "Subordinated
Securities."
Unless otherwise specified in the Prospectus Supplement relating to a
series of Subordinated Securities, payment of the principal of Subordinated
Securities may be accelerated only upon certain events involving the bankruptcy
or insolvency of the Company and no right of acceleration will exist upon
default in the payment of principal or interest or in the performance of any
covenant.
When a particular series of Securities is offered hereunder, a supplement
to this Prospectus (a "Prospectus Supplement") setting forth certain terms of
the offered Securities will be delivered, together with this Prospectus. The
Prospectus Supplement will include, among other things, to the extent
applicable, the specific designation, priority, aggregate principal amount, rate
or method of calculation and time of payment of any interest, authorized
denominations, maturity, offering price, place or places of payment, redemption
terms, terms of any repayment at the option of the holder, terms for sinking
fund payments, provisions regarding original issue discount securities and other
terms.
The Prospectus Supplement may also contain information, if applicable,
about certain U.S. Federal income tax considerations relating to, and any
listing on a securities exchange of, the Securities covered by the Prospectus
Supplement.
The Securities may be sold by the Company directly, through agents
designated from time to time, through underwriting syndicates led by one or more
managing underwriters or through one or more underwriters acting alone. If any
agent of the Company or any underwriter is involved in the sale of Securities,
the name of such agent or underwriter, the principal or stated amount to be
purchased by it, any applicable commissions or discounts and the net proceeds to
the Company from such sale will be set forth in, or may be calculated from, the
Prospectus Supplement. The aggregate net proceeds to the Company from the sale
of all of the Securities will be the public offering or purchase price of the
Securities sold less the aggregate of such commissions and discounts and other
expenses of issuance and distribution. See "Plan of Distribution."
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS APRIL 24, 1998.
<PAGE> 13
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANOTHER PERSON. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and the Commission's Regional Offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center (13th Floor), New
York, New York 10048. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. In addition, registration statements and certain
other filings made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") System are publicly available through the
Commission's site on the World Wide Web located at http://www.sec.gov. The
Registration Statement, including all exhibits thereto and amendments thereof,
have been filed with the Commission through EDGAR.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Securities being offered by this Prospectus. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
portions of which have been omitted in accordance with the rules and regulations
of the Commission. For other information with respect to the Company and the
Securities, reference is made to the Registration Statement, including the
exhibits thereto. The Registration Statement may be inspected by anyone without
charge at the principal office of the Commission in Washington, D.C., and copies
of all or any part of it may be obtained from the Commission upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1997 (the "1997 Form 10-K"), previously filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act, is incorporated herein by reference.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities will be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE ADDRESSED TO THOMAS P. COLLINS AT WILMINGTON TRUST
CORPORATION, RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET, WILMINGTON, DELAWARE
19890 OR AT (302) 651-1693.
2
<PAGE> 14
WILMINGTON TRUST CORPORATION
GENERAL
The Company is the holding company of Wilmington Trust Company ("WTC"), a
Delaware-chartered bank and trust company, and is also the holding company of a
Pennsylvania-chartered bank and trust company and a Federal savings bank with
banking offices in Maryland and Florida (together with WTC, the "Banks"). WTC is
the largest full-service bank headquartered in Delaware and one of the nation's
largest personal trust companies. At December 31, 1997, WTC had over $100
billion in assets under management or custody on behalf of customers in all 50
states, the District of Columbia and 17 foreign countries. Subsidiaries of WTC
engage in the distribution of mutual funds sponsored by WTC, investment
advising, the sale of securities and insurance and related activities.
The Company is a legal entity separate and distinct from the Banks and
WTC's nonbanking subsidiaries (collectively, the "Affiliates"). Accordingly, the
right of the Company, and thus the right of the Company's creditors and
stockholders, to participate in any distribution of the assets or earnings of
any Affiliate is necessarily subject to the prior claims of creditors of the
Affiliate, except to the extent that claims of the Company in its capacity as a
creditor may be recognized. The principal sources of the Company's revenues
historically have been dividends from the Affiliates. See
"Business -- Regulation -- Dividend Limitations" in the 1997 Form 10-K for a
discussion of restrictions on the payment of dividends by the Banks and the
Company.
The Company was incorporated under Delaware law in 1985. Its executive
offices are located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890 and its telephone number is (302) 651-1000.
REGULATORY MATTERS
The following summary of laws and regulations applicable to the Company and
the Banks does not purport to be complete, and is qualified in its entirety by
reference to the more extensive discussion set forth in the 1997 Form 10-K and
to applicable laws and regulations.
General
The Company is a bank holding company and a thrift holding company and the
Banks are depository institutions whose deposits are insured by the Federal
Deposit Insurance Corporation (the "FDIC"). Federal statutes applicable to the
Company and the Banks include, without limitation, the Federal Reserve Act, the
Federal Deposit Insurance Act and the Bank Holding Company Act (the "BHCA"). The
Company and the Banks are regulated and supervised at the Federal level by the
Federal Reserve Board, the FDIC and the Office of Thrift Supervision (the
"OTS"). In addition, the Company, WTC and the Company's Pennsylvania-chartered
banking subsidiary are subject to supervision and regulation by state
authorities.
