FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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[X] ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED MAY 31, 1999
COMMISSION FILE NUMBER: 1-14659
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0328154
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(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DE 19890-0001
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(Address of Principal Executive Offices)
1996 Employee Stock Purchase Plan
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(Full title of plan)
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1. The 1996 Employee Stock Purchase Plan affords staff members the
opportunity to acquire shares of Wilmington Trust Corporation's stock.
2. a. The written consent of accountants with respect to the financial
statements for the 1996 Employee Stock Purchase Plan is attached
hereto as Exhibit 99.1.
b. The financial statements required to be filed for the 1996 Employee
Stock Purchase Plan are attached hereto as Exhibit 99.2.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following individuals, who administer the 1996 Employee Stock Purchase Plan,
have signed this Form 11-K as of August 27, 1999.
/s/ William J. Farrell, II (SEAL)
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William J. Farrell, II
/s/ Howard K. Cohen (SEAL)
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Howard K. Cohen
/s/ Joseph M. Jacobs, Jr. (SEAL)
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Joseph M. Jacobs, Jr.
/s/ Catharine Z. Ford (SEAL)
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Catharine Z. Ford
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT PAGE NUMBER
99.1 Consent of independent auditor 4
99.2 Financial statements 5
3
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-04042) pertaining to the Wilmington Trust Corporation 1996 Employee
Stock Purchase Plan of our report dated July 12, 1999, with respect to the
financial statements of the Wilmington Trust Corporation 1996 Employee Stock
Purchase Plan included in this Annual Report on Form 11-K for the year ended May
31, 1999.
Philadelphia, Pennsylvania /s/ Ernst & Young LLP
August 27, 1999
EXHIBIT 99.1
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 1999 AND 1998
EXHIBIT 99.2
<PAGE>
AUDITED FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 1999 and 1998
FINANCIAL STATEMENTS
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Report of Independent Auditors . . . . . . . . . . . . . . .. . . . 1
Statements of Financial Condition . . . . . . . . . . . . . . . . 2
Statements of Changes In Participants' Equity . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . .. . . . 4
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Report of Independent Auditors
Wilmington Trust Corporation Benefits Committee
We have audited the accompanying statements of financial condition of the
Wilmington Trust Corporation 1996 Employee Stock Purchase Plan (the Plan) as
of May 31, 1999 and 1998, and the related statements of changes in
participants' equity for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan at May 31, 1999 and
1998, and the changes in participants' equity for the years then ended in
conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
July 12, 1999
Philadelphia, Pennsylvania
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<PAGE>
STATEMENTS OF FINANCIAL CONDITION
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
May 31
1999 1998
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<S> <C> <C>
ASSETS
Investment -- interest-bearing deposits held at
Wilmington Trust Company $ 2,746,020 $ 2,790,674
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LIABILITIES AND PARTICIPANTS' EQUITY
Taxes withheld for participants $ 876 $ 1,080
Participants' equity 2,745,144 2,789,594
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Total Liabilities and Participants' Equity $ 2,746,020 $ 2,790,674
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</TABLE>
See notes to financial statements.
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<PAGE>
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31
1999 1998
ADDITIONS ---------- ----------
Investment income -- interest $ 23,675 $ 31,909
Contribution refund 81,423 --
Contributions from participants 2,640,922 2,758,765
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2,746,020 2,790,674
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DEDUCTIONS
Distributions to participants:
Wilmington Trust Corporation
Common Stock 2,758,765 2,367,027
Cash 31,909 37,126
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2,790,674 2,404,153
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NET (DEDUCTIONS)/ADDITIONS (44,654) 386,521
PARTICIPANTS' EQUITY AT
BEGINNING OF YEAR 2,790,674 2,404,153
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PARTICIPANTS' EQUITY AT
END OF YEAR $ 2,746,020 $ 2,790,674
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See notes to financial statements.
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<PAGE>
NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Investments consist of interest-bearing savings accounts carried at cost, which
approximates market.
