AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
51-0328154
(I.R.S. Employer Identification No.)
Rodney Square North, 1100 North Market Street, Wilmington, DE
19890 (302-651-1000)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Thomas P. Collins
Vice President and Secretary
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
------------------------
If the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
<PAGE>
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. | | ________
- ------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Amount of
of Securities to be Registered Aggregate Offering Registration Fee(1)
Registered Price(1)
<S> <C> <C> <C>
Common Stock 5,700 (2) $319,556.25 $ 88.84
(Par Value $1.00 per share)
Common Stock 6,000 (2) 336,375.00 93.51
(Par Value $1.00 per share) ---------- ----------- -------
Total 11,700 $655,931.25 $182.35
========== =========== =======
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee,
calculated on the basis of the proposed aggregated maximum offering
price of the common stock; based on the average of the high and low
sales prices of the Corporation's common stock on the Nasdaq National
Market System on December 16, 1998. Registration fee is calculated
pursuant to Rule 457(c).
(2) Pursuant to Rule 416 under the Securities Act, also includes an
indeterminate number of additional shares of common stock that may
become issuable upon exercise of options to purchase 11,700 shares of
common stock as a result of anti-dilution provisions contained in the
options. These additional shares are not included in the above table.
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>
PROSPECTUS
WILMINGTON TRUST CORPORATION
11,700 SHARES OF COMMON STOCK
The registrant, Wilmington Trust Corporation (the
"Corporation"), owns Wilmington Trust Company, the largest full-service bank in
Delaware and one of the nation's largest personal trust companies ("WTC"). The
Corporation also owns two other financial institutions, Wilmington Trust of
Pennsylvania and Wilmington Trust FSB, and another subsidiary which holds
investments in three asset management firms. At December 31, 1997, the
Corporation had over $100 billion in assets under management or in custody on
behalf of customers. Subsidiaries of WTC engage in investment advising, the sale
of securities and insurance and related activities.
The Selling Shareholders listed on page 8 below currently hold options
("Selling Shareholder Options") to acquire 5,700 shares of our common stock.
This Prospectus covers the resale by the Selling Shareholders of the shares they
may acquire upon exercise of those Selling Shareholder Options from time to
time.
This prospectus also covers the possible grant of options to other
individuals who are not full-time employees of the Corporation or its
subsidiaries ("Additional Options" and, together with the Selling Shareholder
Options, the "Options") pursuant to our 1996 Long-Term Incentive Plan.
Our principal office is at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890. Our telephone number is (302) 651-1000. Our common
stock is listed on the Nasdaq National Market System under the trading symbol
"WILM" until January 11, 1999, and will list on the New York Stock Exchange
under the trading symbol "WL" beginning January 12, 1999.
See the caption "Risk Factors" on page 2 through 6 for a description of
risks associated with this offering. Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
No one, including any salesman or broker, is authorized to provide oral
or written information about this offering not included in this Prospectus.
_______________________________
_________, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
Risk Factors 2
Where You Can Find More Information 6
Incorporation of Certain Documents by Reference 7
Use of Proceeds 7
Selling Shareholders 8
Plan of Distribution 9
1996 Long-Term Incentive Plan 10
Legal Matters 13
Experts 13
RISK FACTORS
We operate in a rapidly changing environment that involves numerous
risks, some of which are beyond our control. Some of those risks are highlighted
below. Readers also should review documents we have filed with the SEC, in
particular our Annual Report on Form 10-K for the most recent fiscal year, which
identifies important risk factors for us.
1. INTEREST RATE AND OTHER LENDING RISKS.
The banks we own offer fixed and adjustable interest rates on loans,
with terms of up to 30 years. Although the majority of residential mortgage
loans our banks originate are fixed-rate, adjustable rate mortgage ("ARM") loans
increase the responsiveness of our banks' loan portfolios to changes in market
interest rates. However, ARM loans generally carry lower initial interest rates
than fixed-rate loans. In addition, ARM loans can increase the possibility of
delinquencies in periods of high interest rates.
Our banks also originate loans secured by mortgages on commercial real
estate and multi-family residential real estate. These loans generally involve
greater risks than one-to-four family residential mortgage loans. Commercial and
multi-family real estate loans usually are larger than one-to-four family
residential mortgage loans. Customers' ability to repay those loans often is
dependent on operating and managing those properties successfully. Adverse
conditions in the real estate market or the economy generally can impact
repayment more severely than loans secured by one-to-four family residential
properties. Moreover, the commercial real estate business is cyclical and
subject to downturns, overbuilding and local economic conditions.
