AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1999
REGISTRATION NO. 333-69453
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SECURITIES AND EXCHANGE COMMISSION
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PRE-EFFECTIVE AMENDMENT
NO. 1 TO REGISTRATION
STATEMENT ON
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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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 19890-0001
(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.
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If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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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. [ ]
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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)
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)
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Total 11,700 $655,931.25 $182.35(3)
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(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.
(3) Paid previously.
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.
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PROSPECTUS
WILMINGTON TRUST CORPORATION
11,700 SHARES OF COMMON STOCK
The Selling Shareholders listed on pages 8 and 9 below currently hold
options to acquire 5,700 shares of Wilmington Trust Corporation common stock.
This prospectus covers the resale by those Selling Shareholders of the shares
they may acquire upon exercise of those options from time to time. This
prospectus also covers the possible grant of options under our 1996 Long-Term
Incentive Plan to other individuals who are not our full-time employees.
Wilmington Trust Corporation owns Wilmington Trust Company, the largest
full-service bank in Delaware and one of the nation's largest personal trust
companies. We also own two other financial institutions, Wilmington Trust of
Pennsylvania and Wilmington Trust FSB, and a fourth subsidiary that holds
investments in three asset management firms. At December 31, 1998, we had over
$100 billion in assets under management or in custody on behalf of customers.
Our subsidiaries also engage in investment advising, the sale of securities and
insurance and related activities.
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 New York Stock Exchange under the trading symbol "WL".
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.
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JULY 9, 1999
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TABLE OF CONTENTS
PAGE
Risk Factors 2
Where You Can Find More Information 6
Incorporation of Certain Documents by Reference 7
Use of Proceeds 8
Selling Shareholders 8
Plan of Distribution 9
1996 Long-Term Incentive Plan 11
Legal Matters 13
Experts 14
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. PRINCIPAL INTEREST RATE AND CREDIT RISKS ASSOCIATED WITH CONSUMER AND
COMMERCIAL LENDING.
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 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. Accordingly, they may be less profitable than fixed-rate loans
during the initial interest rate period. In addition, since they are more
responsive to changes in market interest rates than fixed-rate loans, 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. Since these loans usually are
larger than one-to-four family residential mortgage loans, they generally
involve greater risks than one-to-four family residential mortgage loans. In
addition, since 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 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. While these loans also enable the
banks to increase the interest rate sensitivity of their loan portfolios and
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receive higher yields than those obtainable on permanent residential mortgage
loans, the higher yields correspond to the higher risks perceived to be
associated with construction lending. Those include risks associated generally
with loans on the type of property securing the loan. Consistent with industry
practice, 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. Again, 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.
In the event of slow economic conditions or deterioration in commercial
and real estate markets, we would expect increased nonperforming assets, credit
losses and provisions for loan losses.
2. INCREASING COMPETITION FOR DEPOSITS, LOANS AND ASSETS UNDER MANAGEMENT.
Our banks compete for deposits, loans and assets under management. Many of
our banks' competitors are larger and have greater financial resources than us.
These disparities have been accelerated with increasing consolidation in the
financial services industry. Savings banks, savings and loan associations and
commercial banks located in our banks' principal market areas historically have
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. This competition can increase the rates our
banks pay to attract deposits and reduce the interest rates we can charge on
loans, and impact our ability to retain existing customers and attract new
customers.
Banks, trust companies, investment advisers, mutual fund companies and
insurance companies provide our principal competition for trust and asset
management business.
3. REGULATORY RESTRICTIONS.
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.
We are working to help assure that date-sensitive systems and hardware are
prepared for orderly transition to the year 2000 without disrupting our customer
accounts and operations.
We began renovating business application systems in late 1995. We
established a Year 2000 Program Management Office ("PMO") to manage our Year
2000 project on an enterprise-wide basis. We conduct project reviews of our Year
2000 efforts with a management steering team, and quarterly meetings with senior
management and the Board of Directors.