BHCA
Under the BHCA and the Federal Reserve Board regulations thereunder, the
Federal Reserve Board's approval is required before a holding company may
acquire "control" of a bank. The BHCA defines "control" of a bank to include
ownership or the power to vote 25% or more of any class of voting stock of a
bank, the ability to otherwise control the election of a majority of a bank's
directors or the power to exercise, directly or indirectly, a controlling
influence over a bank's management or policies. In addition, the Federal Reserve
Board's prior approval is required for: (1) any action which causes a bank or
other company to become a bank holding company; (2) any action which causes a
bank to become a subsidiary of a bank holding company; (3) the acquisition by a
bank holding company of direct or indirect ownership or control of any voting
securities of a bank or bank holding company if the acquisition results in the
acquiring bank holding company's control of more than five percent of the
outstanding shares of any class of voting securities of the target bank or bank
holding company; (4) the acquisition by a bank holding company or one of its
subsidiaries, other than a bank, of all or substantially all of a bank's assets;
and (5) the merger or consolidation of bank holding companies, including a
merger through a purchase of assets and assumption of liabilities. Before
obtaining "control" of the Company, a potential acquirer would need to obtain
the Federal Reserve Board's prior approval under the BHCA or the Federal Reserve
Board's regulations promulgated under the Federal Bank Control Act.
3
<PAGE> 15
A bank holding company and its subsidiaries generally may not, with certain
exceptions, engage in, acquire or control, directly or indirectly, voting
securities or assets of a company engaged in any activity other than (1) banking
or managing or controlling banks and other subsidiaries authorized under the
BHCA and (2) any BHCA activity which the Federal Reserve Board determines to be
so closely related to banking or managing or controlling banks as to be a proper
incident thereto. These include any incidental activities which are necessary to
carry on such activities, provided the bank holding company has obtained the
Federal Reserve Board's prior approval for the activity. The Federal Reserve
Board has approved a lengthy list of activities that are permissible for bank
holding companies and their non-banking subsidiaries. See the 1997 Form 10-K.
Interstate Banking Act
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Banking Act"), adequately capitalized and managed bank
holding companies are permitted, subject to regulatory approval and certain
limitations and regardless of certain state law restrictions such as reciprocity
requirements and regional compacts, to acquire a bank in any state. States
cannot "opt out" of these interstate acquisition provisions.
In addition, under the Interstate Banking Act, bank holding companies are
permitted, subject to regulatory approval and certain limitations, to merge
banks operating in different states, provided neither bank is headquartered in a
state that "opted out" of these provisions before June 1, 1997.
Under the Interstate Banking Act, states may, by express legislation,
permit de novo branching of or acquisitions of existing branches by out-of-state
banks within their borders. In 1995, Delaware opted in to the provisions of the
Interstate Banking Act permitting banks operating in different states to be
merged, but opted out of de novo branching.
The Interstate Banking Act generally provides that the laws of the host
state generally apply with respect to interstate branching, community
reinvestment, consumer protection or fair lending.
Safety and Soundness Limitations
As a bank holding company, the Company is required to conduct its
operations in a safe and sound manner. If the Federal Reserve Board believes
that an activity of a bank holding company or control of a nonbank subsidiary,
other than a nonbank subsidiary of a bank, constitutes a serious risk to the
financial safety, soundness or stability of a subsidiary bank of the bank
holding company and is inconsistent with sound banking practices or the purposes
of the BHCA or certain other Federal banking statutes, the Federal Reserve Board
may require the bank holding company to terminate the activity or the holding
company's control of the subsidiary.
Sections 23A and 23B of the Federal Reserve Act establish standards for the
terms of, limit the amount of and establish collateral requirements with respect
to, any loans or extensions of credit to and investments in affiliates by the
Banks. The Banks are "affiliates" of the Company and each other for purposes of
the Federal Reserve Act. In addition, the Federal Reserve Act and the Federal
Reserve Board's regulations limit the amounts of, and establish required
procedures and credit standards with respect to, loans and other extensions of
credit to directors, officers and principal shareholders of the Corporation and
its subsidiaries, as well as to related interests of those persons.
Capital Standards
The Federal Reserve Board and the other federal banking agencies have
adopted "risk-based" capital standards to assist in assessing the capital
adequacy of bank holding companies and banks under their jurisdiction. Those
risk-based capital standards include both a definition of capital and a
framework for calculating "risk-weighted" assets by assigning assets and
off-balance-sheet items to broad, risk-weighted categories. An institution's
risk-based capital ratio is calculated by dividing its qualifying capital by its
risk-weighted assets. At least one-half of risk-based capital must consist of
Tier 1 capital (generally including common stockholders' equity, qualifying
cumulative and noncumulative perpetual preferred stock and minority interests in
consolidated subsidiaries). The Federal Reserve Board also adopted minimum
leverage ratios of "Tier 1" capital to total assets. At December 31, 1997, the
Company and the Banks were all well-capitalized, with capital levels in excess
of applicable risk-based and leverage thresholds. See the 1997 Form 10-K.
4
<PAGE> 16
FDIC Insurance and Regulation
Deposits in the Banks are insured by the FDIC up to applicable limits. The
Company's banking subsidiaries currently are not required to pay for FDIC
insurance; the annual premium for the Company's thrift subsidiary is currently
$.23 per $100 of insured deposits.