Our banks also make construction loans for residences and commercial
buildings, as well as on unimproved property. These loans also enable the banks
to increase the interest rate sensitivity of their loan portfolios and receive
higher yields than those obtainable on permanent residential mortgage loans.
-2-
<PAGE>
These higher yields correspond to the higher risks associated with construction
lending. Construction lending risks include those associated generally with
loans on the type of property securing the loan and other risks. Our banks
sometimes fund the interest on a construction loan by including the interest as
part of the total loan. Moreover, commercial construction lending often involves
disbursing substantial funds with repayment dependent largely on the success of
the ultimate project instead of the borrower's or guarantor's ability to repay.
2. COMPETITION.
Our banks compete for both deposits and loans. Many of our banks'
competitors are larger and have greater financial resources than us. Savings
banks, savings and loan associations and commercial banks located in our banks'
principal market areas have historically provided the most direct competition
for deposits. Dealers in government securities and deposit brokers also provide
competition for deposits. Savings banks, savings and loan associations,
commercial banks, mortgage banking companies, insurance companies and other
institutional lenders provide our principal competition for loans.
Banks, trust companies, investment advisers, mutual fund companies and
insurance companies provide our principal competition for trust and asset
management business.
3. ECONOMIC CONDITIONS.
Slow economic conditions or deterioration in commercial and real estate
markets could impair our borrowers' ability to repay their loans. In that event,
we would expect increased nonperforming assets, credit losses and provisions for
loan losses.
4. REGULATION.
We are subject to a variety of regulatory restrictions in conducting
our business by Federal and state authorities. These include restrictions
imposed by the Bank Holding Company Act, the Federal Deposit Insurance Act, the
Federal Reserve Act, the Home Owners' Loan Act and a variety of Federal and
state consumer protection laws.
5. YEAR 2000 ISSUE.
Some computer hardware and software and other equipment include
computer code in which calendar year data is abbreviated to only two digits.
Some of these systems could fail to operate or produce correct results if "00"
is interpreted to mean 1900, rather than 2000. As a result, many calculations
that rely on data field information, such as interest, payment or due dates and
other operating functions, may generate results which could be significantly
misstated. These problems are sometimes referred to as the "Year 2000 Issue".
ASSESSMENT. We have established a company-wide task force that reviewed
all mission-critical computer-based and business systems and applications, and
-3-
<PAGE>
developed a company-wide action plan for the Year 2000 date change. This action
plan includes modifying existing software, acquiring new software and/or
acquiring new hardware. The task force evaluates the impact of the Year 2000
across the following disciplines:
. Information technology
. Business risk impact analysis
. Credit risk
. Investment risk
. Vendor management
. Communications
. Contingency planning
The task force reviews the project plans each of our business units has
prepared. The task force, together with our executive management, monitors each
unit's methods and progress against those plans bi-weekly. The task force has
previously provided status reports to the Audit Committee of the Board of
Directors quarterly, and currently provides quarterly status reports to the
entire Board of Directors.
INFORMATION TECHNOLOGY SYSTEMS. We believe we have identified the
mission-critical software applications and related equipment we use which must
be modified, upgraded or replaced. We have begun modifying, upgrading and
replacing those systems. We expect to complete those modifications by December
31, 1998 and complete testing of them against other interfacing applications by
June 30, 1999.
We have begun identifying other non-mission-critical computer software
and equipment which may be affected by the Year 2000 date change, and
determining whether remedial action is needed.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to
computer software and related systems, we operate office and facilities
equipment such as fax machines, photocopiers, automated teller machines,
telephone switches, security systems, elevators and other common devices that
may be affected by the Year 2000 date change. We are assessing the potential
effect and cost of remediating the Year 2000 Issue on our office and facilities
equipment. We expect to complete remediation and testing of mission-critical
office and facilities equipment by December 31, 1998.