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THE PMO
The PMO is comprised of project leaders representing information
technology and each major business area, such as commercial banking, personal
banking, personal trust and private banking, and corporate financial services.
This team coordinates the major initiatives and strategies in each constituent's
respective area. The initiatives include business risk/impact analysis,
information technology, credit risk, vendor management, investment risk,
communications and contingency planning.
We worked with an international consulting firm for approximately six
months to assist in our Year 2000 efforts. That firm assisted in implementing
the enterprise-wide PMO and strategies to help assure business area readiness,
vendor readiness, external communication and contingency planning.
THE PMO MASTER PLAN
The following is a description and status of each strategy in our Year
2000 program:
INFORMATION TECHNOLOGY
We are using a project approach the FDIC has endorsed to help assure
continuity and efficiency among all our project teams. The approach uses the
following five steps: awareness, assessment, renovation, testing and
implementation.
O RENOVATION: We have completed assessment and renovation of all of our core
critical hardware and software systems. We are continuing through 1999 to
renovate some non-core systems that are low-critical internal systems.
TESTING: We have completed testing of all of our core critical applications.
Additionally, we have tested our core applications and infrastructure in a
"time machine" environment, in which our mainframe and mid-range computers
actually processed in the December 31, 1999 to January 3, 2000 environment
and the February 28 and 29 to March 1, 2000 environment. We will continue
through 1999 to test some non-core systems that are low-critical internal
systems. We also expect to plan for critical dates in the year 2000, assure
that future modifications to our software applications do not introduce new
date-related problems and provide any production support that may be
necessary.
O IMPLEMENTATION: As we have renovated applications, we have implemented Year
2000 versions of software. As a result, the Year 2000 versions of all of our
core systems are running in production today.
In preparing for the Year 2000, we have made technology investments that
will improve our ability to support our infrastructure and deliver improved
services to our customers. These include installing standard NT desktop personal
computers throughout our company, which we completed during the second quarter
of 1999, a new wire transfer system, introduction of online banking and
improvements in infrastructure to support around-the-clock customer access.
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CREDIT RISK
Our credit risk strategy includes assessing risks for existing commercial
loan relationships over $1 million and assessing all new loan relationships
over $1 million. We are evaluating the need to establish additional loan loss
reserves, and will continue to monitor existing relationships for Year 2000
readiness into the Year 2000. We do not presently anticipate needing to
provide additional loan loss reserves to absorb Year 2000-related credit
risk.
INVESTMENT RISK
We have evaluated investment risk for trust accounts for which we have
investment responsibility, as well as for our own investment portfolio. We
have developed an investment risk strategy based on the different types of
holdings, such as equity, fixed-income or mutual funds.
VENDOR MANAGEMENT
We have corresponded with providers of core services and products through
several mailings. We are continuing to assess key critical vendors, such as
power and telecommunication companies, with whom we are reviewing their
systems renovation, testing, implementation and contingency plans. We are
monitoring the status of critical vendors and have developed contingency
plans where the potential for vendors to impact the delivery of services to
us is high. In addition, we are monitoring the status of regulatory reviews
of our major service providers. Where feasible, we have tested critical
vendor-supplied products, such as software and hardware, and environmental
systems such as air conditioning and elevator systems.
COSTS
We estimate that we spent $16.95 million through March 31, 1999 in outside
and internal costs toward required modifications, upgrades and replacements of
our internal systems and testing. We presently anticipate incurring an
additional $6.9 million in 1999 in outside and internal costs; a substantial
portion of these costs are associated with completion of PC upgrades, which we
completed during the second quarter of 1999. We estimate that, in the year 2000,
we will spend $2.0 million in internal costs for production support. We expect
these costs to continue to be funded through operating cash flows.
We devoted approximately 30% of our available application programming and
21% of our total internal information technology resources to the Year 2000
issue in 1998 and the first quarter of 1999. We have deferred some other
information technology projects pending resolution of the Year 2000 issue,
but do not believe those deferrals will have a material adverse impact on our
financial performance or results of operations.