The FDIC may impose sanctions on any insured depository institution which
does not operate in accordance with the FDIC's regulations, policies or
directives. Cease-and-desist proceedings may be instituted against an insured
institution or holding company which is believed to be engaged in unsafe and
unsound practices, including violations of laws and regulations. The FDIC also
has the authority to terminate deposit insurance coverage, after notice and
hearing, if it determines that the insured institution is or has engaged in an
unsafe or unsound practice which has not been corrected, is in an unsafe or
unsound condition to continue operation or has violated any law, regulation,
rule or order of, or condition imposed by, the FDIC. The Company is not aware of
any past or current practice, condition or violation which might lead to
termination of the deposit insurance coverage of any of the Banks or to any
proceeding against any of the Banks or any of their respective directors,
officers or staff members.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"Improvement Act"), among other things, requires annual on-site examinations of
insured depository institutions, and authorizes the Federal examining agency to
take prompt corrective action to resolve an institution's problems. The nature
and extent of the corrective action depends primarily on the institution's
capital level. Options available in appropriate circumstances include requiring
recapitalization of or a capital restoration plan from the institution,
restricting transactions between the institution and its affiliates, restricting
interest rates, asset growth, activities and investments in the institution's
subsidiaries, ordering a new election of directors, dismissing directors or
senior executive officers and requiring the employment of qualified senior
executive officers. The holding company of a depository institution may be
required to guarantee compliance with an institution's capital restoration plan
and provide assurance of performance under such a plan. The Improvement Act
also: (1) prohibits insured depository institutions from making capital
distributions (including dividends) if, after the distribution, the institution
would be undercapitalized; (2) directs the Federal banking agencies to monitor
closely the condition, plans, restrictions and requirements of or applicable to
undercapitalized institutions and restricts such institutions' asset growth,
branching and new lines of business; and (3) expands the grounds for appointment
of a conservator or receiver for an insured institution. The Improvement Act
generally requires that a receiver be appointed if the institution does not have
tangible equity of at least 2% of its total assets.
Other Laws and Regulations
The lending and deposit-taking activities of the Banks are subject to a
variety of Federal and state consumer protection laws, including the Equal
Credit Opportunity Act (which prohibits discrimination in all aspects of credit-
granting), the Truth-in-Lending Act (which principally mandates certain
disclosures in connection with loans made for personal, family or household
purposes and imposes substantive restrictions with respect to home equity lines
of credit), the Truth-in-Savings Act (which principally mandates certain
disclosures in connection with deposit-taking activities), the Fair Credit
Reporting Act (which, among other things, requires a lender to disclose the name
and address of the credit bureau from whom a lender obtains a report that
resulted in a denial of credit), the Real Estate Settlement Procedures Act
(which, among other things, requires residential mortgage lenders to provide
loan applicants with closing cost information shortly after the time of
application and prohibits referral fees in connection with real estate
settlement services), the Electronic Funds Transfer Act (which, among other
things, requires certain disclosures in connection with electronic funds
transactions) and the Expedited Funds Availability Act (which, among other
things, requires that deposited funds be made available for withdrawal in
accordance with a prescribed schedule and that that schedule be disclosed to
customers).
Under the Community Reinvestment Act (the "CRA") and the Fair Housing Act,
depository institutions are prohibited from certain discriminatory practices
which limit or withhold services to individuals residing in economically
depressed areas. In addition, the CRA imposes certain affirmative obligations to
provide lending and other financial services to such individuals. CRA
performance is considered by all of the Federal regulatory agencies in
connection with reviewing applications to relocate an office, mergers and
acquisitions of financial institutions and establishing new branch or deposit
facilities.
5
<PAGE> 17
Federal legislation has permanently pre-empted all state usury laws on
residential first mortgage loans made by insured depository institutions in any
state which did not override that preemption. Although some states overrode the
preemption, Delaware, Florida, Maryland and Pennsylvania did not. Accordingly,
there is currently no limit on the interest rate which the Banks can charge on
those loans. In addition, the usury limitations of the Banks' respective home
states apply to all other loans the Banks offer nationwide. In today's interest
rate environment, those usury laws do not materially affect the Banks' lending
programs.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the Company's ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Excluding interest on deposits............................ 3.3x 3.1x 2.8x 4.7x 7.8x
Including interest on deposits............................ 1.8 1.8 1.7 2.0 2.0
</TABLE>
As used in the above chart, earnings are comprised of income before income
taxes, plus fixed charges. Fixed charges include interest expense (including the
interest factor of capitalized leases, capitalized interest and amortization of
deferred debt expense) plus the portion of rental payments under operating
leases deemed to be interest.
USE OF PROCEEDS
The Company currently intends to use the net proceeds from the sale of any
Securities for general corporate purposes. These may include, without
limitation, funding a recent acquisition and possible future acquisitions of
interests in investment management firms and other companies and the Company's
common stock buyback program and such other purposes as may be stated in any
Prospectus Supplement. Pending such uses, the net proceeds may be invested
temporarily. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of the Company and the Affiliates and the
availability of other funds. Except as described in any Prospectus Supplement,
specific allocations of the proceeds to such purposes will not be made at the
date of such Prospectus Supplement. Based upon the historical and anticipated
future growth of the Company and the financial needs of the Affiliates, the
Company may engage in additional financings of a character and amount to be
determined as the need arises.
DESCRIPTION OF SECURITIES
GENERAL
The Securities will constitute either Senior Securities or Subordinated
Securities. The Senior Securities will be issued under an Indenture (the "Senior
Indenture") between the Company and the trustee under such Indenture. The
Subordinated Securities will be issued under an Indenture (the "Subordinated
Indenture") between the Company and the trustee under such Indenture. The
trustees under the Senior Indenture and the Subordinated Indenture are referred
to herein, as applicable, as "Trustee." The Senior Indenture and the
Subordinated Indenture are collectively referred to herein as the "Indentures."
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete and are qualified in
their entirety by reference to the applicable Indenture, a copy of which is an
exhibit to the Registration Statement. Whenever defined terms are used but not
defined herein, such terms have the meanings ascribed to them in the applicable
Indenture, which meanings are incorporated herein by reference.
The following description of the terms of the Securities sets forth certain
general terms and provisions of the Securities to which any Prospectus
Supplement may relate. The particular terms of any Securities and the extent, if
any, to which such general provisions may apply to such Securities will be
described in the Prospectus Supplement relating to such Securities.