We have engaged a third-party vendor to assist us in establishing our
Program Management Office and in developing and implementing certain of our Year
2000 strategies. However, we have used and anticipate continuing to use
primarily internal resources to reprogram and test our software and office and
facilities equipment for required Year 2000 modifications. We estimate that,
through September 30, 1998, we have spent 73,000 in internal workhours, $1.8
million in third-party programming costs and $4.8 million for hardware, software
and other expenses to address the Year 2000 date change. Experts within each of
our business areas have provided further assistance in testing and quality
assurance in our Year 2000 compliance efforts. The substantial majority of
internal workhours and external costs have been spent to repair existing
software. We estimate that, at September 30, 1998, we were 84% complete in
remediating our mission-critical systems and 31% complete in stand-alone testing
of those systems. Stand-alone testing examines and tests the business
-4-
<PAGE>
functionality of an application using future dates with limited application
interface testing, but does not include testing the application interfacing with
all other applications in a "real time" environment. Accordingly, we also intend
to devote additional internal resources to test these applications interfacing
in a "real time" environment, assist in contingency planning and production
support for critical dates and assure that future modifications and vendor
releases do not introduce new date-related problems.
We estimate that, to complete required modifications, upgrades and
replacements of our internal systems and testing, we will expend 98,500
additional internal workhours, including approximately 18,500 hours in the
fourth quarter of 1998 and 73,000 hours in 1999, as well as approximately 7,000
hours in 2000 for production support. In addition, we expect that we will incur
an additional $1.7 million in third-party programming costs and $7.8 million for
hardware, software and other expenses (including $5.5 million to update and
provide a standard platform for our personal computers).
We have devoted approximately 34% of our available application
programming and 16% of our total internal information technology resources to
the Year 2000 issue in 1998. Accordingly, we have deferred some other
information technology projects pending resolution of the Year 2000 Issue.
However, do not believe that such deferrals will have a material adverse impact
on our financial performance or results of operations.
VENDORS AND CUSTOMERS. During 1998, we initiated formal communications
with our significant vendors, including power and utility suppliers, and
customers to determine the extent to which those entities could impact us by
failing to remediate the Year 2000 Issue. During the fourth quarter of 1998, we
are conducting face-to-face meetings with critical vendors that have not
responded to our information requests previously. The FDIC also has examined the
Year 2000 compliance programs of many of our larger vendors. We have limited
control over the actions of these third parties, and there can be no assurance
that they will resolve all Year 2000 Issues.
MOST LIKELY CONSEQUENCES OF YEAR 2000 ISSUE. We believe we are
addressing all key components necessary to resolve the Year 2000 Issue and,
based upon current information, we expect to identify and resolve in a timely
manner all Year 2000 Issues which could adversely affect our business
operations. Nevertheless, it is not possible to determine with complete
certainty that all Year 2000 Issues affecting us or our vendors or customers are
identified and corrected, or the duration, severity or financial consequences of
any failure. It is possible that we may experience certain operational
inconsistencies and inefficiencies that may result in, among other things,
temporary delays in processing customers' checks and payments and other
transactions. This could divert our time and attention and financial resources
from ordinary business activities. We also could experience the possible failure
of certain systems, which may require significant efforts to prevent or
alleviate material business disruptions.
CONTINGENCY PLANS. We are developing contingency plans which we may
implement if our efforts to identify and correct Year 2000 Issues are not
completely effective. Depending on the systems affected, those plans might
include accelerated replacement of affected hardware or software, short- to
-5-
<PAGE>
medium-term use of back-up sites, equipment and software, increased workhours
for our personnel and/or use of contract personnel to remedy any Year 2000
Issues or provide manual workarounds for information systems. If we implement
any of these contingency plans, it could have an adverse effect on our financial
position and results of operations.
We expect to complete contingency plans for our mission-critical
business functions by January 31, 1999. We expect to complete testing of those
plans and finalize any necessary revisions to those plans by June 30, 1999.
DISCLAIMER. The discussion above of our efforts and expectations
relating to Year 2000 compliance are forward-looking statements. Our ability to
achieve Year 2000 compliance and the level of incremental costs associated with
that could be adversely impacted by, among other things, the availability and
cost of programming and testing resources, vendors' and customers' ability to
modify proprietary software and unanticipated problems identified in the ongoing
compliance review.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") relating to
the securities offered hereby with the SEC in Washington, D.C. This Prospectus
does not contain all of the information set forth in the Registration Statement
and its exhibits. Certain of our financial and other information is contained in
the documents indicated below under the caption "Incorporation of Certain
Documents by Reference." That information is not presented in this Prospectus or
delivered with it. For further information with respect to us and the securities
offered by this Prospectus, we refer you to the Registration Statement and its
exhibits.