CONTINGENCY PLANNING
We have assessed the potential impact of Year 2000 failures on our core
business functions and have developed contingency plans where that impact
presents a high risk. Business experts and management in each area have
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validated these plans to ensure their appropriateness. We have incorporated
enhancements made through this process into finalized contingency plans which
have been approved by our Board of Directors.
As part of our contingency planning, we are monitoring our liquidity needs
as the year 2000 approaches to assure that we have sufficient cash on hand to
support any changes in customer activity. In addition, we have supplemented
our normal contingency plans to ensure the temporary availability of
electricity at our processing facilities.
We believe we are addressing all key components necessary to resolve the
Year 2000 issue. Nevertheless, we cannot 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 final consequences of
any failure. We anticipate that it is possible that we may experience certain
operational inconsistencies and inefficiencies. This may result in, among
other things, temporary delays in processing customers' checks and payments
and other transactions, and could divert our time, 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.
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 compliance
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.
ADDITIONAL INFORMATION
Additional information about the Year 2000 issue is available at our Web
site at wilmingtontrust.com, or you can call us at (302) 651-1985. You also
can send your questions via fax to (302) 651-1990 or e-mail to:
Year [email protected].
In addition, one of our regulators, the FDIC, has an informative site that
addresses the Year 2000 and financial institutions for banking customers. You
can reach their site at: [email protected].
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 under the Securities
Act of 1933 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 that 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.
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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. 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 SEC's public reference facilities 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 Wilmington Trust Corporation on the SEC's Worldwide Web page
(http://www.sec.gov).
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, 1998;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
3. 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
4. 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, the
registration statement or any other document subsequently filed that also is or
is deemed to be incorporated by reference in this prospectus modifies or
supersedes that statement.
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
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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.
SELLING SHAREHOLDERS
The following list sets forth the names of the Selling Shareholders, the
number of shares of our common stock each owned at July 9, 1999 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.
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SHARES BENEFICIALLY
NAME OF SELLING OWNED PRIOR TO SHARES BEING SHARES BENEFICIALLY OWNED
SHAREHOLDER OFFERING (1) OFFERED (1) AFTER OFFERING (2)
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Gerald B. Cramer 700 700 0
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Edward J. Rosenthal 700 700 0
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Jay B. Abramson 700 700 0
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Arthur J. Pergament 700 700 0
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Ronald H. McGlynn 700 700 0
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Fred M. Filoon 700 700 0
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Eugene A. Trainor, III 700 700 0
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Lena Khatcherian 700 700 0
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Michael J. Marrone 700 700 0
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Scott L. Geller 700 700 0
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Kevin M. Chin 700 700 0
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Michael A. Prober 700 700 0
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Scott L. Scher 700 700 0
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William R. Cline 700 700 0
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Linda L. O'Neal 2,700 100 2,700
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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 one of our subsidiaries at the time we granted Selling Shareholders
options to her, now is a full-time employee.
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(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. The Selling Shareholders can convert each option into one share of
our common stock. The exercise price per share of each of those options is
$62.375. The options may be exercised one year after grant and until ten
years after grant. The number of shares of common stock issuable on
exercise of those options and the exercise price per share may be adjusted
in certain circumstances.
(2) Assumes the 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 their 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, also may 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.
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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 transferees,
pledgees, donees or other successors will then be Selling Shareholders under
this prospectus. 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"
under 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 that 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.
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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 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, 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 us and our 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 us 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
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optionee's retirement, disability or death or (b) the scheduled expiration date
of the optionee's options.
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 and 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
shareholders, make any alteration or amendment to the plan if shareholder
approval would be required to maintain the plan's compliance with SEC Rule
16b-3. No amendment of the plan will adversely 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 Wilmington Trust, all options granted under
the Long-Term Incentive Plan will become exercisable immediately. A change in
control includes:
1. A consolidation or merger of Wilmington Trust Company or us with a
third party.