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Neither of the Indentures limits the aggregate principal amount of
Securities which may be issued thereunder, and each Indenture provides that
Securities of any series may be issued thereunder up to the aggregate principal
amount which the Company may authorize from time to time. Neither the Indentures
nor the Securities will limit or otherwise restrict the amount of other
indebtedness which may be incurred or the other securities which may be issued
by the Company or any of its subsidiaries.
Because the Company is a holding company, its rights and the rights of its
creditors, including the holders of the Securities offered hereby, to
participate in the assets of any Affiliate upon the latter's liquidation or
reorganization, will be subject to the prior claims of the Affiliate's creditors
except to the extent that the Company may itself be a creditor with recognized
claims against the Affiliate.
Reference is made to the applicable Prospectus Supplement for any series of
Securities for a description of the following terms: (1) the title of such
Securities; (2) the limit, if any, on the aggregate principal amount or
aggregate initial public offering price of such Securities; (3) the priority of
payment of such Securities; (4) the price or prices (which may be expressed as a
percentage of the aggregate principal amount thereof) at which the Securities
will be issued; (5) the date or dates on which the principal of the Securities
will be payable; (6) the rate or rates (which may be fixed or variable) per
annum at which such Securities will bear interest, if any, or the method of
determining the same; (7) the date or dates from which such interest, if any, on
the Securities will accrue, the date or dates on which such interest, if any,
will be payable ("Interest Payment Dates"), the date or dates on which payment
of such interest, if any, will commence and the regular record dates for such
Interest Payment Dates ("Regular Record Dates"); (8) the extent to which any of
the Securities will be issuable in temporary or permanent global form, or the
manner in which any interest payable on a temporary or permanent global Debt
Security will be paid; (9) each office or agency where the Securities may be
presented for registration of transfer or exchange; (10) the place or places
where the principal of, premium, if any, and interest, on the Securities will be
payable; (11) the date or dates, if any, after which such Securities may be
redeemed or purchased in whole or in part, at the option of the Company,
mandatorily redeemed pursuant to any sinking, purchase or analogous fund, or
purchased or redeemed at the option of the holder, and the redemption or
repayment price or prices thereof; (12) the denomination or denominations in
which such Securities are authorized to be issued; (13) whether any of the
Securities will be issued as Original Issue Discount Securities; (14)
information with respect to book-entry procedures, if any; (15) any additional
covenants or events of default not currently set forth in the applicable
Indenture; and (16) any other terms of such Securities not inconsistent with the
provisions of the applicable Indenture.
Securities may be issued as original issue discount Securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) ("Original Issue Discount Securities"), to be sold at a substantial
discount below the stated principal amount thereof due at the stated maturity of
such Securities. There may not be any periodic payments of interest on Original
Issue Discount Securities as defined herein. If the maturity of any Original
Issue Discount Security is accelerated, the amount payable to the holder of such
Original Issue Discount Security upon such acceleration will be determined in
accordance with the Prospectus Supplement, the terms of such Security and the
Indenture, but will be an amount less than the amount payable at the maturity of
the principal of such Original Issue Discount Security. Federal income tax
considerations with respect to Original Issue Discount Securities will be set
forth in the Prospectus Supplement relating thereto.
REGISTRATION AND TRANSFER
Securities will be issued only as registered securities, without coupons.
Securities (other than a Global Security) may be presented for transfer (with
the form of transfer endorsed thereon duly executed) or exchanged for other
Securities of the same series at the office of the Security Registrar specified
according to the terms of the applicable Indenture. Such transfer or exchange
will be made without service charge but the Company may require payment of any
taxes or other governmental charges.
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depositary (the "Depositary") identified in the Prospectus Supplement relating
to such series. A Global Security may not be transferred except as a whole by
the Depositary for such
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Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any nominee to a successor Depositary or any nominee of such
successor.
The specific terms of the depositary arrangement with respect to a series
of Securities will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will generally
apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts will be designated by the
underwriters or agents with respect to such Securities. Ownership of beneficial
interests in a Global Security will be limited to persons that have accounts
with the applicable Depositary ("Participants") or persons that may hold
interests through Participants. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the applicable Depositary or its nominee
with respect to interests of Participants and the records of Participants (with
respect to interests of persons other than Participants).
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture
governing such Securities. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have any of the
individual Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Securities of such series in definitive form and will not
be considered the owners or holders thereof under the Indenture governing such
Securities.
Payments of principal of, premium, if any, and interest, if any, on
individual Securities represented by a Global Security registered in the name of
a Depositary or its nominee will be made to the Depositary or its nominee, as
the case may be, as the registered owner of the Global Security representing
such Securities. Neither the Company, the Trustee for such Securities, any
Paying Agent, nor the Security Registrar for such Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global
Security for such Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for a series of Securities or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Securities will
credit Participants' accounts immediately with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such Global
Security for such Securities as shown on the records of such Depositary or its
nominee. The Company also expects that payments by Participants to owners of
beneficial interests in such Global Security held through such Participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name." Such payments will be the responsibility of such Participants.