Statements contained in this Prospectus regarding the contents of any
contract or other document referred to may not necessarily be complete. In each
instance, reference is made to the copy of that contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by that reference.
You may inspect a copy of the Registration Statement without charge or
obtain a copy from the SEC upon payment of fees the SEC prescribes at the public
reference facilities the SEC maintains in Washington, D.C. at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). We file periodic reports, proxy
statements and other information with the SEC. You may inspect or copy these
reports, proxy statements and other information at the public reference
facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330. Copies of documents obtained at the SEC's
public reference section will be at prescribed rates. You also may obtain copies
of these reports by reference to the Corporation on the SEC's Worldwide Web page
(http://www.sec.gov).
-6-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which we have filed with the SEC, are
incorporated in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997;
2. Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998;
3. Current Report on Form 8-K dated April 24, 1998;
4. The Registration Statement on Form 8-A filed on December 1,
1998;
5. The description of our common stock contained on pages 27
through 29 of the proxy statement of Wilmington Trust Company
dated May 2, 1991; and
6. The description of our preferred stock purchase rights
contained in the Registration Statement on Form 8-A filed on
January 28, 1995.
All reports and other documents we subsequently file pursuant to
Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a
post-effective amendment that indicates that all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold, are deemed
to be incorporated by reference in and to be a part of this Prospectus from the
date of filing those reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus is deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in the
Registration Statement or in any other document subsequently filed that also is
or is deemed to be incorporated by reference in this Prospectus modifies or
supersedes that statement. Any statement so modified or superseded is not
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
We will provide without charge to each person to whom this Prospectus
is delivered, upon that person's written or oral request, a copy of any or all
of the documents referred to above that have been or may be incorporated in this
Prospectus by reference. We will not provide exhibits to those documents, unless
those exhibits are specifically incorporated by reference into the information
this Prospectus incorporates. Requests for those documents should be directed
to: Wilmington Trust Corporation, Rodney Square North, 1100 Market Street,
Wilmington, DE 19890, Attention: Thomas P. Collins, Vice President and
Secretary. Mr. Collins' telephone number is (302) 651-1693.
USE OF PROCEEDS
We will not receive any proceeds from the sale of any shares by the
Selling Shareholders. However, we will receive proceeds upon the exercise of
Options if the Options are exercised and the exercise price is paid in cash. We
will pay the costs associated with registering the shares underlying the Options
under the Securities Act and preparing this Prospectus.
7
<PAGE>
SELLING SHAREHOLDERS
The following list sets forth the names of the Selling Shareholders,
the number of shares of our common stock each owned at December 8, 1998 and the
number of shares they may offer for resale by this Prospectus.
Pursuant to Rule 416 under the Securities Act, the Selling Shareholders
also may offer and sell an indeterminate number of additional shares of common
stock that may become issuable upon exercise of the Selling Shareholder Options
as a result of anti-dilution provisions contained in the Selling Shareholder
Options. Those additional shares are not included in the following table.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED
NAME OF SELLING SHAREHOLDER PRIOR TO SHARES BEING SHARES BENEFICIALLY OWNED
OFFERING(1) OFFERED (1) AFTER OFFERING (2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gerald B. Cramer 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Edward J. Rosenthal 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Jay B. Abramson 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Arthur J. Pergament 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Ronald H. McGlynn 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Fred M. Filoon 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Eugene A. Trainor, III 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Lena Khatcherian 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Michael J. Marrone 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Scott L. Geller 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Kevin M. Chin 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Michael A. Prober 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Scott L. Scher 700 700 0
- -------------------------------------------------------------------------------------------------------------------
William R. Cline 700 700 0
- -------------------------------------------------------------------------------------------------------------------
Linda L. O'Neal 2,700 100 2,600
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Messrs. Cramer, Rosenthal, Abramson, Pergament, McGlynn, Filoon,
Trainor, Marrone, Geller, Chin, Prober, Scher and Cline and Ms. Khatcherian are
employees of Cramer Rosenthal McGlynn, LLC, an affiliate of ours. Ms. O'Neal, a
part-time employee of WTC at the time we granted Selling Shareholder Options to
her, now is a full-time employee.