The administrative costs of the 1996 Employee Stock Purchase Plan (the "Plan")
of Wilmington Trust Corporation (the "Corporation") are paid by the Corporation.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE B -- DESCRIPTION OF PLAN
The Board of Directors of the Corporation approved the Plan on February 15,
1996. The Corporation's stockholders approved the Plan on April 18, 1996 to
commence on June 1, 1996. The Plan provides for the purchase of up to 500,000
shares of the Corporation's common stock by eligible employees through offerings
of twelve-months' duration each. For any offering period, each eligible employee
may elect to have up to the lesser of 10% of his or her annual base salary or
$21,250 deducted from his or her pay (for Plan years beginning June 1, 1998 and
thereafter, the minimum contribution is $10 per pay period) and accumulated with
interest until the end of the offering period.
At the end of each offering period, the balance in each participant's payroll
deduction account is applied to the purchase of the largest number of full
shares of the Corporation's common stock possible without exceeding the maximum
number of shares the participant elected. The price at which the shares are
deemed to have been purchased is equal to 85% of the lesser of the last sale
price of the Corporation's common stock on the New York Stock Exchange (the
Corporation's common stock being newly listed on the NYSE in 1999) at the
beginning or end of the offering period. Any unused balance in a participant's
account at the end of an offering period is refunded, with interest. Shares to
be purchased under the Plan are authorized shares of the Corporation.
Shares to be delivered to an employee will be registered in the employee's name.
The Corporation issued 52,829 shares of its common stock at $49.99 for the
offering period ended May 31, 1999 and 72,325 shares of its common stock at
$38.144 for the offering period ended May 31, 1998.
The Plan had 1,420 participants at May 31, 1999 and 1,534 participants at May
31, 1998.
The Board of Directors has the authority to terminate or amend the Plan;
however, the Plan will terminate automatically on April 18, 2000.
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<PAGE>
NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTE C -- INCOME TAX STATUS
It is the intention of the Corporation to have the Plan qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"). The provisions of the Plan accordingly
are construed so as to extend and limit participation in a manner consistent
with the requirements of Section 423 of the Code. At the time of issuance to the
individual, the difference between the purchase price and the fair market value
of the stock purchased under the Plan is not includable in the participant's
gross income for federal income tax purposes.
NOTE D -- YEAR 2000 (UNAUDITED)
The Plan is reliant on Wilmington Trust Company and third parties for data
processing. Wilmington Trust established a Year 2000 Program Management Office
to manage its Year 2000 project on an enterprise-wide basis. It worked with an
international consulting firm to assist in implementing its enterprise-wide
Program Management Office and strategies to help assure business area readiness,
vendor readiness, external communications and contingency planning. Wilmington
Trust uses a project approach the FDIC has endorsed to help assure continuity
and efficiency in its Year 2000 efforts. This approach uses the following five
steps: awareness, assessment, renovation, testing and implementation. Wilmington
Trust conducts project reviews of its Year 2000 efforts with a management
steering team and quarterly meetings with its senior management and Board of
Directors. It has completed assessment, renovation and testing of all of its
core hardware and software systems.
For third-party software applications, Wilmington Trust has corresponded with
the software providers through several mailings. It is reviewing the systems
renovation, testing, implementation and contingency plans of those vendors. It
monitors the status of those vendors and has developed contingency plans where
the potential for vendors to impact the delivery of services is high. In
addition, Wilmington Trust is monitoring the status of regulatory reviews of
major service providers. Where feasible, it has tested critical vendor-supplied
products.
Wilmington Trust has assessed the potential impact of Year 2000 failures on core
business functions, and has developed contingency plans where that impact
presents a high risk. Business experts and management in each area have
validated these plans to ensure their appropriateness. Wilmington Trust has
incorporated enhancements made through this process into finalized contingency
plans.
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The Plan believes it is addressing all key components necessary to resolve the
Year 2000 issue. Nevertheless, it is not possible to determine with complete
certainty that all Year 2000 issues affecting the Plan or its vendors are
identified and corrected, or the duration, severity or financial consequences of
any failure.
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