If the Depositary for a series of Securities is at any time unwilling,
unable or ineligible to continue in such capacity and a successor Depositary is
not appointed by the Company within 90 days, the Company will issue individual
Securities of such series in definitive certificated form in exchange for the
Global Security representing such series of Securities. In addition, the Company
may at any time and in its sole discretion, subject to any limitations described
in the Prospectus Supplement relating to such Securities, determine not to have
any Securities of a series represented by one or more Global Securities. In that
event, the Company will issue individual Securities of such series in definitive
certificated form in exchange for the Global Security or Securities representing
such series of Securities. Further, if the Company so specifies with respect to
the Securities of a series, an owner of a beneficial interest in a Global
Security representing Securities of such series may, on terms acceptable to the
Company, the Trustee and the Depositary for such Global Security, receive
Securities of such series in definitive form in exchange for such beneficial
interests, subject to any limitations described in the Prospectus Supplement
relating to such Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
definitive form of Securities of the series represented by such Global Security
equal
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in principal amount to such beneficial interest and to have such Securities
registered in its name (if the Securities of such series are issuable as
Registered Securities). Securities of such series so issued in definitive form
will be issued as registered Securities in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, premium, if any, and any interest on Securities will be made at
the office(s) of the Company and/or such Paying Agent or Paying Agents as the
Company may designate from time to time. However, at the Company's option,
payment of any interest may be made (1) by check mailed to the address of the
person entitled thereto as such address appears in the applicable Security
Register or (2) by wire transfer to an account maintained by the person entitled
thereto as specified in the applicable Security Register. Unless otherwise
indicated in an applicable Prospectus Supplement, payment of any installment of
interest on Securities will be made to the person in whose name such Debt
Security is registered at the close of business on the Regular Record Date for
such payment.
CONSOLIDATION, MERGER OR SALE OF ASSETS
Each Indenture provides that the Company may, without the consent of the
holders of any of the Securities outstanding under the applicable Indenture,
consolidate with, merge into or transfer its assets substantially as an entirety
to any person or entity, provided that (1) any such successor assumes the
Company's obligations on the applicable Securities and under the applicable
Indenture, (2) after giving effect thereto (and after the lapse of time or
notice, or both), no Event of Default (as defined in the Senior Indenture) in
the case of the Senior Securities, or Default (as defined in the Subordinated
Indenture) in the case of the Subordinated Securities, shall have happened and
be continuing and (3) certain other conditions under the applicable Indenture
are met. Accordingly, any such consolidation, merger or transfer of assets
substantially as an entirety which meets the conditions described above would
not create any Event of Default or Default which would entitle holders of the
Securities, or the Trustee on their behalf, to take any of the actions described
below under the caption "Senior Securities -- Events of Default, Waivers, etc."
or "Subordinated Securities -- Events of Default, Waivers, etc."
LEVERAGED AND OTHER TRANSACTIONS
The Indentures and the Securities do not contain provisions which would
afford holders of the Securities protection in the event of a highly leveraged
or other transaction involving the Company which could adversely affect the
holders of Securities.
MODIFICATION OF THE INDENTURE; WAIVER OF COVENANTS
Each Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding Securities of
each affected series, modifications and alterations of such Indenture may be
made which affect the rights of the holders of such Securities; provided,
however, that no such modification or alteration may be made without the consent
of the holder of each Security so affected which would (1) change the maturity
of the principal of, or of any installment of interest or premium on, any
Security issued pursuant to such Indenture, reduce the principal amount thereof
or any premium thereon, change the method of calculation of interest or the
currency of payment of principal or interest (or premium, if any) on, reduce the
minimum rate of interest thereon, impair the right to institute suit for the
enforcement of any such payment on or with respect to any such Security or
reduce the amount of principal of an Original Issue Discount Security that would
be due and payable upon an acceleration of the maturity thereof; or (2) reduce
the above-stated percentage in principal amount of outstanding Securities
required to modify or alter such Indenture.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the Company
and will rank pari passu with all outstanding unsecured senior indebtedness of
the Company.
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EVENTS OF DEFAULT, WAIVERS, ETC.
An Event of Default with respect to Senior Securities of any series is
defined in the Senior Indenture as (1) default in the payment when due of
principal of or premium, if any, on any outstanding Senior Securities of that
series; (2) default in the payment when due of interest on any outstanding
Senior Securities of that series and continuance of such default for 30 days;
(3) default in the performance of any other covenant of the Company in the
Senior Indenture with respect to outstanding Senior Securities of such series
and continuance of such default for 90 days after written notice; (4) certain
events of bankruptcy, insolvency or reorganization of the Company and (5) any
other event that may be specified in a Prospectus Supplement with respect to any
series of Senior Securities.
If an Event of Default with respect to any series of outstanding Senior
Securities occurs and is continuing, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the outstanding Senior Securities
of such series may declare the principal amount (or if such Senior Securities
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all Senior Securities of that
series to be due and payable immediately. If an Event of Default occurs and is
continuing, the Trustee may, in its discretion, and at the written request of
holders of not less than a majority in aggregate principal amount of the Senior
Securities of any series and upon reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request and
subject to certain other conditions set forth in the Senior Indenture will,
proceed to protect the rights of the holders of all Senior Securities of such
series. The holders of a majority in aggregate principal amount of the Senior
Securities of any series may waive an Event of Default resulting in acceleration
of such Senior Securities, but only if all Events of Default with respect to
Senior Securities of such series have been remedied and all payments due (other
than those due as a result of acceleration) have been made.
The Senior Indenture also provides that, notwithstanding any other
provision of the Senior Indenture, the holder of any Senior Security of any
series will have the right to institute suit for the enforcement of any payment
of principal of, premium, if any, and interest on such Senior Securities when
due and that such right will not be impaired without the consent of such holder.
The Company is required to file with the Trustee annually a written
statement of officers as to the existence or non-existence of defaults under the
Senior Indenture or the Senior Securities.
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of the
Company and, unless otherwise specified in the Prospectus Supplement relating to
a particular series of Subordinated Securities offered thereby, will be subject
to the subordination provisions described below.