- --------------------
(1) Includes Selling Shareholder Options for 700 shares of our common stock
with respect to each Selling Shareholder other than Ms. O'Neal and
Selling Shareholder Options for 100 shares of our common stock with
respect to Ms. O'Neal. Each Selling Shareholder Option is convertible
at the holder's option into one share of our common stock. The exercise
price per share of each Selling Shareholder Option is $62.375. Each
Selling Shareholder Option may be exercised one year after grant and
until ten years after grant. The number of shares of common stock
issuable on exercise of the Selling Shareholder Options and the
exercise price per share may be adjusted in certain circumstances.
-8-
<PAGE>
(2) Assumes sale of all shares underlying the Selling Shareholder Options.
None of the Selling Shareholders will own more than one percent of our
stock after this offering.
PLAN OF DISTRIBUTION
The Selling Shareholders and their pledgees, donees and tranferees or
other successors in interest may transfer the shares underlying the Selling
Shareholder Options directly to one or more purchasers (including pledgees) or
through brokers or dealers who may act solely as agents or may acquire shares as
principals, at market prices prevailing at the time of sale, at prices related
to those prevailing market prices, at negotiated prices or at fixed prices,
which may be changed.
The shares may be transferred in one or more of the following methods:
1. Ordinary brokers' transactions, which may include long or short
sales;
2. Purchases by brokers or dealers as principal and resale by those
purchasers for their own accounts pursuant to this Prospectus;
3. "At the market" to or through market makers or into an existing
market for our common stock; or
4. In other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents.
In addition, the Selling Shareholders or their successors in interest
may enter into hedging transactions with broker-dealers, who may engage in short
sales of shares of our common stock in the course of hedging the positions they
assume with the Selling Shareholders. The Selling Shareholders, or their
successors in interest, may also enter into option or other transactions with
broker-dealers that require delivery by those broker-dealers of the shares,
which may then be resold pursuant to this Prospectus.
In addition, the Selling Shareholders may, from time to time, sell
short our common stock. In those instances, this Prospectus may be delivered in
connection with those short sales and the shares may be used to cover such short
sales. Any or all of the sales or other transactions involving the shares
described above, whether effected by the Selling Shareholders, any broker-dealer
or others, may be made pursuant to this Prospectus. In addition, any shares that
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.
From time to time, the Selling Shareholders may transfer, pledge,
donate or assign their shares to lenders, family members and others. Each of
those persons, upon acquiring the shares, will be deemed to be a "Selling
Shareholder" for purposes of this Prospectus. The plan of distribution for
shares sold through this Prospectus will remain unchanged, except that the
-9-
<PAGE>
transferees, pledgees, donees or other successors will be Selling Shareholders
hereunder. If we are notified by a Selling Shareholder that a donee or pledgee
intends to sell more than 500 shares of our stock, we will file a supplement to
this Prospectus.
Brokers, dealers or agents participating in the distribution of the
shares underlying the Selling Shareholder Options as agents may receive
compensation in the form of commissions, discounts or concessions from the
Selling Shareholders and/or purchasers of the shares for whom those
broker-dealers act as agent, or to whom they may sell as principal or both. That
compensation to a particular broker-dealer may be less than or in excess of
customary commissions. The Selling Shareholders and any broker-dealers who act
in connection with the sale of those shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions they receive and
proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any Selling Shareholder can
presently estimate the amount of such compensation. We know of no existing
arrangements between any Selling Shareholder and any other stockholder, broker,
dealer or agent relating to the sale or distribution of the shares underlying
the Selling Shareholder Options.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for one business
day prior to the commencement of that distribution and ending upon that person's
completion of participation in the distribution, subject to certain exceptions
for passive market-making transactions. In addition, the Selling Shareholders
will be subject to applicable provisions of the Exchange Act and the rules and
regulations under the Exchange Act, which may limit the timing of purchases and
sales of our stock by the Selling Shareholders.
At the time a particular offer of shares is made, to the extent
required we will distribute a supplemental prospectus that will set forth the
number of shares being offered and the terms of the offering, including the name
or names of the Selling Shareholders and any dealers or agents, the purchase
price paid for the shares and any discounts, concessions or commissions allowed
or reallowed or paid to dealers.
To comply with the securities laws of certain states, if applicable,
the shares underlying the Selling Shareholder Options may be sold in those
jurisdictions only through registered or licensed brokers or dealers.