2. A transfer of substantially all of Wilmington Trust Company's or our
assets to a third party or a complete liquidation or dissolution of
us or Wilmington Trust Company;
3. A third party acquires any combination of beneficial ownership of
and voting proxies for more that 15% of Wilmington Trust Company's
or our voting stock or the ability to control the election of
Wilmington Trust Company's or our directors or the management or
policies of Wilmington Trust Company 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
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<PAGE>
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
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 has issued an opinion about the legality of the shares
covered by this prospectus for us and the Selling Shareholders.
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<PAGE>
EXPERTS
The consolidated financial statements of Wilmington Trust Corporation and
its subsidiaries incorporated by reference in our Annual Report on Form 10-K for
the year ended December 31, 1998 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report dated January 22, 1999,
accompanying those 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.
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<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.
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<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Gerard A. Chamberlain, Esquire.(1)
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).(1)
- ----------------------------
(1) Previously filed.
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.
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
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<PAGE>
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.
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<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 July 9, 1999.
WILMINGTON TRUST CORPORATION
By: /s/ David R. Gibson
--------------------------------
David R. Gibson
Senior Vice President and
Chief Financial 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
--------- ----- ----
<S> <C> <C>
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Ted T. Cecala Chairman of the Board, July 9, 1999
- ------------------------------ Chief Executive Officer
Ted T. Cecala and Director
(Principal Executive Officer)
/s/ David R. Gibson Senior Vice President and July 9, 1999
- ------------------------------ Chief Operating Officer
David R. Gibson (Principal Financial Officer and
Principal Accounting Officer)
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Robert V. A. Harra, Jr. President, Chief Operating July 9, 1999
- ------------------------------ Officer, Treasurer and
Robert V. A. Harra, Jr. Director
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<PAGE>
/s/ Gerard A. Chamberlain
Attorney-in-Fact for
Carolyn S. Burger Director July 9, 1999
- ------------------------------
Carolyn S. Burger
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Richard R. Collins Director July 9, 1999
- ------------------------------
Richard R. Collins
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Charles S. Crompton, Jr. Director July 9, 1999
- ------------------------------
Charles S. Crompton, Jr.
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
H. Stewart Dunn, Jr. Director July 9, 1999
- ------------------------------
H. Stewart Dunn, Jr.
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Edward B. duPont Director July 9, 1999
- ------------------------------
Edward B. duPont
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
R. Keith Elliott Director July 9, 1999
- ------------------------------
R. Keith Elliott
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Andrew B. Kirkpatrick, Jr. Director July 9, 1999
- ------------------------------
Andrew B. Kirkpatrick, Jr.
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Rex L. Mears Director July 9, 1999
- ------------------------------
Rex L. Mears
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<PAGE>
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Hugh E. Miller Director July 9, 1999
- ------------------------------
Hugh E. Miller
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Stacey J. Mobley Director July 9, 1999
- ------------------------------
Stacey J. Mobley
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Leonard W. Quill Director July 9, 1999
- ------------------------------
Leonard W. Quill
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
David P. Roselle Director July 9, 1999
- ------------------------------
David P. Roselle
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
H. Rodney Sharp, III Director July 9, 1999
- ------------------------------
H. Rodney Sharp, III
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Thomas P. Sweeney Director July 9, 1999
- ------------------------------
Thomas P. Sweeney
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Mary Jornlin-Theisen Director July 9, 1999
- ------------------------------
Mary Jornlin Theisen
/s/ Gerard A. Chamberlain,
Attorney-in-Fact for
Robert W. Tunnell, Jr. Director July 9, 1999
- ------------------------------
Robert W. Tunnell, Jr.
</TABLE>
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CONSENT OF ERNST & YOUNG, LLP
We consent to the reference to our firm under the caption "Experts" in the
Pre-Effective Amendment No. 1 to the Registration Statement on 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 22, 1999, with respect to the consolidated financial
statements and schedules of Wilmington Trust Corporation included in its Annual
Report on Form 10-K for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
July 9, 1999