SUBORDINATION
It is the intent of the Company that Subordinated Securities issued by the
Company will be treated as capital in calculating regulatory capital ratios. The
Federal Reserve Board has issued interpretations of its capital regulations
generally providing, among other things, that subordinated debt of bank holding
companies is includable in capital in calculating regulatory capital ratios only
if the subordination of the debt meets certain criteria and if the debt may be
accelerated only for bankruptcy, insolvency and similar matters (the
"Subordination Interpretations"). The Subordinated Indenture contains
subordination and acceleration provisions for the Subordinated Securities which
are intended to be consistent with the Subordination Interpretations.
If any distribution of assets of the Company upon any dissolution, winding
up, liquidation or reorganization (a "Liquidating Distribution") occurs, the
holders of any Senior Indebtedness (as defined below) will first be entitled to
receive payment in full of all amounts due or to become due before the holders
of the Subordinated Securities will be entitled to receive any payment in
respect of the principal of, premium, if any, or interest on the Subordinated
Securities. If upon any such payment or distribution of assets there remain,
after giving effect to such subordination provisions in favor of the holders of
Senior Indebtedness, any amounts of cash, property or securities available for
payment or distribution in respect of Subordinated Securities ("Excess
Proceeds") and if, at such time, any
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creditors in respect of General Obligations (as defined below) have not received
payment in full of all amounts due or to become due on or in respect of such
General Obligations, then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such General Obligations before any payment
or distribution may be made in respect of the Subordinated Securities.
In addition, no payment may be made of the principal of, premium, if any,
or interest on the Subordinated Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Subordinated Securities,
at any time when (1) there is a default in the payment of the principal of,
premium, if any, interest on or otherwise in respect of any Senior Indebtedness
or (2) any event of default with respect to any Senior Indebtedness has occurred
and is continuing, or would occur as a result of such payment on the
Subordinated Securities or any redemption, retirement, purchase or other
acquisition of any of the Subordinated Securities, permitting the holders of
such Senior Indebtedness to accelerate the maturity thereof. Except as described
above, the obligation of the Company to make payment of the principal of,
premium, if any, or interest on the Subordinated Securities will not be
affected.
Subject to payment in full of all Senior Indebtedness, the holders of
Subordinated Securities will be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness. Subject to payment
in full of all General Obligations, the holders of Subordinated Securities will
be subrogated to the rights of the creditors in respect of General Obligations
to receive payments or distributions of cash, property or securities of the
Company applicable to such creditors in respect of General Obligations.
Senior Indebtedness is defined in the Subordinated Indenture as the
principal of, premium, if any, and interest on (1) all of the Company's
indebtedness for money borrowed, other than the Subordinated Securities, whether
outstanding on the date of execution of the Subordinated Indenture or created,
assumed or incurred thereafter, except such indebtedness as by its terms is
expressly stated to be not superior in right of payment to the subordinated
securities issued under the Subordinated Indenture; or to rank pari passu with
the Subordinated Securities and (2) any deferrals, renewals or extensions of any
such Senior Indebtedness. The term "indebtedness for money borrowed" as used in
the preceding sentence includes, without limitation, any obligation of, or any
obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets. There is no limitation on the issuance of Senior
Indebtedness of the Company.
Unless otherwise specified in the Prospectus Supplement relating to a
particular series of Subordinated Securities offered thereby, "General
Obligations" means all obligations of the Company to make payment on account of
claims in respect of derivative products such as interest and foreign exchange
rate contracts, commodity contracts and similar arrangements, other than (1)
obligations on account of Senior Indebtedness, (2) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
Subordinated Securities and (3) obligations which by their terms are expressly
stated not to be superior in right of payment to the Subordinated Securities or
to rank pari passu with the Subordinated Securities; provided, however, that,
notwithstanding the foregoing, if any rule, guideline or interpretation
promulgated or issued by the Federal Reserve Board (or other competent
regulatory agency or authority), as from time to time in effect, establishes or
specifies criteria for the inclusion in regulatory capital of subordinated debt
of a bank holding company requiring that such subordinated debt be subordinated
to obligations to creditors in addition to those set forth above, then the term
"General Obligations" also will include such additional obligations to creditors
in effect from time to time pursuant to such rules, guidelines or
interpretations. Under current Federal Reserve Board interpretations,
subordinated debt qualifying as regulatory capital must be subordinated in right
of payment to the claims of the issuer's general creditors. For purposes of the
definition of "General Obligations," the term "claim" will have the meaning
assigned thereto in Section 101(5) of the Bankruptcy Code of 1978, as amended to
the date of the Subordinated Indenture.
LIMITED RIGHT OF ACCELERATION
Unless otherwise specified in the Prospectus Supplement relating to any
series of Subordinated Securities, payment of principal of the Subordinated
Securities may be accelerated only in case of the bankruptcy, insolvency or
reorganization of the Company. There is no right of acceleration in the case of
a default in the payment of
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principal of, premium, if any, or interest on the Subordinated Securities or the
performance of any other covenant of the Company in the Subordinated Indenture.
EVENTS OF DEFAULT, DEFAULTS, WAIVERS, ETC.