1996 LONG-TERM INCENTIVE PLAN
We also may grant Additional Options to purchase up to 6,000 shares of
our common stock in the future to the Selling Shareholders and to other
individuals who are not our full-time employees. If granted, these Additional
Options would be granted under our 1996
-10-
<PAGE>
Long-Term Incentive Plan (the "Long-Term Incentive Plan"). The following is a
summary of the material provisions of that plan, and is qualified in its
entirety by reference to the complete text of that plan.
ADMINISTRATION
The Compensation Committee of our Board, comprised solely of
non-employee directors, currently administers the Long-Term Incentive Plan. The
Compensation Committee is elected annually, and determines the individuals who
are eligible for and granted awards, including Additional Options, under the
plan ("Awards"), the amount and type of Awards and establishes rules and
guidelines relating to the plan.
The Long-Term Incentive Plan is not qualified under Section 401(a) of
the Internal Revenue Code.
ADDITIONAL OPTION TERMS
Additional Options granted under the Long-Term Incentive Plan to
individuals other than full-time employees of the Corporation and its
subsidiaries will be nonstatutory stock options. Options are contractual rights
entitling the person who receives the option to purchase a stated number of
shares of our common stock at a price established at the time the option is
granted. Each option will be evidenced by a written agreement between the
Corporation and the optionee. Each such option agreement will state the number
of shares subject to the option and the exercise price per share. The exercise
price per share for the Additional Options will not be less than 100% of the
fair market value per share of our common stock on the date the option is
granted.
The exercise price for each Additional Option will be payable in cash,
unless the option agreement provides for another form of payment, such as
delivery of previously-acquired shares of our common stock equal in value to the
exercise price.
Additional Options will not be transferable or assignable by the
optionee other than by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order, and are exercisable during an
optionee's lifetime only by the optionee.
The common stock to be issued upon exercise of Additional Options will
be authorized and unissued shares or issued shares we have reacquired and hold
in treasury.
TERMINATION OF EMPLOYMENT
Under the Long-Term Incentive Plan, unless the Compensation Committee
determines otherwise, an optionee's options expire (1) on the termination of the
optionee's employment for any reason other than the optionee's retirement,
disability or death or (2) the earlier of (a) three years after the date of the
optionee's retirement, disability or death or (b) the scheduled expiration date
of the optionee's options.
-11-
<PAGE>
ADJUSTMENTS UPON CHANGES IN COMMON STOCK
In the event of a reorganization, reclassification, recapitalization,
stock dividend or stock split of our common stock or combination or other change
in our capitalization, to prevent the dilution or enlargement of rights under
Awards, the Compensation Committee will make adjustments it deems appropriate in
the number of shares authorized to be issued under the Long-Term Incentive Plan
and the terms of outstanding Awards. As a result of these anti-dilution
provisions, pursuant to Rule 416 under the Securities Act, optionees also may
offer an sell an indeterminate number of additional shares of common stock that
may become exercisable upon exercise of Additional Options.
AMENDMENT AND TERMINATION
Subject to the Board's right to terminate the Long-Term Incentive Plan
earlier, the plan will terminate on April 18, 2000. The Board may alter or amend
the plan at any time, but it generally may not, without the approval of our
stockholders, make any alteration or amendment to the plan if stockholder
approval would be required to maintain the plan's compliance with SEC Rule
16b-3. No amendment of the plan will affect or impair the rights of an optionee
with respect to an Award previously granted without the participant's consent.
Termination of the plan will not affect Awards previously granted.
CHANGE IN CONTROL
Upon a change in control of the Corporation, all options granted under
the Long-Term Incentive Plan will become exercisable immediately. A change in
control includes:
1. A consolidation or merger of WTC or us with a third party.
2. A transfer of substantially all of WTC's or our assets to a third
party or a complete liquidation or dissolution of us or WTC;
3. A third party acquires any combination of beneficial ownership of
and voting proxies for more that 15% of WTC's or our voting stock
or the ability to control the election of WTC's or our directors or
the management or policies of WTC or us;
4. The persons serving as our directors as of February 29, 1996, and
those replacements or additions subsequently nominated by that
Board of Directors or by persons nominated by them or their
nominees, are no longer at least a majority of our Board; or
5. A regulatory agency determines that a change in control of us has
occurred.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Federal income tax consequences to an optionee generally are as set
forth below. However, each optionee is urged to consult his or her personal tax
-12-
<PAGE>
advisor with respect to the application of Federal income tax laws to his or her
personal circumstances, changes in those laws and the possible effects of state
and other taxes.