An Event of Default with respect to Subordinated Securities of any series
is defined in the Subordinated Indenture as certain events involving the
bankruptcy, insolvency or reorganization of the Company and any other Event of
Default provided with respect to Subordinated Securities of that series. A
Default with respect to Subordinated Securities of any series is defined in the
Subordinated Indenture as (1) an Event of Default with respect to such series,
(2) default in the payment when due of the principal of or premium, if any, on
any Subordinated Security of such series, (3) default in the payment when due of
interest upon any Subordinated Security of such series and the continuance of
such default for 30 days, (4) default in the performance of any other covenant
or agreement of the Company in the Subordinated Indenture with respect to
Subordinated Securities of such series and continuance of such default for 90
days after written notice or (5) any other Default provided with respect to
Subordinated Securities of that series. If an Event of Default with respect to
any series of outstanding Subordinated Securities occurs and is continuing,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Subordinated Securities of such series may declare the principal
amount (or, if such Subordinated Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all Subordinated Securities of that series to be due
and payable immediately. If a Default occurs and is continuing, the Trustee may,
in its discretion, and, at the written request of holders of not less than a
majority in aggregate principal amount of the Subordinated Securities of any
series outstanding under the Subordinated Indenture and upon reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request and subject to certain other conditions set forth
in the Subordinated Indenture will, proceed to protect the rights of the holders
of all the Subordinated Securities of such series. The holders of a majority in
aggregate principal amount of the Subordinated Securities of any series
outstanding under the Subordinated Indenture may waive an Event of Default
resulting in acceleration of such Subordinated Securities, but only if all
Defaults have been remedied and all payments due (other than those due as a
result of acceleration) have been made.
The Subordinated Indenture also provides that, notwithstanding any other
provision of the Subordinated Indenture, the holder of any Subordinated Security
of any series shall have the right to institute suit to enforce any payment of
principal of, premium, if any, or interest on such Subordinated Security on the
respective Stated Maturities (as defined in the Subordinated Indenture)
expressed in such Subordinated Security, and that such right shall not be
impaired without the consent of such holder.
The Company is required to file with the Trustee annually a written
statement of officers as to the existence or non-existence of defaults under the
Subordinated Indenture or the Subordinated Securities.
PLAN OF DISTRIBUTION
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Securities offered
thereby.
The Company may sell Securities directly, through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. Each Prospectus
Supplement will set forth the terms of the Securities to which such Prospectus
Supplement relates, including the name or names of any underwriters or agents
with whom the Company has entered into arrangements with respect to the sale of
such Securities, the public offering or purchase price of such Securities and
the net proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, any discounts and
commissions allowed or paid to dealers, if any, any commissions allowed or paid
to agents, and the securities exchange or exchanges, if any, on which such
Securities will be listed. Dealer trading may take place in certain of the
Securities, including Securities not listed on any securities exchange.
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Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone. The underwriter or underwriters with respect
to each underwritten offering of Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase the
Securities will be subject to certain conditions precedent, and each of the
underwriters with respect to a sale of Securities will be obligated to purchase
all of its Securities if any are purchased. Any initial public offering price
and any discounts or concession allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may be offered and sold by the Company through agents designated
by the Company from time to time. Any agent involved in the offer and sale of
any Securities will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement relating to such offering.
Unless otherwise indicated in such Prospectus Supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
Offers to purchase Securities may be solicited directly by the Company and
sales thereof may be made by the Company directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act with respect to any resale thereof. The terms of any such sales will be
described in the Prospectus Supplement relating thereto. The Company may also
issue contracts under which the other party may be required to purchase
Securities. Such contracts would be issued with Securities in amounts, at prices
and on terms to be set forth in a Prospectus Supplement.
The anticipated place and time of delivery of Securities will be set forth
in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Securities from the Company pursuant to delayed delivery contracts
providing for payment and delivery at a future date. Institutions with which
such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. Unless otherwise set forth in the applicable Prospectus Supplement,
the obligations of any purchaser under any such contract will not be subject to
any conditions except that (1) the purchase of the Securities will not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject, and (2) if the Securities are also being sold to
underwriters acting as principals for their own account, the underwriters shall
have purchased such Securities not sold for delayed delivery. The underwriters
and such other persons will not have any responsibility in respect of the
validity or performance of such contracts.
Any underwriter or agent participating in the distribution of the
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Securities so offered and sold and any discounts or
commissions received by it from the Company and any profit realized by it on the
sale or resale of the Securities may be deemed to be underwriting discounts and
commissions under the Securities Act.
Underwriters and agents may be entitled, under agreements entered into with
the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such underwriters or agents may be required to
make in respect thereof. Certain of any such underwriters and agents, including
their associates, may be customers of, engage in transactions with or perform
services for, the Company or one or more of its subsidiaries in the ordinary
course of business.
LEGAL OPINIONS
Certain legal matters relating to the Securities offered hereby will be
passed upon for the Company by Ballard Spahr Andrews & Ingersoll, LLP, 1735
Market Street, Philadelphia, Pennsylvania 19103, and for any underwriters,
selling agents and certain other purchasers by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
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EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report (Form 10-K) for the year ended December
31, 1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by reference
in the registration statement of which this prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
14
<PAGE> 26
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<PAGE> 27
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<PAGE> 28
======================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE BASE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE BASE PROSPECTUS ARE NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Wilmington Trust Corporation.......... S-2
Recent Developments................... S-3
Selected Historical Financial
Information......................... S-3
Capitalization........................ S-6
Ratio of Earnings to Fixed Charges.... S-7
Use of Proceeds....................... S-7
Description of the Notes.............. S-7
Underwriting.......................... S-10
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Wilmington Trust Corporation.......... 3
Ratio of Earnings to Fixed Charges.... 6
Use of Proceeds....................... 6
Description of Securities............. 6
Senior Securities..................... 9
Subordinated Securities............... 10
Plan of Distribution.................. 12
Legal Opinions........................ 13
Experts............................... 14
</TABLE>
======================================================
======================================================
$125,000,000
WILMINGTON TRUST CORPORATION
% SUBORDINATED NOTES
DUE 2008
[WT LOGO]
------------
PROSPECTUS SUPPLEMENT
, 1998
------------
SALOMON SMITH BARNEY
KEEFE, BRUYETTE & WOODS, INC.