An optionee generally does not recognize taxable income upon the grant
of a nonstatutory stock option. However, upon exercise of that option, the
optionee will recognize ordinary income equal to the amount by which the fair
market value of the common stock acquired upon exercise exceeds the exercise
price.
If the optionee later sells that common stock, the difference between
the amount realized on the sale and the optionee's tax basis in that stock
(generally, the sum of the exercise price plus the amount of any ordinary income
recognized upon exercise) will be taxed as short-term or long-term capital gain
or loss, depending on how long the optionee held the stock.
EXERCISES USING COMMON STOCK
The Long-Term Incentive Plan permits optionees, with the Compensation
Committee's approval, to pay the exercise price of an option by delivering to us
shares of our common stock. In general, the Federal income tax consequences of
the exercise of a nonstatutory stock option described above are not altered by
using previously-acquired shares of common stock to pay the exercise price. An
optionee who exercises an option in this manner will not recognize capital gain
with respect to the shares of common stock delivered in payment of the exercise
price.
OTHER TAX CONSEQUENCES
An optionee's employer will be entitled to a deduction for Federal
income tax purposes in the year in which the optionee recognizes ordinary income
with respect to the exercise of a nonstatutory stock option. The deduction will
equal the amount the optionee recognizes as ordinary income.
The employer may satisfy applicable withholding tax obligations that
arise by withholding appropriate amounts from the optionee or by requiring the
optionee to remit sufficient amounts of tax to it.
LEGAL MATTERS
One of our lawyers will issue an opinion about the legality of the
Shares for us and the Selling Shareholders.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries incorporated by reference in our Annual Report on 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 dated January 23, 1998,
accompanying such financial statements incorporated by reference in that Form
10-K and are incorporated by reference in this registration statement in
reliance upon that report given upon the authority of that firm as experts in
accounting and auditing.
-13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses we expect to incur in
connection with the sale and distribution of the shares of common stock being
registered hereby. With the exception of the registration fee, all amounts shown
are estimates.
Securities and Exchange Commission Registration Fee..... $ 182.35
Accounting Fees and Expenses............................ 2,500.00
Legal Expenses.......................................... 2,500.00
--------
Total.......................................... $ 5,182.35
========
- -----------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Restated Certificate of Incorporation provides that a director will
not be liable to Wilmington Trust or its stockholders for monetary damages for
breach of fiduciary duty as a director, unless that limitation on liability is
not permitted under Delaware's General Corporation Law. Our Bylaws provide that
we will indemnify a person threatened to be made a party or otherwise involved
in any proceeding because he or she is or was our director or officer, or is or
was serving at our written request as a director, officer, employee or agent of
another entity, against liability that person suffers and expenses that person
incurs. We must indemnify a person in connection with a proceeding that person
initiates only if our Board of Directors authorized that proceeding.
Section 145 of Delaware's General Corporation Law provides that a
corporation may indemnify its officers, directors, employees and agents (or
persons who served, at the corporation's request, as officers, directors,
employees or agents of another corporation) against expenses they incur in
defending any action as a result of being a director, officer, employee or agent
if that person acted in good faith and in a manner reasonably believed to be in
or not opposed to the corporation's best interests. In the case of any criminal
action or proceeding, the individual must have had no reason to believe his
conduct was unlawful.
-14-
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Gerard A. Chamberlain, Esquire.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Gerard A. Chamberlain, Esquire (included in Exhibit 5).
24 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS.
(a) 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;
(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.
-15-
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 and that are incorporated by reference in the
registration statement.
(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 offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event 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 of 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.
-16-
<PAGE>
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 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 December 17, 1998.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
---------------------------
Ted T. Cecala
Chairman of the Board and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas P. Collins and Gerard A.
Chamberlain and each or either one of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments hereto and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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
--------- ----- ----
<S> <C> <C>
/s/ Ted T. Cecala Chairman of the Board, December 17, 1998
- ---------------------------- Chief Executive Officer
Ted T. Cecala and Director
(Principal Executive Officer)
/s/ David R. Gibson December 17, 1998
- --------------------------- Senior Vice President and
David R. Gibson Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
-17-
<PAGE>
/s/ Robert V.A. Harra, Jr. President, Chief Operating December 17, 1998
- ------------------------------- Officer, Treasurer and
Robert V.A. Harra, Jr. Director
/s/ Carolyn S. Burger
- ------------------------------- Director December 17, 1998
Carolyn S. Burger
/s/ Richard R. Collins
- ------------------------------- Director December 17, 1998
Richard R. Collins
/s/ Charles S. Crompton, Jr.