======================================================
<PAGE> 29
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the amount of expenses expected to be
incurred in connection with the issuance of the Unsecured Debt Securities
offered pursuant to this Registration Statement, all of which shall be borne by
the Company. All of the expenses listed below, except the Securities and
Exchange Commission Registration Fee, represent estimates only.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 66,375.00
Printing Expenses........................................... 30,000.00
Accounting Fees and Expenses................................ 50,000.00
Legal and Blue Sky Fees and Expenses........................ 110,000.00
Trustee Fees and Expenses................................... 5,000.00
Miscellaneous Fees and Expenses............................. 26,225.00
-----------
Total.................................................. $287,600.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the Company provides that a
director of the Company will not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as amended from time
to time. The Bylaws of the Company further provide that the Company will
indemnify and hold harmless, to the fullest extent permitted by applicable law
from time to time, any person who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he or she, or a person for whom he or she is the legal representative,
is or was a director or officer of the Company, or is or was serving at the
written request of the Company as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably incurred by such
person. The Company shall be required to indemnify a person in connection with a
proceeding (or a part thereof) initiated by such person only if such proceeding
(or a part thereof) was authorized by the Board of Directors.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify its officers, directors, employees and
agents (or persons who have served, at the corporation's request, as officers,
directors, employees or agents of another corporation) against expenses,
including attorneys' fees, actually and reasonably incurred by them in
connection with the defense of any action by reason of being or having been
directors, officers, employees or agents, if such persons have acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceedings, had no reason to believe his or her conduct was unlawful.
II-1
<PAGE> 30
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(Except as otherwise indicated below, all exhibits have been filed
previously.)
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.
4.1 Form of Indenture relating to Unsecured Senior Debt
Securities.
4.2 Form of Indenture relating to Unsecured Subordinated Debt
Securities.
4.3 Form of Unsecured Senior Debt Security (included in Exhibit
4.1).
4.4 Form of Unsecured Subordinated Debt Security (included in
Exhibit 4.2).
4.5 Form of Officers' Certificate.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
12.1 Statement of Earnings to Fixed Charges.
23.1 Consent of Ernst & Young, LLP.
23.1(a) Consent of Ernst & Young, LLP (filed herewith).
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney.
25.1 Form T-1, Statement of Eligibility and Qualification of
Norwest Bank Minnesota, N.A. relating to Unsecured
Subordinated Debt Securities.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which any offers or sales are being
made, a post-effective amendment to the 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; and
(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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offering 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 in
II-2
<PAGE> 31
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.
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 that 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 appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
The undersigned registrant has filed a statement of eligibility for the
Subordinated Securities. The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee for
the Senior Securities to act under subsection (1) of section 310 of the Trust
Indenture Act ("Act") in accordance with the rules and regulations prescribed by
the Commission under section 305(b)(2) of the Act.
II-3
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3/A and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, Delaware on April 24, 1998.
WILMINGTON TRUST CORPORATION
By: /s/ TED T. CECALA
------------------------------------
Ted T. Cecala
Chairman and Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman, Chief Executive Officer April 24, 1998
- --------------------------------------------------- and Director (Principal Executive
Ted T. Cecala Officer)
* Senior Vice President and Chief April 24, 1998
- --------------------------------------------------- Financial Officer (Principal
David R. Gibson Financial Officer)
* President, Chief Operating Officer, April 24, 1998
- --------------------------------------------------- Treasurer and Director
Robert V.A. Harra, Jr.
* Director April 24, 1998
- ---------------------------------------------------
Robert H. Bolling, Jr.
* Director April 24, 1998
- ---------------------------------------------------
Carolyn S. Burger
* Director April 24, 1998
- ---------------------------------------------------
Richard R. Collins
* Director April 24, 1998
- ---------------------------------------------------
Charles S. Crompton, Jr.
* Director April 24, 1998
- ---------------------------------------------------
H. Stewart Dunn, Jr.
* Director April 24, 1998
- ---------------------------------------------------
Edward B. duPont
* Director April 24, 1998
- ---------------------------------------------------
R. Keith Elliott
Director April 24, 1998
- ---------------------------------------------------
Robert C. Forney
</TABLE>
II-4
<PAGE> 33
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director April 24, 1998
- ---------------------------------------------------
Andrew B. Kirkpatrick, Jr.
* Director April 24, 1998
- ---------------------------------------------------
Rex L. Mears
* Director April 24, 1998
- ---------------------------------------------------
Hugh E. Miller
* Director April 24, 1998
- ---------------------------------------------------
Stacey J. Mobley
* Director April 24, 1998
- ---------------------------------------------------
Leonard W. Quill
* Director April 24, 1998
- ---------------------------------------------------
David P. Roselle
* Director April 24, 1998
- ---------------------------------------------------
H. Rodney Sharp, III
* Director April 24, 1998
- ---------------------------------------------------
Thomas P. Sweeney
* Director April 24, 1998
- ---------------------------------------------------
Bernard J. Taylor, II
* Director April 24, 1998
- ---------------------------------------------------
Mary Jornlin-Theisen
* Director April 24, 1998
- ---------------------------------------------------
Robert W. Tunnell, Jr.
*By /s/ GERARD A. CHAMBERLAIN
----------------------------------------------
Gerard A. Chamberlain
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 1
EXHIBIT 23.1(A)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3/A No. 333-49019) and related Prospectus of
Wilmington Trust Corporation for the registration of $225 million in debt
securities and to the incorporation by reference therein of our report dated
January 23, 1998, with respect to the consolidated financial statements of
Wilmington Trust Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
April 24, 1998