- ------------------------------- Director December 17, 1998
Charles S. Crompton, Jr.
/s/ H. Stewart Dunn, Jr.
- ------------------------------- Director December 17, 1998
H. Stewart Dunn, Jr.
/s/ Edward B. duPont
- ------------------------------- Director December 17, 1998
Edward B. duPont
/s/ R. Keith Elliott
- ------------------------------- Director December 17, 1998
R. Keith Elliott
/s/ Robert C. Forney
- ------------------------------- Director December 17, 1998
Robert C. Forney
/s/ Andrew B. Kirkpatrick, Jr.
- ------------------------------ Director December 17, 1998
Andrew B. Kirkpatrick, Jr.
/s/ Rex L. Mears
- ------------------------------ Director December 17, 1998
Rex L. Mears
/s/ Hugh E. Miller Director December 17, 1998
- ------------------------------
Hugh E. Miller
/s/ Stacey J. Mobley
- ----------------------------- Director December 17, 1998
Stacey J. Mobley
-18-
<PAGE>
/s/ Leonard W. Quill
- ---------------------------- Director December 17, 1998
Leonard W. Quill
/s/ David P. Roselle Director December 17, 1998
- ----------------------------
David P. Roselle
/s/ H. Rodney Sharp, III
- --------------------------- Director December 17, 1998
H. Rodney Sharp, III
/s/ Thomas P. Sweeeney
- -------------------------- Director December 17, 1998
Thomas P. Sweeney
/s/ Mary Jornlin-Theisen
- -------------------------- Director December 17, 1998
Mary Jornlin-Theisen
/s/ Robert W. Tunnell, Jr.
- -------------------------- Director December 17, 1998
Robert W. Tunnell, Jr.
-19-
</TABLE>
Gerard A. Chamberlain, Esquire
2431 Brown Street
Philadelphia, Pennsylvania 19130
(215) 232-4212
December 17, 1998
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Wilmington Trust Corporation
Registration statement on Form S-3
----------------------------------
Ladies and Gentlemen:
I have served as counsel to Wilmington Trust Corporation, a Delaware
corporation (the "Corporation"), in connection with the preparation and filing
of the above-captioned Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement covers issuance of up to 11,700 shares of common stock of the
Corporation, par value $1.00 per share (the "Common Stock"), pursuant to the
Corporation's 1996 Long-Term Incentive Plan (the "Plan").
I have examined copies of the Registration Statement, the Corporation's
Certificate of Incorporation and Bylaws, each as amended to date, the Plan, the
minutes of various meetings of the Corporation's Board of Directors and
shareholders, and original, reproduced or certified copies of such records of
the Corporation and agreements, certificates of public officials and other
documents, papers, statutes and authorities as I have deemed necessary to form
the basis of the opinions expressed herein. In my examination, I have assumed
the genuineness of all signatures and the conformity to original documents of
all documents supplied to me as copies. With respect to various questions of
fact material to my opinions, I have relied upon statements of officers and
representatives of the Corporation and others.
<PAGE>
Wilmington Trust Corporation
December 17, 1998
Page 2
Based on the foregoing, I am of the opinion that the Common Stock which is
the subject of the Registration Statement, if and when issued in accordance with
the terms and conditions of the Plan, will be duly and validly issued, fully
paid and non-assessable.
I am a member of the Pennsylvania bar. The opinions expressed in this
opinion letter are limited to Delaware's General Corporation Law. I am not
opining on, and I assume no responsibility for, the applicability to or effect
on any of the matters covered herein of any other laws, the laws of any other
jurisdiction or the local laws of any jurisdiction.
The opinions set forth above are rendered as of the date of this letter. I
assume no obligation to update or supplement any of those opinions to reflect
any changes of law or fact that may occur subsequent to the date thereof.
I hereby consent to your filing a copy of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Gerard A. Chamberlain, Esquire
Gerard A. Chamberlain, Esquire
GAC/alf
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Wilmington Trust
Corporation for the registration of 11,700 shares of its common stock and to the
incorporation by reference therein of our report dated January 23, 1998, with
respect to the consolidated financial statements and schedules of Wilmington
Trust Corporation included 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
December 21, 1997
